GLOBAL MED TECHNOLOGIES INC
EXHIBIT 10.64--EMPLOYMENT AGREEMENT-MARCINEK
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<FILENAME>global9300210qex1064.htm
<DESCRIPTION>EXHIBIT 10.64--EMPLOYMENT AGREEMENT-MARCINEK
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<TITLE>Global Med Technologies, Inc. HTML 9/30/2002 10-Q Exhibit 10.64</TITLE>
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<H2 ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 10.64</FONT></H2>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>EMPLOYMENT AGREEMENT</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THIS AGREEMENT is made as
of the 2nd day of November, 2003 between Global Med Technologies, Inc., a
Colorado corporation (the &#147;Employer&#148;) and Thomas F. Marcinek (the
&#147;Employee&#148;).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Employee is presently employed by Employer;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Employer desires to continue the employment of Employee and has negotiated with
Employee with respect to the terms of such employment; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
the Employer and Employee hereby agree as follows: </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE I<BR>
<U>TERM OF EMPLOYMENT</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1
<U>Employment</U>. The Employer agrees to continue to employ the Employee and
the Employee agrees to continue to be employed by the Employer upon the terms
and conditions hereinafter set forth. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2
<U>Term</U>. The employment of the Employee by the Employer as provided herein
shall commence November 2, 2003 and shall end November 2, 2008, unless otherwise
superseded by section 4.1 or 4.4.3. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3
<U>Office and Support</U>. Employee shall be provided an office and support
staff, including but not limited to secretarial services, at Employer&#146;s
Wyndgate division in Sacramento, California. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE II<BR>
<U>DUTIES OF THE EMPLOYEE</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1
<U>Duties</U>. The Employee shall be employed with the title of President and
Chief Operating Officer, Global Med Technologies, Inc. with responsibilities and
authority as are customarily performed by such an officer and as may from time
to time be assigned to Employee by Employer&#146;s Chairman and Chief Executive
Officer. Employee shall report directly to the Chairman and CEO of Global Med
Technologies, Inc. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2
<U>Extent of Duties</U>. Employee shall devote substantially his full business
time, attention and energies to the business of the Employer. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3
<U>Disclosure of Information</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3.1 The Employee recognizes
and acknowledges that the information, processes, developments, experimental
work, work in progress, business, list of the Employer&#146;s customers and any
other trade secret or other secret or confidential information relating to
Employer&#146;s business as they may exist from time to time are valuable,
special and unique assets of Employer&#146;s business. Therefore, Employee
agrees that:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Employee will hold in strictest confidence and not disclose, reproduce, publish
or use in any manner, whether during or subsequent to his employment, without
the express authorization of the Board of Directors of the Employer, any
information, process, development or experimental work, work in process,
business, customer lists, trade secret or any other secret or confidential
matter relating to any aspect of the Employer&#146;s business, except 1) as such
disclosure or use may be required in connection with Employee&#146;s work for
the Employer and 2) where such information or items have become publicly known
and made generally available through no wrongful act of employee.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Upon request or at the time of leaving the employ of the Employer, the Employee
will deliver to the Employer, and not keep or deliver to anyone else, any and
all notes, memoranda, documents and, in general, any and all material relating
to the Employer&#146;s business.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3.2
In the event of a breach or threatened breach by the Employee of the provisions
of this section 2.3, the Employer shall be entitled to an injunction (i)
restraining the Employee from disclosing, in whole or in part, any information
as described above or from rendering any services to any person, firm,
corporation, association or other entity to whom such information, in whole or
in part, has been disclosed or is threatened to be disclosed; and/or (ii)
requiring that Employee deliver to Employer all information, documents, notes,
memoranda and any and all discoveries or other material as described above upon
Employee&#146;s leave of the employ of the Employer. Nothing herein shall be
construed as prohibiting the Employer from pursuing other remedies available to
the Employer for such breach or threatened breach, including the recovery of
damages from the Employee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4
<U>Non-Solicitation</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4.1
Non-Solicitation of Employees: During the period of employment and for a period
of 12 months after the cessation of employment for any reason, whether with or
without cause, it is agreed that the Employee shall not directly or indirectly,
either alone or in concert with others, solicit or entice any employee of or
consultant to the company to leave the company or work for anyone or entity in
competition with the Employer. It is understood and agreed between the parties
that this non-solicitation provision is necessary for the protection of trade
secrets and other confidential information of the Employer. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4.2 Solicitation of
Customers: During the period of employment and for a period of 12 months after
the cessation of employment for any reason, whether with or without cause, it is
understood that Employee shall not directly or indirectly, either alone or in
concert with others, solicit, entice, or in any way divert any of the
company&#146;s customers or suppliers to do business with any business entity in
competition with the company. It is understood and agreed between the parties
that this non-solicitation provision is necessary for the protection of trade
secrets and other confidential information of the Employer. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE III<BR>
<U>COMPENSATION OF THE EMPLOYEE</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1
<U>Compensation</U>. As compensation for services rendered under this Agreement,
the Employee shall receive a salary at the rate of $175,000 per annum to be paid
in accordance with Employer&#146;s normal practices. The salary provided in this
subsection shall in no way be deemed exclusive and shall not prevent Employee
from participating in any other compensation or benefit plan of Employer.
Employee&#146;s salary shall be reviewed on an annual basis and if
Employee&#146;s performance is deemed satisfactory, he may receive a minimum
7.5% cost of living increase. In addition, Employee shall be eligible for a
performance increase. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2
<U>Incentive Compensation</U>. Annually, within thirty days of annual audited
financial statement filings each year while this employment agreement is in
effect, solely at the option of the Employer, the Employee may be entitled to
receive incentive compensation of up to 50% of Employee&#146;s base salary of
$175,000 per year. This incentive compensation shall be based on objectives
which shall be established by the parties by December 31 of each year for as
long as the Employee continues his employment with the Company. The terms and
conditions of the incentive compensation are to be determined solely by the CEO
and the Board of Directors. The Employee shall give input into the objectives. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3
<U>Benefits</U>. Employee shall be entitled to participate in all of
Employer&#146;s employee benefit plans and employee benefits, including any
retirement, pension, profit-sharing, stock option, insurance, hospital or other
plans and benefits which now may be in effect or which may hereafter be adopted,
it being understood that Employee shall have the same rights and privileges to
participate in such plans and benefits as any other executive employee during
the term of this Agreement. Participation in any benefit plans shall be in
addition to the compensation provided for in Section 3.1. Employer shall pay
premiums for health and dental insurance covering Employee and his family.
Employee shall be provided with a car allowance of $450 per month. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.4
<U>Stock Options</U>. Upon execution of this Agreement, Employee will receive
500,000 total incentive stock options and nonqualified stock options to purchase
an aggregate of 500,000 shares of Employer&#146;s common stock. The options
shall become exercisable at the rate of 20% each year upon Employee&#146;s
completion of each year of employment with Employer beginning May 29, 2002. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
Employer: (i) sells substantially all of its assets, or (ii) merges or
consolidates with another entity or otherwise reorganizes (except for
eBankerUSA.com, Inc. transferring these shares/options to another entity), or
(iii) terminates Employee for any reason other than malfeasance prior to
Employee&#146;s contract expiration, then the entire 500,000 in options granted
to Employee shall become immediately 100% vested and immediately exercisable on
the date preceding the effective date of such sale, merger, consolidation or
other reorganization; provided, however, that Employer and Employee acknowledge
that a secondary public offering or private placement or other such financing of
Employer&#146;s securities is specifically excluded from this accelerated
vesting provision.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any other provision in this Agreement, regardless of the vesting Employee must
be employed by Employer at the time of exercise in order to exercise such
options, as required by Employer&#146;s Stock Option Plan. However, all of the
stock options that are fully vested at the time the Employee or the Employer
terminates the Employee&#146;s employment, for any reason, shall be able to be
exercised by the employee within the exercisable period. If the Employee decides
that he does not want to exercise his fully vested options, then those fully
vested options will be rescinded and regranted as nonqualified options under
Global Med Technologies, Inc. Nonqualified Stock Option Plan provided, however,
that the Employee&#146;s termination is not for cause. Employee shall also be
entitled to receive additional stock options as additional compensation on
Employee&#146;s annual reviews based solely on the discretion of the Board of
Directors. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.5
<U>Expenses</U>. Employee shall be entitled to prompt reimbursement, upon
production of original receipts, for all reasonable expenses incurred by
Employee in the performance of his duties hereunder. Employer shall advance
reasonable estimates of such expenses upon request of the Employee. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE IV<BR>
<U>TERMINATION OF EMPLOYMENT</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1
<U>Termination</U>. The Employee&#146;s employment hereunder may be terminated
without any breach of this Agreement only under the following circumstances: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1.1 <U>By Employee</U>. Upon
the occurrence of any of the following events this Agreement may be terminated
by the Employee by written notice to Employer:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
the sale by Employer of substantially all of its assets;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
a decision by Employer to terminate its business and liquidate its
assets;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
the merger or consolidation of Employer with another entity or an agreement to
such a merger or consolidation or any other type of reorganization;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
Employer makes a general assignment for the benefit of creditors, files a
voluntary bankruptcy petition, files a petition or answer seeking a
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any law, there shall have been filed any petition or
application for the involuntary bankruptcy of Employer, or other similar
proceeding, in which an order for relief is entered or which remains undismissed
for a period of thirty days or more, or Employer seeks, consents to, or
acquiesces in the appointment of a trustee, receiver, or liquidator of Employer
or any material party of its assets;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
there are material reductions in Employee&#146;s duties and responsibilities
without his written consent or a demotion from the position of
President;</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
termination by the Company of Employee&#146;s employment with the Company for
any reason other than cause (as defined in Section 4.14 below);</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii)
a five percent reduction in Employee&#146;s base compensation (not including
bonus), other than any such reduction which is part of, and generally consistent
with, a general reduction of salaries; or</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(viii) a material reduction by the Company in the kind or level of employee
benefits (other than salary and bonus) to which Employee is entitled immediately
prior to such reduction with the result that Employee&#146;s overall benefits
package (other than salary and bonus) is substantially reduced (other than any
such reduction applicable to officers of the Company generally).</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1.2 <U>Death</U>. This
Agreement shall terminate upon the death of Employee.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1.3 <U>Disability</U>. The
Employer may terminate this Agreement upon the permanent or temporary disability
of the Employee. Employee shall be considered disabled (whether permanent or
temporary) if: (1) he is disabled as defined in a disability insurance policy
purchased by or for the benefit of the Employee; or (2) if no such policy is in
effect, he is incapacitated to such an extent that he is unable to perform
substantially all of his duties for 30 consecutive days for Employer that he
performed prior to such incapacitation.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1.4 <U>Cause</U>. The Employer
may terminate the Employee&#146;s employment hereunder for Cause. For purposes
of this Agreement, the Employer shall have &#147;Cause&#148; to terminate the
Employee&#146;s employment hereunder upon the following: (1) habitual neglect of
duties or (2) willful breach of duties. The Employer will provide notice of
these and allow Employee 15 days time to cure.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2
<U>Notice of Termination</U>. Any termination of the Employee&#146;s employment
by the Employer or by the Employee (other than termination pursuant to
subsection 4.1.2 above) shall be communicated by written Notice of Termination
to the other party. For purposes of this Agreement, a &#147;Notice of
Termination&#148; 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 employment under the provision so indicated. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3
<U>Date of Termination</U>. &#147;Date of Termination&#148; shall mean (i) if
the Employee&#146;s employment is terminated by his death, the date of his
death; and (ii) if the Employee&#146;s employment is terminated for any other
reason, the date on which a Notice of Termination is received by Employer or
Employee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4
<U>Payment of Salary/Severance Pay Following Termination</U>.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4.1 In the event of temporary
or permanent disability of the Employee as described in subsection 4.1.3 hereof,
Employee shall be entitled to receive all compensation and benefits payable up
to the Date of Termination notwithstanding his temporary or permanent disability
during the 30 day period preceding the Date of Termination; any such payment,
however, shall be reduced by disability insurance benefits, if any, paid to
Employee under policies (other than group policies) for which Employer pays all
premiums and Employee is the beneficiary.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4.2 Following the termination
of this Agreement by the Employer for Cause as provided in subsection 4.1.4
hereof, the Employee shall be entitled only to compensation through the Date of
Termination.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4.3 Following the termination
of this Agreement by the Employer for any reason other than Cause, Death, or the
temporary or permanent disability of Employee, the Employee shall be entitled to
compensation and benefits for twenty-four (24) months following the date of
termination or the remainder of the contract, whichever is less.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5
<U>Remedies</U>. Any termination of this Agreement shall not prejudice any other
remedy to which the Employer or Employee may be entitled, either at law, equity,
or under this Agreement. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE V<BR>
<U>INDEMNIFICATION</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1
<U>Indemnification</U>. To the fullest extent permitted by applicable law,
Employer agrees to indemnify, defend and hold Employee harmless from any and all
claims, actions, costs, expenses, damages and liabilities, including, without
limitation, reasonable attorneys&#146; fees, hereafter or heretofore arising out
of or in connection with activities of Employer or its employees, including
Employee, or other agents in connection with and within the scope of this
Agreement or by reason of the fact that he is or was a director or officer of
Employer or any affiliate of Employer. To the fullest extent permitted by
applicable law, Employer shall advance to Employee expenses of defending any
such action, claim or proceeding. However, Employer shall not indemnify Employee
or defend Employee against, or hold him harmless from any claims, damages,
expenses or liabilities, including attorneys&#146; fees, resulting from the
gross negligence or willful misconduct of Employee to include punitive damage
claims against the Employee. The duty to indemnify shall survive the expiration
or early termination of this Agreement as to any claims based on facts or
conditions which occurred or are alleged to have occurred prior to expiration or
termination. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ARTICLE VI<BR>
<U>GENERAL PROVISIONS</U></FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1
<U>Governing Law</U>. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.2
Arbitration. Any controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be settled by arbitration in the City and
County of Sacramento, California, in accordance with the rules then existing of
the American Arbitration Association. Judgment upon the award may be entered in
any court having jurisdiction thereof. There shall be three arbitrators, one to
be chosen directly by each party at will, and the third arbitrator to be
selected by the two arbitrators so chosen. Each party shall be responsible to
pay the fees of the arbitrator he or she selects, and the fees of the third
arbitrator shall be borne equally by the parties. It is agreed and understood
that this arbitration clause means that each party waives their right to a jury
or bench trial over the controversies or claims mentioned in this paragraph. It
is further understood and agreed that the term &#147;controversy or claim&#148;
as used in this paragraph means any controversy or claim, including breach of
contract, breach of the covenant of good faith and fair dealing, discrimination
claims, harassment claims, claims of fraud, retaliation, whistleblowing, claims
of violations of the Americans With Disabilities Act, Older Workers Protection
Act, and any and all other state and federal laws under which a claim can be
brought by the employee or employer. This provision shall not restrict the right
of either the employee or the employer to seek injunctive relief from a court of
competent jurisdiction. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.3
Entire Agreement. This Agreement supersedes any and all other agreements,
whether oral or in writing, between the parties with respect to the employment
of the Employee by the Employer. Including but not limited to the letter of
resignation required and submitted by the Employee under the terms of the Heng
Fung/Fronteer Funding loan agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.4
Successors and Assigns. This Agreement, all terms and conditions hereunder, and
all remedies arising herefrom, shall inure to the benefit of and be binding upon
Employer, any successor in interest to all or substantially all of the business
and/or assets of Employer, and the heirs, administrators, successors and assigns
of Employee. Except as provided in the preceding sentence, the rights and
obligations of the parties hereto may not be assigned or transferred by either
party without the prior written consent of the other party. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.5
Notices. For purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed as
follows: </FONT></P>

<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If to Employee:
</FONT></TD>
<TD WIDTH=30%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Thomas F. Marcinek<BR>
1008 Morning Glory Court<BR>
El Dorado Hills, California 95762</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=80% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=25%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If to Employer:
</FONT></TD>
<TD WIDTH=30%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Global Med Technologies, Inc.<BR>
12600 W. Colfax Avenue, Suite C-420<BR>
Lakewood, Colorado  80215<BR>
Attn.: Michael  I. Ruxin, Chairman and CEO</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>or to<B> </B>such other
address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.6
<U>Severability</U>. If any provision of this Agreement is prohibited by or is
unlawful or unenforceable under any applicable law of any jurisdiction as to
such jurisdiction, such provision shall be ineffective to the extent of such
prohibition without invalidating the remaining provisions hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.7
<U>Section Headings</U>. The section headings used in this Agreement are for
convenience only and shall not affect the construction of any terms of this
Agreement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.8
<U>Survival of Obligations</U>. Termination of this Agreement for any reason
shall not relieve Employer or Employee of any obligation accruing or arising
prior to such termination. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.9
<U>Amendments</U>. This Agreement may be amended only by written agreement of
both Employer and Employee.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.10
<U>Counterparts</U>. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original but all of which, when taken
together, shall constitute only one legal instrument. This Agreement shall
become effective when copies hereof, when taken together, shall bear the
signatures of both parties hereto. It shall not be necessary in making proof of
this Agreement to produce or account for more than one such counterpart. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>6.11
Fees and Costs</U>. If any action at law or in equity (in civil court or in
arbitration) is necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys fees, costs and
necessary disbursements in addition to any other relief to which that party may
be entitled. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.12
<U>Legal Review</U>. The parties agree that the employee was provided the
opportunity to review this agreement with legal counsel.</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=50%><FONT SIZE=2>
&#147;EMPLOYER&#148;<BR>
<BR>
GLOBAL MED TECHNOLOGIES, INC.<BR>
<BR>
<BR>
By: <U>/s/  Michael I. Ruxin&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;Michael I. Ruxin, M.D., Chairman and CEO<BR>
<BR>
APPROVED<BR>
<BR>
<BR>
By: <U>/s/  Fai H. Chan&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;Fai H. Chan, Director<BR>
<BR>
<BR>
&#147;EMPLOYEE&#148;<BR>
<BR>
<BR>
/s/ <U> Thomas F. Marcinek&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Thomas F. Marcinek</FONT></TD>
</TR>
</TABLE>
<BR>

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<PAGE>
<BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Schedule 2.1<BR>
Duties of Employee</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Employee shall be
responsible for the day to day operations of Wyndgate Technologies as well as
certain policy making decisions impacting day to day operations. Employee will
report to the Chairman and CEO of Global Med Technologies, Inc. </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Schedule 3.3<BR>
Benefits</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employer
shall pay 100 % of the cost of health insurance under Employer&#146;s health
plan for Employee and Employee&#146;s family. Employee also will be entitled to
all paid holidays as customarily are extended to executive employees. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee
will accrue vacation time at the rate of 13.33 hours per month.</FONT></P>


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