Contract

EXHIBIT 10.9STARMED GROUP, INC. CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as ofJune 1, 2005 between StarMed Group, Inc., a Nevada corporation (the “Company”),and Steven L. Rosenblatt, M.D., Ph.D., (“Executive”). 1. Employment. (a) The Company hereby employs Executive, and Executivehereby accepts employment with the Company, on the terms set forth in thisAgreement. This Agreement shall be for a term commencing on the date hereof andending two years after the date hereof, unless this Agreement is earlierterminated pursuant to Section 7 hereof. (b) Executive is hereby employed to serve as the Company’sExecutive Vice President. Executive shall provide senior management services andshall perform such duties relating thereto as may be determined and assigned toExecutive from time to time by the Company’s Chief Executive Officer. (c) During the term of this Agreement, Executive shall devotehis best efforts, knowledge and skill and shall devote his attention to theperformance of his duties as follows, except during such periods as Executiveshall be ill, disabled, or on vacation as provided for by this Agreement; Executive shall assist in selection of existing medicalclinics as StarMed Wellness Centers. Assume responsibility for development ofmedical aspects of StarMed Wellness Centers including education and training ofassociated doctors and staff of StarMed Wellness medical procedures andselection of related products. Assist in promotion of StarMed Group. Act asphysician in associated StarMed Wellness Centers as necessary. (d) Executive agrees that, at the request of the Company’sChief Executive Officer, Executive will also perform services under thisAgreement on behalf of the Company for the Company’s direct and indirectsubsidiaries of a nature and scope comparable to the services required ofExecutive by this Agreement, including holding such directorships and offices ofthe Company’s direct and indirect subsidiaries to which Executive may beappointed. 2. Place of Employment. Executive shall be afforded an office andsupport services commensurate with Executive’s position as Executive VicePresident and Chief Medical Director of the Company. – 1 -STARMED GROUP, INC. CONFIDENTIAL 3. Compensation. Executive shall receive a salary at the rate of$90,000 per annum plus one-third of all medical services performed at variousclinics plus $1000 per day for training of providers and staff when he is notacting as a medical provider, as requested by Chief Executive Officer.Executive’s salary shall be payable twice each month on the 15th and last day ofeach month, commencing on the date hereof. The payment of any bonus shall be inthe discretion of the Company. 4. Vacation. Executive shall be entitled to two weeks of paid vacationduring each calendar year. 5. Benefits. The Company agrees that Executive shall be entitled toparticipate in all executive employee benefit plans and perquisites maintainedor provided by the Company. In particular, and not by way of limitation of theforegoing, the Company shall (a) provide Executive with health and disabilityinsurance commensurate with Executive’s position as Executive Vice President ofthe Company. 6. Expenses. The Company shall pay for or reimburse Executive inaccordance with the Company’s standard policies for reimbursement of expensesincurred by its executive officers for all expenses incurred by Executive inperforming Executive’s services and carrying out Executive’s duties pursuant tothis Agreement. 7. Termination. (a) This Agreement may be terminated by the Company,acting through its Board of Directors or its chief executive officer, only uponany of the following events: (i) the expiration of 30 days following writtennotice given by the Board of Directors or the chief executive officer of theCompany to Executive of the Company’s election to terminate this Agreementfollowing Executive’s Disability (as defined below); (ii) a determination by the Company’s Board ofDirectors or chief executive officer that Cause (as defined below) exists toterminate this Agreement, and written notice of termination for Cause is givenby the Board of Directors or the Chief Executive Officer of the Company toExecutive; or (iii) the death of Executive. (b) “Disability” means the inability of Executive to performsubstantially all of the duties required of Executive by this Agreement byreason of physical or mental incapacity for a period of six consecutive months,or a period of more than 270 days in the aggregate in any 18 month period. (c) “Cause” shall be limited to (i) a material breach byExecutive of any material provision of this Agreement, (ii) any act by Executive – 2 -STARMED GROUP, INC. CONFIDENTIALin violation of the “Business Practices Policy” or the “Employees’ OutsideBusiness Interests Policy” attached as Exhibit A and Exhibit B hereto,respectively (together, the “Policies”), (iii) fraud or other dishonest act byExecutive involving the Company, or (iv) Executive’s conviction of a felony,provided that in the case of the foregoing clauses (i) and (ii), “Cause” shallexist only if Executive fails to cure such breach, within 30 days of his receiptof written notice thereof, to the satisfaction of the Company’s Board ofDirectors, provided that if the Board of Directors (with Executive abstaining)is unable to reach agreement as to whether such breach has been cured, the chiefexecutive officer shall determine whether such breach has been cured. Nothingcontained herein shall limit Executive’s rights or remedies if a court shalldetermine that Cause did not in fact exist to terminate this Agreement. (d) During any period that Executive fails to perform theduties required of Executive by this Agreement as a result of incapacity due tophysical or mental illness, Executive shall continue to receive the fullcompensation provided for by this Agreement without abatement until thisAgreement is terminated in accordance with this Section 7. (e) In the event of a breach of this Agreement by the Company,Executive shall not be required to mitigate the amounts of any payments due andowing to Executive by the Company by seeking other employment or otherwise, norshall any compensation received by Executive from any other employment apply toor otherwise mitigate any amounts due by the Company to Executive pursuant tothis Agreement. 8. Competition; Confidentiality. (a) Executive shall not, directly orindirectly: (i) during the term of this Agreement engage or beinterested, whether as owner, partner, consultant, employee, agent or otherwise,in any business, activity or enterprise which is in competition with theCompany’s business, provided, however, that notwithstanding the foregoingExecutive may own not more than 5% of any class of security listed on a nationalsecurities exchange or traded in the over-the-counter market; However, The Company acknowledges that the ExecutiveVice President, Steven L. Rosenblatt, M.D., Ph.D., is a recognized author andmay from time to time contract to write books on medical subjects. The Companymay benefit from such activities both from promotion and product sales. TheCompany’s office also may assist in the book’s preparation and continuedpromotion. Therefore, it is agreed that The Company shall receive 6% of all bookadvances earned by Dr. Rosenblatt, M.D., Ph.D.. (ii) neither during the term of this Agreement orthereafter, except on behalf of the Company in the regular course of theCompany’s business, use, divulge, furnish or make accessible to any third personor organization any confidential or proprietary information concerning theCompany or its business, except to – 3 -STARMED GROUP, INC. CONFIDENTIALthe extent required by law, and provided that information now or hereafter inthe public domain shall not be deemed confidential or proprietary information. 9. Notices. Any notice or other communication required or permitted tobe given hereunder shall be in writing and shall be deemed to have been dulygiven (a) when personally delivered, (b) on the business day following depositof such notice with a reputable overnight courier service, or (c) sent bycertified mail, return receipt requested, postage prepaid, as follows: If to the Company: StarMed Group, Inc. 2029 Century Park East, Suite 1112 Los Angeles, CA 90067 If to Executive: Steven L. Rosenblatt, M.D., Ph.D. 10415 Ravenwood Court Los Angeles, CA 90077Either party may change such party’s address for the purpose of this Section 9by written notice similarly given. 10. Severability. If any provision of this Agreement shall be held tobe invalid or unenforceable, such provision shall be construed and enforced tothe extent possible as if it had been more narrowly drawn so as not to beinvalid or unenforceable, and such invalidity or unenforceability shall notaffect or render invalid or unenforceable any other provision of this Agreement. 11. Entire Agreement. This Agreement sets forth the parties’ final andentire agreement, and supersedes any and all prior understandings, with respectto the subject matter hereof. 12. Assignment; Ratification of Agreement. No right or obligation underthis Agreement may be assigned or delegated by either the Company or Executivewithout the prior written consent of the other party, and any purportedassignment or delegation of any such right or obligation without such consentshall be null and void. 13. Indemnification. The Company shall indemnify and defend Executiveand hold Executive harmless to the maximum extent permitted by law againstclaims, judgments, fines, amounts paid in settlement and reasonable expenses,including reasonable attorneys’ fees, incurred by Executive, in connection withthe defense of, or as a result of any action or proceeding (or any appeal fromany action or proceeding) in which Executive is made or is threatened to be madea party by reason of Executive’s acts or omissions in the performance of hisservices hereunder, if Executive acted in good – 4 -STARMED GROUP, INC. CONFIDENTIALfaith and in a manner she reasonably believed to be in or not opposed to thebest interests of the Company, regardless of whether such action or proceedingis one brought by or in the right of the Company (but excluding any action orproceeding brought by or in the right of StarMed Group, Inc. and any action orproceeding based on the fact of Executive having entered into this Agreement orthe Subscription Agreement between the Company and Executive dated June 1,2005), to procure a judgment in the Company’s favor, or other than by or in theright of the Company. The rights of Executive pursuant to this Section 14 shallbe in addition to and not in derogation of any other rights of indemnification,defense, or being held harmless to which Executive may be entitled pursuant tolaw or otherwise. 14. No Waiver. No failure or delay by either party in exercising anyright, option, power or privilege hereunder shall operate as a waiver thereof,nor shall any single or partial exercise thereof preclude any other or furtherexercise thereof, or the exercise of any other right, option, power orprivilege. 15. Amendment. This Agreement can only be amended, waived or terminatedby a writing signed by both the Company and Executive. 16. Applicable Law. This Agreement shall be governed by and construedand interpreted in accordance with the internal law of the State of Nevada,without reference to its rules as to conflicts of law. 17. Headings. The section headings in this Agreement are for referencepurposes only and shall not affect in any way the meaning or interpretation ofthis Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the date first written above.Executive The Company- ——— ———– StarMed Group, Inc./s/ Steven L. Rosenblatt By: /s/ Herman H. RappaportSteven L. Rosenblatt, M.D., Ph.D. Title: President – 5 -STARMED GROUP, INC. CONFIDENTIAL EXHIBIT A BUSINESS PRACTICES POLICY ————————-NEED FOR POLICY StarMed Group, Inc. maintains certain policies to guide its employeeswith respect to standards of conduct expected in areas where improper activitiescould damage the Company’s reputation and otherwise result in serious adverseconsequences to the Company and to employees and consultants involved. Thepurpose of this Policy is to affirm, in a comprehensive statement, requiredstandards of conduct and practices with respect to certain types of payments andpolitical contributions. Insensitivity to or disregard of the principles of thisPolicy will be grounds for appropriate disciplinary action.STATEMENT OF POLICYProhibition of Improper Payments- ——————————– The Company expects all employees to use only legitimate practices incommercial operations. As stated below, “kickbacks” or “bribes” intended toinduce or reward favorable buying decisions are unacceptable and prohibited. No employee of the Company acting on the Company’s behalf shall, inviolation of any applicable law, offer or make directly or indirectly throughany other person or firm, any payment of anything of value (in the form ofcompensation, gift, contribution or otherwise) to any person or firm employed byor acting for or on behalf of any customer, whether private or governmental, forthe purpose of inducing or rewarding any favorable action by the customer in anycommercial transaction; or any governmental entity, for the purpose of inducingor rewarding action (or withholding of action) by a governmental entity in anygovernmental matter; In utilizing consultants, agents, sales representatives or other, theCompany will employ only reputable, qualified individuals or firms undercompensation arrangements which are reasonable in relation to the servicesperformed. The provisions of this section are not intended to apply to ordinaryand reasonable business entertainment or gifts not of substantial value,customary in local business relationships and not violative of law as applied inthat environment. When customer organizations, governmental agencies, or othershave published policies intended to provide guidance with respect to acceptanceof entertainment, gifts, or other business courtesies by their employees, suchpolicies shall be respected. – 6 -STARMED GROUP, INC. CONFIDENTIALRESPONSIBILITY AND AUTHORITYManagement Responsibility and Consultation- —————————————— Each cognizant manager is responsible for taking timely action,including remedial action as may be necessary, in response to any matter whicharises under this Policy Statement. The manager will be expected to seek thecounsel and guidance of higher management as circumstances may require.Reports- ——- Any employee who is requested to make, authorize, or agree to any offeror payment which is, or may be, contrary to this Policy will promptly reportsuch information to the employee’s manager. Any employee who acquires information (for example, newspaper reports,reports from customers, or statements of individuals involved) that gives theemployee reason to believe that any employee or consultant to the company isengaged in conduct forbidden by this Policy, or that any sales representative,distributor or other person or firm representing the Company in any transactionis engaged in the type of conduct (whether or not in connection with atransaction involving the Company or its products) which, if engaged in by anemployee of the Company, would violate this Policy, will promptly report suchinformation to the employee’s manager. Any manager receiving a report as cited above will promptly report thematter to higher management and thereafter will, after appropriateinvestigation, take timely remedial or other action as warranted under theprovisions of this Policy. – 7 -STARMED GROUP, INC. CONFIDENTIAL EXHIBIT B EMPLOYEES’ OUTSIDE BUSINESS INTERESTS POLICY ——————————————–NEED FOR POLICY In order to preserve the common corporate interests in continuedefficient and profitable operation and protect the Company’s and its employees’reputation for integrity, a statement of policy is needed to: o define clearly the rights and responsibilities of Company employees in their direct or indirect business relationships with outside individuals, companies, and organizations; o establish an effective procedure for disclosure of transactions or situations in which thise may be actual or potential conflicts with the Company’s interests; and o assign responsibility and corresponding authority to determine the propriety and appropriate disposition of any case of actual or potential conflicts of interests which may be reported or otherwise disclosed.STATEMENT OF POLICY It is the policy of StarMed Group, Inc. to recognize and respect theright of its employees to engage in outside financial, business or otheractivities which they may deem proper and desirable provided that such outsideactivities are legal, do not impair or interfere with the conscientiousperformance of Company duties, do not involve the misuse of the Company’sinfluence, facilities or other resources, and do not reflect discredit upon thegood name and reputation of the Company. Accordingly, for all business relationships with outside individuals,companies, and organization and for all personal business undertakings, StarMedGroup, Inc. employees should: o act in accordance with the law, established Company standards, and their own good consciences; o consider the rights, interests and responsibilities of the Company, the outside individuals, companies and organizations, and themselves; o protect their own reputations and interests of the Company and its controlled affiliates against actual or potential conflicting interests with outside parties; and o avoid personal transactions or situations in which their own interests conflict or might be construed to conflict with those of the Company or any of its controlled affiliates. – 8 -STARMED GROUP, INC. CONFIDENTIAL In this connection, every employee shall disclose promptly, in writing,any personal situation or transaction which is or may be in conflict with theintent of this Policy. Disclosures shall be made to immediate managers. A copy of this Policy and supporting guideline bulletin shall be givento each person engaged for, or transferred to, a position in which the incumbentwould influence: (1) the conduct of Company business transactions, or (2) thecustody, protection or use of Company facilities, materials or other resources,including proprietary information. Each such employee shall be requested toacknowledge in writing his or his understanding of the Policy and to disclose atthat time any personal situation which is or may be in conflict therewith.RESPONSIBILITY AND AUTHORITY Responsibility, with commensurate authority for interpreting andimplementing the provisions of this Policy and for obtaining compliance, isplaced with individual managers.RESERVATIONS OF AUTHORITY Since acceptance by an employee of a position as an officer or directorof an outside business concern may entail important legal and business risks tothe Company and the individual involved, it is desirable that employees refrainfrom accepting such positions except where the propriety of their participationhas been clearly established.OUTSIDE BUSINESS IN WHICH POSITION AS OFFICER OR DIRECTOR WILL BE HELD o Corporations or other business organizations in which service of a Company employee as an officer or director could reasonably be interpreted by others as representation of StarMed Group, Inc. or could entail legal or other risks for the company: Requires approval by President. o Small local or family businesses in which service of a Company employee could not reasonably be interpreted by others as representation of StarMed Group, Inc. or does not entail legal or other risks to the Company: Requires approval by cognizant Company Officer or manager reporting to an officer with the limitation that the approval authority must be one over one.The individual approving the acceptance of a position as an officer or directorof an outside business concern should consider the desirability or necessity ofperiodic reviews to determine whether continuance of the approval isappropriate. – 9 –