EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of February 4, 2009, to be effective as of the 1 ^st day of July 2008, between CPC of America, Inc., a Nevada corporation (together with its successors or assigns as permitted under this Agreement, the “Company”), and Marcia J. Hein, an individual (the “Executive”).

The Company desires to employ the Executive and enter into this Agreement embodying the terms of such employment and the Executive desires to enter into this Agreement and to accept such employment.

In consideration of the mutual covenants and for other good and valuable consideration, the Company and the Executive (individually a “Party” and together the “Parties”) agree as follows:

(a)   “Base Salary” shall mean the salary provided for in Section 4 below subject to such increases as may be made from time to time.

(b)   “Cause” shall mean:

(i)   the conviction of (including any act as a result of pleading nolo contendere) or entry of judgment against the Executive by a civil or criminal court of competent jurisdiction of a felony, or any other offense or wrongdoing involving embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty;

(ii)   the indictment of the Executive by a state or federal grand jury or the filing of a criminal complaint or information for a felony, or any other offense involving embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty, unless such indictment or filing is dismissed within one hundred eighty (180) days from the date of such indictment or filing.  The Board of Directors of the Company (“Board of Directors”) may elect to suspend and extend the Term of Employment by such one hundred eighty (180) day period or the number of days actually taken by the Executive to dismiss such indictment or filing, whichever is less; provided that the Executive notifies the Company in writing that the Executive intends to contest in good faith such indictment or filing and pursues the dismissal of such indictment or filing with reasonable diligence.  During such period of suspension, Executive may be relieved of duties, but shall be entitled to receive Base Salary;

(iii)   the written confession by the Executive of embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty or acts constituting a felony;

(iv)   the finding by a court of competent jurisdiction in a criminal or civil action or by the U.S. Securities and Exchange Commission or state blue sky agency in an administrative proceeding that the Executive has willfully violated any federal or state securities law;

(v)   the engagement by the Executive in willful and continued misconduct, or the Executive’s willful and continued failure to substantially perform the Executive’s obligations, for a period of twenty (20) days following written notice by the Company describing in reasonable detail the specific items of misconduct or failures;

(vi)   the use by the Executive of alcohol or any controlled substance to an extent that it interferes, in the sole discretion of the Board of Directors, on a continuing and material basis with the performance of the Executive’s duties under the Agreement;

(vii)   the willful, unauthorized disclosure by the Executive of Confidential Information, as defined in Section 10, concerning the Company or any subsidiary, unless such disclosure was (A) believed in good faith by the Executive to be appropriate in the course of properly carrying out duties under the Agreement, or (B) required by an order of a court having jurisdiction over the subject matter or a summons, subpoena or order in the nature thereof of any legislative body (including any committee thereof) or any governmental or administrative agency;

(viii)   performance of services by the Executive, other than in the course of properly carrying out her duties under the Agreement and as otherwise provided herein, in breach of Executive’s covenants set forth in Section 10(b) of this Agreement while the Executive is employed by the Company

(ix)   commission by Executive of an act involving moral turpitude, dishonesty, theft or unethical business conduct, or conduct which impairs or injures the reputation of, or harms, the Company, or any violation of law or regulations on Company premises or to which the Company is subject; or

(x)   any material breach of this Agreement or Company rules that, if capable of being corrected, remain uncorrected 15 days following the Company’s delivery of written notice of such breach.

(c)   “Change in Control” means, and shall be deemed to occur upon the happening of the acquisition, directly or indirectly, in a single transaction or a series of related transactions by any person resulting in the beneficial ownership of 50% or more of the combined voting power of the then outstanding voting securities of the Company  entitled to vote;

(d)   " Sale of the Company " means either of the following transaction that takes place during the Term or to which the Company agrees to during the Term (i) a merger or consolidation of involving the Company (except where the shareholders of the Company immediately prior to the merger or consolidation own 50% or more of the voting shares of the surviving corporation immediately after the merger or consolidation), (ii) the sale of all or substantially all of the assets of the Company, or (iii) the sale or licensing of all or substantially all of the Company’s rights to its MedClose device.

(e)   “Term of Employment” shall mean the initial three-year period specified in Section 2 below and if, but only if, automatically renewed as provided in Section 2, shall include the period of such renewal.

(f)   “Voting Securities” means securities of the Company, the holders of which are entitled to vote for the election of directors.

(a)   The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, in the position and with the duties and responsibilities as set forth in Section 3 below for the Term of Employment, subject to the terms and conditions of the Agreement.

(b)   The initial Term of Employment shall commence as of the date of this Agreement retroactive to July 1, 2008 and shall terminate on June 30, 2011, unless terminated earlier as provided in Section 8; provided that the Term of Employment shall automatically renew for successive one-year periods unless (i) it has sooner terminated as provided in Section 8 or (ii) either party has notified the other in writing at least thirty (30) days prior to the otherwise scheduled expiration of the Term of Employment that such Term of Employment shall not so renew.

(c)   The Executive shall devote such portion of her business time as is necessary to carry out the duties and responsibilities of her employment hereunder in a timely and competent manner.  Otherwise, the Executive shall be allowed to devote her remaining business time to other non-Company related business matters, including her private accounting practice, provided that such other business activities do not conflict with the covenants in Section 10.

During the Term of Employment, the Executive shall be employed as the Chief Financial Officer of the Company.  Subject to supervision and in accordance with the policies and directives established by the Chief Executive Officer, the Executive’s duties and responsibilities shall include responsibility for all accounting and SEC reporting functions and such other duties, responsibilities and authorities customarily associated with such positions.

(a)           During the Term of Employment, the Executive shall be paid by the Company a Base Salary payable no less frequently than in equal monthly installments at an annualized rate of $60,000; subject to increase as may be determined by the Company within its sole discretion.

(b)           Executive shall be personally responsible for the payment of, and shall not be entitled to seek reimbursement from the Company for, any travel, entertainment or other business expenses incurred by Executive in connection with the performance of her duties on behalf of the Company.

In addition to the Base Salary, the Company shall issue to Executive upon the execution of this Agreement by the parties hereto 30,000 shares (“Restricted Shares”) of the Company’s Series E Preferred Stock.  The Restricted Shares shall be subject to vesting and risk of forfeiture as follows:  5,000 Restricted Shares shall vest and become fully paid for on January 1, 2009; 833.3 Restricted Shares shall vest and become fully paid for on the first day of each of the next 29 months during the term of this agreement; and 834.3 Restricted Shares shall vest and become fully paid for on June 29, 2011.  In the event of the early termination of this Agreement pursuant to Section 8(a) or Section 8(c), all Restricted Shares that are unvested shall be automatically forfeited and cancelled.  Executive shall return to the Company all Restricted Shares forfeited pursuant to this Section 5 and hereby grants the Company a limited power of attorney for purposes of executing any stock powers or assignments necessary or desirable to effect the cancellation of any forfeited Restricted Shares.  In the event of (i) Change in Control, (ii) change in the chief executive officer of the Company (other than Executive’s appointment to such position); or (iii) termination of this Agreement pursuant to Section 8(b), all unvested Restricted Shares shall immediately vest and be deemed fully paid for.

The Executive will be entitled to receive a performance-based bonus of up to 100% of the Executive’s annual Base Salary for the calendar year commencing January 1, 2009 and for each calendar year during the remainder of the Term of Employment.  The performance bonus shall be subject to the Executive’s satisfaction of certain performance goals determined by the Board of Directors.  Prior to January 1, 2009, or as near such date as possible, and the commencement of each calendar year thereafter during the remainder of the Term of Employment, the Board of Directors shall determine, in its sole and absolute discretion, the performance goals for the Executive and deliver a written description of those goals to Executive.  The written description shall be incorporated into and become a part of this Agreement.  All payments of bonuses earned during any calendar year shall be due and payable no later than March 31 ^st of the following year.  The determination of whether the Executive has satisfied the performance goals shall be made by the Board of Directo