form8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2014

HCi VioCare

Exact name of registrant as specified in its charter

Nevada	000-53089	30-0428006
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Centrum Office, 38 Queen Street, Glasgow	G1 3DX
(Address of principal executive offices)	(Zip Code)

(0808) 178 4373

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As used in this Current Report on Form 8-K, unless otherwise stated, all references to the “Company”, “we,” “our” and “us” refer to HCi VioCare.

On April 16, 2014, the Company, through our Scottish subsidiary, HCi VioCare Technologies Limited (“VioCare”), entered into an acquisition agreement with Dr. Christos Kapatos, a director of both the Company and VioCare (“Kapatos”), to acquire all rights and interest in and to the background IPR for a developing technology known as “Smart Insole”. Kapatos has conceived and been working on a Smart Insole System which is believed to be a state-of-the-art, pressure and shear (friction)-sensing insole with an incorporated real-time global display application and a fully featured support web-space that tells the user and his podiatrist/physiotherapist when inappropriate or dangerous conditions are developing on the feet. The product is being designed to mitigate diabetic foot complications, such as ulceration, infection and amputation, as well as improve the total health of a person with diabetes, by incorporating the readings from the insole system to a specialized web-space that will help the user monitor not just the health of his feet but also his diabetes by looking after his diet and exercise.

The competing insoles that are currently commercially available at this time can only monitor vertical pressure on the foot and not shear (friction). Also, none of these devices produce real-time data that can be of assistance to the user. The web-space “total diabetes care” concept is also unique.

As consideration for the acquisition:

VioCare shall cause the parent Company to issue to Kapatos a total of 500,000 shares of the common stock of the Company on execution of the agreement and 500,000 shares of the common stock of the Company for each and every new version of the technology (new version to mean any update or improvement to the initial commercial product to be developed from the technology, after the commercial development of the first Market Ready Insole from the technology acquired, should the new version be developed to commercial market ready stage);

·	a cash bonus in the amount of $10,000,000USD should the technology be sold at any stage of development for an amount equal or greater than five hundred million ($500,000,000) cash or the equivalent thereof by way of any other consideration.

A copy of the Acquisition Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Further, on April 16, 2014, the Company entered into a Consulting Agreement with Kapatos whereby he will provide his services as Chief Technical Officer for the Company and the Company’s wholly-owned subsidiaries. The contract has a term of one year, renewable for such further term as may be mutually agreed between the parties. Compensation shall be forty thousand Euros (€40,000) per year payable in equal monthly installments beginning on May 1, 2014. In the case that a research and development project is initiated and completed during the term of the agreement, Kapatos shall receive two hundred thousand (200,000) shares of the Company’s common stock for each research project completed with a valuation less than twenty million dollars ($20,000,000 USD), five hundred thousand (500,000) shares of the Company’s common stock for each research project completed with a valuation equal or greater than twenty million US dollars ($20,000,000 USD).

A copy of the Consulting Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Mr. Kapatos abstained from voting on the acquisition of the IPR and the Consulting Agreement. Kapatos is an officer of the Company and is also an officer and director of VioCare.

Further, on April 16, 2014 the Company entered into Consulting Agreements with the members of its Scientific Advisory Board as follows:

Professor Stephan Solomonidis (“Solomonidis”) will provide services as Head of Research for the Company and the Company’s wholly owned subsidiaries. The contract has a term of one year, renewable for such further term as may be mutually agreed between the parties. Compensation shall be twenty thousand pounds (£20,000 GBP) per year payable in equal monthly installments beginning on May 1, 2014. In the case that a research and development project is initiated and completed during the term of the agreement, Solomonidis fee will be readjusted to the amount of forty thousand pounds (£40,000 GBP) per annum, and he shall receive two hundred thousand (200,000) shares of the Company’s common stock for each research project completed with a valuation less than twenty million dollars ($20,000,000 USD), five hundred thousand (500,000) shares of the Company’s common stock for each research project completed with a valuation equal or greater than twenty million dollars ($20,000,000 USD).

Professor Martha Lucia Zequera (“Zequera”) will provide services as Director of Diabetic Foot Related Products and Services for the Company and the Company’s wholly owned subsidiaries. The contract has a term of one year, renewable for such further term as may be mutually agreed between the parties. Compensation shall be twenty thousand dollars ($20,000 USD) per year payable in equal monthly installments beginning on May 1, 2014. In the case that a research and development project is initiated and completed during the term of the agreement, Zequera’s fee will be readjusted to the amount of forty thousand dollars ($40,000 USD) per annum, and he shall receive two hundred thousand (200,000) shares of the Company’s common stock for each research project completed with a valuation less than twenty million dollars ($20,000,000 USD), five hundred thousand (500,000) shares of the Company’s common stock for each research project completed with a valuation equal or greater than twenty million dollars ($20,000,000 USD).

Professor William Sandham (“Sandham”) will provide services as Director of Diabetes Technology Research for the Company and the Company’s wholly owned subsidiaries. The contract has a term of one year, renewable for such further term as may be mutually agreed between the parties. Compensation shall be Twenty Thousand pounds (£20,000 GBP) per year payable in equal monthly installments beginning on May 1, 2014. In the case that a research and development project is initiated and completed during the term of the agreement, Sandham’s fee will be readjusted to the amount of forty thousand pounds (£40,000 GBP) per annum, and he shall receive two hundred thousand (200,000) shares of the Company’s common stock for each research project completed with a valuation less than twenty million dollars ($20,000,000 USD), five hundred thousand (500,000) shares of the Company’s common stock for each research project completed with a valuation equal or greater than twenty million dollars ($20,000,000 USD).

A copy of the Consulting Agreements noted above are filed as Exhibits 10.4, 10.5 and 10.6 to this Current Report on Form 8-K.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On April 17, 2014, the Company issued the required share consideration under the Acquisition Agreement to Kapatos thus completing the acquisition of the IPR as detailed above under Item 1.01.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The information provided in Item 1.01 2.01 and 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Exemption From Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Regulation S of the Securities Act of 1933, as amended, (“Securities Act”), as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sales of the securities were completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

SECTION 8.

ITEM 8.01 OTHER EVENTS

On April 15, 2014, the Company established a scientific advisory board whereby the Company intends to appoint certain advisors that can contribute to the Company’s overall business strategy and future direction.

On April 15, 2014, the Company appointed Professor Martha Lucia Zequera, Professor William Sandham, Professor Stephan Solomonidis and Doctor Christos Kapatos to the Advisory Board of the Company and entered into advisory board agreements in the form as appended hereto. Compensation for the members of the Advisory Board shall be the grant of a total of 5,000 stock options entitling the advisory board member the right to purchase a total of 5,000 shares of Series A Preferred Stock of the Company at a price of $0.04 per share. The advisory board appointments are for a term of one year and the options granted under the agreements will vest on completion of the term of the appointment. The Series A Preferred shares when vested will be convertible on the basis of 20 shares of common stock for each one share held and have voting rights of 50 votes per share of Series A Preferred stock held at any meetings of the stockholders.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

9.01 Financial Statements and Exhibits

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K:


10.1	Acquisition Agreement between HCi VioCare Technologies Limited and Dr. Christos Kapatos dated April 16, 2014	Filed herewith
10.2	Consulting Agreement between the Company and Dr. Christos Kapatos dated April 16, 2014	Filed herewith
10.3	Form of Advisory Board Agreement	Filed herewith
10.4	Consulting Agreement between the Company and Professor Stephan Solomonidis dated April 16, 2014	Filed herewith
10.5	Consulting Agreement between the Company and Professor Martha Lucia Zequera dated April 16, 2014	Filed herewith
10.6	Consulting Agreement between the Company and Professor William Sandham dated April 16, 2014	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HCi VioCare.

Dated: May 5, 2014	By:	/s/ Sotirios Leontaritis
	Name:	Sotirios Leontaritis
`	Title:	President, Treasurer, and Director

ex101.htm

ACQUISITION AGREEMENT

between

HCI VIOCARE TECHNOLOGIES LIMITED

Centrum Offices, 38 Queen Street, Glasgow, G1 3DX, Scotland UK

and

CHRISTOS KAPATOS

66 Stewarton Drive, Cambuslang, Glasgow G72 8DG, Scotland, UK

CONTENTS

	Clause	Page No.
1.	Definitions	3
2.	Commencement and Duration	7
3.	The Project	7
4.	Good Faith	8
5.	Company's Representative	8
6.	Acquisition and Consideration	9
7.	Intellectual Property Rights	10
8.	Infringement	10
9.	Exploitation	11
10.	Warranties and Representations	12
11.	Indemnities and Limitation of Liability	13
12.	Confidentiality	13
13.	Statements	14
14.	Protection of Business Interests	14
15.	Termination	16
16.	Consequences of Termination	16
17.	Entire Agreement	16
18.	Variation	16
19.	Waiver	16
20.	SeverabiIity	17
21.	Assignation	17
22.	Force Majeure	17
23.	Notices	17
24.	Governing Law	18
	SCHEDULE
	Part 1 - Details of the Project	19
	Part 2 -Individual's Background IPR	20

Page 2 of 20

ACQUISITION AGREEMENT

THIS AGREEMENT (the "Agreement") dated as of April 17, 2014 is made by and between HCI VIOCARE TECHNOLOGIES LIMITED, a company registered in the UK under number 467480, whose registered office is at Centrum Offices, 38 Queen Street, Glasgow, G1 3DX, Scotland UK (the "Company"); and CHRISTOS KAPATOS, resident of 66 Stewarton Drive, Cambuslang, Glasgow G72 8DG, Scotland UK (the "Individual")

WHEREAS:

(A) The Individual is the proprietor of the Individual's Background IPR, which the Company wishes to acquire in order to undertake the Project;

(B) the Individual is willing to assign the Individual's Background IPR to the Company for the purposes of the Project and to enable the Exploitation of the results of the Project; and

(C) the Parties wish to record in writing the terms on which they have agreed to collaborate in the Project and in the Exploitation of the results of the Project.

NOW THEREFORE, it is hereby agreed as follows:

1. Definitions

1.1. In this Agreement, unless the context requires otherwise, the following words and phrases shall have the meanings set opposite them:

"Agreement" means this Agreement together with the Schedule and recitals;

"Commencement Date" means 16 January, 2014, notwithstanding the date or dates of execution of this Agreement;

"Confidential Information" means any and all confidential and proprietary information of any of the parties, including, but not limited to, information relating to the business, finances, transactions and affairs of any of the parties, and any other information which is designated as confidential by a Party or which, because of its character or the circumstances or manner of its disclosure is evidently confidential;

"Consideration" means the consideration as defined under Section 6.1 herein

"Documentation" means all papers relating to the Individual's Background IPR, their applications, designs, drawings, research production, prototypes and formulation details;

Page 3 of 20

"Employment Contract" means the contract of employment referred to in clause 3. 2;

"Exploitation" means the commercial exploitation of the Individual’s Background IPR, the Foreground IPR, and/or any Patent, and "Exploit" shall be construed accordingly;

"Exploitation Proceeds" means any and all proceeds generated from the Exploitation of the Individual's Background IPR, the Foreground IPR and/or any Patent by way of licensing to a third party other than a Spin-out Company, which are received by the Company, whether in money or money's worth, including, for the avoidance of doubt, cash, or shares in a company other than a Spin-out Company;

"Foreground IPR" means all and any IPR arising, created or developed in the course of and relating to the Project but excluding all the Individual's Background IPR;

"Group Company" means any undertaking which from time to time is: (a) a subsidiary of the Company; (b) apparent undertaking of the Company; or (c) a subsidiary of any such parent undertaking where "subsidiary undertaking" and "parent undertaking" have the meanings given to them in the Companies Act 1985 section 258;

"Individuals IPR" Background means any and all IPR owned or available for use by the Individual, acquisition of which the Company determines is necessary or desirable for the purposes of the Project, including but not limited to that which is set out in Part 2 of the Schedule;

"IPR" means any and all intellectual property or industrial rights of any description anywhere in the world includingwithout limitation to the foregoing generality any patents, trademarks, domain names, registered designs, copyright (including without limitation to the foregoing generality rights in computers software, object and source code), rights in the nature of copyright, database rights, semiconductor topography rights, unregistered design rights, rights in and to trade names, business names, product names and logos, inventions, databases, discoveries, specifications formulae, processes, know how, trade secrets, confidential information and any analogous or similar right in any jurisdiction (whether any such rights referred to in this definition are registered, unregistered, registerable or not), and any applications or rights to apply for registration of any of them together with any registered rights resulting from any such applications or rights to apply for registration;

"Knowhow" means all knowhow relating to the Individual's Background IPR and the Project;

"New Individual IPR" shall have the meaning given to it in Clause 6.4;

"New Version" shall mean, after the development of the insole contemplated by this agreement to a commercial product, market ready (the "Market Ready Insole"), any update or improvement to the Market Ready Insole that that is developed to commercial market ready stage;

Page 4 of 20

"Parties" "Patent(s)" means the Company and the Individual and "Party" shall be construed accordingly;

"Permitted Costs" means any and all patent applications filed by the Parties in accordance with Clause 7. 3 and any patents granted pursuant to such applications; means those incurred by the Company and arising from the following:

a) the filing, prosecution, procurement and maintenance of any Patent(s) after the commencement of Exploitation;

b) proceedings before the Patent Office or other appropriate forum, including any appeals;

c) professional advice (including consultant's and advisers' fee) on the Patent(s) and other intellectual property matters relating The Individual acknowledges and agrees that each of sub-paragraphs 14. 1.1 to Patent(s) or the Foreground IPRs;

d) proceedings by or against the Company in any court or tribunal for the enforcement or defence of any Patent or for revocation of or opposite onto any such Patent or for any other cause relating to the Individual's Background IPR or the Foreground IPRs (including any costs or sums awarded against the Company in any such proceedings);

e) agents' commission;

f) marketing and public relations activities in relation to the Individual's Background IPR, the Patent(s) and/or any Foreground IPRs;

g) establishing and managing any Spin-out Company;

h) negotiating and managing any licence of the Individual's Background IPR, the Patent(s) and/or any Foreground IPRs;

i) arranging and maintaining any intellectual property insurance in respect of the Individual's Background IPR, the Patent(s) and/or any Foreground IPRs;

j) any tax, charges, duties, deductions or withholdings which the Company is required to pay or make by law; and

k) any other expenditure which may be agreed from time to time by the Individual and the Company;

"Project" means the final development of the technology entitled 'Smart Insole" for the Company to take it to the market, and the funding of any ongoing and/or further development for the purposes of the Project, as more generally described in Part 1 of the Schedule;

Page 5 of 20

"Schedule" means the schedule in two (2) Parts annexed to this Agreement which shall be deemed incorporated herein;

"Spin-out Company" means any separate legal entity established by the Company as a vehicle to Exploit the Foreground IPRs;

1.2. In this Agreement:

1. 2.1. the use of the singular includes the plural and vice versa;

1.2.2. references to gender include references to all genders;

1.2.3. unless otherwise stated, any reference to a Clause or Schedule is to the relevant Clause or Schedule of or to this Agreement and any reference to a sub clause or paragraph is to the relevant sub-clause or paragraph of the Clause or Schedule in which it appears;

1.2.4. the Clause headings are for reference only and will not affect the construction or interpretation of this Agreement; and

1. 2.5. references to statutes, any statutory instrument, regulation or order will be construed as a reference to such statute, statutory instrument, regulation or order as amended or re-enacted from time to time.

1.3. In this Agreement, except where the context otherwise requires, any reference to:

1.3.1. another agreement or any deed or other instrument or document will be construed as a reference to that other agreement, deed or other instrument or document as the same may have been, or may from time to time be, amended, varied, supplemented or notated;

1.3.2. the words "include" or "including" are to be construed as meaning without limitation;

1.3.3. a "day" means a period of 24 hours (or such other number of hours as may be relevant in the case of changes for daylight saving) ending at 12.00 midnight;

1.3.4. a "week" means a period of 7 consecutive days;

Page 6 of 20

1. 3.5. a "month" means a calendar month; and

1.3.6. a "person" includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organisation or other entity, in each case whether or not having a separate legal personality.

2. Commencement and Duration

This Agreement shall commence on the Commencement Date and shall continue unless terminated in accordance with the provisions of this Agreement.

3. The Project

3.1. The Project will be undertaken by the Company.

3.2. The Company shall engage the Individual as an employee on such terms and to perform such duties in relation to the Project as the Parties may agree in a contract of employment to be agreed between them. The Individual shall comply with the terms of the Employment Contract failing which he shall be deemed to be in material breach of this Agreement.

3.3. The Individual will at all times during the period of this Agreement use his best endeavours to promote the interests of the Company.

3.4. The Individual warrants that he will not, as a consequence of entering into and performing his obligations under this Agreement and the Employment Contract, be in breach of any terms express or implied (whether concerning confidentiality, non competition or otherwise) of any contract, agreement or other arrangement with, or any obligation to, any third party binding upon the Individual and that the Individual is under no obligation, covenant or restriction which would or might give rise to any conflict of interest between the Individual and the Company or any Group Company.

Page 7 of 20

4. Good Faith

4.1. Subject to sub-clauses 4.2 and 4.3, the Individual may have a financial interest in or advise or act as a consultant to any business provided that the Individual will not during the period of his involvement in the Project or his engagement under the Employment Contract (unless with the prior written consent of the Company) undertake any other activities or accept other engagements which may interfere with or detract from the Individual's obligations, whether as specified in this Agreement or the Employment Contract or otherwise. In the event of a conflict between the Individual's foregoing obligations and the Individual's obligations to any third party, the Individual's foregoing obligations to the Company or any Group Company shall take precedence.

4.2. The Individual will not use or otherwise turn to the Individual's advantage the Individual's knowledge of any connection or contact with any of the manufacturers used by customers of, or suppliers to the Company or any Group Company or any prospective manufacturers, customers or suppliers in a manner that is detrimental to the interests of the Company or any Group Company.

4.3. The Individual will not receive or obtain directly or indirectly any discount, rebate, commission or other benefit in respect of any goods or services supplied to or acquired by the Company or any other business transacted by it and, if the Individual does receive any such discount, rebate, commission or other benefit, the Individual will account to the Company for it.

5. Company's Representative:

The person within the Company who will act as the main contact point and channel of communication for the Project during the period of this Agreement is Sotirios Leontaritis. The Company will inform the Individual of any change in the identity of such person.

Page 8 of 20

6. Acquisition and Consideration

6.1. In consideration for the acquisition, the Company shall cause the issuance of:

(i) a total of five hundred thousand (500,000) common shares the common stock of HCi VioCare the parent corporation of the Company, to the Individual, which shares shall be issued on the execution of this Agreement and shall be subject to such restrictions as may be required by the requisite regulatory authorities (the "Consideration Shares");

(ii) a total of five hundred thousand (500, 000) common shares the common stock of HCi VioCare, the parent corporation of the Company, to the Individual, which shares shall be issued for each and every New Version of the technology (the "Additional Consideration Shares");

6.2. (iii) a cash bonus in the amount of ten million USD ($10,000,000) should the technology be sold, at any stage of development for the amount equal to or greater than five hundred thousand USD ($500,000,000) cash or the equivalent thereof by way of any other consideration (the "Cash Consideration"); The Individual hereby assigns exclusive, perpetual, irrevocable, transferable, royalty free, worldwide ownership of the Individual's Background IPR and Knowhow to the Company for the purposes of using it to the extent necessary or desirable to further develop and exploit the Individual's Background IPR, and to create, develop and exploit the Foreground IPR.

6.3. The Individual shall, to the extent he has not already done so, disclose all of the Individual's background IPR to the Company and deliver all Documentation to the Company.

6.4. 1f, following the Commencement Date, the Individual undertakes any research and development work based on or relating to the Individual's Background IPR and IPR is created or arises as a result of such research and development work ("New Individual IPR") then from the date of its creation, such New Individual IPR shall (unless it otherwise belongs to the Company by virtue of the Employment Contract) form part of Individual's Background IPR and shall be the Company's exclusive property pursuant to Clause 6.1. The Individual shall disclose all such New Individual IPR to the Company promptly after its creation or arising.

6. 5. The Individual shall, at the request and expense of the Company, promptly execute any further document and perform any further action which may be reasonably required by the Company to provide the full benefit of this Clause 6 to the Company and to give full effect to the intention of the Parties to this Agreement.

Page 9 of 20

7. Intellectual Property Rights

7.1. Subject to Clause 7. 4, the Parties hereby acknowledge and agree that any and all Foreground IPR arising or created out of the Project shall be the exclusive property of the Company, and the Individual hereby agrees that he shall not acquire any right to any Foreground IPR.

7.2. The Parties hereby acknowledge and agree that the Company shall be solely responsible for all decisions relating to the preparation, filing, and maintenance of any Patent comprised with the Individual's Background IPR and/or the Foreground IPR.

7. 3. The Company shall procure that any Patent comprised within the Individual's Background IPR and/or the Foreground IPR shall be filed in the joint names of the Company and the Individual, and that the Individual shall be named as inventor in any such Patent.

7.4. The Individual hereby assigns to the Company exclusive, perpetual, irrevocable, transferable, royalty free, worldwide ownership of the Individual's rights in, to, and under any Patent.

7. 5. All costs, fees and expenses relating to the prosecution and maintenance of any Patent application (or application for other intellectual property) shall be borne by the Company.

8. Infringement

8.1. Each party shall promptly and fully notify the other of:

8.1.1. any actual, threatened or suspected infringement which comes to its notice of any of the individual's Background IPR or of any Foreground IPR or of any of the Company's Patents irrespective of when such infringement occurred; and

8.1.2. any proceedings threatened or commenced against it in which the validity of any Individual's Background IPR or of any Foreground IPR or any of the Company's Patents is challenged irrespective of when such challenge arose.

8.2. As soon as practicable after any such notification has been given pursuant to Clause 8.1, the Company shall notify the Individual whether or not it has decided that the proceedings shall be defended in the circumstances referred to in Clause 8.1. 2 limited to any of the Individual's Background IPR.

8.3. In the event that the Company notifies the Individual that it has decided not to defend any proceedings pursuant to Clause 8.2., the Individual shall be entitled to take such action as it sees fit subject to informing the Company of its proposed action and advising the Company of the outcome.

8.4. Any action taken pursuant to Clause 8.2 will be at the Company's sole expense and any action taken pursuant to Clause 8.3 will be at the Individual's sole expense.

8.5. As exclusive owner the Company shall be free to take such actions as contemplated by Clause 8.2 above (and irrespective of when the challenge occurred) in its own name provided that it consults reasonably with the Individual in this regard prior to such action being taken.

Page 10 of 20

8.6. Where the Company takes action as provided for in 8.2 above, any award, damages or settlement monies awarded shall accrue to the benefit of the Company, provided that any reasonable and properly validated costs incurred by the Individual in a court action shall be fully reimbursed by the Company.

8.7. 1f for any reason (other than lack of funds) the Company cannot take such action as is contemplated by Clause 8.2 above but does wish to defend or commence proceedings or if the Company, as exclusive owner, is unable to pursue any proceedings unless the Individual is joined as a pursuer or defender, the Company can require the Individual to take such action in the Individual's own name, subject to the following:

8.7.1. the costs reasonably and necessarily incurred by the Individual shall be met by the Company as they fall due (and the Individual shall keep the Company fully advised of the extent and nature of all such costs as soon as the Individual becomes aware of the same);and

8.7.2. any award, damages or settlement monies awarded to the Individual shall accrue to the benefit of the Company and, if received by the Individual, shall be held by the Individual as agent for the Company. For the avoidance of doubt, if the Individual takes such action pursuant to Clause 8.3., any award, damages, or settlement monies awarded to the Individual as a result of such action shall accrue to the benefit of the Individual.

8.8. The Individual shall do all such things and execute all such documents as may reasonably be required of it by the Company for the purpose of assisting the Company in bringing or defending any proceedings as contemplated by Clause 8.2, and the Company shall bear the cost of the provision of such assistance.

8.9. For the avoidance of doubt, in no circumstances can the Individual agree to the settlement of any such action as contemplated by Clause 8.2 above, without the prior written consent of the Company.

9. Exploitation

9.1. The Parties hereby acknowledge and agree that the Company shall be solely responsible for all decisions relating to the Exploitation of the Individual's Background IPR, the Foreground IPR and/or any Patent.

9.2. In the event that the Individual's Background IPR, the Foreground IPR and/or any Patent is exploited by way of the Company establishing a Spin-out Company:

9.2.1. the Company shall procure that the Spin-out Company is granted a licence or sub-licence of the Individual's Background IPR, the Foreground IPR and any Patent on such terms as may be negotiated with the Spin-out Company;

9.2.2. if required by the Spin-out Company or its prospective investors, the Company shall assign the Individual 's Background IPR to the Spin-out Company;

Page 11 of 20

10. Warranties and Representations

10.1. The Individual represents and warrants to the Company that:

10.1.1. to the best of his knowledge and belief, the Individual is the true and sole owner of the Individual's Background IPR and there are and will be no liens, charges, encumbrances or restrictions which affect the Company's ability to acquire the Individual's Background IPR in accordance with this Agreement;

10.1.2. the Individual has not assigned property or granted any licence of the Individual's Background IPR to any other person, company or undertaking;

10.1.3. the Individual is not aware that any third party owns or claims that it owns any rights which would be infringed by the acquisition of the Individual's Background IPR by the Company in accordance with the provisions of this Agreement;

10.1.4. to the best of the Individual's knowledge and belief, no third party has infringed or threatened to infringe or is infringing or threatening to infringe the Individual's Background IPR; and

10.1.5. the Individual has full power and authority to enter into and perform his obligations under this Agreement without being in breach of any obligation or undertaking to any third party.

10. 2. The Company represents and warrants to the Individual that:

10. 2.1. the Company is a corporation duly organized, validly existing, and in good standing under the laws of Scotland, with full corporate power, authority and capacity to conduct its business as presently conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under any applicable contracts;

10.2.2. the Company has all requisite corporate power and authority to execute and deliver the Agreement to be signed by the Company and to perform its obligations hereunder and to consummate the Acquisition. The execution and delivery of the Agreement by the Company and the consummation of the Acquisition have been duly authorized by the board of directors of the Company. Other than as set out in this Agreement, no other corporate or shareholder proceedings on the part of the Company are necessary to authorize the Agreement or to consummate the Acquisition. This Agreement has been, and the Consideration when issued and delivered by the Company as contemplated by this Agreement will be, duly executed and delivered by the Company and this Agreement is a valid and binding obligation of the Company enforceable in accordance with its respective terms; and

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10.2.3. the Consideration Shares and the Additional Consideration Shares to be issued to the Individual pursuant to this Agreement will, upon issuance, have been duly and validly authorized and, the Consideration Shares and the Additional Consideration Shares when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable shares in the capital of HCi VioCare.

11.1ndemnities and Limitation of Liability

11.1. The Company shall indemnify the Individual on demand in respect of all loss, damages, costs, claims, demands and expenses (including all legal and other professional fees and expenses on a full indemnity basis but always excluding all indirect losses) suffered or incurred by the Individual as a result of any breach by the Company of this Agreement or as a result of any negligent act or omission of the Company in connection with this Agreement.

11.2. The Individual shall indemnify the Company on demand in respect of all loss, damages, costs, claims, demands and expenses (including all legal and other professional fees and expenses on a full indemnity basis but always excluding all indirect losses) suffered or incurred by the Company or any Group Company as a result of any breach by the Individual of this Agreement or as a result of any negligent act or omission of the Individual in connection with this Agreement.

11. 3. Subject to Clause 11.4, the aggregate liability of each Party to the other, whether in contract, delict (including negligence or breach of statutory duty) or otherwise arising in connection with this Agreement shall not exceed five (5) years.

11.4. Nothing in Clause 11. 3 shall exclude or limit the liability of a Party for death or personal injury caused by that Party's negligence, nor for any matter, in respect of which it would be illegal for that Party to exclude or limit, or attempt to exclude or limit, its liability.

12. Confidentiality

12.1. The Parties agree and undertake that during the term of this Agreement and thereafter they will keep confidential and will not use for their own purposes except for the performance of this Agreement nor, without the prior written consent of the Party who discloses the relevant Confidential Information, disclose to any third party any Confidential Information provided to them, unless:

12.1.1. the receiving Party can show such information is public knowledge or already known to the receiving Party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement; or

12.1.2 the receiving Party can show that such information subsequently comes lawfully into the possession of the receiving Party from a third party without an obligation of confidentiality; or

12.1.3. Clause 12.3 applies to such information, to the extent only as permitted by these Clauses.

12. 2. Any Confidential Information disclosed by any Party to any other Party prior to the execution of this Agreement and/or the Commencement Date shall be considered as having been disclosed under this Agreement.

12.3. Any party may disclose Confidential Information to the extent it is required to do so by a statutory, legal, regulatory or parliamentary obligation placed upon the Party making the disclosure (including in the case of the Company, its obligations to Audit Scotland and any successor body to Audit Scotland), provided, to the extent practicable, that the Party obliged to make the disclosure will provide the Party to whom the Confidential Information belongs with a reasonable opportunity to make representations to the body compelling such disclosure as to the nature and extent of the disclosure required and the procedures for maintaining confidentiality of the Confidential Information to be disclosed.

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13. Statements

The Individual, will not at any time whether during the term of this Agreement or at any time thereafter make any public statement in relation to the Company or its businesses, affairs, customers or clients or officers and employees except when both the making of and terms of any such statement have been approved by the Company.

14. Protection of Business Interests

14.1. Since the Individual is likely, in the course of the Project, to have access to Confidential Information and dealings with the customers, clients and suppliers and other contacts of the Company or any Group Company, he hereby agrees, in order to safeguard such Confidential Information and the good will of the Company and any such Group Company that, in the event of the termination of this Agreement he shall not for a period of five (5) years (except where expressly stated otherwise in this Clause 14.1) from the date of such termination:

14.1.1. in competition with the Company, entice or solicit, or endeavour to entice or solicit, away from the Company or any Group Company, the custom or business of any person, company or other undertaking, who or which is or has been a customer or client of the Company or such Group Company, and with whom or which the Individual has regularly dealt at any time during the five (5) years immediately prior to the date of such termination in the course of the Project or by reason of services rendered to or offices held by him in or his employment by the Company or any Group Company; or

14.1.2. in competition with the Company, accept any business from any person, company, or other undertaking, who or which is or has been a customer or client of the Company or any Group Company and with whom or which the Individual has regularly dealt at any time during the five (5) years immediately prior to the date of such termination in the course of the Project or by reason of services rendered to or offices held by him in or his employment by the Company or any such Group Company, provided that this restriction shall not prohibit the Individual from having business dealings with or accepting business from any such person, company or other undertaking in respect of any business which is not in competition with the Company or any such Group Company as at the date of such termination and in which the Individual was concerned to a material or

14.1.3. without the prior written consent of the Company, be engaged, interested or concerned in any business carried on, or about to be carried on, by any person, company or other undertaking which is in competition with any business carried on by the Company or any Group Company as at the date of such termination in any territory in which such business was carried on, provided that this restriction shall not prohibit (i) the Individual from being engaged, interested or concerned in any such business, company or other undertaking so far as his/her involvement therein or duties in connection therewith shall relate exclusively to work of a kind or nature with which the Individual was not concerned to a material extent during the five (5) years immediately prior to the date of such termination; or (ii) the Individual from being beneficially interested in any class of securities in any company, if such class of securities is listed or dealt in a recognized stock exchange where the Individual (together with his spouse and children) neither holds nor is interested in more than five percent (5%) of any single class of securities in that company; or

14.1.4. entice or solicit, or endeavour to entice or solicit, away from the employment of the Company or any Group Company any person who was senior employer or consultant at anytime in the five (5) year period prior to the date of the termination of the Agreement and with whom the Individual regularly dealt or had contact in the course of the Project or by reason of services rendered to or offices held by him in or his employment by the Company or any such Group Company; or

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14.1.5. employ or engage any person who was a senior employee of or consultant to the Company or any Group Company or any employee or consultant who has Confidential Information about a customer or client of the Company or any Group Company for a period of five (5) years from the date on which this Agreement terminates; or

14.1.6. at any time after the date of termination of this Agreement carry on business or trade under a name which is identical or similar to any name used by the Company or any Group Company; or

14.1.7. at any time after the termination of the Agreement do or say anything which might reasonably be expected to be harmful to the reputation of the Company or any Group Company or which may lead any person to cease to do business with the Company or any Group Company on substantially the same terms to those previously offered or at all.

The restrictions set out in this Clause 14.1 shall apply to any action taken by the Individual in any capacity (whether as principal, agent, representative, partner, director, employee, party to a joint venture, consultant or otherwise).

14.2. On the termination of this Agreement (how so ever caused), the Individual shall not, at any time thereafter, represent himself still to be connected with the Company or any Group Company, except with the prior consent, or at the request, of the Company or to the extent that he shall be so connected as a result of being a shareholder or director of the Company or any Group Company.

14.3 The Individual acknowledges and agrees that each of sub-paragraphs 14. 1.1 to 14. 1.7 (inclusive) of Clause 14.1 constitutes an entirely separate and independent restriction on him and that the duration, extent and application of each of such restrictions are no greater than is necessary for the protection of the legitimate interests of the Company and any Group Company for which he is required to perform duties.

14.4. While the restrictions set out in sub-paragraphs 14.1.1 to 14.1.7 (inclusive) of Clause 14.1 are considered by the Parties to be reasonable in all the circumstances, it is acknowledged that restrictions of such a nature may fail or become invalid for technicalreasons unforeseen or because of changing circumstances and, accordingly, the Parties agree that, if any of such restrictions shall adjudged to be void or ineffective as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company or for any other reason but would be valid and effective if part of the wording thereof was deleted and/or any period or are a referred to therein reduced in time or scope, such restrictions shall apply with such deletions or modifications as may be necessary to make them valid and effective.

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15. Termination

15.1. This Agreement may be terminated by written notice with immediate effect in any of the following events:

15.1.1. by the Individual in the event of the liquidation (except for the purposes of a solvent reconstruction or amalgamation) or receivership of the Company or the appointment of an administrator of the Company or its ceasing or threatening to cease trading; or

15.1.2. by the Individual or the Company in the event of the material breach by the other(s) of any of its or their obligations hereunder which is irremediable or if it can be remedied, remains without remedy on the expiry of thirty (30) days after receipt by the Party in breach of written notice from the Party serving notice specifying the breach and the action required to remedy same; or

15.1. 3. by the Company if the Individual is in material breach of the Employment Contract or the Individual is in breach of any of the warranties set out in Clause 10; or

15.1.4. by the Company if it decides at any point to terminate the Project for any reason.

15.2. Termination of this Agreement shall not affect any rights or obligations of the Parties in respect of the period up to the date of termination nor shall it affect any rights or obligations of the Parties which, due to the nature thereof, are due to be performed or observed following such termination, including but not limited to Clauses 4. 2, 4.3, 6.1, 6.2, 6.4, 6. 5, 7, 8.8, 8. 9, 9.1, 10, 11, 12, 13, 15, 16 and 24.

16. Consequences of Termination

In the event of termination of this Agreement by the Individual under Clause 15.1.1 or by the Company under Clause 15. 1.4, the Company shall in good faith negotiate with the Individual a renunciation of the ownership of IPR assigned to the Company under this Agreement and an assignation of the Company's interest in the Foreground IPR and any Patent(s).

17. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and cancels, terminates and supersedes any prior agreement or understanding entered into between the Parties, provided that nothing in this Clause 17 shall have effect to exclude liability of any Party for fraud or fraudulent misrepresentation.

18. Variation

None of the provisions of this Agreement may be varied, waived, extended or modified except expressly in writing and signed by both Parties.

19.Waiver

Any omission by either Party to exercise any right or remedy available to that Party under the terms of this Agreement shall not be taken to signify acceptance of the event giving rise to the right to exercise such right or remedy and shall be without prejudice to the future exercise of any such right or remedy and/or to the rights or remedies of either Party which may arise in the future.

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20. Severability

If any provision of this Agreement is declared to be void or unenforceable by any judicial or administrative authority in any jurisdiction in which this Agreement is effective, such provision will be deemed to be severable and the validity and force of the remainder of the provisions of this Agreement shall not be affected thereby. The Parties shall each use their reasonable endeavours in good faith to modify this Agreement so that the intent of the void and/or unenforceable provision of this Agreement can be carried out legally.

Any void or unenforceable provision shall be construed as per the Governing law defined hereinafter.

21. Assignation

21.1. Subject to Clauses 6.1, 7.3, and 21.2, neither Party shall be entitled to assign the benefit or burden of this Agreement without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).

21.2. The Company shall be entitled to assign or transfer any of its rights or obligations under this Agreement to any Spin-out Company or Group Company.

22. Force Majeure

Neither of the Parties shall be liable to the other nor be held to be in breach of this Agreement to the extent that they are prevented, hindered or delayed in the performance or observance of their obligations hereunder by any cause or contingency whatsoever beyond their reasonable control.

23. Notices

Any notices required to be given pursuant to this Agreement shall be in writing and shall be hand delivered or sent by certified e-mail (return receipt requested) and by confirming letter sent by first class registered mail (or its equivalent) posted within twenty four (24) hours of the said e-mail to the address (and e-mail address) and for the attention of the relevant Party, as set out below (or otherwise notified). Any such notice shall be deemed to have been received twenty-four (24) hours after the time of dispatch to the e-mail in question.

The Company: For the attention of: Sotirios Leontaritis Centrum Offices,

38 Queen Street, Glasgow, G1 3DX, Scotland UK

E-mail: leosot@viocare.eu

The Individual: For the attention of: Christos Kapatos

66 Stewarton Drive, Cambuslang, Glasgow G72 8DG, Scotland UK

E-mail: c.kapatos@healthcare-innovations.com

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24. Governing Law

This Agreement shall be governed by, and is to be construed in accordance with, the law of Scotland, and the Scottish Courts will have exclusive jurisdiction to deal with any dispute which has arisen or may arise out of or in connection with this Agreement.

IN WITNESS whereof the Parties have caused this Agreement to be signed as follows:

HCI VIOCARE TECHNOLOGIES LIMITED
a UK corporation

Name: Sotirios Leontaritis		CHRISTO KAPATOS
Title: Director

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SCHEDULE

PART 1

Details of the Project

Project Development - Smart Insole

The Project relates to the development of an affordable, durable and reliable Smart Insole; a wearable, wireless, accurate and non-invasive monitoring, prevention and e diagnosis system for people with diabetes and sensory lose (diabetic foot condition) at the area of the foot.

Diabetes is a serious disease that can develop from lack of insulin production in the body or due to the inability of the body's insulin to perform its normal everyday functions. Insulin is a substance produced by the pancreas gland that helps process the food we eat and turn it into energy.

Many complications can be associated with diabetes. Diabetes disrupts the vascular system, affecting many areas of the body such as the eyes, kidneys, legs, and feet. People with diabetes should pay special attention to their feet; about one in five people with diabetes enters the hospital for foot problems. Specific Foot Problems include Calluses, Ulcers, Loss of feeling (Neuropathy), Poor Circulation, and Amputation. People with diabetes are more prone to infection. They can also develop neuropathy (damaged nerves) or peripheral vascular disease (blocked arteries) of the legs. This can cause diminished feeling in the feet leading to unnoticed cuts, scratches, and tissue breakdown. This may result in ulceration and infection. Infection and foot ulceration, alone or in combination, often lead to amputation. Neuropathy and peripheral vascular disease can also cause distressing pain in the lower limbs. It is very important for diabetics to take the necessary precautions to prevent all foot related injuries. Due to the consequences of neuropathy, daily observation of the feet is critical. When a diabetic patient takes the necessary preventative foot-care measures, he or she reduces the risks of serious foot conditions. If the above problems are not cared for, amputation of the foot or leg may result. Theoretically, if diabetes is well controlled and monitored it should be possible to avoid these foot problems. However, with the technologies currently available it is not always possible to achieve good diabetic monitoring and control and as severe neuropathy and peripheral vascular disease cannot be easily reversed, many people with diabetes will develop foot problems. The main problem with diabetic peripheral neuropathy is that, when someone is affected with it, he is unaware when pressure thresholds are being abused. The result is tissue damage, leading to ulceration, and often, amputation.

Foot complaints are the leading cause of hospitalisation of people with diabetes (346 million diabetic people worldwide according to WHO). It is estimated that 30% of all diabetics (104 million people world-wide) will develop a serious foot complaint at some time (http://www.who.int/topics/diabetes mellitus/en/). In all cases serious problems can be prevented by monitoring the area of the patient's feet and providing the collected information to the patient in real-time, as well as to his podiatrist and/or physiotherapist. This can improve the time response in addressing any potential problems with the feet's health and hence improve the general well-being of the patient and even prevent amputation.. In the USA alone the value of the diabetic foot ulcers therapeutics market in 2011 was $1.53 billion, showing continuous growth (http://www.companiesandmarkets.com/News/Healthcare-and-Medicai/Diabetic-foot ulcers-therapeutics-market-expected-to-maintain-a-moderate-growth/NI3941).

The intent with the project is to further the development of the Background IPR and to develop a patentable product which will be market ready.

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PART 2

Individual's Background IPR

The Background IPR

Kapatos have conceived and has been working on a Smart Insole System which is a state-of-the-art, pressure and shear (friction)-sensing insole with an incorporated real time global display application and an fully featured support web-space that tells the user and his podiatrist/physiotherapist when inappropriate or dangerous conditions are developing on the feet, in order to prevent damage and correct the problems that can cause it. The product is designed to mitigate diabetic foot complications, such as ulceration, infection and amputation, as well as improve the total health of a person with diabetes, by incorporating the readings from the insole system to a specialised web space that will help the user monitor not just the health of his feet but also his diabetes by looking after his diet, exercise, and live a healthy life-style.

To Kapatos knowledge there is no similar system currently in the market. The insoles that are commercially available can only monitor vertical pressure on the foot and not shear (friction). Also, none of these devices produce real-time data that can be of assistance to the user. The web-space "total diabetes care" concept is also unique.

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ex102.htm

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made to be effective on and as of April 16, 2014 (the "Effective Date") by and between HCi VioCare (the “Company”), a Nevada corporation, with offices at Centrum Offices, 38 Queen Street, Glasgow, UK G1 3DX, and Dr. Christos Kapatos, resident of 66 Stewarton Drive, Cambuslang, Glasgow G72 8DG, Scotland, UK (the “Consultant”).

RECITALS

1.	The Company wishes to assure itself of the services of the Consultant for the period provided in this Agreement.

2.	The Consultant is willing to provide services to the Company in accordance with the terms and conditions set forth in this Agreement.

OPERATIVE PROVISIONS

In consideration of the above recitals, which are incorporated into and are a material part of the operative provisions of this Agreement, and of the promises, covenants and conditions stated herein, the Company and the Consultant hereby agree as follows:

1. POSITION AND RESPONSIBILITIES.

1.1 During the period of this Agreement, the Consultant agrees to provide the services as Chief Technical Officer for the Company and the Company’s wholly-owned subsidiaries as required (collectively referred to as the “Companies”). The Consultant shall render services to the Companies, and shall have such responsibilities, duties and authority, as may from time to time be assigned to the Consultant by the Companies’ Boards of Directors (the “Boards”), and will devote all such time and activity as will be required diligently to satisfy such responsibilities, which shall be conducted at the offices of the Company and such other places as deemed effective by the respective Boards. The Consultant may engage in other activities and endeavors as he may elect, so long as such activities do not directly compete with the Companies. It is expressly understood and agreed between the parties hereto that any involvement with another company which shall be in the business of prosthetics, orthotics, diabetics and rehabilitation clinics and technology shall be deemed to be in direct competition with the Companies.

2. TERM

2.1 The period of the Consultant's services under this Agreement shall be deemed to have commenced on the Effective Date and shall continue for a period of one (1) year thereafter (the “Term”), and may be extended for such term as may be mutually agreed between the parties.

3. COMPENSATION BENEFITS AND REIMBURSEMENT.

3.1 The Consultant shall earn as compensation the amount of forty thousand Euros (€40,000) per year ("Consultant’s Fee"), with subsequent adjustments as mutually agreed between the parties to reflect the growth and success of the Company. The Consultant’s Fee shall be paid in equal monthly installments to Consultant in cash, commencing on the 1st of May, 2014.

3.2 The Company shall pay or reimburse Consultant for all reasonable travel, and other reasonable expenses incurred by Consultant in performance of Consultant's obligations under this Agreement, provided that all long distance travel and other extraordinary expenses are approved by the Company prior to incurrence of the same. The Consultant agrees to obtain approval from the Company in writing for any individual expense of one thousand USD ($1,000) or greater or any aggregate expense in excess of two thousand USD ($2,000) incurred in any given month by the Consultant in connection with the carrying out his duties under this Agreement.

3.3 In case that a research and development project is initiated during the term of this Agreement, the Consultant shall be entitled of two hundred thousand (200,000) shares of the Company’s common stock for every research project completed during the term of this Agreement with a valuation less than twenty million US dollars (20,000,000.00 USD), and five hundred thousand (500,000) shares of the Company’s common stock for every research project completed during the term of this Agreement with a valuation equal or greater than twenty million US dollars (20,000,000.00 USD).

3.4. The Consultant shall also be entitled to participate in any health, medical and/or dental plans which the Company may implement during the Term or the extension hereof.

4. TERMINATION.

4.1

This Agreement may be terminated only under the following circumstances:

(a) Notice. The Company may terminate this Agreement upon thirty (30) days prior written notice delivered to Consultant.

(b) Death. The Consultant’s services hereunder shall terminate upon his death.

(c) Cause. Either party shall have the right to terminate this Agreement for cause. A “Termination for Cause" for the Company shall mean termination because of Consultant's material failure or willful neglect to perform Consultant’s stated duties, or failure to cure such material failure or willful neglect within ten (10) days after delivery of written notice specifying the alleged material failure or willful neglect, conviction of a felony, or any other willful or material breach of this Agreement. For purposes of this Article, no act, or the failure to act, on Consultant's part shall be "willful" unless done, or omitted to be done, in good faith and with reasonable belief that the action or omission was in the best interest of the Company or its affiliates. A “Termination for Cause" for Consultant shall mean termination because of the Company's material failure to perform the terms of this Agreement.

(d) Termination by the Consultant. The Consultant may terminate his employment hereunder for Good Reason. For purposes of this Agreement, a “Good Reason” shall mean (A) the breach by the Company in any material respect of any material provision of this Agreement (including, but not limited to, the provisions of Section 3) which breach has not been cured within ten (10) days after delivery of notice of such noncompliance that has been given by Consultant to the Company, or (B) any purported termination of Consultant’s employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 5.1 hereof (and for purposes of this Agreement no such purported termination shall be effective).

(e) Disability. If, as a result of Consultant's inability to perform substantially all of his duties hereunder by reason of a physical or mental disability or infirmity (i) for a continuous period of two (2) full months or (ii) at such earlier time as Consultant submits satisfactory medical evidence that he has a physical or mental disability or infirmity which will likely prevent him from performing his work duties for two (2) months or longer (a "Disability"), the Company may terminate this Agreement. The date of such Disability shall be the last day of such two-month period, or the day on which Consultant submits such satisfactory medical evidence, as the case may be.

4.2 Any payments due upon termination, pursuant to Section 4.1 above, shall be borne by the Company, and any payments due after such termination occurs shall no longer be paid.

5. NOTICE.

5.1 Notice of Termination. Any purported termination of this Agreement by the Company or by Consultant (other than termination pursuant to subsection (b) of Section 4.1) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 12. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of this Agreement under the provision so indicated.

5.2 Date of Termination. “Date of Termination” shall mean (i) if this Agreement is terminated by the death of Consultant, the date of his death, (ii) if this Agreement is terminated pursuant to subsection (e) of Section 4.1 above, the date of disability referred to in said subsection, and (iii) if this Agreement is terminated pursuant to subsections (a), (c) or (d) of Section 4.1 above, the date specified in the Notice of Termination; provided, however, that if within thirty (30) days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding and final arbitration award, or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected).

6. CONFIDENTIALITY.

As the Company’s business is specialized and competitive, the Consultant is likely to have access to, and an intimate knowledge of, the Company’s trade secrets and confidential information during the course of this Agreement. Disclosure of such trade secrets and confidential information would place the Company at a serious competitive disadvantage and do serious damage (financial and/or otherwise) to its business and would cause immeasurable harm.

Therefore, both during this Agreement and after its termination the Consultant is prohibited from communicating or disclosing to any third party any trade secrets or confidential information of the Company and from using such information for its own purposes, unless prior written authorization from the Company has been obtained. For this purpose trade secrets and confidential information shall include but not be limited to:

The Company’s proposed strategies and plans;

The Company’s IP technologies;

The Company’s current business strategies and plans including (without limitation) know how and internal working practices;

All information as to the requirements of the Company’s customers;

All information relating to patient profiles, histories or similar information; and

All information relating to Section 1 “Position and Responsibilities” of this Agreement that the Consultant will obtain in the course of this Agreement with the Company.

7. EFFECT ON PRIOR AGREEMENTS.

This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between Company and Consultant.

8. MODIFICATION AND WAIVER.

8.1 This Agreement shall not be modified or amended except by an instrument in writing signed by the parties hereto.

8.2 No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each written waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.

9. SEVERABILITY.

If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent (consistent with law) continue in full force and effect.

10. HEADINGS FOR REFERENCE ONLY.

The headings of articles and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

11. GOVERNING LAW

This Agreement shall be governed by and be construed under the laws of the State of Nevada without regard to the choice of law principles of that state. In the event of any dispute between the parties with respect to this Agreement or the performance of the parties' obligations thereunder, such dispute shall be instituted and prosecuted in the courts of Nevada and the parties hereby consent to the jurisdiction of such courts, and waive any disputes they may have to a change of venue.

12. NOTICES.

Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, or transmitted by facsimile, or sent by certified, registered or express mail, or postage prepaid, and shall be deemed given when so hand delivered, telegraphed, telexed or transmitted by facsimile, or if mailed, two (2) days after the date of mailing, addressed as follows:

If to Company: HCi VioCare

Contact – Sotirios Leontaritis

(+44) 0808 178 4373

Centrum Offices,

38 Queen Street, Glasgow,

G1 3DX, Scotland, UK

If to Consultant: Christos Kapatos

66 Stewarton Drive, Cambuslang,

Glasgow G72 8DG, Scotland, UK

13. ARBITRATION OF DISPUTES.

a. Arbitration. All Arbitration Claims (defined below) between the parties shall be resolved by submission to final and binding arbitration at the Las Vegas, Nevada offices of the American Arbitration Association (“AAA”). The parties may agree on a retired judge from the AAA panel. In case of failure of agreement, an arbitrator shall be selected in accordance with the rules and procedures of the AAA. The parties agree that arbitration must be initiated within sixty (60) days after a party delivers a notice of intention to arbitrate pursuant to Subsection 13(b) below.

b. Initiation of Arbitration: Submission Agreement. Any party to this Agreement may initiate arbitration of a dispute subject to this Paragraph, by sending written notice of an intention to arbitrate by registered or certified mail to all other parties and to the AAA. The notice shall contain a description of the Arbitration Claim(s) asserted by the party, the amount involved and the remedy sought. In the event a demand for arbitration is made by any party to this Agreement, the parties agree to execute a Submission Agreement provided by the AAA, in a form customarily used by the AAA, setting forth (i) the rights of the parties if the matter is arbitrated and (ii) the rules and procedures to be followed at the arbitration hearing. Notwithstanding anything to the contrary contained in this Agreement, each party shall bear its own legal, consulting and expert witness fees incurred during any arbitration proceeding under this Paragraph.

c. One-Year To Initiate Arbitration Claim. The parties agree that arbitration must be initiated within one (1) year after the occurrence of the events on which any Arbitration Claim is based, and a party's failure to initiate arbitration within such one-year period constitutes an absolute bar to the institution of any new proceedings.

d. “Arbitration Claim” Defined. For purposes of this Agreement, "Arbitration Claim" shall mean any contract, tort, statutory or other claim, demand, cause of action, or dispute asserted by any party to this Agreement against any other party to this Agreement, arising out of or related to (i) this Agreement or any modification, amendment or supplement thereof, or (ii) the relationship between the parties as created hereunder.

c. Intent of the Parties - Adequate Consideration. By this provision, it is the intent of the parties to establish procedures to accomplish the informal and inexpensive resolution of any Arbitration Claim between them without resort to litigation. The parties agree that their mutual, binding promises to arbitrate any Arbitration Claim between them represents valuable and adequate consideration for the enforceability of this provision.

NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION, AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE WAIVING YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED OR PROVIDED FOR IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER NEVADA LAW. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.

WE HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE TO SUBMIT ANY DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.


	Consultant's Initials		Company’s Initials

15. ASSIGNMENT.

This Agreement shall be binding upon, and shall inure to the benefit of, the parties, and their respective successors, assigns, heirs and representatives. Notwithstanding the foregoing, however, Consultant may not assign any of Consultant’s, or delegate any of Consultant’s duties hereunder. The Company may assign this Agreement upon notice to Consultant without securing Consultant's prior written consent in connection with any sale of all of the Company's assets or if the Company merges into or consolidates with another business entity.

IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement to be effective on and as of the Effective Date stated herein above.

	“CONSULTANT'”		THE “COMPANY”

	Dr. Christos Kapatos		HCi VioCare, a Nevada corporation
			By: Sotirios Leontaritis Title: CEO, President and Director

ex103.htm

This Agreement is dated effective as of April 15, 2014

Between:

, an individual residing at

(the “Advisor”)

And:

HCi VioCare, a Nevada corporation having a business office at Centrum Offices, 38 Queen Street, Glasgow, Scotland, UK. G1 3DX

(the “Company”)

Whereas:

A. The Company has determined to establish a scientific advisory board and to appoint certain advisors who can contribute to the Company’s overall business strategy and future direction.

B. The Advisor has certain business expertise and has agreed to provide advice and recommendations regarding the Company’s overall business strategy and future direction.

Now therefore this Agreement witnesses that in consideration of the mutual covenants and agreements herein contained the parties hereto agree as follows:

Section 1. Interpretation

1.1 Where used herein the following terms shall have the meanings set out below:

(a) “Advisory Board” means the group of individuals appointed by the Company to act as advisors to the Board;

(b) “Advisory Services” means the advisory services to be provided by the Advisor to the Company as set out herein;

(d) “Business Material” means any financial, market and technical information, methods and plans, trade secrets, know-how, technical expertise and other information relating to the Company’s business and operations;

(e) “Term” has the meaning given to it in subsection 2.1.

1.2 Governing Law.

This Agreement shall be governed by and be construed in accordance with the laws of Nevada applicable therein.

1.3 Severability.

If any one or more of the provisions contained in this Agreement should be determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Section 2. Term

2.1 Term.

The term of this Agreement (the “Term”) shall be from and including April 15, 2014, to and including April 15, 2015, unless this Agreement is earlier terminated in accordance with Section 5.

Section 3. Advisory Services

3.1 Advisory Services.

The Company hereby appoints and retains the Advisor, on a non-exclusive basis, during the Term to serve as a member of the Advisory Board and provide the Advisory Services as requested by the Company from time to time, and the Advisor hereby accepts such appointment to the Advisory Council and agrees to provide diligently the Advisory Services. In providing the Advisory Services, the Advisor will have an advisory role only and report directly to and take direction from the Board. In no circumstances will the Advisor perform any functions of the Board. The Advisor, as a member of the Advisory Board, shall attend as may be required by the Board, such meetings of the Advisory Board, either telephonically or in person, and provide Advisory Services to the Board which shall include:

(a) making recommendations for both the short term and the long term business strategies to be employed by Company;

(b) monitoring and assessing the market for the Company’s business and to advise the Board with respect to such markets and to recommend an appropriate business strategy on an ongoing basis;

(d) critiquing the managements’ and directors’ actions and making suggestions to strengthen the management structures, processes and operations;

(e) providing an objective evaluation of the performance of the Company and its management in relation to competitors within the industry;

(f) identifying and evaluating external threats and opportunities to the Company;

(g) evaluating and making ongoing recommendations to the Board with respect to the required management personnel and job functions for the efficient operation of the Company’s business;

(h) formulating and recommending to the Board appropriate operating policies and procedures and supervising the implementation of such policies and procedures for the ongoing conduct of the Company’s business;

(i) discussing from time to time any matters pertaining to the Company’s business; and

(j) providing such other advisory or consulting services as may be appropriate from time to time.

3.2 Board to Act Independently.

The Board shall diligently and responsibly receive all advice from the Advisor and the Advisory Board and exercise its own independent judgment before acting upon such advice.

3.3 Remuneration.

(a) In consideration of the provision of the Advisory Services, the Company shall grant the Advisor an option to purchase a total of 5,000 shares of the Company’s Series A Preferred Stock at an exercise price of $0.04 per share for a period of five years from the date of vesting. These options referred to hereunder shall vest at the end of the Term and the Advisor shall not have any rights to exercise until the completion of the Term at which time the options shall be fully vested.

(b) The Company shall further pay to the Advisor any out of pocket expenses which shall be prior approved by the Company for the attendance at any meetings of the Advisory Board.

3.4 Other Contractual Agreements

The parties to this Agreement recognize that they may enter into other contractual agreements for services to be provided to the Company for which independent contracts shall be executed and that this Agreement relates solely to the appointment of the Advisor to the Advisory Board and the mandate of the Advisory Board as noted by the Company and the Board.

3.5 Disclosure of Advisor. During the Term, the Advisor shall:

(a) disclose to the Company all of its interests in any transaction or agreement contemplated by the Company or any matter which may taint the Advisor’s objectivity when performing its role as an Advisor hereunder;

(b) inform the Company of any business opportunities made available to the Advisor as a result of the Advisor’s involvement with the Company or otherwise through the performance of the Advisory Services; and

(c) not serve as an advisor, or consent to an appointment as a member of the board of directors, of a company which competes, directly or indirectly, with the Company.

Section 4. Confidential Information

4.1 Confidentiality Obligation.

The Advisor recognizes and agrees that any Business Material furnished or to be furnished to it by the Company is to be used only for the purpose of providing the Advisory Services hereunder and that such Business Material will be kept confidential by the Advisor provided, however, that any such Business Material may be disclosed:

(a) if specifically consented to in writing by the Company; or

(b) if required by applicable law or by an order of a court of competent jurisdiction.

4.2 Exceptions.

The provisions of Section 4.1 shall not apply to:

(a) information which becomes generally available to the public other than as a result of a disclosure by the Advisor;

(b) information which is generally known to knowledgeable business people involved in the business conducted by the Company other than as a result of a disclosure by the Advisor in violation of this part;

(c) information that was available to the Advisor on a non-confidential basis prior to its disclosure to the Advisor by the Company; or

(d) information that becomes available to the Advisor on a non-confidential basis from a person or entity other than the Company, unless such disclosure by that person is itself in breach of a confidentiality commitment made directly or indirectly to the Company;

and provided that nothing in this Agreement shall prevent the Advisor from using its expertise and knowledge in the conduct of other business for its own account or as a consultant to others.

5. Termination

5.1 Termination by the Company and the Advisor.

The Company or the Advisor may terminate this Agreement without cause at any time by giving 30 days written notice of termination of this Agreement to the other party. Any termination of this Agreement, either pursuant to this Section or otherwise, will not affect the obligations under Section 4, which will survive such termination. In the event that this Agreement is terminated by the Company, the Company shall pay the Advisor an amount equal to any expenses incurred by the Advisor up to the effective date of the termination to the extent such expenses have not previously been reimbursed. Upon payment of such amounts, the Advisor shall have no claim against the Company for damages or otherwise by reason of such termination. In the event of termination of this Agreement, the Advisor shall, prior to the effective date of the termination, deliver to the Company all books, records, or other information in its possession pertaining to the Company’s business.

5.2 Early Termination

Should either the Advisor or the Company terminate this Agreement pursuant to Section 5.1 herein then any rights to remuneration by way of stock options under 3.3(a) shall be immediately cancelled and unearned. For greater clarity, the options shall not be vested or earned until one year from the date of this Agreement.

6. Indemnity and Limitation of Liability

6.1 Indemnification by the Company.

The Company shall indemnify and hold harmless the Advisor against any and all losses, damages, suits, judgments, costs and expenses arising under any such third party claim or action provided however, that the Advisor provides the Company with:

(a) written notice of such claim or action within 14 days of acquiring knowledge of the event;

(b) sole control and authority of the defense or settlement of such claim or action (provided that the Company shall not enter into any settlement which materially affects the Advisor’s rights without the Advisor’s prior written consent); and

6.2 No Liability for Acts of the Company.

The Advisor shall not be liable for any act of the Company or any of its directors, officers or employees.

6.3 Limitation of Liability.

Under no circumstances will either party be liable to the other party for indirect, incidental, consequential, special or exemplary or punitive damages (even if such party has been advised of the possibility of such damages), arising from any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profits or loss of business.

7. General Provisions

7.1 No Partnership or Agency.

The relationship between the Company and the Advisor is that of independent contractor and nothing herein contained shall be interpreted so as to create a partnership or agency relationship between the parties.

7.2 Assignment.

Neither party may assign any rights or delegate any obligations hereunder without the prior written consent of the other party.

As evidence of their agreement this Agreement has been executed by the parties hereto as of the date first above written.

HCi VioCare

By:

Its:

By:

ex104.htm

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made to be effective on and as of April 16, 2014 (the "Effective Date") by and between HCi VioCare (the “Company”), a Nevada corporation, with offices at Centrum Offices, 38 Queen Street, Glasgow, UK G1 3DX, and Professor Stephan Solomonidis, resident of 66 Stewarton Drive, Cambuslang, Glasgow G72 8DG, Scotland, UK (the “Consultant”).

RECITALS

1.	The Company wishes to assure itself of the services of the Consultant for the period provided in this Agreement.

2.	The Consultant is willing to provide services to the Company in accordance with the terms and conditions set forth in this Agreement.

OPERATIVE PROVISIONS

1. POSITION AND RESPONSIBILITIES.

1.1 During the period of this Agreement, the Consultant agrees to provide the services as Head of Research for the Company and the Company’s wholly-owned subsidiaries as required (collectively referred to as the “Companies”). The Consultant shall render services to the Companies, and shall have such responsibilities, duties and authority, as may from time to time be assigned to the Consultant by the Companies’ Boards of Directors (the “Boards”), and, in relationship with his other current engagement with the University of Strathclyde, shall be free to choose the amount of time he allocates in view of satisfying such responsibilities, which shall be conducted at the offices of the Consultant and such other places as deemed effective by the respective Boards. The Consultant may engage in other activities and endeavors as he may elect, so long as such activities do not directly compete with the Companies. It is expressly understood and agreed between the parties hereto that any involvement with another company which shall be in the business of prosthetics, orthotics, diabetics and rehabilitation clinics and technology shall be deemed to be in direct competition with the Companies.

2. TERM

3. COMPENSATION BENEFITS AND REIMBURSEMENT.

3.1 The Consultant shall earn as compensation the amount of twenty thousand pounds (£20,000.00 GBP) per year ("Consultant’s Fee"), with subsequent adjustments as mutually agreed between the parties to reflect the growth and success of the Company. The Consultant’s Fee shall be paid in equal monthly installments to Consultant in cash, commencing on the 1st of May, 2014.

3.2 The Company shall pay or reimburse Consultant for all reasonable travel, and other reasonable expenses incurred by Consultant in performance of Consultant's obligations under this Agreement, provided that all long distance travel and other extraordinary expenses are approved by the Company prior to incurrence of the same. The Consultant agrees to obtain approval from the Company in writing for any individual expense of one thousand dollars ($1,000.00 USD) or greater or any aggregate expense in excess of two thousand dollars ($2,000.00 USD) incurred in any given month by the Consultant in connection with the carrying out his duties under this Agreement.

3.3 In case that a research and development project is initiated during the term of this Agreement, the Consultant’s fee will be readjusted to the amount of forty thousand pounds (£40,000.00 GBP), and the Consultant shall be entitled of two hundred thousand (200,000) shares of the Company’s common stock for every research project completed during the term of this Agreement with a valuation less than twenty million dollars ($20,000,000.00 USD), and five hundred thousand (500,000) shares of the Company’s common stock for every research project completed during the term of this Agreement with a valuation equal or greater than twenty million dollars ($20,000,000.00 USD).

3.4. The Consultant shall also be entitled to participate in any health, medical and/or dental plans which the Company may implement during the Term or the extension hereof.

4. TERMINATION.

4.1

This Agreement may be terminated only under the following circumstances:

(a) Notice. The Company may terminate this Agreement upon thirty (30) days prior written notice delivered to Consultant.

(b) Death. The Consultant’s services hereunder shall terminate upon his death.

4.2 Any payments due upon termination, pursuant to Section 4.1 above, shall be borne by the Company, and any payments due after such termination occurs shall no longer be paid.

5. NOTICE.

6. CONFIDENTIALITY.

The Company’s proposed strategies and plans;

The Company’s IP technologies;

The Company’s current business strategies and plans including (without limitation) know how and internal working practices;

All information as to the requirements of the Company’s customers;

All information relating to patient profiles, histories or similar information; and

All information relating to Section 1 “Position and Responsibilities” of this Agreement that the Consultant will obtain in the course of this Agreement with the Company.

7. EFFECT ON PRIOR AGREEMENTS.

This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between Company and Consultant.

8. MODIFICATION AND WAIVER.

8.1 This Agreement shall not be modified or amended except by an instrument in writing signed by the parties hereto.

9. SEVERABILITY.

10. HEADINGS FOR REFERENCE ONLY.

The headings of articles and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

11. GOVERNING LAW

12. NOTICES.

If to Company: HCi VioCare

Contact – Sotirios Leontaritis

(+44) 0808 178 4373

Centrum Offices,

38 Queen Street, Glasgow,

G1 3DX, Scotland, UK

If to Consultant: Stephan Solomonidis

66 Stewarton Drive, Cambuslang,

Glasgow G72 8DG, Scotland, UK

13. ARBITRATION OF DISPUTES.

WE HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE TO SUBMIT ANY DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.


	Consultant's Initials		Company’s Initials

15. ASSIGNMENT.

IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement to be effective on and as of the Effective Date stated herein above.

	“CONSULTANT'”		THE “COMPANY”

	Professor Stephan Solomonidis		HCi VioCare, a Nevada corporation
			By: Sotirios Leontaritis Title: CEO, President and Director

ex105.htm

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made to be effective on and as of April 16, 2014 (the "Effective Date") by and between HCi VioCare (the “Company”), a Nevada corporation, with offices at Centrum Offices, 38 Queen Street, Glasgow, UK G1 3DX, and Professor Martha Lucia Zequera, resident of Cra 81A #137D-75 Casa 4, Conjunto La Aravcaria, Provenza Suba, Bogota, Colombia (the “Consultant”).

RECITALS

1.	The Company wishes to assure itself of the services of the Consultant for the period provided in this Agreement.

2.	The Consultant is willing to provide services to the Company in accordance with the terms and conditions set forth in this Agreement.

OPERATIVE PROVISIONS

1. POSITION AND RESPONSIBILITIES.

1.1 During the period of this Agreement, the Consultant agrees to provide the services as Director of Diabetic Foot Related Products and Servicesfor the Company and the Company’s wholly-owned subsidiaries as required (collectively referred to as the “Companies”). The Consultant shall render services to the Companies, and shall have such responsibilities, duties and authority, as may from time to time be assigned to the Consultant by the Companies’ Boards of Directors (the “Boards”), and shall devote, on average, two (2) days per week to satisfy such responsibilities, which shall be conducted at the offices of the Consultant and such other places as deemed effective by the respective Boards. The Consultant may engage in other activities and endeavors as he may elect, so long as such activities do not directly compete with the Companies. It is expressly understood and agreed between the parties hereto that any involvement with another company which shall be in the business of prosthetics, orthotics, diabetics and rehabilitation clinics and technology shall be deemed to be in direct competition with the Companies.

2. TERM

3. COMPENSATION BENEFITS AND REIMBURSEMENT.

3.1 The Consultant shall earn as compensation the amount of twenty thousand dollars ($20,000.00 USD) per year ("Consultant’s Fee"), with subsequent adjustments as mutually agreed between the parties to reflect the growth and success of the Company. The Consultant’s Fee shall be paid in equal monthly installments to Consultant in cash, commencing on the 1st of May, 2014.

3.2 The Company shall pay or reimburse Consultant for all reasonable travel, and other reasonable expenses incurred by Consultant in performance of Consultant's obligations under this Agreement, provided that all long distance travel and other extraordinary expenses are approved by the Company prior to incurrence of the same. The Consultant agrees to obtain approval from the Company in writing for any individual expense of one thousand dollars ($1,000.00 USD) or greater or any aggregate expense in excess of two thousand dollars ($2,000.00 USD) incurred in any given month by the Consultant in connection with the carrying out his duties under this Agreement.

3.3 In case that a research and development project is initiated during the term of this Agreement, the Consultant’s fee will be readjusted to the amount of forty thousand dollars ($40,000.00 USD), and the Consultant shall be entitled of two hundred thousand (200,000) shares of the Company’s common stock for every research project completed during the term of this Agreement with a valuation less than twenty million dollars ($20,000,000.00 USD), and five hundred thousand (500,000) shares of the Company’s common stock for every research project completed during the term of this Agreement with a valuation equal or greater than twenty million dollars ($20,000,000.00 USD).

3.4. The Consultant shall also be entitled to participate in any health, medical and/or dental plans which the Company may implement during the Term or the extension hereof.

4. TERMINATION.

4.1

This Agreement may be terminated only under the following circumstances:

(a) Notice. The Company may terminate this Agreement upon thirty (30) days prior written notice delivered to Consultant.

(b) Death. The Consultant’s services hereunder shall terminate upon his death.

4.2 Any payments due upon termination, pursuant to Section 4.1 above, shall be borne by the Company, and any payments due after such termination occurs shall no longer be paid.

5. NOTICE.

6. CONFIDENTIALITY.

The Company’s proposed strategies and plans;

The Company’s IP technologies;

The Company’s current business strategies and plans including (without limitation) know how and internal working practices;

All information as to the requirements of the Company’s customers;

All information relating to patient profiles, histories or similar information; and

All information relating to Section 1 “Position and Responsibilities” of this Agreement that the Consultant will obtain in the course of this Agreement with the Company.

7. EFFECT ON PRIOR AGREEMENTS.

This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between Company and Consultant.

8. MODIFICATION AND WAIVER.

8.1 This Agreement shall not be modified or amended except by an instrument in writing signed by the parties hereto.

9. SEVERABILITY.

10. HEADINGS FOR REFERENCE ONLY.

The headings of articles and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

11. GOVERNING LAW

12. NOTICES.

If to Company: HCi VioCare

Contact – Sotirios Leontaritis

(+44) 0808 178 4373

Centrum Offices,

38 Queen Street, Glasgow,

G1 3DX, Scotland, UK

If to Consultant: Martha Lucia Zequera

Cra 81A #137D-75 Casa 4,

Conjunto La Aravcaria,

Provenza Suba, Bogota, Colombia

13. ARBITRATION OF DISPUTES.

WE HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE TO SUBMIT ANY DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.


	Consultant's Initials		Company’s Initials

15. ASSIGNMENT.

IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement to be effective on and as of the Effective Date stated herein above.

	“CONSULTANT'”		THE “COMPANY”


	Professor Martha Lucia Zequera		HCi VioCare, a Nevada corporation By: Sotirios Leontaritis Title: CEO, President and Director

ex106.htm

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made to be effective on and as of April 16, 2014 (the "Effective Date") by and between HCi VioCare (the “Company”), a Nevada corporation, with offices at Centrum Offices, 38 Queen Street, Glasgow, UK G1 3DX, and Professor William Sandham, resident of 40 Westbourne Gardens, Glasgow G12 9PF, UK (the “Consultant”).

RECITALS

1.	The Company wishes to assure itself of the services of the Consultant for the period provided in this Agreement.

2.	The Consultant is willing to provide services to the Company in accordance with the terms and conditions set forth in this Agreement.

OPERATIVE PROVISIONS

1. POSITION AND RESPONSIBILITIES.

1.1 During the period of this Agreement, the Consultant agrees to provide the services as Director of Diabetes Technology Research for the Company and the Company’s wholly-owned subsidiaries as required (collectively referred to as the “Companies”). The Consultant shall render services to the Companies, and shall have such responsibilities, duties and authority, as may from time to time be assigned to the Consultant by the Companies’ Boards of Directors (the “Boards”), and shall devote, on average, two (2) per week to satisfy such responsibilities, which shall be conducted at the offices of the Consultant and such other places as deemed effective by the respective Boards. The Consultant may engage in other activities and endeavors as he may elect, so long as such activities do not directly compete with the Companies. It is expressly understood and agreed between the parties hereto that any involvement with another company which shall be in the business of prosthetics, orthotics, diabetics and rehabilitation clinics and technology shall be deemed to be in direct competition with the Companies.

2. TERM

3. COMPENSATION BENEFITS AND REIMBURSEMENT.

3.2 The Company shall pay or reimburse Consultant for all reasonable travel, and other reasonable expenses incurred by Consultant in performance of Consultant's obligations under this Agreement, provided that all long distance travel and other extraordinary expenses are approved by the Company prior to incurrence of the same. The Consultant agrees to obtain approval from the Company in writing for any individual expense of one thousand dollars ($1,000.00 USD) or greater or any aggregate expense in excess of two thousand dollars ($2,000.00 USD) incurred in any given month by the Consultant in connection with the carrying out his duties under this Agreement.

3.4. The Consultant shall also be entitled to participate in any health, medical and/or dental plans which the Company may implement during the Term or the extension hereof.

4. TERMINATION.

4.1

This Agreement may be terminated only under the following circumstances:

(a) Notice. The Company may terminate this Agreement upon thirty (30) days prior written notice delivered to Consultant.

(b) Death. The Consultant’s services hereunder shall terminate upon his death.

4.2 Any payments due upon termination, pursuant to Section 4.1 above, shall be borne by the Company, and any payments due after such termination occurs shall no longer be paid.

5. NOTICE.

6. CONFIDENTIALITY.

·	The Company’s proposed strategies and plans;

·	The Company’s IP technologies;

·	The Company’s current business strategies and plans including (without limitation) know how and internal working practices;

·	All information as to the requirements of the Company’s customers;

·	All information relating to patient profiles, histories or similar information; and

·	All information relating to Section 1 “Position and Responsibilities” of this Agreement that the Consultant will obtain in the course of this Agreement with the Company.

7. EFFECT ON PRIOR AGREEMENTS.

This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between Company and Consultant.

8. MODIFICATION AND WAIVER.

8.1 This Agreement shall not be modified or amended except by an instrument in writing signed by the parties hereto.

9. SEVERABILITY.

10. HEADINGS FOR REFERENCE ONLY.

The headings of articles and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

11. GOVERNING LAW

12. NOTICES.

If to Company: HCi VioCare

Contact – Sotirios Leontaritis

(+44) 0808 178 4373

Centrum Offices,

38 Queen Street, Glasgow,

G1 3DX, Scotland, UK

If to Consultant: William Sandham

40 Westbourne Gardens,

Glasgow G12 9PF, Scotland, UK

13. ARBITRATION OF DISPUTES.

e. Intent of the Parties - Adequate Consideration. By this provision, it is the intent of the parties to establish procedures to accomplish the informal and inexpensive resolution of any Arbitration Claim between them without resort to litigation. The parties agree that their mutual, binding promises to arbitrate any Arbitration Claim between them represents valuable and adequate consideration for the enforceability of this provision.

WE HAVE READ AND UNDERSTOOD THE FOREGOING AND AGREE TO SUBMIT ANY DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THIS "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION.


	Consultant's Initials		Company’s Initials

15. ASSIGNMENT.

IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement to be effective on and as of the Effective Date stated herein above.

	“CONSULTANT'”		THE “COMPANY”


	Professor William Sandham		HCi VioCare, a Nevada corporation By: Sotirios Leontaritis Title: CEO, President and Director