EX-10 4 ex101.txt AMENDMENT NO. 1 TO EMPLOYEE EMPLOYMENT AGREEMENT This Amendment No. 1 to the Employment Agreement (the "Agreement") made and entered into as of the 1st day of January 2006, between Medefile International, Inc. (formerly known as Omnimed International, Inc.), a Nevada corporation (the "Company"), and Kevin Hauser ("Employee"). WITNESSETH: WHEREAS, on January 1, 2006, the Company and the Employee entered into an Agreement, a copy of which is annexed hereto as Exhibit 1; and WHEREAS, the parties now desire to amend Paragraph 5.7 of the Agreement as hereinafter set forth to correct a mistake of the parties; NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Employee Employment Agreement is hereby amended as follows: 1. Paragraph 5.7 of the Agreement is hereby amended to be and read as follows: "5.7 Expiration. In the event that an option holder ceases to be an employee of the Company or of any subsidiary for any reason other than permanent disability (as determined by the Board of Directors) or death, the Option, including any unexercised portion thereof, which was otherwise exercisable on the date of termination, shall expire unless exercised within a period of three months from the date on which the Employee ceased to be so employed, but in no event after the Expiration Date. In the event of the death of Employee during this three month period, the Option shall be exercisable by his or her personal representatives, heirs or legatees to the same extent that the Employee could have exercised the Option if he or she had not died, for the three months from the date of death, but in no event after the expiration of the four (4) year period from the Effective Date of this Agreement." 2. Miscellaneous. (A) This agreement shall be construed and interpreted in accordance with the laws of the State of New York without giving effect to the conflict of laws rules thereof or the actual domiciles of the parties. (B) Except as amended hereby, the terms and provisions of the Agreement shall remain in full force and effect, and the Agreement is in all respects ratified and confirmed. On and after the date of this agreement, each reference in the Agreement to the "Agreement", "hereinafter", "herein", "hereinafter", "hereunder", "hereof", or words of like import shall mean and be a reference to the Agreement as amended by this agreement. (C) This agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single Amendment. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first stated above. "EMPLOYEE" By /s/ Kevin Hauser May 19, 2006 ---------------------------- ---------------------------- Kevin Hauser Date "COMPANY" Medefile International, Inc. By /s/ Milton Hauser May 19, 2006 ---------------------------- ----------------------------- Milton Hauser Date President