PRODUCT DEVELOPMENT AGREEMENT

This Product Development Agreement (the “Agreement” ) is entered into as of March 9, 2009 (the “Effective Date” ) between CPC of America, Inc., a Nevada corporation ( “Company” ), and Olex Hnojewyj, an individual ( “Contractor” ) (each, a “Party” ).

1.             DEFINITIONS.   As used in this Agreement:

1.1             “Affiliate”  of any particular Party means any person controlling, controlled by or under common control with such Party, including subsidiaries, and parent companies of such Party.  For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and such “control” will be presumed if any Person owns 50% or more of the voting capital stock, assets or other ownership interests, directly or indirectly, of any other Person.

1.2             “Common Stock” means   Company’s $.005 par value common stock, and any other class of securities into which such securities may hereafter be reclassified or changed into

1.3             “Confidential Information” means any and all information related to Company’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties provided to Company in confidence) that is labeled or identified as “confidential” or “proprietary” or that Contractor otherwise knows, or would reasonably be expected to know, Company considers to be confidential or proprietary or Company has a duty to treat as confidential.

1.4             “Deliverables” means the items to be provided or actually provided by Contractor to Company under this Agreement, including items specifically designated or characterized as deliverables in this Agreement or in a Statement of Work.

1.5             “Intellectual Property” means all algorithms, application programming interfaces (APIs), apparatus, assay components, biological materials, cell lines, chemical compositions and structures, circuit designs and assemblies, concepts, Confidential Information, data (including clinical data), databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, gate arrays, ideas and inventions (whether or not patentable or reduced to practice), IP cores, know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, net lists, network configurations and architectures, photomasks, procedures, processes, protocols, schematics, semiconductor devices, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, test vectors, tools, uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, works of authorship, and other forms of technology.

1.6             “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.

1.7             “Market Price”  means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a U.S.  trading market other than the OTC Bulletin Board, the daily volume weighted average price of the Common Stock over the 20 trading days preceding such date on the principal U.S. trading market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg Financial L.P. (based on a trading day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b) if the OTC Bulletin Board is the principal U.S. trading market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by the Board of Directors of  Company in good faith.

1.8             “Services” means the following services to be performed or actually performed by Contractor under this Agreement:  (A) the development of novel, unique and proprietary hydrogel-type compositions comprising solely  synthetic pegalyted technologies for use in connection with the (i) arterial and venous closure; (ii) biopsy closures, including without limitation closures for breast, liver and lung; (iii) spinal repair, vertebral body replacement and augmentation procedures involving bone graft; and (iv) adhesion barrier and prevention in all surgeries; (B) the proper documentation of the matters set forth in subpart (A) suitable for purposes of obtaining U.S. and foreign certifications and regulatory approvals; and (C) assistance in the preparation of U.S. and foreign patent applications relating to the matters set forth in subpart (A).

1.9             “Work Product” means (a) all Deliverables, (b) all Intellectual Property, in any stage of development, that Contractor conceives, creates, develops, or reduces to practice in connection with performing the Services, and (c) all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Intellectual Property.

2.           ENGAGEMENT

2.1             Statements of Work.   From time to time, Company may submit to Contractor written work orders substantially in the form of Exhibit A that contain the terms (including specifications, delivery and performance schedules) for Services and Deliverables that Company desires Contractor to provide, along with the fees in the form of shares of Common Stock to be issued by the Company in consideration for such Services and Deliverables.  If Contractor begins to perform services under a work order, Contractor will be deemed to have accepted such work order.  Upon acceptance of a work order by Contractor (in writing, by performance, or otherwise), such work order will be a “Statement of Work.”   A Statement of Work may include a limited license to Contractor to use certain Intellectual Property of Company or its licensors, such as software, tools, or know-how, as necessary to complete that Statement of Work.  Any such license automatically terminates upon the completion of the applicable Statement of Work and is limited by the terms of this Agreement, including Section 5.3.

2.2             Performance of Services.   Contractor will perform the Services in accordance with the terms of this Agreement and the applicable Statement of Work.  Except as otherwise provided in this Agreement or an applicable Statement of Work, Contractor will have exclusive control over the manner and means of performing the Services and will use Contractor’s expertise and creative talents in performing the Services.  Company will provide, at Company’s own expense, a place of work and all equipment, tools, and other materials necessary to complete the Statement of Work.  Contractor will be solely responsible for any injury or death suffered by any person (including Contractor’s employees and agents) and any damage to any property (including Company’s property) arising from such use, regardless of whether such injury, death, or damage is claimed to be based upon the condition of such equipment or facilities or upon Company’s negligence in permitting such use.  Contractor shall comply with all reasonable rules, policies and guidelines issued by Company from time to time with regard to the issuance, maintenance, control, and archiving of laboratory notebooks, and such notebooks shall be regarded as the sole property of the Company.

2.3             Change Proposals.   Upon the receipt of a proposal from Company to change the terms of a Statement of Work (a “Change Proposal” ), Contractor will promptly provide (a) any information requested in such proposal, and (b) Contractor’s written acceptance or rejection of the proposal.  Contractor may not reject any Change Proposal that does not materially shorten the delivery or performance schedule or materially alter the Deliverables or Services, and may not unreasonably reject any other Change Proposal.  If Contractor begins to adhere to a Change Proposal or does not reject the Change Proposal in writing within five (5) days after Contractor’s receipt thereof, Contractor will be deemed to have accepted such Change Proposal.  The submission or reasonable rejection of a Change Proposal will not constitute a breach of this Agreement.

2.4             Acceptance Procedures.   Company will have at least thirty (30) days to evaluate any interim and final Deliverables (the “Acceptance Period” ) to reasonably ensure that they meet the specifications, requirements, and terms of this Agreement and are of professional, technical, and general quality consistent with industry standards.  If Company reasonably rejects any Deliverable during the Acceptance Period, Company shall notify the Contractor specifying the reasons for rejection and provide the Contractor a period of (30) days (the “Correction Period”) to correct the Deliverables subject to evaluation and acceptance in accordance with this Section 2.4. If, after the Correction Period, the Company still reasonably rejects the Deliverable, the Company may elect any of the following remedies (without limiting any other rights or remedies Company may have): (a) Company may grant additional time to Contractor to provide (at no additional charge to Company) corrected Deliverables subject to evaluation and acceptance in accordance with this Section 2.4; (b) Company may itself correct the Deliverables (or engage a third party to do so) and may deduct the costs and reasonable expenses associated with such correction from the fees owed to Contractor under the Statement of Work; or (c) Company may terminate the Statement of Work and return all Deliverables (but not Confidential Information therein) to Contractor, in which case Contractor shall not be entitled to any fees related to the Statement of Work.

2.5             Monitoring.   Contractor will cooperate with any requests by Company to monitor the Services in order to verify that such Services are being performed in accordance with this Agreement and in a timely and satisfactory manner.  Contractor will use Contractor’s best efforts to facilitate any such monitoring, including providing access to Contractor’s equipment and facilities.  All documents and materials stored at Company’s facilities will be subject to inspection by Company at any time without notice.

2.6             Subcontracting.   Contractor will not subcontract or otherwise delegate any of Contractor’s obligations under this Agreement without Company’s express prior written consent on a case-by-case basis.  Upon receipt of such consent, before allowing any subcontractor to begin performing services, Contractor will enter into a binding written agreement with such subcontractor that protects Company’s rights and interests to at least the same degree as this Agreement, including Sections 5 through 8.  Contractor will be responsible for the direction and coordination of the services of each subcontractor.  Company will have no obligation to pay any subcontractor except as agreed to by the Company in writing from time to time.

2.7             Access Rules and Procedures.   While on Company’s premises, Contractor agrees to comply with Company’s then-current access rules and procedures, including those procedures pertaining to safety, security, and confidentiality.  Contractor agrees and acknowledges that Contractor has no expectation of privacy with respect to Company’s telecommunications, networking, or information processing systems (including stored computer files, email messages, and voice messages) and that Contractor’s activities, including the sending or receiving of any files or messages, on or using any of those systems may be monitored, and the contents of such files and messages may be reviewed and disclosed, at any time without notice.

2.8             Competitive Engagements.   Contractor agrees that during the term of this Agreement, Contractor will not perform, or agree to perform, any services for any third party that engages, or plans to engage, in any business or activity that directly or indirectly competes with any current or planned business or activity of Company relating to the Services.

3.            INDEPENDENT CONTRACTOR RELATIONSHIP.   Contractor’s relation to Company under this Agreement is that of an independent contractor.  Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Company and Contractor.  Contractor will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Company, that is inconsistent with Contractor being an independent contractor (and not an employee) of Company.  Contractor is not the agent of Company and is not authorized, and must not represent to any third party that Contractor is authorized, to make any commitment or otherwise act on behalf of Company.  Without limiting the generality of the foregoing:

3.1             Benefits and Contributions .   Contractor is not entitled to or eligible for any benefits that Company may make available to its employees, such as group insurance, profit-sharing, or retirement benefits.  Because Contractor is an independent contractor, Company will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Contractor.  If, notwithstanding the foregoing, Contractor is reclassified as an employee of Company, or any affiliate of Company, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Contractor agrees that Contractor will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or a retrospective basis, any employee benefits under any plans or programs established or maintained by Company.

3.2             Taxes .   Contractor is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of fees to Contractor under this Agreement, and agrees to do so in a timely manner.  If applicable, Company will report the fees paid to Contractor under this Agreement by filing Form 1099-MISC with the Internal Revenue Service as required by law.

3.3             Compliance with Law .   Contractor will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions.

3.4             Certification.  Contractor will provide Company with certifications and records (including, as appropriate, copies of Contractor’s tax returns) as Company may request from time to time, during or after the term of this Agreement, to verify that Contractor has complied with this Section 3.

4.             COMPENSATION .   Subject to the terms and conditions of this Agreement, Company shall issue to Contractor shares the compensation set forth below as Contractor’s sole and complete compensation for all Services, Deliverables, and Intellectual Property Rights provided by Contractor under this Agreement:

4.1             Equity Fee .  Company shall issue to Contractor shares (“ Shares ”) of Common Stock as follows:

4.2             Cash Fee .  Company shall pay Contractor a cash fee for the services rendered by Contractor hereunder at the rate of $300 per hour, provided that the Company shall not be obligated to pay Contractor for more than 120 hours in any calendar month under this Section 4.2 without the written authorization of the Company.  Contractor will submit monthly invoices to Company no later than the 10 calendar following each month end.  All invoiced amounts shall be due and payable twenty (20) days following Company’s receipt of the invoice for such fees.  Contractor will maintain, in accordance with generally-accepted accounting principals, complete and accurate records of the work performed sufficient to document the cash fee payable hereunder invoiced to Company for at least two (2) years following the date of the invoice, and will provide Company with such records at Company’s request.

No other fees or consideration will be owed by Company under this Agreement except as set forth above or in a Statement of Work.

4.3              Expenses. Unless expressly provided otherwise in the applicable Statement of Work and except as expressly provided in Section 8.1, Contractor will be solely responsible for all expenses incurred by Contractor in connection with performing the Services or otherwise performing Contractor’s obligations under this Agreement.

5.           CONFIDENTIALITY

5.1             Use and Disclosure .   During the term of this Agreement and at all times thereafter, Contractor will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Company’s express prior written consent on a case-by-case basis.

5.2             Standard of Care.   Contractor will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Contractor protects Contractor’s own confidential or proprietary information of a similar nature, and with no less than the greater of reasonable care and industry-standard care.

5.3             Reverse Engineering.   Unless and except to the extent expressly authorized by Company to do so in writing, Contractor will not attempt to reverse engineer, de-encrypt, or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of any software, products, models, prototypes, or other items provided by Company that use, embody, or contain Confidential Information.

5.4             Exceptions.   Contractor’s obligations under Sections 5.1 and 5.2 will terminate with respect to any particular information that Contractor can prove, by clear and convincing evidence, (a) Contractor lawfully knew prior to Company’s first disclosure to Contractor, (b) a third party rightfully disclosed to Contractor free of any confidentiality duties or obligations, or (c) is, or through no fault of Contractor has become, generally available to the public.  Additionally, Contractor will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Company, or is required by law or court order, provided that Contractor immediately notifies Company in writing of such required disclosure and cooperates with Company, at Company’s reasonable   request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.

5.5             Removal; Return.   Contractor will not remove any tangible embodiment of any Confidential Information from Company’s facilities or premises without Company’s express prior written consent.  Upon Company’s request and upon any termination or expiration of this Agreement, Contractor will promptly (a) return to Company or, if so directed by Company, destroy all ta