EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into this April 6 ^th day of 2009, by and between OptimizeRx Corporation, a Nevada Company, hereinafter referred to as “Employer” and David Lester, hereinafter referred to as the “Employee”.

The Employer is engaged in the business of internet marketing, sales, and product promotion, and desires the Employee as Chief Executive Officer

1.   The Employer hereby employs the Employee and the Employee hereby accepts employment with the Employer beginning on the 6 ^th day of April 2009.

2.   AS CEO, you are responsible for the overall planning and execution of the company, including directing management to reach the corporate goals and objectives as outlined by the board.  See Appendix A:  CEO Job Description for further details of overall responsibilities.

(c) The principal duties of the Employee, as specified in Paragraph 2 of this Agreement, may be changed at any time by the mutual consent of the Employer and the Employee.  Notwithstanding any such change, the employment of the Employee shall be construed as continuing under this Agreement as modified.

(d)  If the Employee at any time during the term of this Agreement should be unable to perform his duties under this Agreement because of

Personal injury, illness, or any other cause, the Employer may assign the Employee to other duties, and the compensation to be paid thereafter to the Employee shall be determined by the Employer in its sole discretion.  If the Employee is unwilling to accept the modification in duties and compensation made by the Employer, or if the Employee’s inability to perform is of such extent as to make a modification of duties hereunder not feasible, this Agreement shall terminate within 90 days.

3.   At the commencement of this employment, the Employee shall perform his duties at the office of the Employer located at 407 Sixth Street, Rochester, MI  48307.  However, at any time deemed necessary or advisable by the Employer for business purposes, the Employee shall work at such other place or places as may be determined by the Employer.

4.   The Employee shall work 8+ hours daily during the periods to be designated by the Employer and 5 days each week, for a total of 40+ hours per week actually devoted to the business of the Employer.

5.   The Employee shall devote his entire productive time, ability, and attention during the normal business hours to the business of Employer.  The Employee shall not, during the term of this Agreement, directly or indirectly, render any services of a business, commercial, or a professional nature, whether for compensation or otherwise, to any person or organization which competes, directly, or indirectly, with the business of the employer, without the prior written consent of the Employer.

6.   As compensation for services rendered under this Agreement, the Employee shall be entitled to receive from the Employer a salary of $150,000 per year, payable in semi-monthly installments in which such payment becomes due, prorated for any partial employment period.  In addition, David Lester is eligible for additional quarterly and annual bonus compensation, stock options and stock grants based on performance metrics outlined by the board of directors.  This includes stock options of 500,000 at hire, with 25% immediately vested and 25% vested after completion of each quarter hire.

7.   The Employee shall be entitled to participate in any qualified pension plan, qualified profit-sharing plan, medical or dental reimbursement plan, group term life

insurance plan, or any other employee benefit plan which is presently existing or which may be established in the future by the Employer.  Such right to participation shall be in accordance with the terms of the particular plans involved.

8.   The Employee shall immediately have an annual vacation leave of 3 weeks in 2009 and 4 weeks within the following calendar at full pay.  The time for such vacation shall be selected by