EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into as of the    15th        day of January, 2009 (“Effective Date”), by and between OXYSURE SYSTEMS, INC. , a corporation duly organized and existing pursuant to the laws of the state of Delaware, (hereinafter referred to as "OSI" or the “Company”), and JULIAN T. ROSS (hereinafter referred to as the "Executive").

WHEREAS, the Company desires to have the benefit of the Executive's efforts and services;

WHEREAS, the Company recognizes that circumstances may arise which may cause uncertainty of continued employment of the Executive without regard to the Executive's competence or past contributions;

WHEREAS, such uncertainties may result in the loss of valuable services of the Executive to the detriment of the Company and its shareholders;

WHEREAS, the Executive will be in a better position to consider the best interests of the Company if the Executive is afforded reasonable security, as provided in this Agreement, against altered conditions of employment which may result from situations now unknown, and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

1.           DEFINITIONS.  Whenever used in this Agreement, the following terms shall have the meanings set forth below:

(a)           "Accrued Benefits" shall mean the amount payable not later than fifteen (15) days following an applicable Termination Date and which shall be equal to the sum of the following amounts:

(i)           All salary earned or accrued through the Termination Date;

(ii)           Reimbursement for any and all moneys advanced in connection with the Executive's employment for pre-approved, reasonable and necessary expenses incurred by the Executive through the Termination Date;

(iii)           Any and all other cash benefits previously earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plans then in effect;

(iv)           The full amount of any stated bonus payable to the Executive with respect to the year in which termination occurs provided that the events necessary to have earned said bonus have been achieved; and

(v)           All other payments and benefits to which the Executive may be entitled under the terms of any benefit plan of the Company.

(b)           "Act" shall mean the Securities Exchange Act of 1934;

(c)           "Affiliate" shall have the same meaning as given to that term in Rule 12b-2 of Regulation 12B promulgated under the Act;

(d)           "Base Period Income" shall be an amount equal to the Executive's annualized compensation calculated pursuant to section 6 herein for the initial term of this agreement;

(e)           "Board" shall mean the Board of Directors of the Company;

(f)           "Cause" shall mean any of the following:

(g)           "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time;

(h)           “Consolidated Group ” means and includes the Company, all of OSI’s current or future subsidiaries and any other corporations or divisions thereof, which are hereafter acquired by or consolidated with the OSI and which collectively carry on the business of OSI, the Company or any part thereof.;

(i)           "Notice of Termination" shall mean the notice described in Section 9 herein;

(j)           "Person" shall mean any individual, partnership, joint venture, association, trust, corporation or other entity, other than an Executive benefit plan of the Company or an entity organized, appointed or established pursuant to the terms of any such benefit plan;

(k)           "Termination Date" shall mean, except as otherwise provided in Section 10 herein,

(i)           The Executive's date of death;

(ii)           Thirty (30) days after the delivery of the Notice of Termination if the Executive's employment is terminated by the Executive voluntarily; and

(iii)           Sixty (60) days after the delivery of the Notice of Termination if the Executive's employment is terminated by the Company for any reason other than Cause.

2           EMPLOYMENT.

The Company hereby agrees to employ the Executive and the Executive hereby agrees to serve the Company, on the terms and conditions set forth herein.

3.           TERM.

The employment of the Executive by the Company pursuant to the provisions of this Agreement shall commence on the Effective Date and end on the Three Hundred Sixtieth day thereafter (360 ^th )   day thereafter, unless sooner terminated as hereinafter provided.

4.           POSITIONS AND DUTIES.

The Executive shall hold the position of Chairman & CEO of the Company. The Executive shall also perform such duties as the Board shall direct and shall serve in such additional capacities as set forth in Section 7 herein.  In connection with the foregoing positions, the Executive shall have such duties, responsibilities and authority as may from time to time be assigned to the Executive by the Board.  The Executive shall devote substantially all of the Executive's working time and efforts to the business and affairs of the Company.

5.           PLACE OF PERFORMANCE.

In connection with the Executive's employment by the Company, the Executive shall be based at the principal Executive offices of the Company in North Dallas, Texas, except for where travel is required, or where otherwise required by the operations of the Company.

6.           COMPENSATION AND RELATED MATTERS.

(a)           Commencing on the Effective Date hereof, and during the Period of Employment, the Company shall compensate the Executive in accordance with Exhibit A hereto. The Company will also issue to the Executive options as to the Common Stock of the Company as outlined in Exhibit A hereto.

(b)           During the term of the Executive's employment hereunder, the Executive shall be entitled to receive prompt reimbursement for all pre-approved, reasonable expenses incurred by the Executive in performing services hereunder, including all business travel and living expenses while away from home on business or at the request of and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures presently established by the Company and OSI or as may be changed from time to time.

(c)           The Executive shall also be entitled to all other benefits provided by the Company to its general Executives.

7.           OFFICES.

The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a member of the Board of Directors of the Company, or any subsidiary; provided, however, that the Executive is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided in the Company's bylaws, or otherwise.

8.             (a) TERMINATION FOR CAUSE.

If the Executive's employment with the Company is terminated by the Company for Cause, subject to the procedures set forth in Section 9 herein, the Executive shall be entitled to receive the Executive's Accrued Benefits as of the Termination Date.  The Executive shall not be entitled to the receipt of any Termination Payment.

(b) TERMINATION NOT FOR CAUSE.

If the Company terminates the Executive for any reason other than Cause, then the Executive shall be entitled to a Termination Payment equal to Twelve Months Base Salary. Base Salary refers to Base Salary as defined in Exhibit A hereto.

9.           TERMINATION NOTICE AND PROCEDURE.

Any termination by the Company or the Executive of the Executive's employment during the Employment Period shall be communicated by written Notice of Termination to the Executive, if such Notice of Termination is delivered by the Company, and to the Company, of such Notice of Termination is delivered by the Executive, all in accordance with the following procedures:

(a)           The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination.

10.           NONDISCLOSURE OF PROPRIETARY INFORMATION.

(a)           For the purposes of this Paragraph 11, including all subparagraphs, “the Company” shall mean the Company or OSI.  Recognizing that the Company is presently engaged, and may hereafter continue to be engaged, in the research and development of processes, the obtainment and sale of products or performance of services, which involve experimental and inventive work and that the success of its business depends upon the protection of the processes, products and services by patent, copyright or by secrecy and that the Executive has had, or during the course of his engagement may have, access to Proprietary Information, as hereinafter defined, of the Company or other information and data of a secret or proprietary nature of the Company which the Company wishes to keep confidential and the Executive has furnished, or during the course of his engagement may furnish, such information to the Company, the Executive agrees that (a) "Proprietary Information" shall mean any and all methods, inventions, improvements or discoveries, whether or not patentable or copyrightable, and any other information of a similar nature related to the business of the Company disclosed to the Executive or otherwise made known to him as a consequence  of or through his engagement by the Company (including information originated by the Executive) in any technological area previously developed by the Company or developed, engaged in,

 or researched, by the Company during the term of the Executive's engagement, including, but not limited to, trade secrets, processes, products, formulae, apparatus, techniques, know-how, marketing plans, data, improvements, strategies, forecasts, customer lists, and technical requirements of customers, unless such information is in the public domain to such an extent as to be readily available to competitors.

(b)           The Executive acknowledges that the Company has exclusive property rights to all Proprietary Information and the Executive hereby assigns all rights he might otherwise possess in any Proprietary Information to the Company. Except as required in the performance of his duties to the Company or otherwise as required by law, the Executive will not at any time during or after the term of his engagement, which term shall include any time in which the Executive may be retained by the Company as a consultant, directly or indirectly use, communicate, disclose or disseminate any Proprietary Information or any other information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company, its products, customers, processes and services, including information relating to testing, research, development, manufacturing, marketing and selling.

(c)           All documents, records, notebooks, notes, memoranda and similar repositories of, or containing, Proprietary Information or any other information of a secret, proprietary, confidential or generally undisclosed nature relating to the Company or its operations and activities made or compiled by the Executive at any time or made available to him prior to or during the term of his engagement by the Company, including any and all copies thereof, shall be the property of the Company, shall be held by him in trust solely for the benefit of the Company, and shall be delivered to the Company by him on the termination of his engagement or at any other time on the  request of the Company.

(d)           The Executive will not assert any rights under any inventions, copyrights, discoveries, concepts or ideas, or improvements thereof, or know-how related thereto, as having been made or acquired by him prior to his being engaged by the Company or during the term of his engagement if based on or otherwise related to Proprietary Information.

11.           ASSIGNMENT OF INVENTIONS.

(a)           For purposes of this Paragraph 12, the term "Inventions" shall mean discoveries, concepts, and ideas, whether patentable or copyrightable or not, including but not limited to improvements, know-how, data, processes, methods, formulae, and techniques,