Chief Operating Officer Employment Agreement

EMPLOYMENT AGREEMENT
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Agreement made the 2nd day of November, 1995, by and between a


Corporation: Certified Diabetic Supplies, Inc.
(a Florida Corporation) 1951 J & C Boulevard
Naples, Florida 33942


and


Executive: Peter J. Fiscina
15084 Royal Fern Court L-200
Naples, Florida 33963


Effective Date: November 2, 1995


BACKGROUND


It is in the best interest of the Corporation and its Shareholders to secure Executive's services for the Corporation with an employment agreement. The Corporation, as an incentive to Executive to become employed and to continue employment with the Corporation grants compensation, present and future stock interest and other incentives as more fully set forth in this Agreement and the attached Schedules. Executive and the Corporation desire to enter into an Employment Agreement under the terms and conditions set forth below.


NOW THEREFORE, in consideration of the promises and mutual agreements set forth in this Agreement and for other good and valuable consideration, the parties agree as follows:


1. EMPLOYMENT


The Executive shall be employed by the Corporation in the capacity of President and Chief Operating Officer of the Company


2. DUTIES


Executive shall serve the Corporation faithfully and to best of his ability, under the direction of the Board of Directors. He shall devote his entire time, energy and skill during the regular business hours and such other hours as are reasonably necessary and shall perform from time to time such services and act in such office or capacity as the Board of Directors may direct. Company acknowledges, however, that Employee has other business interests and is a director of other businesses and that such activity shall not constitute a breach of this Agreement as long as it does not normally interfere with the performance by Employee of his duties hereunder.


3. COMPENSATION


The Corporation shall pay or cause to pay the Executive during the term of his employment salary and bonuses as more particularly set forth in Schedule "A" which is attached to this Agreement and made part hereof.


4. STOCK


Executive shall be entitled to certain capital stock in the Corporation as set forth in Schedule "B" which is attached to this Agreement and made a part hereof.


5. ADDITIONAL BENEFITS


Executive shall also be entitled to any fringe benefits which may from time to time be made available to officers, directors and other Executives of the Corporation and as set forth in the personal policies of the Corporation, or as determined by the Board including but not limited to any employee benefit plan which is qualified and exempt under Section 401(a) and 501(a) of the Internal Revenue Code. Executive shall also be entitled to any group medical, dental, hospitalization insurance, long-term disability insurance equal to ($4,000/month) Four Thousand Dollars per month and a life insurance policy of not less than ($1,000,000) One Million dollars payable in the event of death of the Executive and the Executive shall select the beneficiary. It is understood that, with the exception of the life insurance policy, employment is not a requirement for the Corporation to be responsible for continued coverage for the executive and his wife for group medical, dental and hospitalization insurance. This insurance will be a continuing cost to the Corporation until death of the Executive and his wife, Elizabeth A. Fiscina.


6. EXPENSES


The Corporation shall reimburse Executive for out-of-pocket expenditures for transportation, fuel, entertainment, travel, meals, hotel accommodations and the like incurred by him in the interest of the Corporation ("out-of-pocket expenses"). Executive shall each month submit vouchers, receipts or other documentation together with appropriate written explanation required by Corporation to verify out-of-pocket expenses and shall be reimbursed for the actual expenses incurred. Corporation shall provide Executive a reasonable monthly allowance for automobile expense, including cost of the vehicle, gas, maintenance, repairs and insurance or, in the alternative, may provide a suitable motor vehicle for use by the Executive for conduct of business on behalf of the Corporation.


7. WORKING FACILITIES


The Corporation shall furnish Executive with such office space and such other facilities and services as in the discretion of the Board of Directors is appropriate for such an executive position and necessary for performance of his duties.


8. AUTHORITY TO BIND THE CORPORATION


Executive shall have authority to enter into contracts binding upon the Corporation and to create any obligations on the part of the Corporation in the normal course of business and as would be expected of an Executive of a similar Corporation. Notwithstanding the foregoing, Executive shall not have the authority to enter into contracts binding the Corporation, without prior approval with the Board of Directors, for purchases of transactions equal to or exceeding ($500,000) Five Hundred Thousand Dollars.


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9. VACATIONS


Executive shall be entitled each year to six (6) weeks vacation in accord with company policy for officers, directors senior management personnel.


Vacations shall be coordinated with other employees of the Corporation, shall be consistent with Executive's duties (as more fully set forth in Section 2 of this Agreement) and the needs of the Corporation and shall be scheduled at such times so as not to interfere with the effective operation of the Corporation.


10. TERM AND TERMINATION OF EMPLOYMENT


10.a. Term


The term of employment shall be for a period of five (5) years commencing on the Effective Date of this Agreement November 2, 1995 until October 31, 2000. At the end of the initial five (5) year term, Corporation and Executive agree to negotiate in good faith a new contract or extension of the current contract. In the event the Corporation and Executive fail to reach an Agreement due solely to the failure of the Corporation to negotiate in good faith, Executive shall be entitled upon his termination to his highest annual compensation (to include all bonus compensation) payable for one (1) year from the date of termination in the same manner his salary was paid while employed ("Severance Pay"). Executive shall have no duty to mitigate damages and should he accept other employment, severance pay shall not be reduced or deducted from any other of his earned income.


Further, in the event the Corporation terminates Executive other than pursuant to the provisions set forth in Section 10b below, the Executive shall be entitled to (i) the balance of his compensation due under this Employment Agreement, but in no event Executive shall be paid no less than an amount equal to two year's compensation as provided in Sections 3, 4, 5, 6, and 7 (ii) Severance pay for the year following termination and (iii) release of all stock from any escrow and forfeited provisions set forth in Schedule B.


10.b. Termination


10.b.1 Termination by Death. If Executive dies, then this Agreement shall terminate immediately, except that Executive's heirs, personal representatives or estate shall be entitled to receive (a) his salary for a period of one (1) year after his death payable as his salary was paid during Executive's lifetime; (b) any accrued benefits up to the date of termination; (c) bonuses that have accrued but not paid; (d) shares of stock pledged, held in escrow, stock options, warrants or other rights to own or purchase stock in the Corporation; and


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(e) any benefits which are to be continued or paid after the date of termination in accordance with the terms of the corresponding benefit plans. Specifically, medical insurance is to continue for the lifetime of the Executive and his wife, Elizabeth A. Fiscina.


10.b.2 Termination by Disability. If Executive becomes disabled, and such disability continues for more than three (3) consecutive months after the onset of Disability (as defined below) or for periods aggregating more than four(4) months during any sixth month period, then Corporation shall have the right to terminate this Agreement immediately, except that Executive shall be entitled to receive (a) the difference in his Base Salary above any disability insurance proceeds received from the disability policy or plan paid for or provided by Corporation for a period of one (1) calendar year beginning on the date of the Onset of the disability; (b) any accrued b ...