EMPLOYMENT AGREEMENT

EXHIBIT 10.6

EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (“Agreement”), made on this 1 ^st day of October, 2009, by and between Whispering Oaks International, Inc. d/b/a/ BioCurex (“Company”), and Dr. Ricardo Moro (“Employee”).

RECITALS:

          A.          Employee has been a valued employee of the Company since April 2001.

          B.          The Company possesses and will possess technology, which may benefit significantly from the knowledge and skills of the Employee.

          C.          The Company desires to continue Employee’s employment with the Company as President and Chief Executive Officer under the terms stated in this agreement.

AGREEMENT:

          NOW, THEREFORE, in consideration of the mutual benefits contained herein, the sufficiency of which the parties acknowledge, the parties hereby agree as follows:

          1.           Employment Term. The term of employment (“Term”) shall commence on the date written above and shall continue until December 31, 2013 (the “Final Date”), unless sooner terminated in accordance with Section 12.

           2.          Duties. Employee shall be responsible to perform such duties as assigned to him from time to time by the Board of Directors of the Company (“Board”). Employee shall devote his best efforts to the service of the Company throughout the Term. Employee shall devote at his entire business time to the affairs of the Company provided that Employee may devote such time as is required to manage the affairs of Pacific BioScience Research Centre, Inc. (“PBRC”). Employee and Company acknowledge and agree that (i) Employee may hold certain offices within certain entities as set forth on Exhibit A to this Agreement, (ii) Employee’s devotion of reasonable amounts of time in such capacities, so long as it does not interfere with his performance of services hereunder, shall not conflict with the terms of this Agreement and (iii) Exhibit A may be amended from time to time by agreement of the parties.

          3.          Compensation.

                        During the Term the Company shall compensate Employee at an initial annual compensation of $250,000 (the “Base Compensation”). The Company and Employee acknowledge that Employee is also employed as the President of PBRC and that pursuant to a services agreement by and between the Company and PBRC dated as of October 1, 2009 (the “Services Agreement”), PBRC is providing certain services to the Company, for which the Company is compensating PBRC on the basis of cost plus a Cost Adjustment (as defined therein). The Company shall be given a credit against the Base Compensation payable to the Employee in an amount equal to the amount of the aggregate Cost Adjustment paid to PBRC. On the 25 ^th day following the end of each calendar quarter, beginning with the quarter ended

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December 31, 2009, if the Company has not paid to PBRC as the Cost Adjustment an amount for such calendar quarter in the aggregate of at least $62,500 the amount of such deficiency shall be paid to Employee. All such compensation shall be payable in accordance with Company’s payroll practices in effect from time to time, and less amounts required to be withheld under applicable law and requested to be withheld by Employee. Employee’s Base compensation shall be subject to review on an annual basis. The Company may, but shall not be required to, pay bonus compensation to Employee. In determining the amount of any bonus to be paid to the Employee, consideration will be given to the amount of compensation the Employee receives from PBRC. Except as otherwise provided in this Agreement, the Base Compensation shall be prorated for any period of service less than a full month.

          4.          Expenses. The Company will reimburse Employee for all expenses reasonably incurred by him in discharging his duties for the Company, conditioned upon Employee’s submission of written documentation in support of claimed reimbursement of such expenses, and consistent with the Company’s expense reimbursement policies in effect from time to time.

          5.          Benefits. Subject to eligibility requirements, Employee shall be entitled to participate in such benefit plans and programs as adopted by the Company from time to time.

          6.          Confidentiality.

                       (a)          In the course of his employment with the Company, it is anticipated that Employee may acquire knowledge (both orally and in writing) regarding confidential affairs of the Company and confidential or proprietary information including: (i) matters of a technical nature, such as know-how, inventions, processes, products, designs, chemicals, compounds, materials, drawings, concepts, formulas, trade secrets, secret processes or machines, inventions or research projects: (ii), markets, sales, suppliers, customers, plans for future development, plans for future products, marketing plans or strategies; and (iii) other information of a similar nature which is not generally disclosed by the Company to the public, referred to collectively hereafter as “Confidential Information.” “Confidential Information” shall not include information generally available to the public. Employee agrees that during the term of this Agreement and thereafter, he (1) will keep secret and retain in the strictest confidence all Confidential Information, (2) not disclose Confidential Information to anyone except employees of the Company authorized to received it and third parties to whom such disclosure is specifically authorized, and (3) not use any Confidential Information for any purpose other than performance of services under this Agreement without prior written permission from the Company.

                       (b)          If Employee is served with any subpoena or other compulsory judicial or administrative process calling for production or disclosure of Confidential Information or if Employee is otherwise required by law or regulation to disclose Confidential Information, Employee will immediately, and prior to production or disclosure, notify the Company and provide it with such information as may be necessary in order that the Company may take such action as it deems necessary to protect its interest.

                       (c)          The provisions of this paragraph 6 shall survive termination of this Agreement.

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                       (d)          Notwithstanding anything contained hereinto the contrary, if PBRC becomes a licensee of any of the Company’s technology, Employee may use the Confidential Information in connection with any services Employee may provide to PBRC and disclose any Confidential Information to any sublicense of PBS, provided the sublicensee agrees to be bound by this Section 6.

          7.          Non-Competition.

                       (a)          Employee agrees that during the Term and for a period of two (2) years following termination of employment with the Company for any reason, he will not directly or indirectly engage in any activity directed toward the development, sale or marketing of any cancer markers for screening, diagnostic, or follow-up purposes.

                       (b)          Employee agrees that during the Term and for a period of two (2) years following termination of employment with the Company for any reason, he will not directly or indirectly engage in any activity as defined in any patents or patent applications filed or Contemplated at any time during the Term. Patents or patent applications “Contemplated” are those included, recorded or discussed in the notebooks of researchers employed by or performing services on behalf of the Company.

                       (c)          For a period of two (2) years following termination of employment with the Company for any reason, except with the express written consent of the Company, Employee agrees to refrain from directly or indirectly recruiting, hiring or assisting anyone else to hire, or otherwise counseling to discontinue employment with the Company, any person then employed by the Company or its subsidiaries or affiliates.

                       (d)          The provision of this paragraph 7 shall survive termination of this Agreement and the term of employment.

                       (e)          Notwithstanding the above:

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          8.          Covered Work.

                       (a)          All rights, title and interest to any Covered Work that Employee makes or conceives (whether alone or with others) while consulting for the Company, belong to the Company. This Agreement operates as an actual assignment of all rights in Covered Work to the Company. “Covered Work” means products and Inventions that relate to the actual or anticipated business of the Company or any of its subsidiaries or affiliates, or that result from or are suggested by a task assigned to Employee or work performed by Employee on behalf of the Company or any of its subsidiaries or affiliates, or that were developed in whole or in part on the Company time or using the Company’s equipment, supplies or facilities.