OXYSURE SYSTEMS, INC. SUBCONTRACTOR SERVICES AGREEMENT

This Subcontractor Services Agreement (“Agreement”) is entered into and made effective as of, by and between (“Subcontractor”) and OxySure Systems, Inc. (“OSI” or “Client”).

1.           CONSULTING SERVICES

b. From time to time, on an as-needed basis, as determined by Client in Client’s sole discretion, Subcontractor agrees to provide such Services as are identified to Subcontractor by OSI. Subcontractor’s Services shall be provided under the direction and supervision of Client. Such services, and Personnel, if any, shall be described in greater detail on Work Schedules to be attached hereto as Exhibit A, as from time to time amended by the parties hereto ("Work Schedule").

c. All work performed and services provided hereunder shall be under the direction and satisfaction of OSI, with or without instructions or supervision from OSI. OSI shall provide no training, tools, equipment or other materials to Subcontractor, unless otherwise agreed to in writing.

d. Subcontractor shall not, except to the extent inconsistent with the requirements of this Agreement, be prohibited in any way from performing any Services for any other individual or company during the period of this Agreement. At any time, OSI may arrange for other subcontractors or OSI’ own employees to provide the same or similar Services to OSI.

e. The parties acknowledge and agree that the relationship between Client and Subcontractor under this Agreement and the fact that Client is using Subcontractor’s Services is confidential.  Subcontractor may not disclose this information to others unless it has been approved by OSI in writing.

f. On Client’s request, Subcontractor shall answer any questions and/or prepare any reports or other written documents concerning the Services.

g. Subcontractor acknowledges and agrees that time is of the essence in the value of Subcontractor’s services to Client and shall use Subcontractor’s best efforts to provide all Services requested of Subcontractor by Client efficiently and in accordance with Client’s specifications and timetable for delivery

2.           COMPENSATION

a. Subcontractor shall be paid bi-weekly, only for hours actually worked, at an hourly rate as indicated on the Work Schedule, without reduction for income tax withholdings or other employee deductions. No amount will be deducted or withheld from Subcontractor's compensation for state, local or federal taxes. No FICA, FUTA or state unemployment taxes will be payable by OSI on Subcontractor's behalf. Subcontractor and Personnel shall receive no other compensation or benefits for services provided hereunder. In order to be paid, Subcontractor must submit a time card signed by an authorized representative of OSI each week in accordance with such procedures as may be established by OSI from time to time. Subcontractor's time card shall serve as Subcontractor's invoice for payment and is a prerequisite for receipt of payment from OSI for Subcontractor's services.

b. All ordinary business expenses incident to Subcontractor's performance of services under this Agreement shall be borne by Subcontractor. Any extraordinary business expenses are to be paid by Subcontractor unless approved in advance by OSI in writing. Subcontractor shall provide Subcontractor's own equipment and materials for Services to be rendered hereunder at Contractor's sole cost and expense.

c. Notwithstanding any other provision of this Agreement, should Subcontractor fail to make prompt payment of wages or fees to Personnel performing Services hereunder, OSI, may at its election, contract directly with Personnel for the performance of the Services contemplated by any Work Schedule.

d. Subcontractor shall not, and shall cause Personnel to not, disclose the existence or the substance of this Agreement, including, but not limited to, Subcontractor's or Personnel's rate of pay or remuneration details to any third party, including without limitation, any customer or co-worker. Any such disclosure may result in Subcontractor's and/or Personnel's immediate termination.

3.           RELATIONSHIP/TERM/GUARANTEE

a. Subcontractor and Personnel shall function under this Agreement solely as independent contractors performing services for OSI, and not as employees, agents, representatives, partners or joint venturers of OSI. Subcontractor and Personnel are not to be deemed employees of Client, and neither Subcontractor nor Personnel shall have or claim any right arising from employee status.

b. Subcontractor's services hereunder shall be "at will" and provided only on an as needed basis without any commitment as to minimum use by OSI. Subcontractor acknowledges and agrees that this Agreement and/or any Work Schedule may be terminated immediately at any time by OSI with or without cause at OSI’s sole discretion, and that nothing in this Agreement or otherwise shall confer upon Subcontractor or Personnel any right to provide Services to OSI or restrict the right of OSI to terminate this Agreement at any time. On termination of this Agreement, Subcontractor shall have no further obligation to provide Services for Client and Client shall have no further obligation to pay compensation beyond that for Services rendered prior to the effective date of termination. Additionally, upon termination of this Agreement, Subcontractor agrees to sign and deliver the Termination Certificate attached hereto as Exhibit B.

c. Subcontractor is not Client’s agent and shall not have any decision-making authority for any major acquisition, purchase or policy decision relating to Client's business. Subcontractor is not authorized to render opinions on the business affairs of OSI or its business, nor is it authorized to affix the name of OSI to its marketing collateral or other business materials or to otherwise make use of OSI’s name, unless OSI specifically agrees to in writing.

d. If for any reason OSI is dissatisfied with Personnel supplied by Subcontractor, Subcontractor will remove such person or persons immediately and, if requested by OSI, provide a replacement or replacements as soon as practicable. If OSI shall have notified Subcontractor of its dissatisfaction prior to the conclusion of the person's or persons' third day of work, Subcontractor will not charge OSI for the first 24 hours worked.

a. Subcontractor acknowledges, that in the course of Subcontractor's providing services hereunder, Subcontractor and Personnel may be provided with, or have access to, Confidential Information belonging to OSI, or its affiliates or other parties. Confidential Information includes any and all information which any party may consider proprietary or otherwise wish to keep confidential, including, without limitation, business plans, marketing strategies, product information & specifications, customer lists, vendor lists, computer programs, schematics, source code, object code, pricing, cost or profit figures and projections, credit information, current, future or proposed products or services, plans and technology, business forecasts, financial records, accounting records, litigation documents and procurement requirements, and technical information included in or on tracings, flowcharts, software program code, drawings, field notes, calculations, specifications and engineering data. Subcontractor agrees to hold in strict confidence all Confidential Information which Subcontractor or Personnel uses or to which Subcontractor or Personnel gain access during the course of performance hereunder, and Subcontractor shall not use, reproduce, publish, disclose, copy, circulate, forward or otherwise make known to any person or entity any Confidential Information, except to the extent required in the performance of Subcontractor's and Personnel's Services to OSI hereunder.

This confidentiality clause shall not apply to (a) information that is in the public domain, (b) information that was previously known to Subcontractor before the engagement, (c) information received from a third party having the right to lawfully possess and disclose such information without breaching this Agreement, (d) information approved for release by prior written authorization by OSI, and (e) information required to be disclosed by a court of competent jurisdiction, but only to the extent expressly required and only after alerting OSI of such disclosure requirement.

b. Subcontractor warrants and represents that any materials used or provided by Subcontractor for use by Client pursuant to this Agreement shall not contain any proprietary material or information owned by any other person that is protected under applicable law.  Subcontractor shall be solely responsible for ensuring that any materials or information provided by Subcontractor pursuant to this Agreement satisfy this requirement and Subcontractor agrees to hold Client harmless from all liability or loss to which Client is exposed on account of Subcontractor ’ s breach of this warranty and representation or failure to perform this duty.