EMPLOYMENT AGREEMENT

 

 

                              EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT   AGREEMENT is made and will be entered into as of the 1st day of

October, 2004, by and between OMNIMED INTERNATIONAL,   INC., a Nevada corporation

maintaining   its   principal   offices at 2   Ridgedale   Avenue,   Suite 217,   Cedar

Knolls,   N.J.   07927   (the   "Company")   and   ERIC   ROSENFELD   ("Employee"),    an

individual residing in the State of New Jersey.

 

                              W I T N E S S E T H:

 

     WHEREAS,   the Company desires to employ Employee as Chief Technical Officer

and   Employee   desires   to gain   employment   as Chief   Technical   Officer of the

Company; and

 

     WHEREAS, Employee is willing to accept such employment,   upon the terms and

conditions hereinafter set forth.

 

     NOW,   THEREFORE,   in   consideration   of the mutual covenants and conditions

hereinafter set forth, the parties hereto agree as follows:

 

     1.   Employment of Employee and Services to be Rendered.   The Company hereby

engages   Employee as Chief   Technical   Officer and Employee agrees that he shall

perform such duties as are customarily rendered by such an employee,   as well as

such duties described in Section 3 below.

 

     2. Term. The Company hereby engages   Employee,   and Employee hereby accepts

the   engagement   described   hereunder,   for a period   from the   date   that   this

Employment   agreement is duly executed by both parties hereto (the "Commencement

Date")   for a period   of one year   (the   "Expiration   Date"),   subject   to prior

termination by mutual agreement of the parties hereto or hereinafter provided.

 

     3.   Position   and   Duties.   Employee   shall   serve as the   Company's   Chief

Technical   Officer on a part-time   basis.   He will administer and coordinate the

technology development and maintenance activities of the organization in support

of policies,   goals, and objectives   established by the chief operating   officer

and the Board of Directors by   performing   the   following   duties   personally or

through subordinate   managers.   In connection with his responsibilities as Chief

Technical Officer, Employee shall:

 

          (i)   Development   of the   company's   information   management   strategy

               participates   in and manages   internal   and   external   technology

               planning and project management;

          (ii) develop   overall   business   strategies   and product   workflow and

               architecture;

          (iii) participate in and manage company and customer support;

 

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          (iv) participate    in   and   manage    company    and    customer    system

               infrastructure and architecture development;

          (v)   support,   identify   and   evaluate   new   technologies   for   use by

               Company;

           (vi) act as an   internal   support   consultant   to product   development

               team;

          (vii) provide direct sales and marketing support; and

          (viii)   manage   information   technology   staff   including   scheduling,

                hiring, development, appraisal and work prioritization.

          (ix) Ongoing oversight of all corporate IT projects

          (x)   Specification   and   acceptance   of   technology    deliverables   by

               supervising lower-level staff and managers

          (xi) Management    and    direction    of   staff    toward    technological

               objectives, based on long-term product and profitability goals

          (xii)Development     and     specification     of    strategic     business

                relationships with technology vendors and related resources

 

     4. Compensation.

 

        4.1 Salary. For Employee's   services   hereunder,   the Company's Board of

Directors   (the   "Board")   shall pay Employee an annual   salary of $60,000.   The

Company shall issue to employee   (200,000)   shares of the Company's Common Stock

upon the Commencement Date. In the event that Employee remains employed with the

Company for the entire   year,   the Company   shall issue to Employee   two hundred

thousand (200,000) shares of the Company's common stock.

 

        4.2 Discretionary   Bonus. From time to time during the Term, the Company

may pay to the Employee   additional   compensation in an amount determined by the

sole discretion of the Board of Directors.

 

        4.3 401(k) Plan. Employee shall be entitled to participate in any 401(k)

program that the Company may institute   during the term   specified in Section 2,

herein.

 

     5. Intentionally Omitted.

 

     6. Insurance.

 

        6.1 Key Man Insurance. The Company shall have the right to apply for and

take out, in the   Company's own name or   otherwise,   at the   Company's   expense,

life, health,   accident, or other insurance covering Employee, in any amount the

Company   deems   necessary   to protect   the   Company's   interest   hereunder,   and

Employee   shall have no right,   title or interest   in or to any such   insurance.

Employee   shall assist the Company in obtaining   such insurance by submitting to

usual   and   customary   medical   and   other   examinations   and   by   signing   such

applications,   statements and other instruments as may be reasonably required by

any insurance company.

 

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     7.   Business   Expenses.   During the Term,   Employee   shall be   entitled   to

receive   reimbursement for all reasonable   business expenses incurred by him (in

accordance   with the   policies and   procedures   from time to time adopted by the

Board of Directors of the Company for its senior   executives and consultants) in

performing   services    hereunder,    provided   that   Employee   properly   accounts

therefore in accordance   with such policy and   procedures and such expenses have

been specifically approved in advance. Moreover, Employee expressly acknowledges

and agrees that prior verbal   approval must be obtained from the Chief Executive

Officer of the Company by Employee for expense   greater than one hundred dollars

($100),   and prior   written   approval   for expenses   greater than three   hundred

dollars ($300).

 

     8.    Confidentiality.    Employee    recognizes   and   acknowledges   that   the

technology,    including    but    not    limited    to    specifications,    programs,

documentation,   methods   and data which The   Company   owns,   plans or   develops,

whether   for   its   own use or for   use by its   clients,   developments,   designs,

inventions   and   improvements,    trade   secrets   and   works   of   authorship   are

confidential and are the property of the Company.   Employee also recognizes that

the Company's   customer   lists,   supplier   lists,   proposals and   procedures are

confidential and are the property of the Company.   Employee   further   recognizes

and acknowledges that in order to enable the Company to perform services for its

clients,   those   clients   may furnish to the   Company   confidential   information

concerning their business affairs, property, methods of operation or other data;

that the goodwill afforded to the Company depends upon, among other things,   the

Company and its employees   keeping such services and   information   confidential.

All of these materials and information   including that relating to the Company's

systems and the   Company's   clients,   will be referred to below as   "Proprietary

Information."

 

     9. Non-Disclosure. Employee agrees that, except as directed by the Company,

and in the ordinary course of the Company's   business,   Employee will not at any

time, whether during or after Employee's   employment with the Company,   disclose

to any person or use, directly or indirectly,   for Employee's own benefit or the

benefit of others, any Proprietary Information,   or permit any person to examine

or make copies of any documents which may contain or is derived from Proprietary

Information,   whether   prepared by Employee or otherwise   coming into Employee's

possession or control.   Employee   agrees that the   provisions of this   paragraph

shall survive the termination of this Agreement and Employee's employment by the

Company.

 

     10.   Possession.   Employee agrees that upon request by the Company,   and in

any event upon   termination of Employee's   employment,   Employee shall then turn

over to the   Company   all   documents,   papers or other   material   in   Employee's

possession   or under   Employee's   control   which may contain or be derived   from

Proprietary Information,   together with all documents,   notes or Employee's work

products   which are connected   with or derived from   Employee's   services to the

Company, shall be either returned to the Company or, as appropriate, permanently

deleted.

 

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     11. Ownership.   Employee hereby assigns and agrees to assign to the Company

or its subsidiaries or affiliates,   as appropriate,   its successors,   assigns or

nominees,   Employee's   entire   right,   title and   interest in any   developments,

designs,   patents,   inventions   and   improvements,   trade   secrets,   trademarks,

copyrightable subject matter or proprietary   information which Employee has made

or   conceived,   or may make or conceive,   either   solely or jointly with others,

while providing services to the Company,   or with the use of the time,   material

or facilities of the Company or relating to any actual or anticipated   business,

research,   development,   product,   service or activity   of the Company   known to

Employee   while   employed at the Company,   or suggested by or resulting from any

task assigned to Employee or work   performed by Employee for or on behal