EXHIBIT 10.1

Nexeon MedSystems Inc

Executive Employment Contract

This Executive Employment Contract (the “Agreement”) entered into on the 1st day of January, 2017 (the “Effective Date”) between Emily Hamilton, MD , an individual, (“Executive”), and Nexeon MedSystems Inc , a Nevada corporation (“Company”), having its principal place of business at 1708 Jaggie Fox Way Lexington, KY 40511. Executive and Company are individually referred to as a “Party” and collectively as the “Parties”.

BACKGROUND

WHEREAS, the Company wishes to hire Employee as the Director of Emerging Therapy.

The Parties agree as follows:

1.      Employment . Company hereby employs Employee, and Employee hereby accepts such employment, subject to the terms and conditions set forth in this Agreement.

2.      Duties .

2.1        Position . Employee is employed as Director of Emerging Therapy.

2.2        Reasonable Business Efforts. Employee will expend her reasonable business efforts on behalf of the Company, and will abide by all policies made by the Company, as well as all applicable US federal, state and local laws and regulations. Employee may engage in other business activities as long as those activities do not adversely affect the Company and those activities are disclosed to the Board of Directors of the Company (the “ Board ”).

2.3        Services . Employee shall report to the CEO or President. Employee’s responsibilities shall include but not limited to:

Be responsible for liaison with health care professionals, disease state meetings, advocacy groups, and health education meeting support. In addition participate in the Company’s various R&D efforts as well as bioelectronic medical device innovation.

2.4        Work Location . Employee’s principal place of work shall be located in Dorado, Puerto Rico or such other location as the Parties may mutually agree upon from time to time.

3.      Benefits . Employee shall be eligible to participate in various company benefit programs, as they become available, pursuant to the terms of the Company’s applicable benefit plans and policies available to other similarly situated employees of the Company.

4.      Compensation .

4.1        Initial Base Salary . As compensation for the performance of Employee’s duties hereunder, Company shall pay to Employee a Base Salary (herein so called), payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions in the amount of $195,000 per year. In the event either Party, for any reason, terminates Employee’s employment under this Agreement Employee will earn the Base Salary prorated to the date of termination. The prorated Base Salary will be based on a 30-day calendar month.

5.      Term . The term of the employment relationship is for 2 years after the Effective Date (the “ Term ”). This Agreement shall automatically renew for an additional one-year term unless a termination notice is provided in writing to the other party 30 days prior to the expiration of the Term. The Term may however be terminated earlier as set forth in section 6 below.

6.      Termination of Employee’s Employment .

6.1        Termination for Cause by the Company . Company may terminate Employee’s employment immediately at any time for Cause. For purposes of this Agreement, “ Cause ” is defined as: (a) conviction of a felony that constitutes gross negligence, recklessness or willful misconduct on the part of Employee with respect to Employee’s obligations or otherwise relating to the business of Company, or for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; or (b) Employee’s material breach of this Agreement or any other agreement between Company and Employee. In the event Employee’s employment is terminated in accordance with this Subsection 6.1, Employee shall be entitled to all accrued compensation up through the date of termination but shall not be entitled to additional severance payments.

6.2        Termination Without Cause by the Company . Company may terminate Employee’s employment under this Agreement without Cause at any time on 60 days advance written notice to Employee. In the event of such termination, Employee will receive the Base Salary then in effect, prorated to the date of termination.

6.3        Termination for Good Reason. . The Employee, upon 90 days’ prior written notice given to the Company, shall have the right at any time to terminate the Employee’s employment with the Company for Good Reason. “Good Reason” shall mean (i) the occurrence, without the Employee’s express written consent, of a material reduction in the level of the Employees compensation or material reduction in Employee’s duties and responsibilities, unless such reduction applies to all similarly situated employees; (ii) a demand, without the Employee’s express written consent, that the Employee relocate to an office of the Company more than 35 miles from the office in which the Employee was previously employed; or (iii) the Company’s uncured breach of a material term of this Agreement.

In the event the Employee’s employment is terminated for Good Reason, Employee will receive a severance payment equivalent 30 days of Base Salary, less federal and state income and employment taxes.

6.4        Notice and Opportunity to Cure. Notwithstanding the foregoing, it shall be a condition precedent to the Company’s right to terminate the Employee’s employment for Cause and the Employee’s right to terminate employment for Good Reason that (i) the Party seeking the termination shall first have given the other Party written notice stating with specificity the reason for the termination (“ breach ”) and (ii) if such breach is susceptible of cure or remedy, a period of 30 days from and after the giving of such notice shall have elapsed without the breaching Party having substantially cured or remedied such breach during such 30 day period, unless such breach cannot be cured or remedied within 30 days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional 30 days) provided the breaching Party has made and continues to make a diligent effort to effect such remedy or cure.

6.6        Voluntary Resignation by Employee . Employee may voluntarily resign Employee’s position with Company at any time on 30 days’ advance written notice to the Company’s Board. In the event Employee’s resignation is without Good Reason, Employee shall be entitled to receive only the Base Salary then in effect, prorated to the date of termination. All other Company obligations to Employee pursuant to this Agreement will become automatically terminated and completely extinguished.

7.       Conditions to Receive Severance . As a condition to receiving any severance, Employee agrees to execute a full general release satisfactory to the Company, releasing all claims, known or unknown that Employee may have against Company arising out of or in any way related to Employee’s employment or termination of employment with Company prior to receipt of the severance package.

8.       Non-Solicitation of Employees . Employee agrees that for a period of 2 years after the termination of her employment Agreement, Employee shall not recruit, attempt to recruit or directly or indirectly participate in the recruitment of, any Company employee; provided, however, any general public recruitment responded to by Company employees will not breach this offer.

9.       Non-Solicitation of Customers or Prospects . Employee agrees that during the term of this Agreement and for a period of 1 year after the termination of her employment, Employee will not, either directly or indirectly solicit, separately or in association with others, attempt to solicit, canvass or interfere with any current customer, or supplier of the Company with whom Employee had a relationship while working for the Company in a manner that directly competes with the Company.

10.        Confidentiality .

(a)       The Employee acknowledges that, by reason of the Employee’s employment by Company, Employee will have access to confidential information of the Company (“ Confidential Information ”). The Employee acknowledges that such Confidential Information is a valuable and unique asset of the Company and covenants that, both during and after the Term, the Employee will not disclose any Confidential Information to any person or entity (except as the Employee’s duties as an employee or director of the Company may require) without the prior written authorization of the Board. The obligation of confidentiality imposed by this Section 10 shall not apply to Confidential Information that otherwise becomes known to the public through no act of the Employee in breach of this Agreement or which is required to be disclosed by court order or applicable law. The provisions of this Section 10 shall remain in full force and effect for a period of 3 years after expiration of the Term.

(b)       Confidential Information includes all records, designs, business plans, financial statements, customer lists, manuals, memoranda, lists, research and development plans, Intellectual Property and other property delivered to or compiled by the Employee by or on behalf of the Company or its providers, clients or customers that pertain to the business of the Company shall be and remain the property of the Company and be subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities, research and development, Intellectual Property or future plans of the Company that is collected by the Employee shall be delivered promptly to the Company without request by it upon termination of the Employee’s employment. For purposes of this Section 10(b), “ Intellectual Property ” shall mean patents, copyrights, trademarks, trade dress, trade secrets, other such rights, and any applications. The phrase, “Confidential Information” does not include information that (i) was lawfully in Employee’s possession prior to disclosure of such information by the Company; (ii) was, or at any time becomes, available in the public domain other than through a violation of this Agreement; (iii) is documented by Employee as having been developed by Employee outside the scope of Employee rendering services hereunder and independently; or (iv) is furnished to Employee by a third party not under an obligation of confidentiality to the Company.

(c)       Employee will be allowed to disclose such information of the Company to the extent that such disclosure is:

(i)        duly approved in writing by the Company;

(ii)        necessary for Employee to enforce Employee’s rights under this Agreement in connection with a legal proceeding; or

(iii)        required by law or by the order of a court or similar judicial or administrative body.

11.       Inventions . The Employee is hereby retained in a capacity such that the Employee’s responsibilities may include the making of technical and managerial contributions of value to the Company. The Employee hereby assigns to the Company all rights, title and interest in such contributions and inventions made or conceived by the Employee alone or jointly with others during the Term. This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all countries, (b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade name protection for any such work product. The Employee shall promptly and fully disclose all such contributions and inventions to the Company and assist the Company in obtaining and protecting the rights therein (including patents thereon), in any and all countries; provided, however, that said contributions and inventions will be the property of the Company, whether or not patented or registered for copyright, trademark or trade name protection, as the case may be. Inventions conceived by the Employee, which are not related to the business of the Company, will remain the property of the Employee, and notwithstanding the foregoing, the Company shall not have any right, title or interest in any work product or copyrightable work developed outside of work hours and without the use of Company resources that does not relate to the Company’s business and does not result from any work performed by the Employee for the Company.

12.       Additional Representations of Employee . Employee represents and warrants to the Company that Employee is not Party to any written or oral agreement with any third Party that would restrict Employee’s ability to enter into the Confidentiality and Proprietary Information Agreement or to perform Employee’s obligations hereunder and that Employee will not, by joining the Company, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favor of any third Party.

13.       General.

13.1        Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Employee and the Employee’s heirs, executors, administrators, estate, beneficiaries, and legal representatives. Neither Party may assign this Agreement without the consent of the other Party. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company.

13.2        Waiver . Either Party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that Party thereafter from enforcing each and every other provision of this Agreement.

13.3        Attorneys’ Fees . Each side will bear its own attorneys’ fees in any dispute unless a statutory section at issue, if any, authorizes the award of attorneys’ fees to the prevailing Party.

13.4        Governing Law; Venue and Jurisdiction . This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Texas. Venue for litigation of any dispute hereunder shall lie in the courts of Fayette County, Kentucky. The Parties submit to personal jurisdiction in the State of Kentucky

13.5        Counterparts . The Parties agree that this Agreement may be executed in identical counterparts. The Agreement will be binding and enforceable on all Parties even though signed in counterparts.

14.       Entire Agreement . This Agreement constitutes the entire understanding between Employee and the Company relating to Employee’s employment. This Agreement supersedes and replaces any prior verbal or written agreements between the Company and Employee. This Agreement may not be modified or amended except by a written agreement signed by both Employee and a person authorized by the Board of the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

EXHIBIT 10.2

Director Services Agreement

Director Services Agreement made as of January 1, 2017 by and between Nexeon MedSystems Inc, a Nevada Corporation, (hereinafter the “Company”) and Kent J. George with an address of 700 Virginia Street, Suite 400, South Charleston, West Virginia 25304 (hereinafter “Director”).

Introduction . The Company is a Nevada corporation with Bylaws that provide for a Board of Directors to be elected by the holders of a majority of the issued and outstanding shares of common stock in the Company (“Shares”), whereby said members of the Board of Directors are responsible for overseeing the Company’s management, their duties and compensation, and elect its officers. The Company wishes the Director to act as one of its Directors and Director hereby agrees to do so under the terms and conditions of this Agreement.

1.              Services . Director will act as Director of the Company, and as such, will be available on an on call as needed basis subject to reasonable notice, attend and participate in periodic board meetings (either in person or by telephonic connection), will advise the Company and its management with respect to its business, and will serve on Board Committees as appointed by the Board of Directors, assuming the Director agrees that he/she is qualified to serve on such a committee.

2.              Compensation . As Compensation for acting as Director of the Company, the Company will provide Director with the following compensation:

2.1           Director’s Fees . Starting effective with the date on which the Board of Directors passes a resolution authorizing the Company to pay its Directors an annual Directors Fee, payable in arrears in quarterly installments at the end of each calendar quarter during which a Director has served as a Director for the Company.

2.2           Director’s Options . At the end of each three (3) month period that Director serves as a Director of the Company, the Company will grant to Director an option (each “an Option”) to purchase Twelve Thousand Five Hundred (12,500) shares of the Company’s restricted Common Stock, at a price equal to One Dollar ($1.00) per share or in the alternative the price per share (the Strike Price) of the Company’s then current 409a valuation. Once established the Strike Price shall remain effective for any and all Options granted as a result of being a Director until there is a change in any future 409a valuation. Such 409a valuations shall not be retroactive for options previously granted to the Director. The term of each Option shall be for a period of four (4) years from the date of issue of each Option.

(a)            Cashless Procedure for Exercise of an Option . Director may exercise some or all of any Option using the following “Cashless” procedure. At the time of any such exercise, Director may request the Company to apply, as an offset to the purchase price (the “Offset”) an amount equal to (a) a number of Shares designated by Director (the “Designated Share Number”) multiplied by the sum equal to a twenty five percent (25%) discount from the closing price per Share represented by the last trade of the Company’s common shares on a recognized securities exchange in which a minimum of ten thousand (10,000) Shares shall have been traded on the day the Director exercises the Option, provided that the Director shall not have made any such day. In such event the number of shares to be issued to Director will be reduced by the Designated Share Number.

2.3           Expenses . The Company will reimburse Director for all reasonable out of pocket expenses incurred by Director in acting as Director, subject to Director providing reasonable documentation and subject to the Company’s policies regarding such expenses, provided further that it is anticipated that such expenses shall primarily consist of travel expenses to Board Meetings, or such other expenses discussed and approved by the Company’s CEO and/or Board of Directors.

3.              Disclosure of Information, Assignment of Intellectual Property, and Restrictive Covenant :

3.1           Acknowledgment . Director acknowledges that the Company is in the business of developing, producing, and selling advanced medical devices; that the Company has developed an excellent reputation and extensive "know-how" and trade secrets relating to its business and its customers, some of which Director will learn while associated with the Company; and that, the Company has spent substantial amounts of effort and money to accumulate this know-how and trade secrets and develop its reputation and its relationship with its clients.

3.2           Confidential Information . Director recognizes and acknowledges that the Company’s Confidential Information includes information or trade secrets relating to the properties, composition or structure of the Company’s products or proposed products or the development, formulation or processing thereof or hardware, information technology, and software, or the Company’s business, including, without limitation, any and all patents, patents-pending, patent applications, copyrights, trademarks, service marks, patentable processes and/or products in development, or any other intellectual property, all trade secrets and proprietary information concerning the Company’s business and affairs, product specifications, data, know-how, formula, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, customer or supplier lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs and database technologies, systems, structures and architectures and related processes, formula, compositions, improvements, devices, know-how, discoveries, concepts, ideas, designs, method, algorithms, names and expertise of the Company’s employees and consultants, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information, whether or not marked “confidential. Additionally, Director recognizes that in the course of Director’s duties, Director will have access to similar information of the Company’s customers, suppliers or other entities which the Company is required by contract or professional business practices to keep confidential, and which shall also be deemed as Confidential Information, which Director agrees to treat as such. Director will not, during or after the term of this agreement, in whole or in part, disclose any Confidential Information to any person, firm corporation, association or other entity for any reason or purpose whatsoever, nor shall Director make use of such information and property for his own purposes or for the benefit of any other person, firm, corporation, association or any other entity (except for the Company) under any circumstances during or after the term of this Agreement.

3.3           Assignment of Intellectual Property. Director agrees to assign and hereby assigns to the Company (the “Assignment”) any and all rights, improvements, and copyrightable or patentable subject matter and other intellectual property relating to the Company business, which Director conceives or develops, either alone or with others, or which otherwise arise during the term of Director providing management services to the Company and for a period of six (6) months thereafter (“Assignable Property”).

3.4           Additional Cooperation. Director agrees not to assert any rights against the Company or seek compensation from the Company for the foregoing assignment or the Company’s use of Assignable Technology. Director will promptly disclose to the Company all knowledge that Director obtains regarding Assignable Property, and at the request of the Company, and without expense or additional compensation, Director will provide the Company with whatever assistance, including (i) signing whatever documents as are requested by the Company to further evidence and perfect the Assignment and obtain for the Company patents, copyright protection, assignment of rights and protection of trade secrets, or (ii) taking any other action the Company deems appropriate for securing or protecting its rights in Assignable Property or other intellectual property of the Company.

3.5           Company Property. Director recognizes that all materials that are or which may come into Director's possession during the time Director acts as a Director to the Company relating to the nature, operation, or activities of the Company remain the Company's property. Such materials may consist of agreements, invoices, memorandum, books, forms, reference materials, computer programs, trade secrets, copyrights, trademarks, specifications, designs, programming, promotional material, advertising material, selling material, financial material, address books, lists, rolodex’s, notes, information pertaining to negotiations, pricing procedures, technical data and the like. All such materials are the Company's property and Director will not copy or make extracts of any such materials and will promptly return all such materials to the Company upon demand or, regardless of whether such demand is made, after the termination of Director’s association with the Company.

3.6           Limited Non-Competition . For a period of eighteen (18) months after Director ceases to be a Director of the Company, Director shall not become, directly or indirectly, an employee of, or provide consulting services for, or have any ownership interest in, any other business entity that manufactures or sells “Competitive Products”. As used herein, “Competitive Products” means: (a) any product which the Company develops or acquires the right to sell from time to time during the term of this Agreement.

3.7           Director acknowledges that the foregoing provision’s restrictions and time limitations are reasonable and properly required for the adequate protection of the business of the Company and that in the event such restriction or limitation is deemed to be unreasonable by an arbitration panel or a Court, then Director agrees to submit to the reduction of said restriction and limitation to such as the Court may deem reasonable.

3.8           It is the desire and intent of the parties that the provisions of this paragraph shall be enforced to the fullest extent possible under the laws and public policies applied in each jurisdiction which enforcement is sought. Accordingly, if any particular provision of this Agreement or portion of this paragraph shall be adjudicated to be invalid or unenforceable, then the subject provision or paragraph shall be deemed amended or deleted here from, and the provision or paragraph adjudicated to be invalid and unenforceable shall be deemed revised in accordance with any such jurisdiction. Such deletion or revision, however, applies only with respect to the operation of this Agreement in the particular jurisdiction in which such adjudication is made.

3.9           In the event of a breach of, or threatened breach by Director of the provisions set forth in this section 3, the Company shall be entitled to (i) an injunction restraining Director from violating these covenants and (ii) payment by Director of the expenses of obtaining and enforcing such relief. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach including recovery of damages from Director whereby such damages shall be paid promptly, including the cost of collection thereof.

4.1        Indemnification . The Company (“Indemnifying Party”) agrees to defend, indemnify and hold harmless Director and its representatives, successors and assigns (“Indemnitee”) for a period during the time Director serves the Company and for a period of Two (2) year from the date the Director cease being a Director of the Company from, against and in respect of any and all loss, liability and expense resulting from:

(a)       All liabilities of the Company regardless of every kind and nature, resulting from the Company’s obligation of this Agreement without limitation, known or unknown, contingent or otherwise; and

(b)       Any and all loss, damage or deficiency resulting from any misrepresentation or breach of warranty or non-fulfillment of any obligation by the Company under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to Director pursuant to this Agreement; and

4.2        Claims . If any Indemnitee receives notice of any claim or the commencement of any action or proceeding with respect to which the Indemnifying Party is obligated to provide indemnification pursuant to Section 5.1, the Indemnitee shall promptly give the Indemnifying Party notice thereof. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnitee. The Indemnifying Party shall elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within 30 days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may each participate, at its own expense, in the defense of such asserted liability. The Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense.

4.3        Costs . If any legal action or other proceeding is brought for the enforcement or interpretation of any of the rights or provisions of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, each party shall pay its own attorneys’ fees.

5.        Term. Director’s term of acting as a Director under this Agreement, and the Term of this Agreement, shall be until either (i) Director resigns as a Director of the Company or (ii) the majority of the members of the Company’s Board of Directors vote to remove Director as a Director of the Company; (iii) a majority of the shareholders of the Company vote to elect a Board of Directors consisting of directors other than Director. Upon the termination of this Agreement, §3 & 4 above shall survive.

6.        Miscellaneous . This Agreement is the entire Agreement as to its subject matter and it supersedes all prior discussions and oral agreements. This Agreement may not be modified orally, but only by a written amendment or agreement signed by both parties. This Agreement shall be governed by the internal laws of the State of Nevada.

In Witness Whereof the parties hereto have signed or caused to be signed this Agreement as of the date first set forth above.

EXHIBIT 10.3

Director Services Agreement

Director Services Agreement made as of January 1, 2017 by and between Nexeon MedSystems Inc, a Nevada Corporation, (hereinafter the “Company”) and Michael Neitzel with an address of 6006 Yorkville Court, Dallas, Texas 75248 (hereinafter “Director”).

Introduction . The Company is a Nevada corporation with Bylaws that provide for a Board of Directors to be elected by the holders of a majority of the issued and outstanding shares of common stock in the Company (“Shares”), whereby said members of the Board of Directors are responsible for overseeing the Company’s management, their duties and compensation, and elect its officers. The Company wishes the Director to act as one of its Directors and Director hereby agrees to do so under the terms and conditions of this Agreement.

1.              Services . Director will act as Director of the Company, and as such, will be available on an on call as needed basis subject to reasonable notice, attend and participate in periodic board meetings (either in person or by telephonic connection), will advise the Company and its management with respect to its business, and will serve on Board Committees as appointed by the Board of Directors, assuming the Director agrees that he/she is qualified to serve on such a committee.

2.              Compensation . As Compensation for acting as Director of the Company, the Company will provide Director with the following compensation:

2.1           Director’s Fees . Starting effective with the date on which the Board of Directors passes a resolution authorizing the Company to pay its Directors an annual Directors Fee, payable in arrears in quarterly installments at the end of each calendar quarter during which a Director has served as a Director for the Company.

2.2           Director’s Options . At the end of each three (3) month period that Director serves as a Director of the Company, the Company will grant to Director an option (each “an Option”) to purchase Twelve Thousand Five Hundred (12,500) shares of the Company’s restricted Common Stock, at a price equal to One Dollar ($1.00) per share or in the alternative the price per share (the Strike Price) of the Company’s then current 409a valuation. Once established the Strike Price shall remain effective for any and all Options granted as a result of being a Director until there is a change in any future 409a valuation. Such 409a valuations shall not be retroactive for options previously granted to the Director. The term of each Option shall be for a period of four (4) years from the date of issue of each Option.

(a)            Cashless Procedure for Exercise of an Option . Director may exercise some or all of any Option using the following “Cashless” procedure. At the time of any such exercise, Director may request the Company to apply, as an offset to the purchase price (the “Offset”) an amount equal to (a) a number of Shares designated by Director (the “Designated Share Number”) multiplied by the sum equal to a twenty five percent (25%) discount from the closing price per Share represented by the last trade of the Company’s common shares on a recognized securities exchange in which a minimum of ten thousand (10,000) Shares shall have been traded on the day the Director exercises the Option, provided that the Director shall not have made any such day. In such event the number of shares to be issued to Director will be reduced by the Designated Share Number.

2.3           Expenses . The Company will reimburse Director for all reasonable out of pocket expenses incurred by Director in acting as Director, subject to Director providing reasonable documentation and subject to the Company’s policies regarding such expenses, provided further that it is anticipated that such expenses shall primarily consist of travel expenses to Board Meetings, or such other expenses discussed and approved by the Company’s CEO and/or Board of Directors.

3.              Disclosure of Information, Assignment of Intellectual Property, and Restrictive Covenant :

3.1           Acknowledgment . Director acknowledges that the Company is in the business of developing, producing, and selling advanced medical devices; that the Company has developed an excellent reputation and extensive "know-how" and trade secrets relating to its business and its customers, some of which Director will learn while associated with the Company; and that, the Company has spent substantial amounts of effort and money to accumulate this know-how and trade secrets and develop its reputation and its relationship with its clients.

3.2           Confidential Information . Director recognizes and acknowledges that the Company’s Confidential Information includes information or trade secrets relating to the properties, composition or structure of the Company’s products or proposed products or the development, formulation or processing thereof or hardware, information technology, and software, or the Company’s business, including, without limitation, any and all patents, patents-pending, patent applications, copyrights, trademarks, service marks, patentable processes and/or products in development, or any other intellectual property, all trade secrets and proprietary information concerning the Company’s business and affairs, product specifications, data, know-how, formula, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, customer or supplier lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs and database technologies, systems, structures and architectures and related processes, formula, compositions, improvements, devices, know-how, discoveries, concepts, ideas, designs, method, algorithms, names and expertise of the Company’s employees and consultants, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information, whether or not marked “confidential. Additionally, Director recognizes that in the course of Director’s duties, Director will have access to similar information of the Company’s customers, suppliers or other entities which the Company is required by contract or professional business practices to keep confidential, and which shall also be deemed as Confidential Information, which Director agrees to treat as such. Director will not, during or after the term of this agreement, in whole or in part, disclose any Confidential Information to any person, firm corporation, association or other entity for any reason or purpose whatsoever, nor shall Director make use of such information and property for his own purposes or for the benefit of any other person, firm, corporation, association or any other entity (except for the Company) under any circumstances during or after the term of this Agreement.

3.3           Assignment of Intellectual Property. Director agrees to assign and hereby assigns to the Company (the “Assignment”) any and all rights, improvements, and copyrightable or patentable subject matter and other intellectual property relating to the Company business, which Director conceives or develops, either alone or with others, or which otherwise arise during the term of Director providing management services to the Company and for a period of six (6) months thereafter (“Assignable Property”).

3.4           Additional Cooperation. Director agrees not to assert any rights against the Company or seek compensation from the Company for the foregoing assignment or the Company’s use of Assignable Technology. Director will promptly disclose to the Company all knowledge that Director obtains regarding Assignable Property, and at the request of the Company, and without expense or additional compensation, Director will provide the Company with whatever assistance, including (i) signing whatever documents as are requested by the Company to further evidence and perfect the Assignment and obtain for the Company patents, copyright protection, assignment of rights and protection of trade secrets, or (ii) taking any other action the Company deems appropriate for securing or protecting its rights in Assignable Property or other intellectual property of the Company.

3.5           Company Property. Director recognizes that all materials that are or which may come into Director's possession during the time Director acts as a Director to the Company relating to the nature, operation, or activities of the Company remain the Company's property. Such materials may consist of agreements, invoices, memorandum, books, forms, reference materials, computer programs, trade secrets, copyrights, trademarks, specifications, designs, programming, promotional material, advertising material, selling material, financial material, address books, lists, rolodex’s, notes, information pertaining to negotiations, pricing procedures, technical data and the like. All such materials are the Company's property and Director will not copy or make extracts of any such materials and will promptly return all such materials to the Company upon demand or, regardless of whether such demand is made, after the termination of Director’s association with the Company.

3.6           Limited Non-Competition . For a period of eighteen (18) months after Director ceases to be a Director of the Company, Director shall not become, directly or indirectly, an employee of, or provide consulting services for, or have any ownership interest in, any other business entity that manufactures or sells “Competitive Products”. As used herein, “Competitive Products” means: (a) any product which the Company develops or acquires the right to sell from time to time during the term of this Agreement.

3.7           Director acknowledges that the foregoing provision’s restrictions and time limitations are reasonable and properly required for the adequate protection of the business of the Company and that in the event such restriction or limitation is deemed to be unreasonable by an arbitration panel or a Court, then Director agrees to submit to the reduction of said restriction and limitation to such as the Court may deem reasonable.

3.8           It is the desire and intent of the parties that the provisions of this paragraph shall be enforced to the fullest extent possible under the laws and public policies applied in each jurisdiction which enforcement is sought. Accordingly, if any particular provision of this Agreement or portion of this paragraph shall be adjudicated to be invalid or unenforceable, then the subject provision or paragraph shall be deemed amended or deleted here from, and the provision or paragraph adjudicated to be invalid and unenforceable shall be deemed revised in accordance with any such jurisdiction. Such deletion or revision, however, applies only with respect to the operation of this Agreement in the particular jurisdiction in which such adjudication is made.

3.9           In the event of a breach of, or threatened breach by Director of the provisions set forth in this section 3, the Company shall be entitled to (i) an injunction restraining Director from violating these covenants and (ii) payment by Director of the expenses of obtaining and enforcing such relief. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach including recovery of damages from Director whereby such damages shall be paid promptly, including the cost of collection thereof.

4.1        Indemnification . The Company (“Indemnifying Party”) agrees to defend, indemnify and hold harmless Director and its representatives, successors and assigns (“Indemnitee”) for a period during the time Director serves the Company and for a period of Two (2) year from the date the Director cease being a Director of the Company from, against and in respect of any and all loss, liability and expense resulting from:

(a)       All liabilities of the Company regardless of every kind and nature, resulting from the Company’s obligation of this Agreement without limitation, known or unknown, contingent or otherwise; and

(b)       Any and all loss, damage or deficiency resulting from any misrepresentation or breach of warranty or non-fulfillment of any obligation by the Company under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to Director pursuant to this Agreement; and

4.2        Claims . If any Indemnitee receives notice of any claim or the commencement of any action or proceeding with respect to which the Indemnifying Party is obligated to provide indemnification pursuant to Section 5.1, the Indemnitee shall promptly give the Indemnifying Party notice thereof. Such notice shall be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement and shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the loss that has been or may be sustained by the Indemnitee. The Indemnifying Party shall elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel. If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within 30 days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may each participate, at its own expense, in the defense of such asserted liability. The Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense.

4.3        Costs . If any legal action or other proceeding is brought for the enforcement or interpretation of any of the rights or provisions of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, each party shall pay its own attorneys’ fees.

5.        Term. Director’s term of acting as a Director under this Agreement, and the Term of this Agreement, shall be until either (i) Director resigns as a Director of the Company or (ii) the majority of the members of the Company’s Board of Directors vote to remove Director as a Director of the Company; (iii) a majority of the shareholders of the Company vote to elect a Board of Directors consisting of directors other than Director. Upon the termination of this Agreement, §3 & 4 above shall survive.

6.        Miscellaneous . This Agreement is the entire Agreement as to its subject matter and it supersedes all prior discussions and oral agreements. This Agreement may not be modified orally, but only by a written amendment or agreement signed by both parties. This Agreement shall be governed by the internal laws of the State of Nevada.

In Witness Whereof the parties hereto have signed or caused to be signed this Agreement as of the date first set forth above.