Amendment to Employment Agreement with Shad Stastney, dated August 14, 2013

SHAD STASTNEY AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (“Amendment”) is made this 14^th day of August, 2013, between OptimizeRx Corporation, a Nevada corporation (the “Company”) and Shad L. Stastney (“Employee”).

WHEREAS, the Company and Employee previously entered into an Employment Agreement on January 14^th, 2013 (the “Employment Agreement”); and

WHEREAS, the Company and Employee desire to amend certain provisions of the Employment Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto hereby agree to amend the Employment Agreement as follows:

“Non-Competition

The Employee hereby accordingly agrees that, for the consideration stated herein and other compensation payable to the Employee, during Employee’s employment with the Company and continuing thereafter for a period of two (2) years, Employee will not:

The parties hereto hereby acknowledge and agree that the restrictions contained in this Agreement are reasonable and necessary for the purpose of preserving for the Company its business and goodwill and other proprietary rights. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement may be sought. Accordingly, to the extent any provision hereof is deemed unenforceable by the limitation thereon, the parties agree that the same shall, nevertheless, be enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction in which enforcement is sought. Furthermore, if any particular portion of this Agreement is adjudicated as invalid or unenforceable, such portion shall be deleted and such deletion shall apply only with respect to the operation of such portion in the particular jurisdiction in which such adjudication is made. In the event of a breach or threatened breach by the Employee of the provisions hereof, the Employee acknowledges that the remedy at law would be inadequate and that the Company shall be entitled to an injunction restraining Employee from such breach, in addition to monetary damages and any other remedy provided by law.”

“Termination of Employment

The term of this agreement shall be one year, and shall be deemed to be automatically renewed for each year thereafter unless the Board of Directors shall notify Employee of its intent not to renew at least 30 days prior to the end of the initial term.”

“Severance Pay

If the Employee’s employment is terminated at any time by the Company with or without cause, which termination shall be effective immediately upon the date of delivery of written notice to Employee (or at such later date as otherwise specified in such notice), the Company shall continue to pay to the Employee, as severance pay, the Employee’s annual base salary for a period of twenty-four (24) months following such termination, subject to the Employee’s compliance with the terms and conditions of this Agreement.”

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.