Confidential

Confidential

May 1, 2015

Xxx Xxxx

000 Xxxx Xxxxxxxxxx Xxxx Xxxxxxxxxx, Xxxx 00000

Subject: CONSULTING AGREEMENT LETTER

This agreement ("Agreement") dated 30 April 2015 is made by and between Fresh Medical Laboratories, Inc. ("FML," the "Company" or "ProLung") a Delaware Corporation whose principal address is 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000 ("Company"), AND Xxx Xxxx located at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxx 00000 ("Consultant.").

1.

Consultation Services: The Company hereby employs the Consultant to perform the marketing services in accordance with the terms and conditions set forth in this Agreement. Marketing advisory services include functioning as the Chief Marketing and Sales Officer of the Company. No other agreement written or verbal is recognized, precludes, amends or predates this Agreement between Consultant and FML. The Consultant will assist in the clinical direction and regulatory approvals of the Company and others mutually agreed assignments from time to time. In that capacity, the Consultant will report to the Chief Executive Officer.

2.

Conflict of Interest: The Consultant will promptly disclose to and notify the management of the Company of any potential conflict of interest in the performance of his duties as a consultant. The Consultant maintains and supports the business interests of FML and shall not informally or officially represent any potential Partner or Partners without the prior written approval of FML.

3.

Payment to Consultant: On projects approved in advance by the Company, the Consultant will be paid a cash retainer of $1,000 per week ("Compensation") by FML for 8 hours of time. Cash payments will occur each Friday.

4.

Interest: The Consultant will be required to represent and promote uniquely and fully the interests of the Company and its Management and Affiliates at all times and refrain from receiving or agreeing to receive Incentive Compensation by any other party, group of individual introduced by you to the Company. The Consultant also agrees to refrain from withholding information that is critical to the Company which has been disclosed by any party introduced to the Company by the Consultant.

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May 1, 2015

5.

Complete Agreement: The Consultant and the Company, agree that this Offer constitutes the only offer between the Consultant and the Company and no other conditions are agreed other than those set forth herein. Further, the Parties agree that this Offer remain in effect for the Term of the Offer unless terminated by either Party in writing.

6.

Termination: Either the Consultant or the Company may terminate this agreement at any time and for any purpose.

7.

Breach: If there is a breach in the Confidentiality or Interest provision of this Offer, as determined by the Company, and, having advised the Consultant remains uncured for 30 days, this Offer is rescinded and any Incentive Compensation granted hereby cancelled.

8.

Expenses: The Consultant will be reimbursed for reasonable business expenses. The Consultant may be asked to produce receipts, and it is easier for the Company if the Consultant gets a quick prior approval for any major expense prior to the Consultants commitment in order for the Company to reimburse in a timely way.

9.

Contractor: Under the law of the State of Utah, the Consultant is an area Contractor. As such the Consultant is responsible for their own taxes and are not able to obligate the Company, or represent the Company on their own.

10.

Confidential Information: During the Tern of this agreement, the Consultant agrees to be bound by the Confidentiality and on Disclosure Agreement ("CDA").

The Company and the Consultant to do hereby agree with the foregoing this day April 20, 2015:

/s/ Xxxxxx X. Xxxx                            

Fresh Medical Laboratories, Inc.

By Xxxxxx X. Xxxx

Its President and CEO

/s/ Xxx Xxxx                                      

By Xxx Xxxx

Chief Marketing & Sales Officer Consultant