EMPLOYMENT AGREEMENT



     This Employment Agreement (the "Agreement"), dated as of September 1, 2001,

between OmniComm Systems, Inc., a Delaware corporation, (the "Company"), and

David Ginsberg, D.O. (the "Executive").



                                  WITNESSETH:



     WHEREAS, the Executive has experience in managing at a senior level a

publicly traded company (or a division of such a company) involved in the

clinical trials business;



     WHEREAS, the parties acknowledge that the Executive's abilities and

services are unique and essential to the prospects of the Company; and,



     WHEREAS, the Company has entered into an agreement for funding and a

condition of that agreement is that the Executive restructure an existing

employment agreement dated July 18, 2001; and,



     WHEREAS, the Company and the Executive agree that this Agreement hereby

replaces and supercedes the existing employment agreement between the Company

and the Executive dated July 18, 2000; and,





     WHEREAS, in light of the foregoing, the Company desires to employ the

Executive as its Chief Executive Officer and President and the Executive desires

to accept such employment.





     NOW, THEREFORE, the parties hereto agree as follows:



     1.   Employment. The Company hereby employs the Executive and the Executive

hereby accepts employment upon the terms and conditions hereinafter set forth.



     2.   Term and Termination. This Agreement shall commence on September 1,

2001 and shall terminate as of the earlier of:



          (a)  3 years from the date hereof;

          (b)  the death or disability of the Executive. Disability shall mean

the Executive's inability, due to sickness or injury, to perform effectively his

duties hereunder for a period of at least 90 consecutive days;

          (c)  thirty (30) days after notice is given by the Company to the

Executive after a material breach hereof by the Executive; or,

          (d)  thirty (30) days after notice is given by the Executive to the

Company after a material breach hereof by the Company.



The exercise of the Company's or the Executive's right to terminate this

Agreement pursuant to clause (c) or (d) hereof, as the case may be, shall not

abrogate the rights and remedies of the terminating party in respect of the

breach giving rise to such termination.



     3.   Salary.  For all services rendered under this Agreement:

          (a)  During the term of his employment, the Company shall pay the

Executive an annual salary of $200,000. The Executive's salary may be paid in

the form of cash and/or stock, as agreed upon by the parties.



          (b)  During the term of his employment, the Executive shall be

entitled to participate in employee benefit plans or programs of the Company, if

any, to the extent the Executive is eligible to participate thereunder. Such

plans and programs shall include, but not be limited to, the following:



                                       1

<PAGE>



               (i)  major medical health insurance for the Executive, his spouse

                    and two children; and

               (ii) four weeks paid vacation.

          (c)  The Executive shall be permitted to participate in the Company's

stock option plan. The number of shares subject to options, type of options, and

vesting of the options are set forth on Exhibit "A," attached hereto as if fully

set forth herein.



          (d)  The Company shall also pay the Executive a bonus that shall

consist of any one or more of the following:



               (i)  The Company shall pay Executive a minimum guaranteed bonus

               of twelve thousand five hundred dollars ($12,500.00) quarterly in

               arrears.

               (ii) In the event that the Executive is able to meet the

               Company's budgetary requirements set forth in a particular

               calendar year, the Executive shall be entitled to receive a bonus

               to be agreed upon by the Executive and the Company's Board of

               Directors. The Company's Board of Directors and the Executive

               shall agree upon the Company's budgetary requirements or key

               milestones, such requirements or milestones to be decided within

               thirty (30) days of the closing of the private placement with

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC