EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this 30s day of June, 2007, by and between Big Plants Media Corp, hereinafter collectively referred to as the "Seller" and Medivisor, Inc., and/or assigns and/or nominees, hereinafter collectively referred to as the "Purchaser" (the term `Purchaser" shall extend to in the first instance the original Purchaser named herein and also the assigns of such Purchaser);

WITNESSETH:

WHEREAS, the Seller is the record owner and holder of the issued and Outstanding shares of the capital stock of Big Pants Media Corp, hereinafter referred to as the "Corporation", a New York corporation, which Corporation has issued capital stock of _____ shares of $0 par value common stock, and

WHEREAS, the Purchaser desires to purchase all of the issued and outstanding capital stock of the Corporation (referred to as the "Corporation's Stock"), and the Seller desires to sell or cause to be sold all of the Corporation's stock, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:

1. PURCHASE AND SALE: CLOSING.

a. Purchase and Sale of Corporation's Stock. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey and transfer, or cause to be sold, conveyed or transferred, all of the Corporation's Stock and deliver to the Purchaser certificates representing such stock and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in Section 2 and Exhibit "A" of this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller.

b. Procedure for Closing. The closing of the transactions contemplated by this Agreement (the "Closing"), shall be held on the 31st day of May, 2007 ant 326 Walt Whitman Rd, Huntington Station, NY 11746 or such other place, date and time as the parties hereto may otherwise agree (such date to be referred to in this Agreement as the "Closing Date").

2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:

a. Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and has the corporate power and authority to carry on its business as it is now being conducted. A true and correct copy of:

i. its Certificate of Incorporation and all amendments thereto to date certified by the Secretary of State of the State of New York, and

ii. its Bylaws as now in effect, will be delivered by Seller to the Purchaser prior to the Closing Date. The Corporation's minute books will be made available to the Purchaser and its representatives at any reasonable time or times prior to the Closing for inspection and will be complete and correct as of the date of any such inspection.

b. Capitalization. The authorized capital stock of the Corporation consists of shares of $ 0 par value common stock.

c. Restrictions on Stock.

i. Neither the Corporation nor Seller is a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

ii. Seller is the lawful owner of all the Corporation's Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.

iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature; calls or rights to subscribe of any character relating to the capital stock of the Corporation, nor are there any securities convertible into such stock.

d. Subsidiaries. The Corporation has no subsidiaries.

e. Authority Relative to this Agreement. Except as otherwise stated herein. the Seller has full power and authority to execute this Agreement and carry out the transactions contemplated by it and no further action is necessary by the Seller to make this Agreement valid and binding upon Seller and enforceable against it in accordance with the terms hereof, or to carry out the actions contemplated hereby. The execution, delivery and performance of this Agreement by the Seller will not:

i. constitute a breach or a violation of the Corporation's Certificate of Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust, mortgage, loan agreement or other instrument to which it is a party, or by which it is bound;

ii. constitute a violation of any order, judgment or decree to which it is a party or by which its assets or properties are bound or affected; or

iii. result in the creation of any lien, charge or encumbrance upon its assets or properties, except as stated herein.

f. Financial Statements. Seller is furnishing financial statements of the Corporation as an inducement to Purchaser to purchase the Corporation's Stock and accordingly, Seller warrants and represents the financial operating history or condition of the Corporation as indicated by the financial statements turned over to Purchaser. Moreover, Seller warrants and represents that at closing the Corporation and the Corporation's Stock will not be subject to any liability save and except those specifically enumerated in Exhibit "B" attached hereto and made a part hereof.

To the extent that liabilities are discovered by Purchaser after Closing which relate to events prior to Closing, Seller shall be responsible to forthwith pay such liabilities, including income tax liabilities in cash within fifteen (15) days thereof, or alternatively, if Seller objects to such liabilities in good faith, litigate the issue and indemnify and save harmless Purchaser from any claim for such liability This indemnification as it relates to income tax liabilities of the Corporation shall terminate on the tenth (10th) day after the expiration of the applicable period of limitations on assessments and collections applicable to such taxes under the Internal Revenue Code. Moreover, the aforementioned indemnity shall not apply to any tax liability which may occur by reason of actions taken by the Purchaser including, but not limited to, the liquidation of the Corporation.

g. Tax Matters. The Corporation has timely prepared and filed all federal, state and local tax returns and reports as are and have been required to be filed and all taxes shown thereon to be due have been paid in full.

h. Litigation. The Corporation is not a party to any litigation, proceeding or administrative investigation and to the best knowledge of the Seller none is pending against the Corporation or its properties.

i. Properties. The Corporation has good and merchantable title to all of its properties and assets which are those properties and assets set out in Exhibit "C" attached hereto and made a part hereof. At closing, such properties and assets will be subject to no mortgage, pledge, lien, conditional sales agreement, security agreement, encumbrance or charge, secured or unsecured, except for real estate taxes and tangible personal property taxes which shall be prorated as of the date of closing, or those specifically set out in Exhibit "B"

j. Compliance with Applicable Laws. None of the Corporation's actions are prohibited by or have violated or will violate any law in effect on the date of this Agreement or on the date of closing. None of the actions of the Corporation shall conflict with or result in any breach of any of the provisions of, or constitute a default under, or result in the creation of any lien, security interest, charge or encumbrance upon the capital stock of the Corporation, or upon any of the assets of the Corporation, under the provisions of the Certificate of Incorporation or Bylaws or any indenture, mortgage, lease, loan agreement or other agreement to which the Corporation and/or the Seller is a party or by which the capital stock or properties and assets of the Corporation are bound to effect it.

The Corporation is in compliance with all applicable laws, including, but not limited to, corporate laws, zoning regulations, restaurant and beverage laws and regulations, if applicable, city, and/or county and state occupational laws and regulations, internal revenue laws, and any and all other laws which may effect the operation or liability of the Buyers herein.

k. Documents for Review. The Corporation's documents enumerated in Exhibit "D", attached hereto and made a part hereof, are true, authentic, and correct copies of the originals, or, if appropriate, the originals themselves, and no alterations or modifications thereof have been made.

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

5. TRANSACTIONS PRIOR TO THE CLOSING. Seller hereby covenants the following:

a. Conduct of Corporation's Business Until Closing. Except as Purchaser may otherwise consent in writing prior to the Closing Date, Seller will not enter into any transaction, take any action or fail to take any action which would result in, or could reasonably be expected to result in or cause, any of the representations and warranties of Seller contained in this Agreement, to be not true on the Closing Date.

b. Resignations. Seller will deliver to Purchaser prior to the Closing Date the resignation of each director and officer of the Corporation, each such resignation to be effective on the Closing Date, if requested by buyer.

c. Satisfactions. Seller will deliver to Purchaser on the Closing Date a satisfaction from any mortgage and lien holder of the Corporation's property, satisfactory in form and substance to the Purchaser and his counsel indicating that the then outstanding unpaid principal balance of any promissory note secured thereby has been paid in full prior to or simultaneously with the Closing.

d. Advice of Changes. Between the date hereof and the Closing Date, Seller will promptly advise Purchaser in writing of any fact which, if existing or known at the date hereof, would have been required to be set forth herein or disclosed pursuant to this Agreement, or which would represent a material fact the disclosure of which would be relevant to the Purchaser.

6. EXPENSES. Each of the parties hereto shall pay its own expense in connection with this Agreement and the transactions contemplated hereby, including the fees and expenses of its counsel and its certified public accountants and other experts.

7. GENERAL. a. Survival of Representations and Warranties. Each of the parties to this Agreement covenants and agrees that the Seller's representations, warranties, covenants and statements and agreements contained in this

g. Conditions Precedent. The Conditions Precedent to the enforceability of this Agreement are outlined in Exhibit "E", attached hereto and made a part hereof. In the event that said Conditions Precedent are not fulfilled by the appropriate dates thereof, this Agreement shall be deemed null and void and any deposits paid shall be returned to the Purchaser forthwith.

h. Contractual Procedures. Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore may be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights they may have to object to the method by which service was perfected.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto and signed by an officer thereunto duly authorized and attested under the corporate seal by the Secretary of the corporate party hereto, all on the date first above written.

Signed, sealed and delivered in the presence of:

(CORPORATE SEAL)
                                       By:
____________________________________   _________________________________________
Witness                               (It's President Sole Officer


____________________________________
Witness


                                       Big Pants Media

____________________________________   _________________________________________
Witness                                Seller


____________________________________
Witness

                                       Medivisor Inc.


____________________________________   _________________________________________
Witness                                Buyer


____________________________________
Witness

EXHIBIT "A"

AMOUNT AND PAYMENT OF PURCHASE PRICE

a. Consideration. As total consideration for the purchase and sale of the Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of 50.000 restricted two years shares of Medivisor Inc. valued at present at $85,000.00 such total consideration to be referred to in this Agreement as the "Purchase Price".

ii. Stock certificate of Purchaser in the amount of 50.000 shares to be delivered to Seller upon Seller's examination and approval of the books and records of the Corporation.

iii. Stock of Purchaser in the amount of 50,000 shares to be delivered to Seller at closing

c. In the event that the Purchaser, after a complete review of the Corporation's books, records, financial statements, sales tax receipts, bank statements, check books, and any other document required by Purchaser to verify the standing, status or performance of the Corporation, does not approve said purchase, then in that event, all deposits paid to that date shall be returned to Purchaser with no further liability, responsibility or obligation.

EXHIBIT "B"
PROPERTIES AND ASSETS OF CORPORATION

EXHIBIT "C" DOCUMENTS FOR REVIEW

i. Corporate Articles of Incorporation
ii. Corporate Bylaws
iii. Corporate Minutes and Resolutions
iv. Financial and Operating Statements
v. Income Tax Returns
vi. Accounts Receivable and Payable Ledgers

g. Conditions Precedent. The Conditions Precedent to the enforceability of this Agreement are outlined in Exhibit "E", attached hereto and made a part hereof. In the event that said Conditions Precedent are not fulfilled by the appropriate dates thereof, this Agreement shall be deemed null and void and any deposits paid shall be returned to the Purchaser forthwith.

h. Contractual Procedures. Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore may be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights they may have to object to the method by which service was perfected.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto and signed by an officer thereunto duly authorized and attested under the corporate seal by the Secretary of the corporate party hereto, all on the date first above written

Signed, sealed and delivered in the presence OF:

(CORPORATE SEAL)

/s/                                    By: /s/
____________________________________   _________________________________________
Witness                                (It's President SOLE OFFICER)


____________________________________
Witness


                                       Big Pants Media


/s/                                    /s/
____________________________________   _________________________________________
Witness                                Seller


____________________________________
Witness


                                       Medivisor Inc.


/s/                                    /s/
____________________________________   _________________________________________
Witness                                Buyer

EXHIBIT 10.2

MASTER AGENT AGREEMENT

This Agreement is made and entered into by and between Wellscape LLC, an Oregon Limited Liability Company, with principal offices at 2649 Williamette Street, Eugene, Oregon 97405 (the "Company"), and Medivisor, Inc., with principal offices at 326 Walt Whitman Road, Huntington Station, NY 11746 (the "Agent").

RECITALS:

Whereas, the Company develops and sells software applications for the healthcare industry; and

Whereas, Agent is in the business of providing solutions to the healthcare industry, herein after referred to as Agent's "Services", and

Whereas, the Company desires to gain the Services of Agent; and

Whereas, Agent desires to sell such Services.

Now therefore, in consideration of the mutual covenants herein and other good and valuable consideration given by each party to the other, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. DEFINITIONS

In this Agreement the following terms shall have the following meanings:

A. "Products" shall mean the software applications Smart-PI(R), Rx-Minder(R), and Physi-Calc(TM) developed by and customized by the Company (with additional applications to be added in writing at the Company's discretion)

B. "Agent's Authorized Clients" will include customers to whom Agent (i) has submitted a proposal and (ii) is diligently pursuing the execution of a purchase agreement for Product. If a purchase agreement and deposit for Product are received from a customer within 180 days of the proposal submittal, the customer shall remain Agent's Authorized Client for a period of one year from the Company's receipt of the purchase agreement and deposit or, if sooner, the termination or expiration of this Agreement.

C. "Program" means the entire package of components and services that Agent is providing to Agent's Authorized Client. In addition to Products, the components of each Program may include but are not limited to CD production, direct mail development and printing, fulfillment, creative, mail services and collateral packaging and materials.

D. "Retail Pricing" shall mean the amount the Agent is paid for sales made on Products (see Exhibit 2).

E. "Sales Commission" shall mean the amount the Agent is paid for sales made on Products (see Exhibit 2).

F. "Confidential Information" shall include, but not be limited to, trade secrets, technical information, technological information, computer programs and related documentation, specifications, designs, drawings, concepts, ideas, methods, business plans, business strategies, projections, prices, research information, financial information, customer lists, customer information and data and all other materials and information not generally known to others or which have otherwise been maintained in confidence by the Company.

G. "Master List of Authorized Client" shall mean the list posted on the Company's website showing Agent's Authorized Clients and the Authorized Clients of all other agents and other sales entities for the Company, as amended from time to time by the Company.

H. "Purchase Agreement" shall mean the Company's purchase agreement template, including the terms and conditions on the back or attached to the template in the form of Exhibit 3.

2. GRANT AND TERM OF REPRESENTATION

A. On the terms provided herein, Company Hereby appoints Agent as its exclusive agent for sale of Products to Agent's Authorized Clients, and Agent hereby accepts this appointment.

B. Unless sooner terminated in accordance with the provisions hereof, the initial term of this Agreement shall be a period of 12 months from the date this Agreement is executed.

C. Unless sooner terminated in accordance with the provisions hereof, this Agreement will be renewed automatically each year thereafter.

D. Agent shall sell a minimum of $200,000 at Retail Pricing during each contract year.

3. AGENTS GENERAL OBLIGATIONS

Agent shall:

A. Devote its diligent efforts to promoting and selling the Products.

B. Distribute sales brochures and other information describing the Products.

C. Maintain accurate and complete records concerning current and prospective Authorized Clients which have purchased or express interest in purchasing the Products.

D. Follow up on inquiries and price quotations.

E. As Agent identifies new opportunities not included on the Master List of Authorized Clients, Agent will contact Company to discuss in order to coordinate sales efforts across agents and other sales entities.

F. Submit proposals to Authorized Clients and contemporaneously send a copy of each such proposal to the Company.

G. After a proposal has been submitted to an Authorized Client, diligently pursue the closing of the sale.

H. Receive Purchase Agreements for Product in the form attached as Exhibit 3, and with each Purchase Agreement, Agen shall collect a "Deposit Fee" equal to 50% of the total Retail Price for Product ordered and deliver the same to the Company.

I. Communicate on a consistent basis with each Authorized Client in order to determine level of satisfaction with Products, and notify Company of all complaints and problems with respect to quality, price or support relative to the Products.

J. Conduct any and all sales activities in connection with the Products in a lawful manner and use its commercially reasonable efforts to enact and carry out a merchandising policy designed to preserve the good will of the Company and the Products.

K. Agent agrees to only present Retail Pricing to potential clients. If special pricing is required for a specific Program, Agent agrees to request this pricing in writing before presentation to potential clients.

L. Refrain from selling or promoting the Products to any entity included on the Company's Master List of Authorized Clients unless the entity is one of Agent's Authorized Clients.

M. Refrain from selling or promoting any directly competitive software products.

4. COMPANY'S GENERAL OBLIGATIONS

Company shall:

A. Work diligently with Agent's Authorized Clients to deliver Products resulting from orders as a result of Agent's efforts.

B. During the term of this Agreement and so long as Agent is not in breach of any provision of this Agreement, refrain from conducting any selling efforts on its own or through other agents to Agent's Authorized Clients.

C. Timely respond to all requests for information and pricing by Agent.

D. Maintain and update from time to time the Master List of Authorized Clients.

E. Update from time to time the Retail Pricing (Exhibit 1).

F. Update from time to time the Purchase Agreement (Exhibit 3).

5. PRICING

A. Company will provide to Agent an initial Retail Price list, herein attached as Exhibit 1.

B. Company reserves the right to change Retail Pricing at any time with the understanding that any Retail Pricing already provided in any pending Program proposals to Agent's Authorized clients will remain unchanged.

6. SALES COMMISSION

During the term of this Agreement, Company shall pay Agent commissions on the sale of Product to Agent's Authorized Clients in accordance with Exhibit 2 to this Agreement.

7. CONFIDENTIAL INFORMATION

Agent shall neither use nor disclose to any third parties any confidential Information concerning the business affairs or the Products of Company which Agent may acquire during the course of its activities under this Agreement. In addition, Agent shall take any and all necessary precautions to prevent any such disclosure by its employees, officers, directors, Agents or agents. Agent further acknowledges and understands that any right, title and interest in and to the Confidential Information is vested in Company and that such information is the sole property of Company.

8. TRADEMARKS, PATENTS AND COPYRIGHTS

Agent hereby acknowledges the Company's exclusive right, title and interest in and to any and all trademarks, whether or not registered with the US Patent and Trademark office (PTO) ("Trademarks"): copyrights, whether or not registered with the US Copyright Office ("Copyrights"): patents, including any pending patent applications ("Patents"), which the Company may at any time have used, adopted or acquired. Agent agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of Company's right, title and interest in and to the Trademarks, Patents and Copyrights. Agent further acknowledges that, in connection with any reference to the Trademarks, Patents and Copyrights, Agent shall not in any manner represent that it possesses any ownership interest in the Trademarks, Patents and copyrights or the registration thereof, nor shall any action taken by Agent or on Agent's behalf create in Agent's favor any right, title or interest in and to the Trademarks, Patents and Copyrights

9. NON LIABILITY OF COMPANY

Company shall not be responsible for any claim, demand, loss, expense or liability of any kind, including without limitation, special, consequential or indirect damages, relation to or arising from any loss by Agent from the sale of Products under this Agreement, including without limitation loss of present or prospective profits, anticipated sales, or expenditures by Agent.

10. INDEMNITY

Agent shall indemnify the Company and hold the Company harmless from and against, and shall defend against, any and all claims and damages of every kind for injury to or death of any person or persons and for damage to or loss of property, arising out of or attributed, directly or indirectly, to the acts or omissions of Agent. In addition, Agent shall at all times during the term hereof maintain appropriate liability insurance covering all Products sold by Agent to its customers in aggregate limits of at least $1,000,000.00 per occurrence, which policies shall name the Company as an additional insured. Agent shall provide the Company with a true copy of said insurance policy upon request.

The Company shall indemnify Agent and hold harmless Agent from and against and shall defend against any and all claims and damages of every kind including but not limited to copyright, copy patent and trademark infringement and for injury to or death of any person or persons and for damage to or loss of property, arising out of or attributed, directly or indirectly, to the acts or omissions of the Company. In addition, The Company shall at all times during the term hereof maintain appropriate liability insurance covering all Products sold by the Company in aggregate limits of at least $1,000,000.00 per occurrence, which policy shall name Agent as Additional Insured. The Company shall provide Agent with a true copy of said Insurance Policy upon request.

11. ASSIGNMENT

Neither party shall assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

12. INDEPENDENT CONTRACTOR RELATIONSHIP

Agent agrees that, with respect to all matters relating to this Agreement, Agent shall be deemed to be an independent contractor and shall bear all of its own expenses in connection with this Agreement. Agent shall have no authority, whether neither express nor implied, to assume or create any obligation on behalf of Company nor shall Agent issue or cause to be issued any quotations or draft any letters or documents over the name of the Company.

13. TERMINATION OF AGREEMENT

A. By Company, The Company may terminate this Agreement without prejudice to any other remedy to which it may be entitled as follows:

i. Immediately upon notice from the Company: if Agent is adjudicated a voluntary or involuntary bankrupt; if Agent becomes insolvent or has receiver of its assets or property appointed; or if Agent makes an assignment for the benefit of creditors.

ii. Upon 30 days notice in the event of any default or breach of Agent's obligations under this Agreement, unless said default or breach is cured by Agent within said 30 day period.

iii. Upon 30 days prior written notice to Agent at the discretion of the Company; provided, however, that the Company shall pay Agent the Sales Commission owed

under Exhibit 2 for all Product delivered after the effective date of termination on Purchase Agreements entered into with 50% deposits made prior to the effective date of termination. In order for Agent to receive te Sales Commission post termination as provided in the section, Agent must continue to provide the services required under Section 3 of this Agreement to Agent's Authorized Client [s] identified in the Purchase Agreement [s] through the final invoice date.

B. By Agent. Agent may terminate this Agreement without prejudice to any other remedy to which it may be entitled as follows:

i. Immediately upon notice from Agent: if the Company is adjudicated a voluntary or involuntary bankrupt; if the Company becomes insolvent or has a receiver of its assets or property appointed; or if the Company makes an assignment for the benefit of creditors.

ii. Upon 30 days notice in the event of any default or breach of the Company's obligations under this Agreement, unless said default or breach is cured by the Company within said 30 day period.

iii. Upon 30 days prior written notice to the Company at the discretion of Agent.

14. CHOICE OF LAW

All disputes concerning the validity, interpretation, or performance of this Agreement and any of its terms or provision, or of any right or obligations of the parties hereto, shall be governed by and resolved in accordance with the laws of the state of Oregon.

15. NOTICES

Any notice or communication required or permitted to be given under this Agreement may be delivered by hand, deposited with an overnight courier, sen by email with receipt conformation, confirmed facsimile transmission, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party. Such notice will be deemed to have been given as of the date it is delivered, emailed or faxed, whichever is earlier.

16. WAIVER AND DELAY

No waiver by any party of any breach or series of breaches or defaults in performance by the other party, and no failure, refusal or neglect of either party to exercise any right, power or option given to it hereunder to insist upon strict compliance with or performance of either party's obligations under this Agreement, shall constitute a waiver of the provisions of this Agreement with respect to any subsequent breach thereof or a waiver by either party of its right at any time thereafter to require exact and strict compliance with the provisions thereof.

17. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto, subject to the restrictions on assignment contained herein.

18. ENTIRE AGREEMENT

This Agreement contains all of the terms and conditions agreed upon by the parties hereto with reference to the subject matter hereof. No other agreements, oral or otherwise, shall be deemed to exist or to bind any of the parties hereto, and all prior agreements and understanding are superseded hereby. This Agreement cannot be modified or changed except by written instrument signed by each of the parties hereto.

19. HEADINGS FOR CONVENIENCE

Titles used in this Agreement are for convenience only and shall not be deemed to affect the meaning or construction of any of the terms, provision, covenants, or conditions of this Agreement.

20. SEVERABILITY

Nothing contained in this Agreement Shall be construed as requiring the commission of any act contrary to law. Whenever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail, but in such event the provision of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. In the event that any part, article, section, paragraph, sentence or clause of this Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the indefinite, invalid or unenforceable provision shall be deemed deleted, and the remaining part of the Agreement shall continue in full force and effect. If any tribunal or court of competent jurisdiction deems any provision hereof unenforceable, such provision shall be modified only to the extent necessary to render it enforceable and this Agreement shall be valid and enforceable and the parties hereto agree to be bound by and perform same as thus modified.

21. MEDIATION, ARBITRATION.

In the event of any dispute or claim arising out of or relating to this Agreement or to the interpretation or breach thereof, it is agreed that such dispute or claim will be submitted to a mediator, agreed to and compensated equally by both parties, prior to commencement of arbitration. Mediation will be conducted in Eugene, Oregon. Both parties agree to exercise their best efforts in good faith to resolve all disputes in mediation.

In the event that mediation is not successful in resolving any dispute or claim arising out of or relation to this Agreement, or to the interpretation of any breach thereof, it is agreed that the dispute or claim shall be resolved by binging arbitration in accordance with the then effective rules of the American Arbitration Association, and a judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. The parties shall have the right to discovery and joinder of parties and claims in accordance with the Oregon Rules of Civil Procedure.

In the event suit or action is brought, or arbitration proceeding is initiated to enforce or interpret any of the provisions of this Agreement, or tat is based thereon, the prevailing party shall be entitled to its reasonable attorney fees in connection therewith. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party shall be decided by the arbitrator (with respect to attorney fees incurred prior to and during the arbitration proceedings) and by the court or courts, including any appellate court, in which such matter is tried, heard or decided, including a court that hears a request to compel or enjoin arbitration or that hears any exceptions made to an arbitration award submitted to it for confirmation as a judgment (with respect to attorney fees incurred in such proceedings). In the event that a judgment, decree, order or award.

22. CONSTRUCTION

Each party intends that this Agreement in all respects shall be deemed and construed to have been prepared mutually by all parties and it is hereby expressly agreed that any uncertainty or ambiguity existing herein shall not be construed against any party.

23. COUNTERPARTS

This Agreement may be executed in several counterparts, including facsimile counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one agreement binding on the parties hereto, notwithstanding that all the parties have not signed the same counterpart.

IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND the parties have executed this Agreement by their respective authorized officers.

The effective date of this Agreement is the 11th day of February, 2005.

AGENT:                                           COMPANY:


          Medivisor, Inc..                       WELLSCAPE LLC.
____________________________________
(company name)

                                                 /s/ MICHAEL SPEISER
____________________________________             _______________________________
By:          (signature)                         By:                 (signature)

                                                 Michael Speiser
____________________________________             _______________________________
Name:                                            Name:

                                                 President
____________________________________             _______________________________
Title:                                           Title:

                                                 2/11/2005
____________________________________             _______________________________
Date:                                            Date:

EXHIBIT 2

SALES COMMISSION

Sales commissions shall be paid at 25% of Company's gross receipts (not including reimbursement for taxes of shipping cost) from the sale of Products to Agent's Authorized Clients based on Retail Pricing as shown in Exhibit 1.

Commission Bonus: A 5% retroactive bonus will be paid once the Sales Agent achieves $200,000 in new revenue in a given contract year. The contract year starts the day the Master Agent Agreement is singed and on each anniversary date of the signing.

Payments:

Company shall make commission payments to Agent on or prior to the 15 day of the month immediately following the Company's receipt of payment from Agent's Authorized Clients.

Additional Terms:

1. Agent will be required to collect the 50% deposit with each Purchase Agreement. (Exhibit 3)

2. Agent is required to write all orders on the Purchase Agreement form and send directly to Company for processing. Agent will indemnify Company from any liability and cost relating to Purchase Agreements improperly filled out and or incorrect information.

3. It is understood that on a case-by-case basis, with Company's prior written consent certain selected accounts may be negotiated pricing; however, that could affect commission percentages.

4. No commissions are paid on Annual or Monthly Maintenance fees or Language Translation fees.

Between: Medivisor Inc.                   (MV)
         326 Walt Whitman Rd.
         Huntington Station, NY 11476

And:     Cura Pharmaceuticals Co Inc.     (CURA)
         542 Industrial Way West
         Eatontown, NJ, 07724
         U.S.A.

INTRODUCTION

This letter agreement, sets out the terms on which MV and CURA agree to enter for the supply and the marketing of Mucotrol (Product) in the U.S.A. (the Territory) to MV.

1 OBLIGATIONS OF THE PARTIES

1.1 CURA will:

(a) Supply and distribute the Product in the Territory as per current Good Distribution Practices (cGDp)

(b) Provide MV such assistance, advice and guidance as may be required in order to effectively sell in the Territory.

1.2 MV will:

(a) Be responsible for selling the Finished Product in the Territory

(b) Be responsible for all costs pertaining to the selling of the Product in the Territory

2 COSTS & REVENUES

2.1 The parties agree to share 50%/50% CURA/MV in the Net Profit derived from the commercialization of the Finished Product in the Territory.

NET PROFIT shall mean the difference obtained from the Net Selling Price less (i) the cost of the Finished Product and (ii) the portion of net profit allocated to GeoPharma, as per contractual arrangement between GEOPHARMA and CURA dated September 26, 2005.

NET SELLING PRICE shall mean the selling price authorized for the Finished Product by the relevant health authorities pursuant to the Marketing Authorization.

2.2 MV shall guarantee obtaining a minimum of 10,000 units in sales by the end June 2008. Afterwards, MV shall guarantee obtaining a minimum of 20,000 units in sales every year. Failure by MV to achieve above-stated quotas, then CURA shall have the right to nominate another entity in the Territory for the Commercialization of the Finished Product. At such an event, CURA shall share the net profits 80% for CURA and 20% MV.

HEADS OF AGREEMENT

2.3 Should the market conditions of product result in there being no margin to be resulted by either party, either party has the right to cancel the agreement with 90 days notice.

3 DURATION

It is agreed that these Heads will be effective from the date of signature and shall have a duration of 5 years with effect from the date of signature.

4 GOVERNING LAW

These Heads are and the Agreement will be governed by State of New Jersey.

5 CONFIDENTIALITY

The parties agree to keep the terms of these Heads confidential and not to disclose any part of them to any third party without the other's prior consent.

For and on behalf of:

MEDIVISOR, INC.

/s/ CANDIDO LUZZI                   10-22-07
    _________________________
    Candido Luzzi, CEO

For and on behalf of:

CURA Pharmaceuticals Co. Inc.

/s/ FABIO LANZIERI                  10-22-07
    _________________________
    Fabio Lanzieri, President

Between: Medivisor Inc.                   (MV)
         326 Walt Whitman Rd.
         Huntington Station, NY 11476

And:     Cura Pharmaceuticals Co Inc.     (CURA)
         542 Industrial Way West
         Eatontown, NJ, 07724
         U.S.A.

INTRODUCTION

This letter agreement, sets out the terms on which MV and CURA agree to enter for the supply and the marketing of Albumax (Product) in the U.S.A. (the Territory) to MV.

1 OBLIGATIONS OF THE PARTIES

1.1 CURA will:

(a) Supply and distribute the Product in the Territory as per current Good Distribution Practices (cGDp)

(b) Provide MV such assistance, advice and guidance as may be required in order to effectively sell in the Territory.

1.2 MV will:

(a) Be responsible for selling the Finished Product in the Territory

(b) Be responsible for all costs pertaining to the selling of the Product in the Territory

2 COSTS & REVENUES

2.1 The parties agree to share 50%/50% CURA/MV in the Net Profit derived from the commercialization of the Finished Product in the Territory.

NET PROFIT shall mean the difference obtained from the Net Selling Price less (i) the cost of the Finished Product and (ii) the portion of net profit allocated to Riccardo Roscetti, as per agreement signed between Roscetti and CURA on May 26, 2006.

NET SELLING PRICE shall mean the selling price authorized for the Finished Product by the relevant health authorities pursuant to the Marketing Authorization.

2.2 MV shall guarantee obtaining a minimum of 10,000 units in sales by the end December 2008. Afterwards, MV shall guarantee obtaining a minimum of 20,000 units in sales every year. Failure by MV to achieve above-stated quotas, then CURA shall have the right to nominate another entity in the Territory for the Commercialization of the Finished Product. At such an event, CURA shall share the net profits 80% for CURA and 20% MV.

HEADS OF AGREEMENT

2.3 Should the market conditions of product result in there being no margin to be resulted by either party, either party has the right to cancel the agreement with 90 days notice.

3 DURATION

It is agreed that these Heads will be effective from the date of signature and shall have a duration of 5 years with effect from the date of signature.

4 GOVERNING LAW

These Heads are and the Agreement will be governed by State of New Jersey.

5 CONFIDENTIALITY

The parties agree to keep the terms of these Heads confidential and not to disclose any part of them to any third party without the other's prior consent.

For and on behalf of:

MEDIVISOR, INC.

/s/
    _________________________
    Candido Luzzi, CEO

For and on behalf of:

CURA Pharmaceuticals Co. Inc.

/s/ FABIO LANZIERI
    _________________________
    Fabio Lanzieri, President


December 12, 2007

EXHIBIT 10.5

MEDIVISOR
Accelerating Medical Communication

AGREEMENT

This agreement is entered into this day of September 20, 2006, between Medivisor, Inc. ("Md", the company), Geopharma, Inc. ("Gp") and Cura Pharmaceuticals Co. Inc. ("Cu").

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SCOPE

Geopharma hereby grants to Medivisor the exclusive rights to distribute, promote, and sell the product Mucotrol through Cura Pharmaceuticals in the Caribbean Islands, and/or Puerto Rico, in its entirety for the period of two years. Medivosor shall also have the right to appoint any sub-distributor to distribute, market, and/or sell Mucotrol in the region of the Caribbean islands, and/or Puerto Rico.

The contract will terminate by itself if Medivisor is not able to generate a minum of $3,000,000.00 (USD 3 Million) in sales in the first year.

COMPENSATION

Medivisor shall receive a minimum of $8.25 per bottle from the current distributor, Cure Pharmaceutical.

GOVERNING LAW

This Agreement shall be construed in accordance with and governed in all respects by the laws of the State of Florida. Any and all disputes and controversies of every kind and nature between the parties hereto arising out of or relating to this Agreement relating to the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation, breach, continuance or termination thereof shall be subject to an arbitration mutually agreeable to the parties or, in the absence of such mutual agreement, then subject to arbitration in accordance with the rules of the American Arbitration Association. It is the intent of the parties hereto and the purpose of this provision to make the submission to arbitration of any dispute or controversy arising there under an express condition precedent to any legal or equitable action or proceeding of any nature whatsoever.

ARBITRATION

Any and all disputes that arise under this Agreement shall be decided under the Rules of the American Arbitration Association, in the State of Florida.

NOTICE

All notices to be given under this Agreement shall be in writing, and may be given, served or made by depositing the same in the U.S. mail addressed to the party to be notified at the address set forth above, or the most recent address used by the party, post-paid and registered or certified with return receipt requested, or by recognized overnight delivery service, or by delivering the same in person to such party.

IN WITNESS WHEREOF, the parties have executed this Agreement.

MEDIVISOR, INC.        CURA PHARMACEUTICALS CO. INC    GEOPHARMA, INC.

By: /s/ DINO LUZZI     By: /s/ FABIO LANZIERI          By: /s/ KOTIJA SEKHARAM
__________________     ______________________          _________________________
Dino Luzzi CEO         Fabio Lanzieri CEO              Kotija Sekharam PRESIDENT

EXHIBIT 10.6

This agreement is entered into between Medivisor, Inc, (the company) and Cura Pharmaceutical Inc. Medivisor will provide It's expertise in the development of a fully interactive website and marketing to the healthcare arena to promote lead generation through its "e-Challenge" (eC) program. THE SPECIFICS OF THE implementation of this program are as follows.

1) Medivisor will create key Meta tags during the development of the website for Search Engine Optimization, start optimization as soon as website Is developed and Direct Physician traffic to the site.

2) Medivisor will start marketing Cura Pharmaceutical products the end of March till the end of 2006. Leads are to be provided to Cura Pharmaceutical, as per the request of the Physician. For the purpose of definition, a "lead" will be the name and telephone number of a contact that has personally requested further Information about Cura Pharmaceutical Inc.

3) Medivisor will email the "e-Challenge" to its database of Physicians, Nurses, and Pharmacists.

4) Medivisor will produce a presentation for Cura Pharmaceutical Inc. This will highlight the services of Cura Pharmaceutical Inc. Medivisor will work closely with Cura Pharmaceutical Inc. in the production of this presentation.

5) Cura Pharmaceutical Inc. will be responsible for assisting Medivisor with any materials as related to their particular business. Cura Pharmaceutical Inc. will have final approval of all presentations prior to emailing. Cura Pharmaceutical Inc. agrees to cooperate in assisting the company to an expeditious manner and identify one "lead' person who will interact with Medivisor staff in this profit.

6) Leads from the eC will be stored in a Cura Pharmaceutical Inc, specific database, which will be maintained by the company. The database will be maintained for a period of one year.

7) Medivisor shall have the exclusive marketing rights to Cura's Innovative products for mucositis (Mucotrol), renal dialysis nutritional supplement formula (Albumax), and stroke nutritional supplement formula. Furthermore, Cura and Medivisor shall negotiate in good faith for any new innovative products which Cura intends to market in the USA territory, and shall be included in this agreement.

8) Term: This Agreement shall be for an initial term commencing as of the Effective Date of this Agreement and terminate on 12/31/2006. This Agreement shall be extended automatically for two additional terms of one
(1) year each (each a "Renewal Term"), unless either Party gives written notice of its intent not to renew this Agreement, such notice to be given not later than thirty (30) days prior to the expiration date of the initial Term or the first Renewal Term, in which event this Agreement shall expire at the end of the then-current Initial Term or Renewal Term.

In the event of non-renewal of this contract by either party, then all proprietary information regarding Cura products in Medivisor possession and Cura Pharmaceutical Co., Inc. website shall be immediately transferred and be Cura's property solely.

9) Fees: Cura Pharmaceutical Inc. shall pay $25,000.00 to Medivisor during the initial term of the agreement payable as follows:

a) $5,000 upon signing of this agreement for the development of the company website.
b) $1,000 per month, for the first 3 months, payable at the end of each month for Search Engine Optimization of the website. (Due March 31, April 30, May 31).
c) $17,000 payable on 12/29/2006 for the Marketing fees of 3 Cura Pharmaceutical Inc. drugs, redeemable against commissions.

10) Commission: Medivisor shall receive the greater of 9 (C) or a commission of 8% to 15% of gross profits on the above-mentioned Cura Pharmaceutical Inc. innovative products currently being marketed by Medivisor, Cura Pharmaceutical Inc. shall on a monthly basis provide a detailed-list of net sales that have occurred during the prior month. Medivisor has the right to audit Cura's records for Mucotrol sales once every quarter.

In regards to Mucotrol, the commission shall be 10% of gross profits. In relation to the renal dialysis nutritional supplement formula (Albumax), and stroke nutritional supplement formula, the parties shall negotiate in good faith a mutually agreeable percentage at a later date.

11) Governing Law: This Agreement shall be construed in accordance with and governed in all respects by the laws of the State of New York. Any and all disputes and controversies of every kind and nature between the parties hereto arising out of or relating to this Agreement relating to the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation, breach, continuance or termination thereof shall be subject to an arbitration mutually agreeable to the parties or, in the absence of such mutual agreement, then subject to arbitration in accordance with the rules of the American Arbitration Association. It is the intent of the parties hereto and the purpose of this provision to make the submission to arbitration of any dispute or controversy arising there under an express condition precedent to any legal or equitable action or proceeding of any nature whatsoever.

Agreed to and accepted by:

/s/ FABIO LANZIERI                                             February 28, 2006
________________________                                       _________________
Fabio Lanzieri                                                 Date
President
Cura Pharmaceutical Inc.



/s/ DINO LUZZI                                                 February 28, 2006
________________________                                       _________________
Dino Luzzi                                                     Date
President
Medivisor, Inc.

EXHIBIT 10.7

CONSULTING AGREEMENT

1. The Consulting Agreement is effective as of August 2, 2007 between MEDIVISOR, INC. (the "Company"), and Furshpan Associates, an independent consulting firm.

It is expressly agreed and understood that:

a. , hereinafter referred to as the "Consultant", will provide consulting services to the Company, acting on behalf of FA.

b. As a consultant, Mr. Furshpan Associates is an employee of the Company. FA is supplying the Company with FA's Internal Revenue Service identification number, which is ___________ for the registration of Stock.

2. Consultant shall perform such services as mutually agreed upon by the parties and as outlined in this Agreement and in the Appendix attached hereto.

3. Consultant and FA agree that neither will enter into any agreement with any firm that is in direct competition with the Company during the term of this Agreement.

4. It is also understood that FA, through Furshpan Associates, will provide such services as may reasonably be requested by Medivisor to secure additional financing and otherwise organize the Company's financial affairs.

5. Consultant represents to the Company that the Consultant does not have any agreement to provide consulting services to any other party, firm, or company in the same field of endeavor that may be considered directly competitive to the Company on matters relating to the scope of this consultancy, and will not enter into any such agreement during the term of this Agreement without written permission from the Company.

6. Either party may disclose to the other party any information that the disclosing party would normally freely disclose to the other members of the community at large, whether by publication, by presentation at seminars, or in informal discussions.

The parties will, from time to time, in connection with work contemplated under this Agreement, disclose confidential information to each other ("Confidential Information.") Each party will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties for a period of two (2) years from receipt thereof.

Confidential Information that the recipient may acquire pertains to the discloser's processes, equipment, programs, developments, or plans that is both (a) disclosed or made known by the disclosure, and (b) identified in writing as "proprietary". The recipient agrees not to disclose any Confidential Information to third parties or to use any Confidential Information for any purpose other than performance of the services contemplated by this Agreement, without prior written consent of the Company.

Confidential Information does not include information that is or later becomes available to the public through no breach of this Agreement by the recipient; is obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; is already in the possession of the recipient on the date this Agreement becomes effective; is independently developed by the recipient; or is required to be disclosed by law, government, regulation, or court order. In addition, Confidential Information does not include information generated by the Consultant unless the information is generated as a direct result of the performance of consulting services under this Agreement and is not otherwise generated in the normal course of the Consultant's activities.

FA will not voluntarily produce any materials pertaining to the Company to any third party not authorized by the Company. However, it is acknowledged that FA is free to produce such materials to any third person that there is a direction to do so by what is reasonably believed to be a court of competent jurisdiction. If subpoenas are served, FA will notify the Company of such service, and it will be the responsibility of the Company or its representatives to make any applications to vacate such portions as may be appropriate and to object to the production of those materials. It is understood that FA will abide by whatever rulings are made by any court in these matters.

7. This Agreement shall be for a term of ONE year, renewable upon reasonable terms and conditions as may be agreed upon by the Company and the Consultant. Termination of the Agreement, it shall not affect: (a) the Company's obligation to pay for services previously performed by the Consultant; and (b) reasonable out-of-pocket expenses incurred by Consultant.

8. The relationship created by this Agreement shall be that of the independent contractor. Consultant shall have no authority to bind the Company to any agreement or contract. Written notices pursuant to this Agreement shall be made to each party at the following addresses, unless otherwise informed in writing of a change thereto:

Medivisor, Inc.                        Furshpan Associates
326 Walt Whitman Road                  1150 Sunrise Hwy
Huntington Station, NY  11746          Bay Shore, NY 11706
Tel:  886-373-6525                     (631) 665-1158

9. This Agreement replaces all previous discussions relating to the subject matter hereof and constitutes the entire agreement between the Company and FA. This Agreement may not be modified in any respect by any verbal statement. Any changes must be made by written documents signed by Dino Luzzi on behalf of the Company and by Furshpan Associates on behalf of FA. It is agreed between the parties that the signed Appendix (Appendix A) is part of this Agreement.

10. In the event that a disagreement develops that the parties cannot arbitrate between themselves, then the matter shall be referred to binding arbitration by an arbitrator appointed by the American Arbitration Association. His/her decision will be binding, with no right of appeal. It is agreed that the parties will share equally the cost of said arbitration but that the prevailing party shall be entitled to recover reasonable attorney's fees.

11. The signatures below indicate that the individuals are authorized to enter into this Agreement.

IN WITNESS HEREOF, the parties have executed this Agreement effective August 02, 2007:

/s/ BERNARD FURSHPAN                           /s/ DINO LUZZI
____________________________________           _________________________________
Bernard Furshpan                               Dino Luzzi, Chairman and CEO, for
Furshpan Associates Inc.                       Medivisor, Inc.

APPENDIX A

The Company and Bernard Furshpan have further agreed to the following:

A. Medivisor agrees to pay to Bernard Furshpan a fee of: (a) 10% for the money raised in a best effort for the period of 90 days in shares of its common stock. If there is a need for a significant additional time commitment, Bernard Furshpan will notify the Company, and discuss suitable adjustment to the base fee. The expiration date of this Agreement will be August 2008, unless extended by both parties in accordance with section 11 of the Agreement.

B. It is expressly understood that the Company and Bernard Furshpan agree not to raise over $1,500,000 and that the sale of such shares will be as per the Lock Up/Leak agreement as described in the attachment.

C. The signatures, as indicated below, indicate that the individuals are authorized to enter into, and hereby approve this Appendix.

D. Medivisor also agrees to pay Bernard Furshpan 25,000 in restricted stock for P.R. work. Such certificates will be issued September 1st, 2007.

/s/ BERNARD FURSHPAN                           /s/ DINO LUZZI
____________________________________           _________________________________
Bernard Furshpan                               Dino Luzzi, Chairman and CEO, for
Furshpan Associates Inc.                       Medivisor, Inc.

EXHIBIT 10.8

Williams & Associates Training Institute

Consultant" Agreement
October 24, 2007

Subject to the terms and conditions as set forth herein, Medivisor, Inc. of Huntington Station, New York retains L. Lorenzo Williams and L. Lorenzo Williams hereby accepts Medivisor, Inc.'s retention to perform services described herein.

CONSULTANT OBLIGATIONS:

In return for compensation noted under "Consultant Compensation," consultant voluntarily agrees to perform services for Medivisor, Inc. as described below.

o SCOPE OF SERVICES

Consultant will work collaboratively with Cindy Morrison, RN who is the company's Sales Representative to do the following:

OBJECTIVES:

Medivisor, Inc. has two products that it wants to be considered for Medicaid approval. They are:

o Mucotrol (Concentrated Oral Gel Wafers) is used for the relief and management of pain associated with Mucositis.

o Albumax (Nutritional Support) which may be USED for oral or tube fed consumption as a protein supplement.

o TIME FRAME IN WHICH THE SERVICES ARE TO TAKE PLACE

THIS IS A COMPLEX AND CAN BE A TIME CONSUMING PROCESS.

This process must be done methodically and in accordance with all guidelines set forth by New York State Office of Medicaid. There will be a three months review with the Management Team of Medivisor, Inc. and its collaborators at the request of Medivisor, Inc.

THE PROCESS:

o Ms. Morrison and I are to have a collaborative working relationship. I will provide her consultant assistance in building a social network through the use of my contacts to set the stage for meeting with the right individuals to assist us in obtaining the goal of getting product approval.

o There will be periodic "check in" between Ms. Morrison and me to make sure there is not a duplication of efforts.

o Assist in the arrangement of meeting between local and state officials.

o Assist in the gathering of information that will aid us in moving toward or goal.

o Assist in presenting the final outcomes to the State Office of Medicaid.

o Assist In a community assessment to gage our challenges and provide Ms. Morrison technical assistance.

o Consultant is not an employee of Medivisor, Inc.

EXPECTATIONS FOR FINAL OUTCOMES, PRODUCT AND REPORT

o By the end of this collaboration, Medivisor, Inc. will have both of its products Medicaid approved which is the expected outcome.

o TERMS OF PAYMENT

The consultant will charge Medivisor, Inc. $10,000 (not included in cost - materials development or any letter(s) that Mr. Williams has to collaborate on) which $5, 000 will be paid to the consultant in advance. Check will be written to L. Lorenzo Williams. The original amount charged might be subject to change if the scope of work intensifies and demand more time and utilization of the consultant. This will be discussed with the Management Team prior to any modifications. Medivisor, Inc. is responsible for any and all expenses connected to the assignment.

CONSULTANT COMPENSATION:

In full consideration of all services performed by consultant as described in this contract, MEDIVISOR, INC. shall pay consultant $5,000 for completion of assigned tasks. Consultant shall be exclusively responsible for payment of all taxes, incidentals to the compensation paid for services performed, including but not limited to federal and state income, sales or use taxation.

INDEPENDENT CONTRACTOR:

Consultant's relationship to MEDIVISOR, INC. is one of independent contractor. Nothing in the agreement shall create an employment or agency relationship, nor shall consultant act as an agent or employee of MEDIVISOR, INC. unless such representative is outlined in the scope of services.

Consultant's services are to be performed solely by consultant, or approved subcontractors, from Williams & Associates Training Institute pursuant to the terms of this contract.

STANDARDS OF PERFORMANCE:

o COMPLIANCE WITH LAW - Consultant's performance of services under this agreement shall be in compliance with all applicable laws or regulations of federal, state, and local government.

o REPUTATION AND GOODWILL - Consultant shall not perform any contracted services in a manner, which would be injurious to the reputation and goodwill of MEDIVISOR, INC.

o TRADE SECRETS - Consultant shall not in any manner disclose to any person, partnership, firm or corporation any information concerning any matters affecting or relating to the business of MEDIVISOR, INC. Including, but not limited to, any trade secrets, production processes, customers, pricing or marketing plans. This covenant shall remain in effect following termination of this Contract.

o WAIVER OF LIABILITY - MEDIVISOR, INC. shall not be liable to consultant on account of any personal injuries or property damage sustained by consultant in performance of services hereunder. Consultant shall Indemnify and hold MEDIVISOR, INC. harmless from all liability for personal injuries or property damage directly related to the performance of contracted services.

o MODIFICATION OF CONTRACT - No waiver or modification of this contract or of any covenant, condition or limitation herein shall be valid unless presented in writing and signed by both parties.

o SEVERABILITY - All covenants contained herein are severable, and in the event of any being held invalid by any competent court, this contract shall remain intact except for omission of the invalid covenant.

o CHOICE OF LAW - It is the intent of both parties that all suits that may be brought arising out of, or in connection with this agreement will be construed in accordance with and under and pursuant to the laws of the State of New York.

o ENTIRE AGREEMENT - this contract contains the complete agreement concerning the services to be performed by the consultant for MEDIVISOR, INC, and supersedes all prior agreements or understandings, written or unwritten. By signing this contract, both parties acknowledge that they have read this contract, understood it terms, including the release.

/s/ DINO LUZZI                              /s/ L. LORENZO WILLIAMS
__________________                          _______________________
Client's Signature                          Consultant's Signature


10-26-07                                    419-76-8860
__________________                          _______________________
Date                                        Social Security Number

EXHIBIT 10.9

CONSULTING AGREEMENT

1. The Consulting Agreement is effective as of October, 2007 between MEDIVISOR, INC. (the "Company"), and Arie Ben Nun, an independent consultant.

It is expressly agreed and understood that:

a. , hereinafter referred to as the "Consultant", will provide consulting services to the Company, acting on behalf of Medivisor Inc.

b. As a consultant, Arie Ben Nun is not an employee of the Company, is supplying the Company with its Internal Revenue Service identification number, which is Foreigner for the registration of Stock.

2. Consultant shall perform such services as mutually agreed upon by the parties and as outlined in this Agreement and in the Appendix attached hereto.

3. Medivisor and Arie Ben Nun agree that neither will enter into any agreement with any firm that is in direct competition with the Company during the term of this Agreement.

4. Consultant represents to the Company that the Consultant does not have any agreement to provide consulting services to any other party, firm, or company in the same field of endeavor that may be considered directly competitive to the Company on matters relating to the scope of this consultancy, and will not enter into any such agreement during the term of this Agreement without written permission from the Company.

6. Either party may disclose to the other party any information that the disclosing party would normally freely disclose to the other members of the community at large, whether by publication, by presentation at seminars, or in informal discussions.

The parties will, from time to time, in connection with work contemplated under this Agreement, disclose confidential information to each other ("Confidential Information.") Each party will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties for a period of two (2) years from receipt thereof.

Confidential Information that the recipient may acquire pertains to the discloser's processes, equipment, programs, developments, or plans that is both (a) disclosed or made known by the disclosure, and (b) identified in writing as "proprietary". The recipient agrees not to disclose any Confidential Information to third parties or to use any Confidential Information for any purpose other than performance of the services contemplated by this Agreement, without prior written consent of the Company.

Confidential Information does not include information that is or later becomes available to the public through no breach of this Agreement by the recipient; is obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; is already in the possession of the recipient on the date this Agreement becomes effective; is independently developed by the recipient; or is required to be disclosed by law, government, regulation, or court order. In addition, Confidential Information does not include information generated by the Consultant unless the information is generated as a direct result of the performance of consulting services under this Agreement and is not otherwise generated in the normal course of the Consultant's activities.

Arie Ben Nun will not voluntarily produce any materials pertaining to the Company to any third party not authorized by the Company. However, it is acknowledged that Arie Ben Nun is free to produce such materials to any third person that there is a direction to do so by what is reasonably believed to be a court of competent jurisdiction. If subpoenas are served,

Arie Ben Nun will notify the Company of such service, and it will be the responsibility of the Company or its representatives to make any applications to vacate such portions as may be appropriate and to object to the production of those materials. It is understood that Arie Ben Nun will abide by whatever rulings are made by any court in these matters.

7. This Agreement shall be for a term of ONE year, renewable upon reasonable terms and conditions as may be agreed upon by the Company and the Consultant. Termination of the Agreement, it shall not affect: (a) the Company's obligation to pay for services previously performed by the Consultant; and (b) reasonable out-of-pocket expenses incurred by Consultant.

8. The relationship created by this Agreement shall be that of the independent contractor. Consultant shall have no authority to bind the Company to any agreement or contract. Written notices pursuant to this Agreement shall be made to each party at the following addresses, unless otherwise informed in writing of a change thereto:

Medivisor, Inc.
326 Walt Whitman Road
Huntington Station, NY 11746 Tel: 886-373-6525

9. This Agreement replaces all previous discussions relating to the subject matter hereof and constitutes the entire agreement between the Company and Arie Ben Nun. This Agreement may not be modified in any respect by any verbal statement. Any changes must be made by written documents signed by Dino Luzzi on behalf of the Company and by Arie Ben Nun on behalf of Arie Ben Nun. It is agreed between the parties that the signed Appendix (Appendix A) is part of this Agreement.

10. In the event that a disagreement develops that the parties cannot arbitrate between themselves, then the matter shall be referred to binding arbitration by an arbitrator appointed by the American Arbitration Association. His/her decision will be binding, with no right of appeal. It is agreed that the parties will share equally the cost of said arbitration but that the prevailing party shall be entitled to recover reasonable attorney's fees.

11. The signatures below indicate that the individuals are authorized to enter into this Agreement.

IN WITNESS HEREOF, the parties have executed this Agreement effective October 2007:

/s/ ARIE BEN NUN                               /s/ DINO LUZZI
____________________________________           _________________________________
Arie Ben Nun                                   Dino Luzzi, Chairman and CEO, for
                                               Medivisor, Inc.

APPENDIX A

The Company and Arie Ben Nun have further agreed to the following:

A. The expiration date of this Agreement will be October 2008, unless extended by both parties in accordance with section 11 of the Agreement.

B. It is expressly understood that the Company and Arie Ben Nun agree to have a Lock Up/Leak agreement for the restricted shares received, in the future.

C. The signatures, as indicated below, indicate that the individuals are authorized to enter into, and hereby approve this Appendix.

D. Medivisor also agrees to compensate with 10,000 shares of Medivisor restricted stock (restricted for one year under rule 144). Initially for P.R. work provided such certificates will be issued on October 2007 more stock will be issued to be determined by performance.

/s/ ARIE BEN NUN                               /s/ DINO LUZZI
____________________________________           _________________________________
Arie Ben Nun                                   Dino Luzzi, Chairman and CEO, for
                                               Medivisor, Inc.

EXHIBIT 10.10

CONSULTING AGREEMENT

1. The Consulting Agreement is effective as of 01, 01, 2006 between MEDIVISOR, INC. (the "Company"), and Demontis, Palmese, Leoni, Di Capua ( DPLD )

It is expressly agreed and understood that:

a. , hereinafter referred to as the "Consultant", will provide consulting services to the Company, acting on behalf of DPLD.

b. As a consultant, DPLD is not an employee of the Company.

2. Consultant shall perform such services as mutually agreed upon by the parties and as outlined in this Agreement and in the Appendix attached hereto.

3. Consultant and DPLD agree that neither will enter into any agreement with any firm that is in direct competition with the Company during the term of this Agreement.

4. It is also understood that DPLD will provide such services as may reasonably be requested by Medivisor, through its Chairman of the Board of Directors and CEO, Mr. Dino Luzzi The Company agrees that during the term of the Agreement, DPLD will make reports direct to Luzzi.

5. Consultant represents to the Company that the Consultant does not have any agreement to provide consulting services to any other party, firm, or company in the same field of endeavor that may be considered directly competitive to the Company on matters relating to the scope of this consultancy, and will not enter into any such agreement during the term of this Agreement without written permission from the Company.

6. Either party may disclose to the other party any information that the disclosing party would normally freely disclose to the other members of the community at large, whether by publication, by presentation at seminars, or in informal discussions.

The parties will, from time to time, in connection with work contemplated under this Agreement, disclose confidential information to each other ("Confidential Information.") Each party will use reasonable efforts to

prevent the disclosure of any of the other party's Confidential Information to third parties for a period of two (2) years from receipt thereof. Confidential Information that the recipient may acquire pertains to the discloser's processes, equipment, programs, developments, or plans that is both (a) disclosed or made known by the disclosure, and (b) identified in writing as "proprietary". The recipient agrees not to disclose any Confidential Information to third parties or to use any Confidential Information for any purpose other than performance of the services contemplated by this Agreement, without prior written consent of the Company. Confidential Information does not include information that is or later becomes available to the public through no breach of this Agreement by the recipient; is obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; is already in the possession of the recipient on the date this Agreement becomes effective; is independently developed by the recipient; or is required to be disclosed by law, government, regulation, or court order. In addition, Confidential Information does not include information generated by the Consultant unless the information is generated as a direct result of the performance of consulting services under this Agreement and is not otherwise generated in the normal course of the Consultant's activities. DPLD will not voluntarily produce any materials pertaining to the Company to any third party not authorized by the Company or Luzzi. However, it is acknowledged that DPLD is free to produce such materials to any third person that there is a direction to do so by what is reasonably believed to be a court of competent jurisdiction. If subpoenas are served, DPLD will notify the Company of such service, and it will be the responsibility of the Company or its representatives to make any applications to vacate such portions as may be appropriate and to object to the production of those materials. It is understood that DPLD will abide by whatever rulings are made by any court in these matters.

7. This Agreement shall be for a term of two years periods, renewable upon reasonable terms and conditions as may be agreed upon by the Company and the Consultant. Termination of the Agreement, it shall not affect: (a) the Company's obligation to pay for services previously performed by the Consultant; and (b) reasonable out-of-pocket expenses incurred by Consultant.

8. The relationship created by this Agreement shall be that of the independent contractor. Consultant shall have no authority to bind the Company to any agreement or contract. Written notices pursuant to this Agreement shall be made to each party at the following addresses, unless otherwise informed in writing of a change thereto:

Medivisor, Inc.                        DPLD
326 Walt Whitman Road                  Via Manetti 18
Huntington Station, NY  11746          Anzio ( Italy ) 00042
Tel:  886-373-6525                     Tel 011 39 3383423494

9. This Agreement replaces all previous discussions relating to the subject matter hereof and constitutes the entire agreement between the Company and DPLD. This Agreement may not be modified in any respect by any verbal statement. Any changes must be made by written documents signed by Dino Luzzi on behalf of the Company and by DPLD.

It is agreed between the parties that the signed Appendix (Appendix A) is part of this Agreement.

10. In the event that a disagreement develops that the parties cannot arbitrate between themselves, then the matter shall be referred to binding arbitration by an arbitrator appointed by the American Arbitration Association. His/her decision will be binding, with no right of appeal. It is agreed that the parties will share equally the cost of said arbitration but that the prevailing party shall be entitled to recover reasonable attorney's fees.

11. The signatures below indicate that the individuals are authorized to enter into this Agreement.

IN WITNESS HEREOF, the parties have executed this Agreement effective January 01 2006:

/s/ DIEGO DEMONTIS, GIANLUCA PALMESE
    PIETRO LEONI, CRISTIAN DICAPUA             /s/ DINO LUZZI
____________________________________           _________________________________
DPLD                                           Dino Luzzi, Chairman and CEO, for
Demontis, Palmese, Leoni,                      Medivisor, Inc.
DiCapua

Gianluca Palmese     100,000
Diego Demontis       100,000
Pietro Leoni          40,000
Cristian DiCapua      10,000

B. The expiration date of this Agreement will be January 01, 2008, unless extended by both parties in accordance with section 11 of the Agreement.

C. The signatures, as indicated below, indicate that the individuals are authorized to enter into, and hereby approve this Appendix.

D. Virtual office in Italy is as part of this agreement at no expense to Medivisor.

/s/ DIEGO DEMONTIS, GIANLUCA PALMESE
    PIETRO LEONI, CRISTIAN DICAPUA             /s/ DINO LUZZI
____________________________________           _________________________________
DPLD                                           Dino Luzzi, Chairman and CEO, for
Demontis, Palmese, Leoni,                      Medivisor, Inc.
DiCapua

EXHIBIT 10.11

CONSULTING AGREEMENT

1. The Consulting Agreement is effective January 1, 2005 between MEDIVISOR, INC. (the "Company"), Mottola & Associates, Inc. ("MAI"), and Anthony J. Mottola ("AJM", or the "consultant"). It is expressly agreed and understood that:

a. MAI and AJM will provide consulting services to the Company.

b. For purposes of assuring payment of consulting fees, subsequent to the amount due and payable to MAI at the signing of this Agreement, AJM will be paid as an employee of the Company. AJM will supply the necessary tax information to the Company, and will, for purposes of payroll reporting, be treated as any other employee with respect to payroll tax withholding and reporting. He will be issued a W-2 at the end of the year.

2. MAI, through AJM, shall perform such services as mutually agreed upon by the parties and as outlined in this Agreement and in the Appendix attached hereto.

3. Consultant and MAI agree that neither will enter into any agreement with any firm that is in direct competition with the Company during the term of this Agreement.

4. It is also understood that AJM, will provide such advisory services as may reasonably be requested by Medivisor, through its Chairman of the Board of Directors and CEO, Mr. Dino Luzzi ("Luzzi"), in connection with administration of the Company's affairs. The Company agrees that during the term of the Agreement, AJM will report directly to Luzzi.

5. AJM represents to the Company that neither he nor MAI has, with respect to any other party, firm, or company in the same field of endeavor, any agreement to provide consulting services to that may be considered directly competitive to the Company on matters relating to the scope of this consultancy, and will not enter into any such agreement during the term of this Agreement without written permission from the Company.

6. Any party to this Agreement may disclose to another party any information that the disclosing party would normally freely disclose to the other members of the community at large, whether by publication, by presentation at seminars, or informal discussions. The parties will, from time to time, in connection with work contemplated under this Agreement, disclose confidential information to each other ("Confidential Information.") Each party will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties for a period of two
(2) years from receipt thereof. Confidential Information that the recipient may acquire pertains to the discloser's processes, equipment, programs, developments, or plans that is both: (a) disclosed or made known by the disclosure; and (b) identified in writing as "proprietary". The recipient agrees not to disclose any Confidential Information to third parties or to use any Confidential Information for any purpose other than performance of the services contemplated by this Agreement, without prior written consent of the Company. Confidential Information does not include information that is or later becomes available to the public through no breach of this Agreement by the recipient; is obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; is already in the possession of the recipient on the date this Agreement becomes effective; is independently developed by the recipient; or is required to be disclosed by law, government, regulation, or court order. In addition, Confidential Information does not include information generated by the Consultant unless the information is generated as a direct result of the performance of consulting services under this Agreement and is not otherwise generated in the normal course of the Consultant's activities.

AJM and MAI will not voluntarily produce any materials pertaining to the Company to any third party not authorized by the Company or Luzzi. However, it is acknowledged that AJM and MAI are free to produce such materials to any third person that there be a direction to do so by what is reasonably believed to be a court of competent jurisdiction. If subpoenas are served, AJM or MAI will notify the Company of such service, and it will be the responsibility of the Company or its representatives to make any applications to vacate such portions as may be appropriate and to object to the production of those materials. It is understood that AJM and MAI will abide by whatever rulings are made by any court in these matters.

7. This Agreement shall be for a term ending May 31, 2005, unless otherwise terminated pursuant to Appendix A. Extension of this Agreement or consummation of a new Agreement is contingent upon reasonable terms and conditions being agreed to between the Company and AJM. Termination of the Agreement shall not affect: (a) the Company's obligation to pay for services previously performed by the Consultant; and (b) reasonable out-of-pocket expenses incurred by Consultant.

8. It is intended that AJM's function be similar to that of an administrator and advisor for the Company. Written notices pursuant to this Agreement shall be made to each party at the following addresses, unless otherwise informed in writing of a change thereto:

Mr. Candino Luzzi                Anthony J Mottola c/o
Medivisor,  Inc.                 Mottola & Associates, Inc.
326 Walt Whitman Road            379 Harrison Avenue
Huntington Station, NY 11746     Massapequa, NY 11758-6410
Tel. (631) 549-7100              Tel: (516) 795-2355

9. This Agreement replaces all previous discussions and agreements relating to the subject matter hereof and constitutes the entire agreement between the Company, AJM and MAI. This Agreement may not be modified in any respect by any verbal statement. Any changes must be made by written documents signed by Dino Luzzi on behalf of the Company and by Anthony J. Mottola on behalf of AJM and MAI. It is agreed between the parties that the signed Appendix (Appendix A) is part of this Agreement.

10. In the event that a disagreement develops that the parties cannot arbitrate between themselves, then the matter shall be referred to binding arbitration under the auspices and rules of the American Arbitration Association. The results of the arbitration shall be binding on the parties. It is agreed that the parties will share equally the cost of said arbitration but that the prevailing party shall be entitled to recover reasonable attorney's fees.

11. The signatures below indicate that the individuals are authorized to enter into this Agreement. The Agreement comprises all six (6) pages hereof.

IN WITNESS HEREOF, the parties have executed this Agreement effective January 1, 2005:

__________________________                     _________________________________
Anthony J Mottola, for                         Dino Luzzi, Chairman and CEO, for
Mottola & Associates, Inc.                     Medivisor, Inc.

APPENDIX A

The Company and AJM have further agreed to the following:

A. Medivisor agrees to pay to AJM a monthly consulting fee of $4,500.00 during the term of this Agreement, plus $4,500.00 due and payable to MAI at the signing of this Agreement. AJM will also participate in the same perquisites and fringe benefits accorded to the executive officers of the Company, including bonus and incentive compensation arrangements. If AJM does not participate in the Company's health care plan, the cost of a family participation will be added to the monthly consulting fee. In addition, it is agreed that the Company will (a) issue ten thousand (10,000) shares of its common stock to EACH of consultant's grandchildren, Anthony Dominick Mottola (Social Security # 064-88-0266) and Giuliana Cristina Mottola (Social Security # 055-92-7357) and (b) 20,000 shares to AJM (Social Security #103-38-8108). The parties agree that the fair value of the stock issued hereunder is approximately $.04 per share. The initial fee payment and the stock issuance are to be made within 45 days after the signing of this Agreement. It is anticipated that Mr. Mottola will devote an average of approximately 20% of his time and effort to the Company's affairs. If there is a need for a significant additional time commitment, AJM will notify the Company, and discuss suitable adjustment to the basic consulting fee. Inability to reach a reasonable agreement on compensation for services to be rendered is just cause for termination of this Agreement. The Company will be liable to pay MAI or AJM for any services rendered and out of pocket expenses incurred through the date of termination. Payment of fees is not contingent on Medivisor, Inc achieving any particular outcome.

B. The scheduled expiration date of this Agreement will be May 31, 2005, unless otherwise terminated pursuant to the terms of this Agreement.

C. It is expressly understood that the Company and its agents agree to hold AJM, MAI and its representatives harmless from any liabilities, including any reasonable costs and expenses relating to this Agreement incurred by reason of any action taken or committed to be taken by AJM, MAI or its representatives in good faith. In no event will AJM, MAI or its representatives be liable for incidental or consequential damages. Should information become known that would make continuation of this Agreement inappropriate in the sole judgment of AJM, or if fees remain unpaid for more than 15 days from the due date, it is acknowledged that AJM has the right to terminate this Agreement without prejudice.

D. The signatures, as indicated below, indicate that the individuals are authorized to enter into, and hereby approve this Appendix.

__________________                            __________________________________
Anthony J Mottola,                            Dino Luzzi, Chairman and CEO, for,
                                              Medivisor, Inc.

AMENDMENT

That consulting agreement between Medivisor Inc. and Mottola & Associates Inc., effective January 1st, 2005 is hereby amended as follows.

-> Section 1 is revised to reflect that all consulting services will be paid to Mottola & Associates Inc., and AJM will not be an employee of Medivisor for any purpose whatsoever.

-> Appendix A subpart A is hereby amended to adjust the monthly consulting fee, reflected in the first sentence to Mottola & Associates Inc. to $5600.00. The third sentence is hereby deleted.

Agreed:

AMENDMENT #1
CONSULTING AGREEMENT BETWEEN
MEDIVISOR, INC.& MOTTOLA & ASSOCIATES, INC.

1. This amendment hereby modifies that consulting agreement dated January 2005 between Medivisor, Inc. and Mottola & Associates, Inc.

2. That consulting agreement originally expired May 31, 2005.

3. By mutual agreement both parties, the agreement will terminate March 31, 2005. Monthly payments will cease at that time. All stock to be issued under the original terms remains due and payable.

IN WITNESS HEREOF, the parties have executed this Agreement effective March 23, 2005:

/s/ ANTHONY J. MOTTOLA                         /s/ DINO LUZZI
_________________________                      _________________________________
Anthony J. Mottola, for                        Dino Luzzi, Chairman and CEO, for
Mottola & Associates Inc.                      Medivisor Inc.

EXHIBIT 10.12

CONSULTING AGREEMENT

1. The Consulting Agreement is made on July 15, 2004 between MEDIVISOR, INC. (hereinafter also referred to as the "Company"), and the Vincent Butta, (an independent consultant.

It is expressly agreed and understood that Vincent Butta, referred to as the Consultant, is not an employee of the Company and, as such, is supplying the Company with its Internal Revenue Service Identification number, which is 050720984. Notification is hereby given that a Form 1099 will be supplied to the IRS indicating all remunerations given to the Consultant Vincent Butta for services rendered and a copy of the 1099 form will be submitted to Vincent Butta.

2. SERVICES:

The Consultant shall perform such services as agreed upon by the parties and as outlined in this Agreement and in the Appendix attached to this agreement.

3. The Consultant agrees that it will not enter into any agreement with any firm, directly related to the field of medical, health, unless written permission is given by the Company.

4. The Consultant agrees that it will not divulge to anyone, directly or indirectly, any information that the Company considers proprietary and will seek written permission if such discussions are to take place.

5. The compensation and duties are addressed in the Appendix, marked "Appendix A," and is made part of this Agreement.

6. The Company agrees that during the engagement of 180 days Vincent Butta as its Consultant, shall be the exclusive Consultant for the Company. Vincent Butta will make all of its reports to the CEO and Chairman of the Board of Directors of the Company.

7. COMPETITION:

The Consultant represents to the Company that the Consultant does not have any agreement to provide consulting services to any other party, firm, or company in the same field of endeavor that may be considered competitive to the Company on matters relating to the scope of this consultancy, and will not enter into any such agreement during the term of this Agreement, unless it receives written permission from the Company.

8. CONFIDENTIALITY:

Either party may disclose to the other party any information that the disclosing party would normally freely disclose to the other members of the community at large, whether by publication, by presentation at seminars, or in informal discussions.

The parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other ("Confidential Information.") Each party will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties for a period of two (2) years from receipt thereof, the length of this Agreement. the recipient may acquire information that pertains to the discloser's processes, equipment, programs, developments, or plans that is both (a) disclosed or made known by the disclosure to the recipient, and, (b) identified in writing as "proprietary" by the disclosure. The recipient agrees not to disclose any

Confidential Information to third parties or to use any Confidential Information for any purpose other than performance of the services contemplated by this Agreement, without prior written consent of the Company.

Confidential Information does not include information that is or later becomes available to the public through no breach of this Agreement by the recipient; is obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; is already in the possession of the recipient on the date this Agreement becomes effective; is independently developed by the recipient; or is required to be disclosed by law, government, regulation, or court order. In addition, Confidential Information does not include information generated by the Consultant unless the information is generated as a direct result of the performance of consulting services under this Agreement and is not generated in the course of the Consultant's activities.

9. TERM AND TERMINATION:

This Agreement shall be for a term of two 180 days, renewable upon reasonable terms and conditions as may be agreed upon by the Company and the Consultant. At termination of the Agreement, it shall not affect: (a) the Company's obligation to pay for services previously performed by the Consultant or expenses reasonably incurred by the Consultant for which the Consultant is entitled to reimbursement..

10. MISCELLANEOUS:

The relationship created by this Agreement shall be that of the independent contractor. The Consultant shall have no authority to bind the Company to any agreement other than the consultant making written recommendations regarding acquisitions or other matters that the Company may request as to the Consultant's opinion.

Medivisor, Inc.                        Vincent Butta
326 Walt Whitman Road                  1 Harbor Drive
Huntington Station, NY  11746          Port Washington
Tel:  886-373-6525                     Tel 917 767 5328

11. This Agreement replaces all previous discussions relating to the subject matter hereof and constitutes the entire agreement between the Company and the Consultant with respect to the subject matters of this Agreement. This Agreement may not be modified in any respect by any verbal statement. Any changes must be made by written documents signed by the CEO and Chairman of the Company and by the Consultant. It is agreed between the parties that the signed Appendix (Appendix A) is part of this Agreement.

12. In the event that a disagreement develops that the parties cannot arbitrate between themselves, then the matter shall be referred to binding arbitration by an arbitrator appointed by the American Arbitration Association. His/her decision will be binding, with no right of appeal. It is agreed that the parties will share equally the cost of said arbitration.

13. The signatures below indicate that the individuals are authorized to enter into this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first stated.

/s/ VINCENT BUTTA                              /s/ DINO LUZZI
____________________________________           _________________________________
Vincent Butta                                  Dino Luzzi, Chairman and CEO, for
                                               Medivisor, Inc.

APPENDIX A
(Made part of the Consulting Agreement)

The parties have agreed to the following:

A. Medivisor agrees to pay to Vincent Butta a consulting fee of $10,000 per month for a period six months. The first payment having been received on or about July 15, 2004. These monthly payments will continue to January 15, 2005, the expiration date of this Agreement, unless extended by both parties. As an additional incentive to join the Company as the Consultants, the Company has agreed to sell 10,000 shares of Medivisor restricted stock to the Vincent Butta at par value of $.001 per share.

B. The shares, as noted above, the shares are being issued at par value of $.001 per share for a total of $10.00, and for other valuable considerations. This payment is being paid by Vincent Butta upon signing of this Agreement by check number _____.

C. Medivisor is presently in the process of selling a private placement together with an SEC filing to become a public company.

D. The parties have entered into this Agreement in good faith and have agreed that in the event of any disagreement regarding this Agreement that the parties cannot resolve between themselves, that part and only that part of this disagreement shall be referred to the American Arbitration Association. The appointed arbitrator's decision will be binding with no other recourse by either party, and without prejudice. The cost covering the arbitration shall be born equally by both parties.

E. The signatures, as indicated below, indicate that the individuals are authorized to enter this Agreement.

/s/ VINCENT BUTTA                             /s/ DINO LUZZI
____________________________________          _________________________________
Vincent Butta                                 Approved by Medivisor
Authorized Signature                          Dino Luzzi, CEO
                                              Chairman of the Board of Directors

EXHIBIT 10.13

CONSULTANT AGREEMENT

This Consulting Agreement ("Agreement") is made effective this January 2 day of January, 2003 by and between Alessandro Raneri ("Consultant") and Medivisor Inc. ("Company").

WITNESSETH

WHEREAS, Consultant is in the business of providing general Business Consulting services to individuals, privately-held and publicly-held corporations; and

WHEREAS, Company desires to retain Consultant to provide advice relative to corporate and business development services for a period of one year from the date of this Agreement; and

WHEREAS, for the purposes of the Agreement, "Company" shall also mean to include entities and individuals owned, affiliated with, or represented by Company.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequancy of which is expressly acknowledged, Company and Consultant agree as follows:

1) ENGAGEMENT OF CONSULTANT

Consultant shall provide at the request of the Company services that may include, but are not limited to the following:

a) Consultant agrees to use their best efforts to assist Company in finding an underwriter or investor/institution to raise the necessary funds to satisfy Company's objectives.

b) Consultant agrees to use their best efforts to assist Company in finding mergers, acquisitions, and reviews sources to satisfy Company objectives.

c) Consultant agrees to provide Corporate and Personal Consulting services relative to this Agreement.

d) For the purposes of this Agreement, Consultant is an independent contractor.

2) COMPENSATION

Company shall compensate Consultant for services rendered pursuant to this Agreement as follows:

a) Consultant shall receive 750,000 shares of restricted Company stock with piggy back registration rights from the Company within 15 business days of the execution of this Agreement.

3) REPRESENTATIVES AND WARRANTIES OF THE COMPANY

This Agreement is enforceable with the respect to the Company in accordance with its terms and neither the execution and delivery of this Agreement by the Contemplated hereby, nor compliance by the Company with any provisions hereof, will conflict with or result in a breach or violation of, or definds under, any of the terms, conditions or provisions of any note, bond, mortgage, security agreement, charter or other instrument, obligation or corporate restriction (including, without limitations, Articles of Incorporation and by-laws) to which the Company is a part or by which the company is bound, or violated any judgment, order, injunction, decree, statue, role or regulation applicable to the Company or any of its properties or assets.

4) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

In consideration for the Company entering into this Agreement, Consultant and the Company agree that the following items used by Company and Consultant's business are secret, confidential, unique and valuable, and were developed by the Company and Consultant at great costs to them over a long period of time, and will be held in strictest confidence for a term of
5 (five) years.

5) INDEMNIFICATION

The Company agrees to indemnity and hold harmless Consultant and its affiliates against any legal action arising from any warranties and representations provided by the Company, which are materially untrue and have caused a material adverse effect upon the Company. Such indemnification shall includes payment of any judgment, cost of legal representation and courts costs, if any.

b) The Consultant agrees to indemnify and hold harmless the Company and its affiliates against any legal action arising from any warranties and misrepresentations provide by the Consultant, which are materially untrue and have caused a material adverse effect upon the Company. Such indemnification shall include payment of any judgment, cost of legal representation and court costs if any.

6) DISCLOSURE

The Company and its affiliates agree to fully disclose to Consultant any and all information that is deemed pertinent to the business of the Company.

7) GOVERNING LAWS

This Agreement shall be defined by and construed in accordance with the laws of the State of New York. The parties agree that any unit, action or preceding between the parties hereto arising out of relating in any matter to this Agreement shall be instituted exclusively in New York State Supreme Court, County of New York or in the United States District Court for the Southern District of New York.

8) ASSIGNMENT

This Agreement may not be assigned by any of the parties hereto without the written consent of all other parties hereto and shall be binding upon and insure to the benefit of the parties and respective heirs, legal representatives, accessors and permitted assigns.

9) PERFORMANCE

a) The failure of any party to enforce strict performance of this agreement or any one or more of its terms shall not be deemed or construced to be a waiver of any terms, conditions rights, options, or remedies hereunder, and the same shall continue in full force and effect.

b) The Consultant agrees to provide a verbal report on all activity and any potential business involvement for the Company.

10) TERMINATION

This agreement will terminate 1 year from the date generated herein.

IN WITNESS WHEREOF, this Agreement shall commence on the signing of this document on the date first written above.

AGREED BY:

Medivisor Inc.                                    Alessandro Raneri



/s/ CANDIDO LUZZI 1/02/03                         /s/ ALESSANDRO RANERI 1/02/03
________________________                          _____________________________
Candido Luzzi, President                          Alessandro Raneri - Consultant

EXHIBIT 10.14

LOCK UP/LEAK OUT AGREEMENT

THIS LOCK UP/LEAK OUT AGREEMENT (the "Agreement" is made and entered into as of the 01 day of January 2005, by and among Medivisor Inc., a Delaware corporation (the "Company"), and Candido Dino Luzzi ("Shareholder"}, as a shareholder of record of certain shares of common stock of the company, with an address of 18 Chauney Pl, Woodbury 11797.

RECITALS:

WHEREAS, Shareholder is the record owner of 3,000,000/2,000,000 shares (the "Shares") of the common Stock of the Company; and

WHEREAS, in order to facilitate an orderly market for the Common Stock of the Company, the undersigned desire to enter into this Agreement and restrict the sale, assignment, transfer, conveyance, hypothecation or alienation of the Common Stock, all on terms set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Notwithstanding anything contained in this Agreement, Shareholder may transfer its shares of Common Stock to its affiliates, partners in a partnership, subsidiaries and trusts, spouses or lineal descendants for estate planning purposes provided that the transferee (or the legal representative of the transferee) executes an agreement to he bound by all terms of this Agreement.

2. Shareholder may only sell Shares subject to the following conditions:

2.1 Shareholder shall be allowed to sell Shares in blocks of 5,000 Shares or less per transaction.

2.2 The Shares may only be sold at the "offer" or "ask" price stated by the relevant market maker. Shareholder agrees that it will not sell shares at the "bid" price.

2.3 After Shareholder sells 5,000 Shares, Shareholder may not sell any other Shares unless the "offer" or "ask" price of the Common Stock increases by .25 basis points above Shareholder's last sale price. The sale of the next 5,000 Shares, however, may take place at a price less than the prior sale price plus .25 basis points. (For example, Shareholder sells 5,000 shares at a price of $10 1/2 . If the "ask" price then increases to $10 3/4 , Shareholder may sell an additional 5,000 Shares and such sale may occur at a price less than $10 3/4.

2.4 Notwithstanding the foregoing, if, after Shareholder sells 5,000 Shares, the market maker in the Common Stock (other than the market maker involved in the first transaction) continues to show an "offer" or "ask" price at the same price as the first 5,000 share transaction, Shareholder may, on one occasion only, sell an additional 5,000 shares at that price.

2.5 The Shares may not be sold at a price below $1.00 per share.

2.6 Shareholder shall be allowed to sell up to fifteen (15%) percent of its Shares held as of the date hereof during each three-month period, Shareholder may sell the difference between 15% of its Shares held as of the date hereof and the Shares actually sold during such three-month period in the next successive three-month period.

2.7 Shareholder agrees that it will not engage in any short selling of the Shares.

3. All of the Shares owned as outlined herein shall be included in the next registration statement to be filed with the Securities and Exchange Commission (the "Registration Statement") of Medivisor for the benefit of Shareholder, at no cost to them.

4. Upon the effective date of the Registration Statement (the "Effective Date"), Shareholder may commence the resale of the Shares as provided herein, and these resale limitations shall continue with respect to all shares for a period of twelve months from the Effective Date.

5. Shareholder agrees that all of its Shares are covered by all of the restrictions hereunder, whether such Shares are owned on the date hereof or are hereafter acquired (whether by issuance, transfer, upon exercise of any warrants or options currently held by Shareholder or otherwise).

6. This Agreement shall terminate twelve months from the Effective Date, and thereafter all provisions contained herein shall cease and be of no further force or effect.

7. Notwithstanding anything to the contrary set forth herein, the Company may, at any time and from time to time, waive any of the conditions or restrictions contained herein to increase the liquidity of the Common Stock or if such waiver would otherwise be in the best interests of the development of the trading market for the Common Stock.

8. In the event of a tender offer to purchase all or substantially all of the Company's issued and outstanding securities, or a merger, consolidation or other reorganization with or into an unaffiliated entity, this Agreement shall terminate and the Shares restricted pursuant hereto shall be released from such restrictions if

the requisite number of the record and beneficial owners of the Company's securities then outstanding are voted in favor of such tender offer, merger, consolidation or reorganization.

9. Except as otherwise provided in this Agreement or any other agreements between the parties, Shareholder shall be entitled to its retrospective beneficial rights of ownership of the Shares, including the right to vote the Shares for any and all purposes.

10. The Shares and per price restrictions covered by this Agreement shall be appropriately adjusted should the Company make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of Common Stock.

11. This Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the same document.

12. All notices, instructions or other communications required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by certified mail, return receipt requested, overnight delivery or hand-delivered to all parties to this Agreement at the address set forth above. All notices shall be deemed to be given on the same day if sent by overnight delivery or the second business day following the date of mailing.

13. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and may not be amended except by a written instrument executed by the parties hereto.

14. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into and to be performed wholly within said State.

IN WHITNESS HEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.

Medivisor Inc.

By /s/ DINO LUZZI
_____________________
Dino Luzzi, President

Shareholder

By /s/ DINO LUZZI
_____________________

Its__________________

EXHIBIT 10.15

LOCK UP/LEAK OUT AGREEMENT

THIS LOCK UP/LEAK OUT AGREEMENT (the "Agreement" is made and entered into as of the 01 day of January 2005, by and among Medivisor Inc., a Delaware corporation (the "Company"), and Wayne Wertheim ("Shareholder"}, as a shareholder of record of certain shares of common stock of the company, with an address of 21 Bonaire Dr Dix Hills.

RECITALS:

WHEREAS, Shareholder is the record owner of 150,000 shares (the "Shares") of the common Stock of the Company; and

WHEREAS, in order to facilitate an orderly market for the Common Stock of the Company, the undersigned desire to enter into this Agreement and restrict the sale, assignment, transfer, conveyance, hypothecation or alienation of the Common Stock, all on terms set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Notwithstanding anything contained in this Agreement, Shareholder may transfer its shares of Common Stock to its affiliates, partners in a partnership, subsidiaries and trusts, spouses or lineal descendants for estate planning purposes provided that the transferee (or the legal representative of the transferee) executes an agreement to he bound by all terms of this Agreement.

2. Shareholder may only sell Shares subject to the following conditions:

2.1 Shareholder shall be allowed to sell Shares in blocks of 5,000 Shares or less per transaction.

2.2 The Shares may only be sold at the "offer" or "ask" price stated by the relevant market maker. Shareholder agrees that it will not sell shares at the "bid" price.

2.3 After Shareholder sells 5,000 Shares, Shareholder may not sell any other Shares unless the "offer" or "ask" price of the Common Stock increases by .25 basis points above Shareholder's last sale price. The sale of the next 5,000 Shares, however, may take place at a price less than the prior sale price plus .25 basis points. (For example, Shareholder sells 5,000 shares at a price of $10 1/2 . If the "ask" price then increases to $10 3/4 , Shareholder may sell an additional 5,000 Shares and such sale may occur at a price less than $10 3/4.

2.4 Notwithstanding the foregoing, if, after Shareholder sells 5,000 Shares, the market maker in the Common Stock (other than the market maker involved in the first transaction) continues to show an "offer" or "ask" price at the same price as the first 5,000 share transaction, Shareholder may, on one occasion only, sell an additional 5,000 shares at that price.

2.5 The Shares may not be sold at a price below $1.00 per share.

2.6 Shareholder shall be allowed to sell up to fifteen (15%) percent of its Shares held as of the date hereof during each three-month period, Shareholder may sell the difference between 15% of its Shares held as of the date hereof and the Shares actually sold during such three-month period in the next successive three-month period.

2.7 Shareholder agrees that it will not engage in any short selling of the Shares.

3. All of the Shares owned as outlined herein shall be included in the next registration statement to be filed with the Securities and Exchange Commission (the "Registration Statement") of Medivisor for the benefit of Shareholder, at no cost to them.

4. Upon the effective date of the Registration Statement (the "Effective Date"), Shareholder may commence the resale of the Shares as provided herein, and these resale limitations shall continue with respect to all shares for a period of twelve months from the Effective Date.

5. Shareholder agrees that all of its Shares are covered by all of the restrictions hereunder, whether such Shares are owned on the date hereof or are hereafter acquired (whether by issuance, transfer, upon exercise of any warrants or options currently held by Shareholder or otherwise).

6. This Agreement shall terminate twelve months from the Effective Date, and thereafter all provisions contained herein shall cease and be of no further force or effect.

7. Notwithstanding anything to the contrary set forth herein, the Company may, at any time and from time to time, waive any of the conditions or restrictions contained herein to increase the liquidity of the Common Stock or if such waiver would otherwise be in the best interests of the development of the trading market for the Common Stock.

8. In the event of a tender offer to purchase all or substantially all of the Company's issued and outstanding securities, or a merger, consolidation or other reorganization with or into an unaffiliated entity, this Agreement shall terminate and the Shares restricted pursuant hereto shall be released from such restrictions if

the requisite number of the record and beneficial owners of the Company's securities then outstanding are voted in favor of such tender offer, merger, consolidation or reorganization.

9. Except as otherwise provided in this Agreement or any other agreements between the parties, Shareholder shall be entitled to its retrospective beneficial rights of ownership of the Shares, including the right to vote the Shares for any and all purposes.

10. The Shares and per price restrictions covered by this Agreement shall be appropriately adjusted should the Company make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of Common Stock.

11. This Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the same document.

12. All notices, instructions or other communications required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by certified mail, return receipt requested, overnight delivery or hand-delivered to all parties to this Agreement at the address set forth above. All notices shall be deemed to be given on the same day if sent by overnight delivery or the second business day following the date of mailing.

13. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and may not be amended except by a written instrument executed by the parties hereto.

14. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into and to be performed wholly within said State.

IN WHITNESS HEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.

Medivisor Inc.

By /s/ DINO LUZZI
_____________________
Dino Luzzi, President

Shareholder

By /s/ WAYNE WERTHEIM
_____________________

Its__________________

EXHIBIT 10.16

LOCK UP/LEAK OUT AGREEMENT

THIS LOCK UP/LEAK OUT AGREEMENT (the "Agreement" is made and entered into as of the 01 day of January 2005, by and among Medivisor Inc., a Delaware corporation (the "Company"), and Prudy Ferrone ("Shareholder"}, as a shareholder of record of certain shares of common stock of the company, with an address of _____________________________________.

RECITALS:

WHEREAS, Shareholder is the record owner of 150,000 shares (the "Shares") of the common Stock of the Company; and

WHEREAS, in order to facilitate an orderly market for the Common Stock of the Company, the undersigned desire to enter into this Agreement and restrict the sale, assignment, transfer, conveyance, hypothecation or alienation of the Common Stock, all on terms set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Notwithstanding anything contained in this Agreement, Shareholder may transfer its shares of Common Stock to its affiliates, partners in a partnership, subsidiaries and trusts, spouses or lineal descendants for estate planning purposes provided that the transferee (or the legal representative of the transferee) executes an agreement to he bound by all terms of this Agreement.

2. Shareholder may only sell Shares subject to the following conditions:

2.1 Shareholder shall be allowed to sell Shares in blocks of 5,000 Shares or less per transaction.

2.2 The Shares may only be sold at the "offer" or "ask" price stated by the relevant market maker. Shareholder agrees that it will not sell shares at the "bid" price.

2.3 After Shareholder sells 5,000 Shares, Shareholder may not sell any other Shares unless the "offer" or "ask" price of the Common Stock increases by .25 basis points above Shareholder's last sale price. The sale of the next 5,000 Shares, however, may take place at a price less than the prior sale price plus .25 basis points. (For example, Shareholder sells 5,000 shares at a price of $10 1/2 . If the "ask" price then increases to $10 3/4 , Shareholder may sell an additional 5,000 Shares and such sale may occur at a price less than $10 3/4.

2.4 Notwithstanding the foregoing, if, after Shareholder sells 5,000 Shares, the market maker in the Common Stock (other than the market maker involved in the first transaction) continues to show an "offer" or "ask" price at the same price as the first 5,000 share transaction, Shareholder may, on one occasion only, sell an additional 5,000 shares at that price.

2.5 The Shares may not be sold at a price below $1.00 per share.

2.6 Shareholder shall be allowed to sell up to fifteen (15%) percent of its Shares held as of the date hereof during each three-month period, Shareholder may sell the difference between 15% of its Shares held as of the date hereof and the Shares actually sold during such three-month period in the next successive three-month period.

2.7 Shareholder agrees that it will not engage in any short selling of the Shares.

3. All of the Shares owned as outlined herein shall be included in the next registration statement to be filed with the Securities and Exchange Commission (the "Registration Statement") of Medivisor for the benefit of Shareholder, at no cost to them.

4. Upon the effective date of the Registration Statement (the "Effective Date"), Shareholder may commence the resale of the Shares as provided herein, and these resale limitations shall continue with respect to all shares for a period of twelve months from the Effective Date.

5. Shareholder agrees that all of its Shares are covered by all of the restrictions hereunder, whether such Shares are owned on the date hereof or are hereafter acquired (whether by issuance, transfer, upon exercise of any warrants or options currently held by Shareholder or otherwise).

6. This Agreement shall terminate twelve months from the Effective Date, and thereafter all provisions contained herein shall cease and be of no further force or effect.

7. Notwithstanding anything to the contrary set forth herein, the Company may, at any time and from time to time, waive any of the conditions or restrictions contained herein to increase the liquidity of the Common Stock or if such waiver would otherwise be in the best interests of the development of the trading market for the Common Stock.

8. In the event of a tender offer to purchase all or substantially all of the Company's issued and outstanding securities, or a merger, consolidation or other reorganization with or into an unaffiliated entity, this Agreement shall terminate and the Shares restricted pursuant hereto shall be released from such restrictions if

the requisite number of the record and beneficial owners of the Company's securities then outstanding are voted in favor of such tender offer, merger, consolidation or reorganization.

9. Except as otherwise provided in this Agreement or any other agreements between the parties, Shareholder shall be entitled to its retrospective beneficial rights of ownership of the Shares, including the right to vote the Shares for any and all purposes.

10. The Shares and per price restrictions covered by this Agreement shall be appropriately adjusted should the Company make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of Common Stock.

11. This Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the same document.

12. All notices, instructions or other communications required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by certified mail, return receipt requested, overnight delivery or hand-delivered to all parties to this Agreement at the address set forth above. All notices shall be deemed to be given on the same day if sent by overnight delivery or the second business day following the date of mailing.

13. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and may not be amended except by a written instrument executed by the parties hereto.

14. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into and to be performed wholly within said State.

IN WHITNESS HEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.

Medivisor Inc.

By /s/ DINO LUZZI
__________________________
Dino Luzzi, President

Shareholder

By /s/ PRUDENCE L. FERRONE
__________________________

Its_______________________

EXHIBIT 10.17

EXECUTIVE SERVICES EMPLOYMENT AGREEMENT

THIS EXECUTIVE SERVICES EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into effective this 1st day of January, 2006, (the "EFFECTIVE DATE"), by and between Medivisor, Inc., a Delaware corporation (the "CORPORATION") and Dino Luzzi, an individual (the "EXECUTIVE").

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A. The Corporation desires that the Executive be employed by the Corporation to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth.

B. The Executive desires to accept such employment on such terms and conditions.

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1. RETENTION AND DUTIES.

1.1 RETENTION. The Corporation does hereby hire, engage and employ the Executive for the Period of Employment (as defined in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such hiring, engagement and employment, on the terms and conditions expressly set forth in this Agreement.

1.2 DUTIES. During the Period of Employment, the Executive shall serve the Corporation as its Chief Executive Officer ("CEO") unless and until it is otherwise determined by the Corporation's Board of Directors (the "Board") that he shall serve in another senior executive capacity. In addition, , it is the intention of the parties that the Executive shall also serve as a member of the initial Board of Directors. For such period of time that the Executive serves as Chief Executive Officer, the Executive shall be the Chief Executive Officer of the Corporation and shall be principally responsible for the general strategic planning, acquisitions, mergers, joint ventures, corporate relations, strategic direction of the business and officers of the Corporation, in each case subject to the directives of the Board. For such period of time that the Executive serves as Chief Executive Officer, the Executive shall have the duties of management usually vested in the offices of President and Chief Executive Officer of a corporation of the size and nature of the Corporation and such other powers and duties as the Board may assign from time to time, provided that such other duties are not inconsistent with his position as Chief Executive Officer.

In no event, however, shall his duties as Director of the Board be deemed inconsistent with the Executive's position as Chief Executive Officer for such purposes. For such period of time that the Executive does not serve as Chief Executive Officer, the Executive shall have such duties as may be determined from time to time by the Board, provided that those duties are consistent with the Executive's position as a senior executive officer with the position of Chairman of the Compensation Committee. The Executive shall also be subject to the corporate policies of the Corporation as they are in effect from time to time throughout the Period of Employment (including, without limitation, the Corporation's insider trading and ethics policies, as they may change from time to time). During the Period of Employment, the Executive shall report solely to the Board.

1.3 NO BREACH OF CONTRACT. The Executive hereby represents to the Corporation that to the best of the Executive's knowledge: (i) the execution and delivery of this Agreement by the Executive and the Corporation and the performance by the Executive of the Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party or otherwise bound;
(ii) that the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other than this Agreement and the Inventions Agreement referred to in Section 9) with any other person or entity in a similar industry as Medivisor, Inc.

1.4 LOCATION. The Executive acknowledges that the Corporation's principal executive offices are currently located in Huntington Station, New York. The Executive's principal place of employment shall be the Corporation's principal executive offices or such other location as the Executive shall approve in writing. The Executive agrees that he will be regularly present at the Corporation's principal executive offices. The Executive acknowledges that he may be required to travel from time to time in the course of performing his duties for the Corporation.

2. PERIOD OF EMPLOYMENT. The "Period of Employment" shall, unless sooner terminated as provided herein, be a period of two years commencing on the Effective Date and ending at the close of business on the second anniversary of the Effective Date (the "Termination Date").

3 COMPENSATION/BASE SALARY. The Executive's base salary for the Period of Employment (the "Base Salary") shall be at a rate of Twenty Thousand Dollars ($20,000) per month and shall be paid in accordance with the Corporation's regular payroll practices in effect from time to time, but not less frequently than in monthly installments. During the Period of Employment, the Corporation may increase (but it will not decrease) the Executive's Base Salary from the rate in effect immediately preceding any such change.

4. BENEFITS. The Executive shall be entitled to medical and dental coverage as provided by the Corporation under its respective policies.

4.1 RETIREMENT, WELFARE AND FRINGE BENEFITS. During the Period of Employment, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Corporation to the Corporation's senior executives generally, in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time.

4.2 REIMBURSEMENT OF BUSINESS EXPENSES. The Executive is authorized to incur reasonable expenses in carrying out the Executive's duties for the Corporation under this Agreement and reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive's duties for the Corporation, subject to the Corporation's expense reimbursement policies in effect from time to time. In addition, the Corporation shall reimburse the Executive for up to Fifty Thousand Dollars ($50,000) (in the aggregate) of the Executive's legal fees and other expenses relating to his employment and the negotiation and preparation of this Agreement and related agreements.

4.3 VACATION AND OTHER LEAVE. During the Period of Employment, the Executive shall accrue and be entitled to take paid vacation, such vacation otherwise to accrue and be taken at a rate of at least three (3) weeks annually in accordance with the Corporation's vacation policies in effect from time to time, including the Corporation's policies regarding vacation accruals (including, without limitation, limits on the amount of vacation that may be accrued and untaken before future accruals cease). The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Corporation.

4.4 AUTOMOBILE ALLOWANCE. The Corporation shall provide the Executive with a car allowance of Eight hundred Dollars ($800.00) per month during the Period of Employment to be used for the purchase, lease and maintenance of an appropriate automobile for Executive's use.

5. TERMINATION.

5.1 TERMINATION BY THE CORPORATION. The Executive's employment by the Corporation, and the Period of Employment, may be terminated at any time by the Corporation: (i) with Cause (as defined in Section 5.3), or (ii) without Cause, or (iii) in the event of the Executive's death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as defined in Section 5.3).

5.2 TERMINATION BY THE EXECUTIVE. The Executive's employment by the Corporation, and the Period of Employment, may be terminated at any time by the Executive, on no less than sixty (60) days prior written notice to the Corporation; provided, however, that (i) in the case of termination for Good Reason, the Executive may provide immediate written notice if the Corporation fails to, or cannot, reasonably cure the event that constitutes Good Reason and (ii) in the case of the Executive's good faith determination that he has a Disability, the Executive shall provided thirty
(30) days prior written notice (except that such determination shall not be conclusive as to whether the Executive actually has a Disability and, if it is determined that the Executive does not actually have a Disability, he shall be deemed to have terminated employment without a Disability and without Good Reason).

(a) As used herein, "Cause" shall mean the reasonable and good faith written determination by two-thirds of the Board (excluding the Executive, if he is then a member of the Board, from both the numerator and the denominator of such fraction for purposes of such determination) that, during the Period of Employment, any of the following events or contingencies exists or has occurred:

(i) the Executive is convicted of, or pleads guilty or NOLO contendre to, a felony within the meaning of such term by United States federal or state law (other than traffic related offenses or as a result of vicarious liability); or

(ii) the Executive willfully commits an act of material fraud, embezzlement or theft against the Corporation or one of its affiliates or willfully commits a material violation of state or federal securities laws involving the Corporation or one of its affiliates; or

(iii) the Executive willfully and repeatedly fails to perform his material fiduciary and other duties to the Corporation after having received written notice from the Corporation of such claimed failure; or

(iv) the Executive willfully engages in gross misconduct in carrying out his duties hereunder resulting in material economic harm to the Corporation; or

(v) the execution and delivery of this Agreement by the Executive and the Corporation and the performance by the Executive of the Executive's duties hereunder constitutes a breach by the Executive of, or otherwise contravenes, the terms of any other agreement or policy to which the Executive is a party or otherwise bound which materially interferes with the Executive's ability to effectively perform his duties and responsibilities to the Corporation hereunder; or

(vi) the Executive has information (including, without limitation, confidential information and trade secrets) relating to any other person or entity which the Executive is not legally and contractually free to disclose to the Corporation which materially interferes with the Executive's ability to effectively perform his duties and responsibilities to the Corporation hereunder; or

(vii) the Executive is bound by any confidentiality, trade secret or similar agreement (other than this Agreement and the Inventions Agreement referred to in Section 9) with any other person or entity which materially interferes with the Executive's ability to effectively perform his duties and responsibilities to the Corporation hereunder.

However, no act or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in, or not opposed to, the best interests of the Corporation.

Anything to the contrary notwithstanding, the Executive shall not be terminated for Cause under paragraph 5.5(b)(ii), (iii), (iv), (v), (vi) or
(vii) unless he is given written notice setting forth the basis for termination and he is given fifteen (15) days to cure such neglect or conduct and, if he fails to cure such neglect or conduct, the Executive is given the opportunity to be heard before the Board and the Board shall have made the written determination set forth at the beginning of this Section 5.5(b).

(b) As used herein, "DISABILITY" shall mean a physical or mental impairment which renders the Executive unable to perform the essential functions of his employment with the Corporation, even with reasonable accommodation that does not impose an undue hardship on the Corporation, for more than 180 days in any 12-month period, unless a longer period is required by federal or state law, in which case that longer period would apply. The determination of whether or not a Disability exists for purposes of this Agreement shall be based upon the findings of a medical doctor reasonably acceptable to both parties. If the two parties cannot agree on a medical doctor, each party shall select a medical doctor and the two medical doctors shall select a third who shall be the approved doctor for this purpose. Neither the Corporation nor the Executive shall terminate his employment for Disability unless the party terminating the Executive's employment has given written notice to the other party as provided herein.

(c) As used herein, "GOOD REASON" shall mean the occurrence of one or more of the following without the Executive's written consent:

(i) a material breach of this Agreement by the Corporation (including, without limitation, any breach by the Corporation of Section 3.1); or

(ii) a material diminution in the Executive's duties (when such duties are viewed in the aggregate) from the level contemplated by Section 1.2 (including, without limitation, any change in title or position other than as contemplated by Section 1.2); provided that it shall not constitute Good Reason hereunder solely because the Executive is no longer serving as Chief Executive Officer of the Corporation provided that he continues as an executive with the title of Director on the Board, provided that in all cases he reports directly to the Board; or

(iii) the assignment by the Corporation of duties to the Executive that are materially inconsistent with his position as Chief Executive Officer or as Director on the Board , as applicable; or

(iv) the failure of the Corporation to obtain the assumption in writing of its obligations to perform this Agreement by any successor to all or substantially all of the assets or business of the Corporation within fifteen (15) days upon a merger, consolidation, sale or similar transaction; or

(v) the failure of the Corporation to maintain Directors' and Officers' Liability Insurance on terms not materially less favorable to the Executive than the terms of the policy presently in effect; provided that in no event shall Good Reason exist pursuant to this clause (vii) if the Corporation has in place Directors' and Officers' Liability Insurance coverage at a cost on an annualized basis that is not less than two hundred percent (200%) of the annualized cost of the policy in effect on the Effective Date;

PROVIDED, HOWEVER, that none of the events specified in clause (i), (ii),
(iii), (vi) or (vii) above shall constitute Good Reason unless the Executive shall have notified the Corporation in writing describing the events which constitute Good Reason and the Corporation shall have failed to reasonably cure such event within a reasonable period, not to exceed fifteen (15) days, after the Corporation's actual receipt of such written notice.

6. MEANS AND EFFECT OF TERMINATION. Any termination of the Executive's employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

7. NON-COMPETITION. The Executive acknowledges and recognizes the highly competitive nature of the businesses of the Corporation, the amount of sensitive and confidential information involved in the discharge of the Executive's position with the Corporation, and the harm to the Corporation that would result if such knowledge or expertise was disclosed or made available to a competitor. Based on that understanding, the Executive hereby expressly agrees as follows:

(a) As a result of the particular nature of the Executive's relationship with the Corporation, in the capacities identified earlier in this Agreement, for the Period of Employment the Executive hereby agrees that he will not, directly or indirectly, (i) engage in any business for the Executive's own account or derive any material economic benefit from any business that competes with the business of the Corporation or any of its affiliates (the Corporation and its affiliates are referred to, collectively, as the "Company Group"), (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the business of any entity within the Company Group, (iii) acquire a financial interest in any person engaged in any business that competes with the business of any entity within the Company Group, directly or indirectly, as an individual, partner, member, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) other than in the performance of his duties hereunder, interfere with business relationships (whether formed before or after the Effective Date) between the Corporation, any of its respective affiliates or subsidiaries, and any customers, suppliers, officers, employees, partners, members or investors of any entity within the Company Group for the purpose of competing, or allowing a third party to compete, with the business of any entity of the Company Group. For purposes of this Agreement, businesses in competition with the Company Group shall include, without limitation, businesses in which any entity within the Company Group actively participates and any businesses which any entity within the Company Group has specific plans to actively participate in the future if the Executive is aware of such plans, whether or not such entity has commenced such operations.

8. CONFIDENTIALITY. As a material part of the consideration for the Corporation's commitment to the terms of this Agreement, the Executive hereby agrees that the Executive will not at any time (whether during or

after the Executive's employment with the Corporation), other in the course of the Executive's duties hereunder, knowingly disclose, disclose in a fashion that Executive reasonably should know the consequences of such disclosure, or use for the Executive's own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, any trade secrets, or other confidential data or information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, or plans of any entity within the Company Group; PROVIDED, HOWEVER, that the foregoing shall not apply to information which is generally known to the industry or the public, other than as a result of the Executive's breach of this covenant. The Executive further agrees that the Executive will not retain or use for his account, at any time, any trade names, trademark or other proprietary business designation used or owned in connection with the business of any entity within the Company Group. Notwithstanding the foregoing, the provisions of this Section 8 shall not apply when (i) disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the Executive to disclose or make available such information, provided, however that the Executive shall promptly notify the Corporation in writing upon receiving a request for such information or (ii) with respect to any other litigation, arbitration or mediation involving this Agreement, including but not limited to enforcement of this Agreement.

9. RETURN OF PROPERTY. The Executive agrees to truthfully and faithfully account for and deliver to the Corporation all property belonging to the Corporation, any other entity in the Company Group, or any of their respective affiliates, which the Executive may receive from or on account of the Corporation, any other entity in the Company Group, or any of their respective affiliates, and upon the termination of the Period of Employment, or the Corporation's demand, the Executive shall immediately deliver to the Corporation all such property belonging to the Corporation, any other entity in the Company Group, or any of their respective affiliates. Anything to the contrary notwithstanding, nothing in this
Section 12 shall prevent the Executive from retaining a personal home computer and papers and other materials of a personal nature, including personal diaries, calendars and personal rolodexes, personal information relating to his compensation or relating to the reimbursement of expenses, personal information that he reasonably believes are needed for tax purposes and copies of the Corporation's compensatory plans, programs and agreements relating to his compensation as an employee.

10. ASSIGNMENT. This Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided, however, that in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Corporation with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Corporation hereunder, provided that the obligations hereunder are assumed, either by law or contract, by such transferee or successor.

11. NUMBER AND GENDER. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.

12. SECTION HEADINGS. The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

13. GOVERNING LAW. This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of New York, notwithstanding any Delaware or other conflict of law provision to the contrary.

14. SEVERABILITY. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

15. ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. This Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth herein.

16. MODIFICATIONS. This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

17. NOTICES.

(a) All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by registered or certified mail, postage prepaid, return receipt requested. Any notice shall be duly addressed to the parties as follows at 326 Walt Whitman Road, Suite 208, Huntington Station, New York 11746.

(b) Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 23 for the giving of notice. Any communication shall be effective when delivered by hand, when otherwise delivered against receipt therefor, or five (5) business days after being mailed in accordance with the foregoing.

18. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

19. CORPORATION'S REPRESENTATIONS. The Corporation represents and warrants that
(i) the execution, delivery and performance of this Agreement by the Corporation has been fully and validly authorized by all necessary corporate action, (ii) the officer signing this Agreement on behalf of the Corporation is duly authorized to do so, (iii) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document to which the Corporation is a party or by which it is bound and (iv) upon execution and delivery of this agreement by the parties hereto, it shall be a valid and binding obligation of the Corporation enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.

20. INDEMNIFICATION.

(a) The Corporation agrees that (i) if the Executive is made a party, or is threatened to be made a party, to any threatened or actual action, suit or proceeding whether civil, criminal, administrative, investigative, appellate or other (a "Proceeding") by reason of the fact that he is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, member, employee, agent, manager, consultant or representative of another person or (ii) if any claim, demand, request, investigation, controversy, threat, discovery request or request for testimony or information (a "Claim") is made, or threatened to be made, that arises out of or relates to the Executive's service in any of the foregoing capacities, whether arising before or after the Effective Date, then the Executive shall promptly be indemnified and held harmless by the Corporation to the fullest extent legally permitted or authorized by the Corporation's certificate of incorporation, bylaws or Board resolutions or, if greater, by the laws of the State of Delaware, against any and all costs, expenses, liabilities and losses (including, without limitation, attorney's fees, judgments, interest, expenses of investigating, defending or obtaining indemnity with respect to any Proceeding or Claim, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer or employee of the Corporation or a director, officer, member, employee, agent, manager, consultant or representative of such other person and shall inure to the benefit of the Executive's heirs, executors and administrators. To the extent permitted by law, the Corporation shall advance to the Executive all costs and expenses incurred by him in connection with any such Proceeding or Claim within thirty (30) days after receiving written notice requesting such an advance. Such notice shall include, to the extent required by applicable law, an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses.

(b) Neither the failure of the Corporation (including its Board, independent legal counsel or stockholders) to have made a determination in connection with any request for indemnification or advancement under Section 28(a) that indemnification of the Executive is proper because he has satisfied any applicable standard of conduct, nor a determination by the Corporation (including its Board, independent legal counsel or stockholders) that the Executive has not met any applicable standard of conduct, shall create a presumption that the Executive has not met an applicable standard of conduct.

(c) During the Period of Employment and for a period of three (3) years thereafter, the Corporation shall keep in place a directors and officers' liability insurance policy (or policies) providing comprehensive coverage to the Executive to the extent that the Corporation provides such coverage for any other present or former senior executive or director of the Corporation. Such policy shall be on terms not materially less favorable to the Executive than the terms of the policy then in effect on the Effective Date; provided that in no event shall the Corporation be obligated to provide such level of coverage to the extent that the annualized cost of the coverage would exceed two hundred percent (200%) of the annualized cost of the coverage in effect on the Effective Date.

IN WITNESS WHEREOF, the Corporation and the Executive have executed this Agreement on the dates indicated below to be effective as of the Effective Date.

DATE: FEBRUARY __, 2008               BY: ________________________________



DATE: FEBRUARY __, 2008               ____________________________________
                                      DINO LUZZI

EXHIBIT 10.18

CONSULTING AGREEMENT

CONSULTING AGREEMENT dated as of February 29, 2008, by and between MEDIVISOR INC. ("MVSR"), a Delaware corporation with offices at 326 Walt Whitman Road, Melville, NY and CONSULTANT, CIOFFI BUSINESS MANAGEMENT SERVICES ("CONSULTANT") with offices at 31 West Main Street, Suite 312, Patchogue, NY 11772.

W I T N E S S E T H:

WHEREAS, MVSR and the CONSULTANT wish to enter into an agreement where MVSR desires to retain the CONSULTANT as a CONSULTANT and CONSULTANT desires to act as a CONSULTANT to MVSR, subject to and upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

1. CONSULTANCY. MVSR hereby retains CONSULTANT and CONSULTANT hereby agrees to act as a CONSULTANT to MVSR. CONSULTANT shall perform such services for MVSR as agreed with the Board of Directors of MVSR from time to time (the "CONSULTING Services") including, but not limited to, the services specified in Appendix A to this agreement. CONSULTANT agrees to cause Darren J. Cioffi to perform the Consulting Services on behalf of the CONSULTANT. The CONSULTANT shall exercise its own reasonable judgment and employ such means as it, in good faith, determines are reasonable in performing the Consulting Services, and MVSR will not exercise any control over the methods or means employed by the CONSULTANT in performing the Consulting Services. The Consulting Services shall be performed at such times and at such locations as CONSULTANT shall determine.

2. INDEPENDENT CONTRACT OR STATUS. It is understood and agreed that in the performance of the Consulting Services by the CONSULTANT hereunder, it is acting as an independent contractor and not in any way as an employee or agent of MVSR. The CONSULTANT will determine the hours of work of its employees and the CONSULTANT's employees are not required to work any specified number of hours in any week. Any time off, including weekends and

vacation, will be solely and entirely at the discretion of the CONSULTANT. The CONSULTANT may be required upon request of the Board to submit to MVSR written or oral reports regarding its activities. Employees of the CONSULTANT and others retained by the CONSULTANT are not employees of MVSR for purposes of worker's compensation, unemployment insurance, medical; disability and group life insurance and they are not eligible to participate in any welfare, pension, profit sharing or fringe benefit plan or arrangement of MVSR.

3. CONSULTING FEES. During the Term, as full compensation for the Consulting Services, MVSR shall pay to the CONSULTANT a consulting fee as described in Appendix A to this document. In addition to the Base Fee, the CONSULTANT shall be paid such additional compensation as shall be determined from time to time by the Board of Directors of MVSR and approved by the Board of Directors of MVSR as provided for in Appendix A. It is understood that MVSR will not withhold any income taxes, unemployment taxes or other taxes and that the CONSULTANT is solely responsible for paying and reporting all taxes, including income taxes and estimates thereof for itself and all employees, agents or contractors. MVSR will report to the appropriate tax authorities the amounts paid to the CONSULTANT and, even though the CONSULTANT is an independent contractor, if MVSR is required by law, or is advised by its accountants or attorneys that it is required by law to deduct for withholding, or other taxes, it shall be free to do so, which taxes if not previously deducted shall be reclaimable from the CONSULTANT.

4. EXPENSES. In addition to the consulting fees provided for in Section 3 above, MVSR shall reimburse the CONSULTANT for reasonable costs and expenses incurred by the CONSULTANT in performing the Consulting Services, subject to review by the Board of Directors of MVSR or a senior officer of MVSR designated by the Board of Directors of MVSR.

5. USE OF MVSR'S FACILITIES. Employees of the CONSULTANT are not required to use the office facilities of MVSR in performing the Consulting Services hereunder.

6. TERM. The term of this Agreement shall commence as of February 1, 2008 and shall continue for a period of twelve (12) months (the "TERM").

7. TERMINATION.

7.1 MVSR may terminate this Agreement, at any time, upon thirty (30) days written notice, to CONSULTANT for any reason whatsoever.

7.2 Upon termination CONSULTANT shall cease all provision of services and no invoice shall be made for services performed after notice of suspension or termination. Upon termination, for any reason except breach of this agreement by CONSULTANT, of this Agreement or a portion of the services covered hereunder, MVSR shall pay to CONSULTANT an amount equal to the Severance Amount as provided in Section 9 of this Agreement.

7.3 Termination of this Agreement or a portion of any services hereunder except for breach of this agreement by CONSULTANT shall not prejudice or affect the rights or remedies of either MVSR or CONSULTANT against the other in respect of any breach of the Agreement which occurred before the effective date of termination and shall not prejudice the rights and remedies of CONSULTANT in respect of any sum or sums of money owed or owing from MVSR.

8. SEVERANCE PAYMENT. Upon termination of this Agreement by MVSR or a change in control of MVSR, in addition to earned but unpaid Consulting Fees payable in accordance with Section 3, MVSR shall pay to CONSULTANT severance as identified in Appendix A.

9. DISCLAIMERS AND LIMITATIONS OF LIABILITY. It is expressly understood and agreed that MVSR shall NOT be responsible nor liable for any loss, damage, penalty, or the like, financial or otherwise, caused by:

(i) failure by any CONSULTANT, advisor, contractor, supplier, or any other persons, individuals or firms NOT employed by MVSR to discharge its contractual obligations; or

(ii) any delay, modification, or suspension of the time schedule for performing the services hereunder whether agreed or not agreed with CONSULTANT, which is NOT the responsibility of MVSR, its agents, or CONSULTANTs; or

(iii) any negligent work carried out by the CONSULTANT or by any third party other than MVSR, its agents, or sub-CONSULTANTs, or employees; or

(iv) the failure of any person NOT employed or contracted with by MVSR to discharge any legal duty or obligation whatsoever.

10. CONFIDENTIALITY. The CONSULTANT hereby agrees that during and after the term of this Agreement, neither it nor any of its employees nor others retained by the CONSULTANT to perform some or all of the services to be performed hereunder, will divulge any confidential or proprietary information belonging to MVSR or any company associated with MVSR or to any customer of MVSR and neither the CONSULTANT nor any employee of the CONSULTANT nor any other person retained by the CONSULTANT will make available to others any MVSR or account list, price list, business plan, trade secret, document, file, paper or data of any kind, in whatever form embodied, concerning the business or financial affairs of MVSR, its associated companies, or its customers or remove any of the foregoing from the premises of MVSR.

11. ASSIGNMENT. Except as otherwise provided herein, the CONSULTANT may not assign this Agreement or delegate any of its obligations hereunder, without the prior written consent of MVSR and MVSR may not assign this Agreement, or delegate any of its obligations hereunder, without the prior written consent of the CONSULTANT. Any assignment or delegation in violation of the provisions hereof shall be void and of no effect.

12. ENTIRE AGREEMENT; MODIFICATION; BINDING EFFECT. This Agreement constitutes the entire agreement between the CONSULTANT and MVSR and supersedes all prior understandings and agreements concerning the subject matter hereof. This Agreement (including this provision against oral modification) may not be changed or terminated, and no provision hereof may be waived orally. No modification, waiver or termination hereof shall be binding upon either party unless in writing and signed by or on behalf of the party against which the modification, waiver or termination is asserted. This Agreement shall be binding upon and shall enure to the benefit of the CONSULTANT and MVSR, their successors and permitted assigns.

13. NOTICES. Any notice or other communication required or permitted hereunder shall be sufficiently given if delivered personally, or, if sent by registered or certified mail, postage pre-paid, return receipt requested, addressed to the party intended to receive such notice at the address set forth above, or such other address as such party may indicate in the manner provided for notices herein. Any notice or communication shall be deemed to have been given upon the date personally delivered or, if mailed, the earlier of the date it is received and three (3) days after the date so mailed.

14. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date above written.

MEDIVISOR, INC.

By:_____________________________________

Name:   /s/ Candido Dino Luzzi
            Position:   CEO

CIOFFI BUSINESS MANAGEMENT SERVICES

By:_____________________________________

Name: /s/ Darren J. Cioffi
          POSITION: PRESIDENT

App. 1 :          The  Base  Fee for the Term of the Agreement shall be $75,000,
                  payable in monthly  installments  of $3,000.00 per month until
                  company is properly  funded.  At time of funding  company will
                  pay accrued pay and monthly  payments  will increase to $6,250
                  per month.

App. 2 :          In addition to the Base Fee the CONSULTANT shall  be paid such
                  additional  compensation  as shall be determined  from time to
                  time by the Board of  Directors  of MVSR and  approved  by the
                  Board of Directors of MVSR.

App. 3 :          In  determining the  amount of the additional compensation The
                  Board of Directors will take into consideration the attainment
                  of specific  criteria as agreed with the CONSULTANT  from time
                  to time.

App. 4 :          The  CONSULTANT  shall  provide  services  to MVSR which shall
                  include,  but not be restricted to, those  functions  commonly
                  associated with the role of CHIEF FINANCIAL OFFICER.

App. 5 :          STOCK OPTIONS.  CONSULTANT shall be entitled to participate in
                  the MVSR   Equity Incentive Plan.

App. 6 :          SEVERANCE AND OTHER PAYMENTS.

                  a. If  CONSULTANT'S  agreement  pursuant  to  this  Agreement
                  is  terminated  for "cause" (as herein  defined),  the Company
                  shall  not  be  obligated  to  pay or  provide  any  severance
                  compensation or benefits to CONSULTANT.

                  b. If CONSULTANT'S agreement with the Company is terminated
                  under  Paragraph 8.2 of this  Agreement or the Company  elects
                  not to continue the  Agreement  under  Paragraph 7 above,  the
                  Company  agrees  to pay  to  Consultant  an  amount  equal  to
                  twenty-five  percent (25%) of Consultant's then current annual
                  base  compensation  (or, if this  Agreement  has  expired,  an
                  amount  equal to  twenty-five  percent  (25%) of  Consultant's
                  annual base  compensation  on the last  effective  day of this
                  Agreement's  term).  ("Severance  Payment").   Such  Severance
                  Payment  shall  only  be owed to  Consultant  and  paid by the
                  Company  following  the  execution  of  a  mutually  agreeable
                  severance  agreement by Consultant  and the Company that shall
                  be  written  within  15  days  of  the  date  of  Consultant's
                  termination. In addition to the foregoing Severance Payment.

App. 7:           TRAVEL, ENTERTAINMENT, AND LIVING EXPENSES.  CONSULTANT is
                  authorized to Incur reasonable travel, entertainment, and cell
                  phone  business  expenses  on  behalf  of the  Company.  These
                  expenses shall be reimbursed by the Company.

App. 8:           CONSULTANT  under  this  Agreement, the Company shall issue to
                  Consultant  (or its  designees)  50,000  shares  ("Shares") of
                  common stock, no par value ("Common  Stock").  Issued upon the
                  signing of this agreement;

EXHIBIT 10.19

STOCK OPTION PLAN

FOR:

MEDIVISOR, INC.

November 19, 2007

MEDIVSOR, INC.
326 Walt Whitman Road, Suite 208, Huntington Station, New York 11746

                               ARTICLE 1. THE PLAN

1.1               TITLE

                  This plan is entitled the "STOCK  OPTION PLAN" (the "PLAN") of

Medivisor, Inc., a Delaware corporation (the "COMPANY").

1.2 PURPOSE

The purpose of the Plan is to enhance the long-term stockholder value of the Company by offering opportunities to directors, officers, employees and eligible consultants of the Company and any Related Company, as defined below, to acquire and maintain stock ownership in the Company in order to give these persons the opportunity to participate in the Company's growth and success, and to encourage them to remain in the service of the Company or a Related Company.

ARTICLE 2. DEFINITIONS

The following terms will have the following meanings in the Plan:

(a) "BOARD" means the Board of Directors of the Company;

(b) "CAUSE", unless otherwise defined in the instrument evidencing the award or in an employment or services agreement between the Company or a Related Company and a Participant, means a material breach of the employment or services agreement, dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, and its determination shall be conclusive and binding;

(c) "CODE" means the United States INTERNAL REVENUE CODE OF 1986, as amended from time to time;

(d) "COMMON SHARES" means the common shares, $0.001 par value, of the Company;

(e) "CONSULTANT PARTICIPANT" means a Participant who is defined as a Consultant Participant in Article 5 hereinbelow;

(f) "CORPORATE TRANSACTION", unless otherwise defined in the instrument evidencing the Option or in a written employment or services agreement between the Company or a Related Company and a Participant, means consummation of either.

(i) a merger or consolidation of the Company with or into any other corporation, entity or person; or

(ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all the Company's outstanding securities or all or substantially all the Company's assets; provided, however, that a Corporate Transaction shall not include a Related Party Transaction;

(g) "DISABILITY", unless otherwise defined by the Plan Administrator, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable, in the opinion of the Company, to perform his or her duties for the Company or a Related Company and to be engaged in any substantial gainful activity;

(h) "EMPLOYMENT TERMINATION DATE" means, with respect to a Participant, the first day upon which the Participant no longer has an employment or service relationship with the Company or any Related Company;

(i) "EXCHANGE ACT" means the United States SECURITIES EXCHANGE ACT OF 1934, as amended;

(j) "FAIR MARKET VALUE" means the per share value of the Common Shares determined as follows:

(i) if the Common Shares are listed on an established stock exchange or exchanges or the NASDAQ National Market, the closing price per share on the last trading day immediately preceding such date on the principal exchange on which it is traded or as reported by NASDAQ; or

(ii) if the Common Shares are not then listed on an exchange or the NASDAQ National Market, but is quoted on the NASDAQ Small Cap Market, the NASDAQ electronic bulletin board or the National Quotation Bureau pink sheets, the average of the closing bid and asked prices per share for the Common Shares as quoted by NASDAQ or the National Quotation Bureau, as the case may be, on the last trading day immediately preceding such date; or

(iii) if there is no such reported market for the Common Shares for the date in question, then an amount determined in good faith by the Plan Administrator;

(k) "GRANT DATE" means the date on which the Plan Administrator completes the corporate action relating to the grant of an Option or such later date specified by the Plan Administrator, and on which all conditions precedent to the grant have been satisfied, provided that conditions to the exercisability or vesting of Options shall not defer the Grant Date;

(l) "INCENTIVE STOCK OPTION" means an Option granted with the intention, as reflected in the instrument evidencing the Option, that it qualify as an "incentive stock option" as that term is defined in Section 422 of the Code;

(m) "NONQUALIFIED STOCK OPTION" means an Option other than an Incentive Stock Option;

(n) "OPTION" means the right to purchase Common Shares granted under Article 7 hereinbelow;

(o) "OPTION EXPIRATION DATE" has the meaning set forth in Article 7.6 hereinbelow;

(p) "OPTION TERM" has the meaning set forth in Article 7.3 hereinbelow;

(q) "PARTICIPANT" means the person to whom an Option is granted and who meets the eligibility requirements imposed by Article 5 hereinbelow, including Consultant Participants as defined in Article 5;

(r) "PARTICIPANT" means the person to whom an Option is granted and who meets the eligibility requirements imposed by Article 5 hereinbelow, including Consultant Participants as defined in Article 5;

(s) "PLAN ADMINISTRATOR" has the meaning set forth in Article 3.1 hereinbelow;

(t) "RELATED COMPANY" means any entity that, directly or indirectly, is in control of or is controlled by the Company;

(u) "RELATED PARTY TRANSACTION" means:

(i) a merger or consolidation of the Company in which the holders of Common Shares immediately prior to the merger hold at least a majority of the Common Shares in the Successor Corporation immediately after the merger;

(ii) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially all the Company's assets to a wholly-owned subsidiary corporation;

(iii) a mere reincorporation of the Company; or

(iv) a transaction undertaken for the sole purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company's securities immediately before such transaction;

(v) "RETIREMENT", unless otherwise defined by the Plan Administrator from time to time for purposes of the Plan, means retirement on or after the individual's normal retirement date under the Company's 401(k) plan or other similar successor plan applicable to salaried employees;

(w) "SECURITIES ACT" means the United States SECURITIES ACT OF 1933, as amended;

(x) "SUCCESSOR CORPORATION" has the meaning set forth in Article 11.3.1 hereinbelow; and

(y) "VESTING COMMENCEMENT DATE" means the Grant Date or such other date selected by the Plan Administrator as the date from which the Option begins to vest for purposes of Article 7.4 hereinbelow.

                            ARTICLE 3. ADMINISTRATION

3.1               PLAN ADMINISTRATOR

                  The Plan  shall be  administered  by the Board or a  committee

appointed by, and consisting of one or more members of, the Board (the "PLAN ADMINISTRATOR"). If and so long as the Common Shares are registered under
Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the members of any committee acting as Plan Administrator, with respect to any persons subject or likely to become subject to Section 16 of the Exchange Act, the provisions regarding: (a) "OUTSIDE DIRECTORS", as contemplated by Section 162(m) of the Code and (b) "NONEMPLOYEE DIRECTORS", as contemplated by Rule 16b-3 under the Exchange Act. Committee members shall serve for such term as the Board may determine, subject to removal by the Board at any time. At any time when no committee has been appointed to administer the Plan, then the Board will be the Plan Administrator.

3.2 ADMINISTRATION AND INTERPRETATION BY PLAN ADMINISTRATOR

Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all matters relating to Options under the Plan, including the selection of individuals to be granted Options, the type of Options, the number of Common Shares subject to an Option, all terms, conditions, restrictions and limitations, if any, of an Option and the terms of any instrument that evidences the Option. The Plan Administrator shall also have exclusive authority to interpret the Plan and the terms of any instrument evidencing the Option and may from time to time adopt and change rules and regulations of general application for the Plan's administration. The Plan Administrator's interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved or affected. The Plan Administrator may delegate administrative duties to such of the Company's officers as it so determines.

                      ARTICLE 4. STOCK SUBJECT TO THE PLAN

4.1               AUTHORIZED NUMBER OF SHARES

                  Subject to adjustment from time to time as provided in Article

11.1 hereinbelow, the number of Common Shares available for issuance under the Plan shall be 3,000,000 shares.

4.2 REUSE OF SHARES

Any Common Shares that have been made subject to an Option that cease to be subject to the Option (other than by reason of exercise or settlement of the Option to the extent it is exercised for or settled in shares) shall again be available for issuance in connection with future grants of Options under the Plan. In the event shares issued under the Plan are reacquired by the Company pursuant to any forfeiture provision or right of repurchase, such shares shall again be available for the purposes of the Plan; provided, however, that the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the share number stated in Article 4.1 hereinabove, subject to adjustment from time to time as provided in Article 11.1 hereinbelow; and provided, further, that for purposes of Article 4.3 hereinbelow, any such shares shall be counted in accordance with the requirements of Section 162(m) of the Code.

4.3 LIMITATIONS

Subject to adjustment from time to time as provided in Article 11.1 hereinbelow, not more than an aggregate of 5,000,000 shares shall be available for issuance pursuant to grants of Stock Options under the Plan.

ARTICLE 5. ELIGIBILITY

An Option may be granted to any officer, director or employee of the Company or a Related Company that the Plan Administrator from time to time selects. An Option may also be granted to any consultant, agent, advisor or independent contractor who provides services to the Company or any Related Company (a "CONSULTANT PARTICIPANT"), so long as such Consultant Participant:
(a) is a natural person or an alter ego entity of the natural person providing the services; (b) renders BONA FIDE services that are not in connection with the offer and sale of the Company's securities in a capital-raising transaction; and
(c) does not directly or indirectly promote or maintain a market for the Company's securities.

                               ARTICLE 6. OPTIONS

6.1               FORM AND GRANT OF OPTIONS

                  The Plan Administrator  shall have the authority,  in its sole

discretion, to determine the type or types of Options to be granted under the Plan. Options may be granted singly or in combination.

6.2 SETTLEMENT OF OPTIONS

The Company may settle Options through the delivery of Common Shares, the granting of replacement Options or any combination thereof as the Plan Administrator shall determine. Any Option settlement, including payment deferrals or payments deemed made by way of the settlement of pre-existing indebtedness from the Company, may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. The Plan Administrator may permit or require the deferral of any Option payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred stock equivalents.

                          ARTICLE 7. GRANTS OF OPTIONS

7.1               GRANT OF OPTIONS

                  The Plan Administrator  shall have the authority,  in its sole

discretion, to grant Options as Incentive Stock Options or as Nonqualified Stock Options, which shall be appropriately designated.

7.2 OPTION EXERCISE PRICE

The exercise price for shares purchased under an Option shall be as determined by the Plan Administrator.

7.3 TERM OF OPTIONS

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the "OPTION TERM") shall be as established for that Option by the Plan Administrator or, if not so established, shall be TEN YEARS from the Grant Date.

7.4 EXERCISE OF OPTIONS

The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Plan Administrator at any time.

The Plan Administrator, in its sole discretion, may adjust the vesting schedule of an Option held by a Participant who works less than "FULL-TIME" as that term is defined by the Plan Administrator or who takes a Company-approved leave of absence.

To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to the Company of a written stock option exercise agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full as described in Article 7.5

hereinbelow. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator.

7.5 PAYMENT OF EXERCISE PRICE

The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be in accordance with the requirements of the Chapter 78 of the NEVADA REVISED STATUTES and the Articles of Incorporation and Bylaws of the Company, must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Plan Administrator for that purchase. As set forth in Article 6.2 hereinabove, any Option settlement, including payment deferrals or payments deemed made by way of the settlement of pre-existing indebtedness from the Company, may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine.

7.6 POST-TERMINATION EXERCISES

The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, if the Participant ceases to be employed by, or to provide services to, the Company or a Related Company, which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time:

(a) Except as otherwise set forth in this Article 7.6 hereinbelow, any portion of an Option that is not vested and exercisable on the Employment Termination Date shall expire on such date.

(b) Any portion of an Option that is vested and exercisable on the Employment Termination Date shall expire on the earliest to occur of:

(i) if the Participant's Employment Termination Date occurs for reasons other than Cause, Retirement, Disability or death, the day which is three months after such Employment Termination Date;

(ii) if the Participant's Employment Termination Date occurs by reason of Retirement, Disability or death, the one-year anniversary of such Employment Termination Date; and

(iii) the last day of the Option Term (the "OPTION EXPIRATION DATE").

Notwithstanding the foregoing, if the Participant dies after his or her Employment Termination Date but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable on such Employment Termination Date shall expire upon the earlier to occur of (c) the Option Expiration Date and (d) the one-year anniversary of the date of death, unless the Plan Administrator determines otherwise.

Also notwithstanding the foregoing, in case of termination of the Participant's employment or service relationship for Cause, all Options granted to that Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant's employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after the Participant's relationship with the Company or a Related Company has ended, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion.

(c) A Participant's transfer of employment or service relationship between or among the Company and any Related Company, or a change in status from an employee to a consultant, agent, advisor or independent contractor or a change in status from a consultant, agent, advisor or independent contractor to an employee, shall not be considered a termination of employment or service relationship for purposes of this Article 7. Unless the Plan Administrator determines otherwise, a termination of employment or service relationship shall be deemed to occur if a Participant's employment or service relationship is with an entity that has ceased to be a Related Company.

(d) The effect of a Company-approved leave of absence on the application of this Article 7 shall be determined by the Plan Administrator, in its sole discretion.

(e) If a Participant's employment or service relationship with the Company or a Related Company terminates by reason of Disability or death, the Option shall become fully vested and exercisable for all the shares subject to the Option. Such Option shall remain exercisable for the time period set forth in this Article 7.6.

ARTICLE 8. INCENTIVE STOCK OPTION LIMITATIONS

Notwithstanding any other provisions of the Plan, and to the extent required by Section 422 of the Code, Incentive Stock Options shall be subject to the following additional terms and conditions:

8.1 DOLLAR LIMITATION

To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Shares with respect to which Incentive Stock Options are exercisable for the first time during any calendar year (under the Plan and all other STOCK OPTION PLANs of the Company) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become

exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted.

8.2 ELIGIBLE EMPLOYEES

Individuals who are not employees of the Company or one of its parent corporations or subsidiary corporations may not be granted Incentive Stock Options.

8.3 EXERCISE PRICE

The exercise price of an Incentive Stock Option shall be at least 100% of the Fair Market Value of the Common Shares on the Grant Date, and in the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a "TEN PERCENT STOCKHOLDER"), shall not be less than 100% of the Fair Market Value of the Common Shares on the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code.

         (a)      more than three months after the Employment  Termination  Date
                  if termination was for reasons other than death or disability;

         (b)      more than one year after the  Employment  Termination  Date if
                  termination was by reason of disability; or

         (c)      after the  Participant  has been on leave of absence  for more
                  than  three  months,  unless  the  Participant's  reemployment
                  rights are guaranteed by statute or contract.

8.5               TAXATION OF INCENTIVE STOCK OPTIONS

                  In order to obtain certain tax benefits  afforded to Incentive

Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive Stock Option for two years after the Grant Date and one year after the date of exercise.

A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.

8.6 CODE DEFINITIONS

For the purposes of this Article 8, "PARENT CORPORATION", "SUBSIDIARY CORPORATION" and "DISABILITY" shall have the meanings attributed to those terms for purposes of Section 422 of the Code.

                             ARTICLE 9. WITHHOLDING

9.1               GENERAL

                  The Company may require the  Participant to pay to the Company

the amount of any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Option. The Company shall not be required to issue any shares Common Shares under the Plan until such obligations are satisfied.

9.2 PAYMENT OF WITHHOLDING OBLIGATIONS IN CASH OR SHARES

The Plan Administrator may permit or require a Participant to satisfy all or part of his or her tax withholding obligations by:

(a) paying cash to the Company;

(b) having the Company withhold from any cash amounts otherwise due or to become due from the Company to the Participant;

(c) having the Company withhold a portion of any Common Shares that would otherwise be issued to the Participant having a value equal to the tax withholding obligations (up to the employer's minimum required tax withholding rate); or

(d) surrendering any Common Shares that the Participant previously acquired having a value equal to the tax withholding obligations (up to the employer's minimum required tax withholding rate to the extent the Participant has held the surrendered shares for less than six months).

ARTICLE 10. ASSIGNABILITY

Neither an Option nor any interest therein may be assigned, pledged or transferred by the Participant or made subject to attachment or similar proceedings other than by will or by the applicable laws of descent and distribution, and, during the Participant's lifetime, such Options may be exercised only by the Participant. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Plan Administrator, in its sole discretion, may permit a Participant to assign or transfer an Option or may permit a Participant to designate a beneficiary who may exercise the Option or receive payment under the Option after the Participant's death; provided, however, that any Option so assigned or transferred shall be subject to all the terms and conditions of the Plan and those contained in the instrument evidencing the Option.

                             ARTICLE 11. ADJUSTMENTS

11.1              ADJUSTMENT OF SHARES

                  In the  event,  at any  time or from  time  to  time,  a stock

dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in the Company's corporate or capital structure, including, without limitation, a Related Party Transaction, results in (a) the outstanding Common Shares, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or of any other corporation or (b) new, different or additional securities of the Company or of any other corporation being received by the holders of Common Shares of the Company, then the Plan Administrator shall make proportional adjustments in (i) the maximum number and kind of securities subject to the Plan and issuable as Incentive Stock Options as set forth in Article 4 hereinabove and the maximum number and kind of securities that may be made subject to Options and to Options to any individual as set forth in Article 4.3 hereinbelow, and (ii) the number and kind of securities that are subject to any outstanding award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing, a dissolution or liquidation of the Company or a Corporate Transaction shall not be governed by this Article 11.1 but shall be governed by Articles 11.2 and 11.3, respectively, hereinbelow.

11.3              CORPORATE TRANSACTION

         (a)      In the event of a Corporate  Transaction,  except as otherwise
                  provided  in the  instrument  evidencing  an  Option  (or in a
                  written employment or services agreement between a Participant
                  and the Company or Related  Company) and except as provided in
                  subsection (b) hereinbelow,  each outstanding  Option shall be
                  assumed or an equivalent  option or right  substituted  by the
                  surviving corporation, the successor corporation or its parent
                  corporation, as applicable (the "SUCCESSOR CORPORATION").

         (b)      If, in connection with a Corporate Transaction,  the Successor
                  Corporation  refuses  to assume or  substitute  for an Option,
                  then each such  outstanding  Option  shall become fully vested
                  and exercisable  with respect to 100% of the unvested  portion
                  of the  Option.  In such case,  the Plan  Administrator  shall
                  notify the Participant in writing or  electronically  that the
                  unvested  portion of the Option specified above shall be fully

vested and exercisable for a specified time period. At the expiration of the time period, the Option shall terminate, provided that the Corporate Transaction has occurred.

(c) For the purposes of this Article 11.3, the Option shall be considered assumed or substituted for if following the Corporate Transaction the option or right confers the right to purchase or receive, for each share of Common Shares subject to the Option immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other securities or property) received in the Corporate Transaction by holders of Common Shares for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Corporate Transaction is not solely Common Shares of the Successor Corporation, the Plan Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of the Option, for each share of Common Shares subject thereto, to be solely Common Shares of the Successor Corporation substantially equal in fair market value to the per share consideration received by holders of Common Shares in the Corporate Transaction. The determination of such substantial equality of value of consideration shall be made by the Plan Administrator and its determination shall be conclusive and binding.

(d) All Options shall terminate and cease to remain outstanding immediately following the Corporate Transaction, except to the extent assumed by the Successor Corporation.

11.4 FURTHER ADJUSTMENT OF OPTIONS

Subject to Articles 11.2 and 11.3 hereinabove, the Plan Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation or change of control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable, and fair and equitable to the Participants, with respect to Options. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Options so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Plan Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Options to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation or change of control that is the reason for such action.

11.5 LIMITATIONS

The grant of Options shall in no way affect the Company's right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

                      ARTICLE 12. AMENDMENT AND TERMINATION

12.1              AMENDMENT OR TERMINATION OF PLAN

                  The  Board may  suspend,  amend or  terminate  the Plan or any

portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, and only if applicable, that to the extent required for compliance with Section 422 of the Code or any applicable law or regulation only, stockholder approval shall be required for any amendment that would:

(a) increase the total number of shares available for issuance under the Plan;

(b) modify the class of employees eligible to receive Options; or

(c) otherwise require stockholder approval under any applicable law or regulation.

Any amendment made to the Plan that would constitute a "MODIFICATION" to Incentive Stock Options outstanding on the date of such amendment shall not, without the consent of the Participant, be applicable to such outstanding Incentive Stock Options but shall have prospective effect only.

12.2 TERM OF PLAN

Unless sooner terminated as provided herein, the Plan shall terminate TEN YEARS after the earlier of the Plan's adoption by the Board and approval by the stockholders.

12.3 CONSENT OF PARTICIPANT

The suspension, amendment or termination of the Plan or a portion thereof or the amendment of an outstanding Option shall not, without the Participant's consent, materially adversely affect any rights under any Option theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a "MODIFICATION" that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to this Article 12 shall not be subject to these restrictions.

                               ARTICLE 13. GENERAL

13.1              EVIDENCE OF OPTIONS

                  Options granted under the Plan shall be evidenced by a written

instrument that shall contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan.

13.2 NO INDIVIDUAL RIGHTS

Nothing in the Plan or any Option granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant's employment or other relationship at any time, with or without Cause.

13.3 ISSUANCE OF SHARES

Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any Common Shares under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company's counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity.

The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under state securities laws, any Common Shares, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made. The Company may issue certificates for shares with such legends and subject to such restrictions on transfer and stop-transfer instructions as counsel for the Company deems necessary or desirable for compliance by the Company with federal and state securities laws.

To the extent the Plan or any instrument evidencing an Option provides for issuance of stock certificates to reflect the issuance of Common Shares, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

13.4 NO RIGHTS AS A STOCKHOLDER

No Option or Stock Option denominated in units shall entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until the date of issuance under the Plan of the shares that are the subject of such Option.

13.5 COMPLIANCE WITH LAWS AND REGULATIONS

Notwithstanding anything in the Plan to the contrary, the Plan Administrator, in its sole discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so

restricting, limiting or conditioning the Plan with respect to other Participants. Additionally, in interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an "INCENTIVE STOCK OPTION" within the meaning of Section 422 of the Code.

13.6 PARTICIPANTS IN OTHER COUNTRIES

The Plan Administrator shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of other countries in which the Company or any Related Company may operate to assure the viability of the benefits from Options granted to Participants employed in such countries and to meet the objectives of the Plan.

13.7 NO TRUST OR FUND

The Plan is intended to constitute an "UNFUNDED" plan. Nothing contained herein shall require the Company to segregate any monies or other property, or Common Shares, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

13.8 SEVERABILITY

If any provision of the Plan or any Option is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Option under any law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator's determination, materially altering the intent of the Plan or the Option, such provision shall be stricken as to such jurisdiction, person or Option, and the remainder of the Plan and any such Option shall remain in full force and effect.

13.9 CHOICE OF LAW

The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Nevada, U.S.A., without giving effect to principles of conflicts of law.

ARTICLE 14. EFFECTIVE DATE

The effective date is November 19, 2007, being the date on which the Plan was adopted by the Board and the stockholders.

                  This  Plan is dated  and made  effective  on this  19th day of
November, 2007.

                      BY ORDER OF THE BOARD OF DIRECTORS OF
                                 MEDIVSOR, INC.
                                      Per:
                              "CANDIDO DINO LUZZS"
                               CANDIDO DINO LUZZI
              Candido Dino Luzzi, President/Chief Executive Officer
                                   __________