0001477932-10-000384 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2010 • OxySure Systems Inc • Surgical & medical instruments & apparatus • Texas

THIS EMPLOYMENT AGREEMENT, as amended (hereinafter referred to as the "Agreement") is made and entered into as of the 15th day of January, 2009 (“Effective Date”), by and between OXYSURE SYSTEMS, INC., a corporation duly organized and existing pursuant to the laws of the state of Delaware, (hereinafter referred to as "OSI" or the “Company”), and JULIAN T. ROSS (hereinafter referred to as the "Executive").

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 15th, 2010 • OxySure Systems Inc • Surgical & medical instruments & apparatus • Texas

This Agreement is made and entered into this 10th day of December, 2010 by and between OxySure Systems, Inc., a Delaware Corporation (“OxySure” or the “Company”) and Tony & Judy Alcedo Family Trust (“Investor”).

Re: Letter Agreement (this "Agreement") between SINACOLA COMMERCIAL PROPERTIES, LTD., a Texas limited partnership ("Landlord"), and OXYSURE SYSTEMS, INC., a Delaware corporation ("Tenant")
Letter Agreement • July 15th, 2010 • OxySure Systems Inc • Surgical & medical instruments & apparatus • Texas

Landlord and Tenant have agreed to exchange certain consideration for certain amounts of Rent and expenses related to the calendar year 2009 under that certain Office Lease Agreement dated March 6, 2007 for the lease of property located in Frisco County, Texas (as amended, the "Lease"). Landlord and Tenant agree that Tenant shall pay such Rent and expenses for a mutually agreed period of time or until such time as Tenant is successful in raising additional equity, if such event occurs earlier, subject to the terms and conditions contained herein. For the purpose of this Agreement, the capitalized terms used herein but not defined shall be given the meaning assigned to them in the Lease.

MODIFICATION OF AGREEMENT (THIRD MODIFICATION)
Modification of Agreement • July 15th, 2010 • OxySure Systems Inc • Surgical & medical instruments & apparatus

WHEREAS, OxySure Systems, Inc. (“OxySure”) and Julian T. Ross (“Ross”) (OxySure and Ross jointly, the “Parties”) entered into that certain Employment Agreement (“Agreement”) dated January 15, 2009, as amended, for the second time on June 23, 2009; and

CANCELLATION AGREEMENT & MUTUAL RELEASE
Cancellation Agreement • July 15th, 2010 • OxySure Systems Inc • Surgical & medical instruments & apparatus

WHEREAS, OxySure Systems, Inc. (“OxySure”) and IR Services, Inc. (“IRSVS”) (jointly, the “Parties”) entered into that certain agreement dated June 22, 2009 (“IRSVS Agreement”);

AGREEMENT
Agreement • July 15th, 2010 • OxySure Systems Inc • Surgical & medical instruments & apparatus • Texas

This Agreement (“Agreement”) is made and entered into on April 20, 2009 by and between OxySure Systems, Inc., a Delaware Corporation (“OxySure”) and IR Services, Inc., a Nevada Corporation (“IR Services”) (jointly, the “Parties”). This Agreement supersedes all prior agreements between the Parties and among the Parties and Donson Brooks.

CANCELLATION AGREEMENT & MUTUAL RELEASE
Cancellation Agreement • July 15th, 2010 • OxySure Systems Inc • Surgical & medical instruments & apparatus

THE UNDERSIGNED parties hereby agree that that certain warrant purchase agreement (“Agreement”) dated April 20, 2009 between the parties be cancelled and the parties hereby release all of their right, title, and interest in and to said Agreement.

DISTRIBUTION AGREEMENT
Distribution Agreement • July 15th, 2010 • OxySure Systems Inc • Surgical & medical instruments & apparatus • Texas

This Distribution Agreement (together with its related exhibits, the “Agreement”) is made and executed this 26th Day of March 2010 the “Effective Date”) by and between OXYSURE® SYSTEMS, INC. (“OxySure” or “OxySure®”), a Delaware corporation with its primary place of business located at 10880 John W. Elliott Drive, Suite 600, Frisco, Texas, 75034 USA and Afritex Medical products Pty) Limited (the “Distributor”), with registered business address at c/o Nolands, Noland House, Liesbeeck Parkway, Mowbray 7700 Cape Town, South Africa.

LICENSE AGREEMENT
License Agreement • July 15th, 2010 • OxySure Systems Inc • Surgical & medical instruments & apparatus

This License Agreement ("Agreement") is established between Afritex Medical Products (Pty) Ltd., a company incorporated under the laws of the Republic of South Africa, with registered corporate address at c/o Nolands, Noland House, Liesbeeck Parkway, Mowbray, 7700 South Africa, ("Afritex") and OxySure Systems, Inc., a Delaware corporation, with offices at 10880 John W. Elliott Drive, Suite 600, Frisco, Texas 75034 ("Company") (Afritex and Company jointly, the “Parties”).

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