The Wall Street Journal redacted the doctor’s name in this consulting agreement because it is a form agreement Health

Diagnostic Laboratory Inc. used for more than one doctor.

CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is hereby entered into by and between Health Diagnostics
Laboratory, Inc., (the “Company”), a Virginia corporation located at 737 N 5th. St., Suite 103, Richmond, VA
23219, and , (“Consultant”) located at

1. Consulting Relationship. During the term of this Agreement, Consultant will provide consulting services
(the “Services”) to the Company as described in Exhibit A attached to this Agreement. Consultant
represents that Consultant is duly licensed (as applicable) and has the qualifications, the experience and
the ability to properly perform the Services.

2. Fees and Expenses. As consideration for the Services to be provided by Consultant, the Company will
pay to Consultant the amounts specified in Exhibit A attached to the Agreement at the times as may be
specified therein. Company will reimburse Consultant for all reasonable expenses incurred on Company’s
behalf. Such expenses will be confirmed by appropriate receipts and submitted in accordance with the
Company’s expense accounting procedure.

3. Term and Termination. Consultant will provide Services to the Company commencing on September 1,
2010 (the “Effective Date”) and this Agreement shall be for a term of one (1) year commencing on the
date hereof, subject to earlier termination by Company or Consultant as provided herein. The term of this
Agreement shall be automatically renewed for additional one (1) year periods on the same terms and
conditions as are set forth herein, unless Company or Consultant shall have given to the other notice of
intent not to renew. Either party may terminate the Agreement (a) at any time upon thirty (30) days’
written notice or (b) in the event of a material breach of the Agreement by the other party that is not cured
within thirty (30) days of written notice to the other party of such a breach.

4. Independent Consultant. Consultant and Company will mutually agree on the scope, method, details and
means of performing Services, including but not limited to the Services described in Exhibit A.
Consultant is an independent contractor and not an employee of the Company and has no authority to
contractually or otherwise bind Company without Company’s prior written permission. Consultant will
have full responsibility for all applicable taxes under this agreement and for compliance with all labor and
employment requirements in connection herewith.

5. Competitors. Consultant represents and warrants that Consultant does not presently, and will not during
the term of this Agreement, perform similar services for any individual or entity whose business or
proposed business directly involves products or services related to those of Health Diagnostic Laboratory,
Inc., including but not limited to the Competing Entities. For the purpose of this agreement, the
“Competing Entities” are Berkeley HeartLab, Inc., Liposcience, Atherotek and Boston Heart Lab, and
such other potential other individuals or entities that may be identified by the Company to the Consultant
from time to time. Consultant will report services for any other potential competing entities not
specifically identified above to the Company so that Company may assess the potential for a conflict of
interest.

6. HIPAA Obligations. Consultant acknowledges that federal regulations relating to the confidentiality of
PHI requires Covered Entities and Business Associates to comply with HIPAA. HIPAA requires HDL to
ensure that Business Associates who receive confidential information in the course of providing services
on behalf of HDL comply with certain HIPAA obligations regarding the confidentiality of PHI.
Accordingly, Consultant shall only use and/or disclose PHI in a manner consistent with this Agreement,
the Privacy Laws, the Security Rules and all other laws relating to the confidentiality of patient
information and only in connection with providing services hereunder.

7. Permitted Uses and Disclosures. In connection with the services provided by Consultant to HDL,
Consultant may not use or disclose PHI received or created pursuant to this Agreement. Consultant shall
maintain appropriate safeguards to ensure that PHI is not used or disclosed other than as provided by this
 Agreement or as required by law.

8. Ownership; Transfer. Any and all Consultant’s ideas, improvements, inventions and works of authorship
conceived, written, created or first reduced to practice in performing Services under this Agreement
(“Inventions”) will be the sole and exclusive property of the Company. Consultant hereby assigns and
agrees to assign to Company all of its right, title and interest in such Inventions. Consultant agrees to
execute all papers and otherwise agrees to assist Company as reasonably required at Company’s
reasonable expense to perfect in Company the rights, title and other interests in Consultant’s work product
expressly granted to Company under this Agreement.

9. Conflicts with this Agreement. Consultant represents and warrants that Consultant is not under any pre-
existing obligation in conflict with or inconsistent with this Agreement and will not enter into any such
agreement during the term of this Agreement. Consultant represents and warrants that Consultant has the
right to disclose and/or use all ideas, processes, techniques and other information, if any, which
Consultant has gained from third parties, and which Consultant discloses to the Company or uses in the
course of performance of the Agreement, without liability to such third parties. Notwithstanding the
foregoing, Consultant agrees that Consultant will not bundle with or incorporate into any deliveries
provided to the Company herewith any third party products, ideas processes, or other techniques, without
the express written prior approval of the Company. Consultant represents and warrants that Consultant
has not granted and will not grant any rights or licenses to any intellectual property or technology that
would conflict with Consultant’s obligations under this Agreement. Consultant will not knowingly
infringe upon any copyright, patient, trade secret or other property right of any former client, employer or
third party in performing Services under this Agreement.

10. Indemnity. Consultant shall indemnify and hold Company harmless from any liability or loss (including
all attorneys fees) resulting from the negligent acts or omissions of Consultant, its agents or employees or
any breach of this Agreement; provided, however, that Consultant shall not hold Company harmless from
claims arising out of the negligence or willful malfeasance of Company, its agents, or employees.
Company shall indemnify and hold Consultant harmless from any liability or loss (including all attorneys
fees) resulting from the negligent acts or omissions of Company, its agents or employees or any breach of
this Agreement; provided, however, that Company shall not hold Consultant harmless from claims arising
out of the negligence or willful malfeasance of Consultant, its agents, or employees.

11. Practice of Medicine. The parties agree and acknowledge that Consultant shall have complete freedom
and control over the provision of all professional services that it and its employees perform. The parties
agree and acknowledge that this Agreement shall not interfere with or inhibit the physician-patient
relationship between Consultant and its patients and (c) this Agreement shall not require or permit any
illegal or unethical division of any physician’s fees.

12. Insurance. Each party represents and warrants that it has access to insurance and other financial resources
adequate to meet any of its reasonably foreseeable obligations under this Agreement, including without
limitation, general liability and property insurance by Customer to cover any damage to the Equipment
while in Customer’s possession.

13. Confidentiality. Each of Company and Consultant (“Receiving Party”) shall use information contained in
this Agreement or received from the other party hereunder solely for the purposes contemplated by this
Agreement and each shall restrict access to this Agreement and to information exchanged hereunder to
personnel within or advisors to its organization who need such access in order to carry out such purposes.
The foregoing restrictions shall not apply to any information that is or becomes publicly available through
no fault of Receiving Party, is already in Receiving Party’s possession, is received by Receiving Party
from a third party who is not under any obligation of confidence to the other party hereunder, or is
independently developed by Receiving Party.

14. Dispute Resolution. Any dispute with respect to this Agreement shall be submitted to binding arbitration
in Richmond, Virginia. Such arbitration shall be conducted under the commercial rules then prevailing of
the American Arbitration Association. Virginia law shall govern any dispute resolution under this
Agreement.

15. Notices. All notices and other communications hereunder shall be in writing, personally delivered or sent
by facsimile, nationally recognized overnight courier, or certified mail, return receipt requested, addressed
 by facsimile, nationally recognized overnight courier, or certified mail, return receipt requested, addressed
to the other party at its respective address stated above or at such other address as such party shall from
time to time designate in writing to the other party, and shall be effective from the date of receipt.

16. Entire Agreement. This Agreement (together with all exhibits hereto) contains the entire understanding
between the parties, and supersedes all prior negotiations, agreements and understandings between them,
whether oral or in writing, concerning the subject matter hereof. No modification or waiver of any terms
of this Agreement shall be effective unless made in writing and executed by both parties with the same
formality as this Agreement. If any provision of this Agreement is later held to be invalid or
unenforceable by a court having jurisdiction to do so, all other provisions of this Agreement shall
nevertheless continue in full force and effect. The terms of any purchase order, invoice or similar
document used to implement this Agreement shall not modify this Agreement and shall be subject to the
terms of this Agreement.

17. Execution. This Agreement will not be considered valid until all signatures indicated on the signature
page hereof have been affixed.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above
written.

Health Diagnostic __ __________

Laboratory, Inc..

By: _______________________________ By: ___________________________________

​
Title: __Pres & CEO_________________ Title: ____Physician______________________

Date: ___9-4-10______________________ Date: _____9-4-10________________________

EXHIBIT A

Services:

• Review of Patient and Physician targeted Marketing Materials

• Participate in our Medical Advisory Board Meetings and Activities
• Participate in discussions for continual quality improvement of our laboratory services, reports,
support materials and other collateral that support HDL’s core activities
• Participate in periodic conference calls with a duration of approximately 60 minutes at a
mutually agreed upon time
• Review case studies for the purpose of education and mutually understanding
• Support the population studies for the purpose of determining both clinical and economic
outcomes of the HDL business model

Fees:

• Monthly fee of $3,000

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