CHANGE-IN-CONTROL BONUS PLAN FOR CEO AND COO

EXHIBIT 10.45

CHANGE-IN-CONTROL BONUS PLAN FOR CEO AND COO

VINCERA, INC.

ADOPTED MARCH 2007

1.)

The CEO and COO bonus structure for acquisition of the company is as follows:

1.

 If the company is acquired for less than $25 million, there will be no bonus for CEO and COO;

2.

If the company is acquired for $25 million or more but less than $50 million, the bonus will be one percent (1%) of the acquisition amount to each of the CEO and COO; or

3.

If the company is acquired for $50 million or more, the bonus will be two percent (2%) of the acquisition amount to each of the CEO and COO.

2.)

The bonus would be paid in the same form of consideration received in connection with the transaction – if a cash transaction, then the bonus will be paid in cash, etc.

3.)

If the CEO or COO voluntarily terminate their employment or are terminated with cause (defined below), prior to the closing of an acquisition as described above, such executive shall not be eligible for the bonus.

4.)

If the com