Employment Agreement between Medstrong International Corporation and Herbert Tabin (Senior Vice President, Corporate Development)

Summary

Medstrong International Corporation offers Herbert Tabin the position of Senior Vice President, Corporate Development, based in South Florida, with a base salary of $149,000 per year. Tabin agrees to defer his salary until the company secures financing and other senior executives are paid their deferred compensation. Once these conditions are met, he will receive accrued and then regular salary payments. He will be eligible for company benefits and potential stock options, subject to board approval. Tabin must also sign an agreement covering inventions, non-competition, and non-disclosure as a condition of employment.

EX-10.31 5 v064425_ex10-31.htm

EXHIBIT 10.31

MEDSTRONG INTERNATIONAL CORPORATION

January 8, 2007

Herbert Tabin

3633 Carlton Place

Boca Raton, FL 33433

Dear Herb:

We are very pleased to offer you the position of Senior Vice President, Corporate Deveopment at Medstrong International Corporation (the “Company”). This assignment is based in South Florida. You will report directly to me.

We expect that you will begin working in this new position no later than January 8, 2007. Your base salary will be $149,000 on an annual basis. You have agreed to defer receipt of your salary, and the Company agrees to accrue such salary, until such time that as determined by the Board: (a) the Company receives financing from any source and (b) the other senior executives of the Company (who are also deferring their salaries) are paid their accrued compensation. At such time(s) that the foregoing conditions are met, you will be repaid your accrued compensation to the same extent that such accrued compensation is repaid to the Company’s other senior executives; once the accrued compensation has been fully paid, you will then receive your pro-rata salary on a bi-weekly basis. The Company’s benefits plans, insurance, retirement and vacation benefits, are in the process of being developed and you will qualify as will all other employees at a similar compensation level of the Company with respect to any such benefits granted.

If decided by the Company’s Board of Directors (or committee of the Board of Directors having responsibility for option grants) that any senior executive of the Company receives stock options of the Company according to a stock option plan, then you will be eligible to participate in such plan, subject to and in accordance with applicable law and regulation. Your participation level, vesting schedule, exercise price and all other conditions for the grant of any stock options will be commensurate with your position in the company relative to other participating senior executives as determined in the sole and absolute discretion of the Board of Directors.

As a condition of your employment, you will be required to execute the Company’s Employee Inventions and Proprietary Rights Assignment, Non-Competition and Non-Disclosure Agreement.

Herb, we are all truly looking forward to your joining the Company. Provided the terms of this letter are acceptable to you, please sign and return the enclosed copy.

Sincerely yours,
/s/ Stephen Bartkiw
Stephen Bartkiw, CEO

Agreed:
/s/ Herb Tabin Herbert Tabin			Date: February 4, 2007