MODIFICATION OF AGREEMENT

MODIFICATION OF AGREEMENT

WHEREAS, OxySure Systems, Inc. ("OxySure") and Xxxxxx X. Xxxx ("Xxxx") (OxySure and Xxxx jointly, the "Parties") entered into that certain Employment Agreement ("Agreement") dated January 15,2009; and

WHEREAS, The Parties have agreed that it is in their best interests to modify the terms of the Agreement,

NOW, WHEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

Exhibit A, Section 2(a) - "Base Salary" shall be amended, and Exhibit A, Section 2(a) shall read as follows:

(2) Salary, Bonus and Benefits

(a) Base Salary: For a period commencing on the date of signature of this amendment, and continuing until Xxxx, in his sole discretion shall determine, Base Salary shall be zero. In exchange, OxySure is to issue Xxxx or his nominee(s) a Senior Note in the amount of $ 15,000 for every month of salary exchanged, plus 7,000 xxxxx warrants for every month of salary exchanged.

All other provisions of the Agreement shall remain unchanged.

Agreed to and accepted;

By: /s/			By:  /s/
Mr.Xxx Xxxx, Director			Xx.Xxxxxx Xxx, Executive
For: OxySure Systems, Inc.
Date: January 15. 2009			Date: January 15,2009