8-K

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 17, 2008

GENMED HOLDING CORP.

(Exact name of registrant as specified in its charter)

NEVADA	000-26607	88-0390828
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Rontgenlaan 27, 2719 DX Zoetermeer, Holland	2719 DX
(Address of principal executive offices)	(Zip Code)

 Registrant's telephone number, including area code: 011-31-793-630-129

Satellite Newspapers Corp. .

(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:  

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

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))

Section 1 - Registrant’s Business and Operations

ITEM 1.01 Entry into a Material Definitive Agreement.

Stock Exchange Agreement

On April 17, 2008, Genmed Holding Corp. ("Genmed," or the “Company”) entered into a Stock Exchange Agreement (the "Stock Exchange Agreement") with Joost de Metz (“de Metz”), Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and Medical Network Holding BV (“MNH,” and collectively with de Metz, Blijlevens and Bouwens, the “Shareholders”). The Shareholders were holders of 100% of the outstanding capital stock of Genmed BV (“GMBV”), a company organized in The Netherlands.

Pursuant to the Stock Exchange Agreement, Genmed agreed to purchase from the Shareholders 18,000 restricted shares of the registered and outstanding capital stock of GMBV (the “GMBV Shares”), representing 100% of its outstanding capital stock, for a purchase price equal to 48,000,000 shares of restricted common stock of Genmed and warrants to purchase 24,000,000 shares of restricted common stock of GenMed at an exercise price of $0.10 per share.

All of the securities of Genmed are restricted shares, and shall bear appropriate restrictive legends. The securities of Genmed were issued as follows: 

Shareholder	Common Stock	Warrants to Purchase Shares of Common Stock
Erwin R. Bouwens	30,000,000 shares	15,000,000 shares
Medical Network Holding BV	6,000,000 shares	3,000,000 shares
Joost de Metz	6,000,000 shares	3,000,000 shares
Willem Blijleven	6,000,000 shares	3,000,000 shares
	48,000,000 shares	24,000,000 shares

General Release and Settlement Agreement

On April 17, 2008, the Company entered into a General Release and Settlement Agreement (the "General Release Agreement") with Total Look, B.V. (“Total Look”), London Finance Group, Ltd., a California corporation (“LFG”), Dojo Enterprises, LLC, a Nevada limited liability company (“Dojo”), Hyperion Fund, L.P., a Colorado limited partnership (“Hyperion”), The Palisades Capital, LLC 401(k) Profit Sharing Trust (“Palisades”), The Morpheus 2005 Trust dated December 1, 2005 (“Morpheus”), Burton Partners, LLC (“Burton”), Picasso, LLC (“Picasso”) and Glacier, LLC (“Glacier,” and, together with Total Look, LFG, Dojo, Hyperion, Palisades, Morpheus, Burton and Picasso, the “Preferred Shareholders”)to settle all accounts and disputes between the parties and to avoid the expense and delay of litigation.

Pursuant to the General Release Agreement, the Company issued to the Preferred Shareholders 75,000,000 shares of its restricted common stock, and 39,000,000 warrants to purchase shares of common stock of the Company at a purchase price of $0.10 per share. Such shares of common stock of the Company and warrants to purchase shares of common stock of the Company were issued as follows:

Shareholder	Common Stock		Warrants to Purchase Shares of Common Stock
Total Look		49,500,000		26,250,000
London Finance Group, Ltd.		3,060,000		1,530,000
Dojo Enterprises, Ltd.		2,040,000		1,020,000
Hyperion Fund, L.P.		2,720,000		1,360,000
Palisades		2,720,000		1,360,000
Morpheus		2,720,000		1,360,000
Burton Partners, LLC		4,080,000		2,040,000
Picasso, LLC		4,080,000		2,040,000
Glacier, LLC		4,080,000		2,040,000

The Preferred Shareholders collectively own 2,179,533 shares of Class A Convertible Preferred Stock of the Company, which equals 100% of the outstanding preferred shares of stock of the Company. Pursuant to the General Release Agreement, all of the outstanding preferred shares of the Company will be cancelled upon the issue of the common stock and warrants described herein to the Preferred Shareholders.

Consulting Agreements

On April 17, 2008, the Company, entered into a Consulting Agreement with London Finance Group, Ltd. (“London”). Pursuant to such Consulting Agreement London will consult with the Company on achieving Company objectives including merging with other businesses, disposing of businesses or assets, entering into strategic relationships, entering into investment banking relationships, and in securing valuable management consulting to assist the Company in its operations, strategy and in its negotiations with vendors, customers and strategic partners. The Consulting agreement commenced on April 17, 2008 and will terminate no earlier than April 17, 2011. London will receive an initial payment of $65,000 upon execution of the Consulting Agreement, $20,000 per month for the length of the Consulting Agreement, and 2,400,000 shares of restricted common stock of the Company as compensation for its consulting services.

Also on April 17, 2008, the Company entered into a Consulting Agreement with Total Look B.V. (“Total Look”), a company organized in The Netherlands. Pursuant to such Consulting Agreement, Total Look will consult with the Company on finding, analyzing, structuring and negotiating sales and marketing agreements, alliances and other desirable projects with regard to the Company’s sales of its generic pharmaceutical products. The Consulting agreement commenced on April 17, 2008 and will terminate no earlier than April 17, 2011. Total Look will receive an initial payment of $40,000 upon execution of the Consulting Agreement, $20,000 per month for the length of the Consulting Agreement, and two and one-half percent (2.5%) of the total revenues from all sales and other revenues actually received by the Company, until such time as Total Look has received a total of $3,000,000, as compensation for its consulting services.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of  Certain Officers.

Mr. Roy Piceni resigned from his position as Chief Executive Officer and director of Genmed Holding Corp. (the “Company”) on April 17, 2008.

The Board of Directors appointed Mr. Erwin R. Bouwens as the Chief Executive Officer, President, and director of the Company on April 17, 2008. Mr. Bouwens is an entrepreneur who owns six restaurants and more than forty buildings and apartments through E.R. Bouwens Holding B.V. In the year 2000, Mr. Bouwens began De Witte Raaf, an occupational health care services company organized in The Netherlands, and in 1999, Mr. Bouwens began Medical Network Holding B.V. Mr. Bouwens maintains a majority interest in De Witte Raaf and Medical Network Holding B.V. In 1981, Mr. Bouwens completed his technical education in building and water projects.
 

Mr. Randy Hibma, who has served as the Company’s Chief Financial Officer since 2004, will remain as the Company’s Chief Financial Officer and was appointed to serve as Vice President and Secretary of the Company on April 17, 2008.

Section 9 - Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits.

Exhibits	9.1	General Release and Settlement Agreement
	9.2	Stock Exchange Agreement between GenMed and Joost de Metz (“de Metz”), Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and Medical Network Holding BV dated April 17, 2008.
	9.3	Consulting Agreement between the Company and London Finance Group, Ltd.
	9.4	Consulting Agreement between the Company and Total Look B.V.

SIGNATURE

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 hereunto duly authorized.

	Genmed Holding Corp.
Date: May 1, 2008	By:	/s/ Randy Hibma
		Randy Hibma, Vice President and Chief Financial Officer

EX-9.1

Exhibit 9.1

GENERAL RELEASE AND SETTLEMENT AGREEMENT

THIS GENERAL RELEASE AND SETTLEMENT AGREEMENT (this “Agreement”) is dated as of April 17, 2008, by and between Total Look, BV (“Total Look”), London Finance Group, Ltd., a California corporation (“LFG”), Dojo Enterprises, LLC, a Nevada limited liability company (“Dojo”), Hyperion Fund, L.P., a Colorado limited partnership (“Hyperion”), The Palisades Capital, LLC 401(k) Profit Sharing Trust (“Palisades”), The Morpheus 2005 Trust dated December 1, 2005 (“Morpheus”), Burton Partners, LLC (“Burton”), Picasso, LLC (“Picasso”) and Glacier, LLC (“Glacier,” and, together with Total Look, LFG, Dojo, Hyperion, Palisades, Morpheus, Burton and Picasso, the “Preferred Shareholders”), or their respective assignees and GenMed Holding Corp., a Nevada corporation (the “Company”).

Recitals

WHEREAS, the Preferred Shareholders collectively hold 2,179,533 shares of the Company’s Class A Convertible Preferred Stock (the “Preferred Stock”);

WHEREAS, the Company has requested that the Preferred Shareholders exchange their Preferred Stock for Seventy-Five Million (75,000,000) shares of the Company’s common stock and Thirty-Nine Million (39,000,000) $0.10 warrants to purchase common stock, and the Preferred Shareholders have agreed to such transaction; and

WHEREAS, Total Look, the Preferred Shareholders and the Company now desire to execute this Agreement to settle all accounts and disputes as provided herein to avoid the expense and delay of litigation.

Agreement

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereby agree as follows:

1.   Releases

(a)Company, for itself and its past, present and future administrators, affiliates, agents, assigns, attorneys, directors, employees, executors, heirs, insurers, officers, managers, parents, partners, predecessors, representatives, servants, shareholders, subpartners, subsidiaries, successors, transferees, underwriters, clients, customers, and all persons acting by, through, under or in concert with any of them, and each of them, hereby releases and discharges (i) each Preferred Shareholder and each of their respective past, present and future administrators, affiliates, agents, assigns, attorneys, directors, employees, executors, heirs, insurers, officers, managers, parents, partners, predecessors, representatives, servants, shareholders, subpartners, subsidiaries, successors, transferees, underwriters, clients and customers and each of them; and (ii) each of their respective past, present and future administrators, affiliates, agents, assigns, attorneys, directors, employees, executors, heirs, insurers, officers, managers, parents, partners, predecessors, representatives, servants, shareholders, subpartners, subsidiaries, successors, transferees, underwriters, clients and customers, and each of them; and (iii) all persons acting by, through, under or in concert with any of them, of and from any and all actions, causes of action (including causes of action for tortious conduct, fraud, fraudulent inducement or otherwise), claims, costs, damages, debts, demands, expenses, liabilities, losses and obligations of every nature, character and description, known or unknown, suspected or unsuspected, actual or contingent, which the releasing party now owns or holds, or has at any time heretofore owned or held, or may at any time hereafter own or hold, by reason of any matter, cause or thing whatsoever incurred, done, omitted or suffered to be done arising out of, or which may hereafter be claimed to arise out of, related to or in any way directly or indirectly connected with any fact, circumstance or event existing on or prior to the date hereof (all such released or discharged items, collectively, “Released Claims”).

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2.   Conversion and Exchange of Preferred Stock.

The Company hereby agrees to cancel all outstanding shares of its Class A Preferred Stock, and shall issue to the Preferred Shareholders Seventy-Five Million (75,000,000) shares of its common stock, and warrants to purchase Thirty-Nine Million (39,000,000) shares of common stock of the Company at a purchase price of $0.10 per share. The common stock and warrants shall be issued pro-rata in proportion to the number of shares of Preferred Stock held by each Preferred Shareholder.

3.   Representations and Covenants

(a)Each of the Parties acknowledges that there is a risk that subsequent to the execution of this Agreement, one or more Parties will incur or suffer loss, damages or injuries which are in some way caused by or related to the Released Claims, but which are unknown and unanticipated at the time this Agreement is signed. All parties do hereby assume the above-mentioned risk and understand that this Agreement SHALL APPLY TO ALL UNKNOWN OR UNANTICIPATED RESULTS OF THE TRANSACTIONS AND OCCURRENCES DESCRIBED ABOVE, AS WELL AS THOSE KNOWN AND ANTICIPATED, each of the Parties acknowledges in executing the releases (the “Releases”) contained in this Agreement, that each does so with full knowledge of any and all rights and benefits that each might otherwise have had under California Civil Code Section 1542, and each, upon the advice of counsel, hereby waives and relinquishes any and all such rights and benefits. Each of the Parties acknowledges and agrees that this waiver is an essential and material term hereof, without which this Agreement (including, without limitation, the Releases) would not have been entered into. Section 1542 reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.”

Each of the Parties certifies that it has read the foregoing recitation of Section 1542 and understands the meaning of such section and such fact is indicated by the signing of such Party’s initials hereto:

_____________

Company's

Initials

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Each of the Parties further acknowledges that each may hereafter discover facts different from or in addition to those known or believed to be true with respect to the Released Claims. Each of the Parties agrees that the Releases shall be and shall remain effective in all respects, notwithstanding any such different or additional facts, or any facts which are intentionally concealed from either party by the other. In this regard, and without limitation, each of the Parties declares that it realizes that it may have damages it presently knows nothing about and that, as to them, they have been released pursuant to the Releases. Each of the Parties further declares that it understands that the parties being released would not have agreed to compromise their respective claims if the Releases did not cover damages and their results which may not yet have manifested themselves or which may be unknown or not anticipated at the present time.

(b)The Releases shall not be deemed an admission by any of the Parties of any sort. No right shall inure to any third party (other than third parties described in subparagraphs (a) or (b) above) from the obligations, representations and agreements made or reflected herein.

(c)Each of the Parties represents and warrants that it alone is the owner of the Released Claims, that it has not heretofore assigned or transferred, nor purported to assign or transfer to any third party, and is not aware of any third party, who might assert some interest in any of the Released Claims. Each Party further agrees to indemnify, defend and hold harmless the other from all liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred by the other Party as a result of any third party asserting any such assignment or transfer of any such interest, right or claim.

(d)Each of the Parties represents and warrants that none of the Released Claims is subject to any purported or actual lien, security interest, encumbrance or other contractual right of any third party. Each Party further agrees to indemnify, defend and hold harmless the other from all liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred by the other Party as a result of any third party asserting the existence of any of the foregoing.

(e)Each of the Parties acknowledges that it has read this Agreement, has been, or has had the opportunity to be, represented by independent counsel of their own choice in connection with the circumstances leading up to the execution of the Releases, understands the terms, conditions and consequences of the Releases, and is freely and voluntarily entering into the Releases.

4.By execution of this Release, each releasing party represents and warrants to the released party that no Claim that he, she or it has, had, might have or might have had in the past against any person or entity released hereby, has previously been conveyed, assigned, or in any manner transferred, in whole or in part, to any third party. Each releasing party expressly represents and warrants to the other that he, she or it has full authority to enter into this Release and to release any and all Claims he, she or it now has, had, might have or might have had in the past against each person or entity released hereby.

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5.It is expressly understood and agreed that the terms of this Agreement are contractual and not merely recitations and that the agreements herein contained are to compromise doubtful and disputed Claims, avoid litigation, and buy peace and that no releases or other consideration given shall be construed as an admission of liability, all liability being expressly denied by each released party hereto.

6.It is further understood and agreed that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter hereof. No oral understandings, statements, representations, warranties, promises, or inducements contrary to the terms of this Agreement or otherwise not contained in this Agreement exist. This Agreement cannot be changed or terminated except in writing signed by all parties hereto. The rights, duties and obligations of the Parties under this Agreement shall operate independently of any other relationship, contractual or otherwise, between the Parties.

7.This Agreement shall be construed in all respects in accordance with the internal laws of the State of California applicable to agreements made and to be performed entirely within California. Any dispute which relates to the subject matter hereof, or arises herefrom, shall be resolved in Santa Monica, California.

8.By execution of this Agreement, each Releasor warrants and represents that he understands that this is a full, final, and complete settlement with each party released hereby of all known and unknown Claims. The Releases are not conditioned upon the occurrence or nonoccurrence of any event or the granting of any consent or approval or related to or dependent upon any other event or any agreement or business transaction between the Parties.

9.This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, successors, representatives, assigns, affiliates, agents, shareholders, directors, employees and attorneys, past and present, and each of them.

10.If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. This Agreement and all transactions contemplated hereby shall be governed by, construed and enforced in accordance with the laws of the State of California. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. The parties agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in the State of California, city of Santa Monica.

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11.This Agreement may be signed in one or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. If this Agreement is executed in counterparts, then each Party shall execute sufficient counterpart signature pages for each Party, ultimately, to be provided with an originally executed counterpart signature page from each Party.

12.Each gender shall include the other genders whenever the context may require in this Agreement.

13.Each of the individuals whose signature appears below hereby represents and warrants that he or she has actual authority to enter into this Agreement on behalf of the entity on whose behalf he or she signs this Agreement and does so to the fullest extent of his or her authority, whether as an individual, officer, director, shareholder, partner, joint venturer or otherwise.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of the dates set forth beneath the undersigned's respective signatures below.

GenMed Holding Corp. By: /s/Roy Piceni Name: Roy Piceni Title: CEO
TOTAL LOOK BV By: /s/ G.M.W. Hibma Name: G.M.W. Hibma	London Finance Group, Ltd. By: /s/ Signature on file  Name: Title:
London Finance Group, Ltd. By: /s/ Signature on file  Name: Title:	Dojo Enterprises, LLC By: /s/ Signature on file  Name: Title:
Hyperion Fund, L.P. By: /s/ Signature on file  Name: Title:	Palisades Capital, LLC 401(k) Profit Sharing Trust By: /s/ Signature on file  Name: Title:
Morpheus 2005 Trust dated 12/1/05 By: /s/ Signature on file  Name: Title:	Burton Partners, LLC By: /s/ Signature on file  Name: Title:
Picasso, LLC By: /s/ Signature on file  Name: Title:	Glacier, LLC By: /s/ Signature on file  Name: Title:

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EX-9.2

Exhibit 9.2

STOCK EXCHANGE AGREEMENT

This STOCK EXCHANGE AGREEMENT (this “Agreement”) is dated as of April 17, 2008, by and among GenMed Holding Corp., a Nevada corporation (“GenMed”) and Joost de Metz (“de Metz”), Willem Blijleven (“Blijleven”), Erwin R. Bouwens (“Bouwens”) and Medical Network Holdings BV (“MNH,” and, collectively with de Metz, Blijleven and Bouwens, the “Shareholders”).

WHEREAS, the Shareholders are holders of 100% of the outstanding capital shares of GenMed BV, a Dutch company (“GMBV”);

WHEREAS, the Shareholders wish to sell, and GenMed wishes to purchase, 100% of the outstanding capital shares of the Company as set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF COMPANY STOCK

Section 1.1 Exchange of Stock. Subject to the terms and conditions herein stated, GenMed hereby agrees to purchase from the Shareholders, and the Shareholders hereby agree to sell to GenMed, 18,000 shares (the “GMBV Shares”) of the registered capital stock of GMBV, for a purchase price equal to Forty-Eight Million (48,000,000) shares of the common stock of GenMed, and Twenty-Four Million (24,000,000) warrants to purchase shares of the common stock of GenMed at an exercise price of $0.10 per share (together, the “GenMed Shares,” and, together with the GMBV Shares, the “Securities”). All of the Securities shall be restricted shares, and shall bear appropriate legends as required by law. The securities shall be issued as follows:

Shareholder	Common Stock		Warrants
Medical Network Holding BV		6,000,000		3,000,000
Joost de Metz		6,000,000		3,000,000
Willem Blijleven		6,000,000		3,000,000
Erwin R. Bouwens		30,000,000		15,000,000

Section 1.2 Exchange. On the Closing Date, the Shareholders shall deliver to GenMed a certificate, registered in the name of GenMed, representing 18,000 of registered capital shares of GMBV, and GenMed shall deliver to the Shareholders certificates, registered in the name of the Shareholders, representing 48,000,000 shares GenMed common stock.

Section 1.3 Closing. The closing of the transactions referred to in Section 1.1 hereof (the “Closing”) shall take place as of the date hereof, or at such other time as the parties may agree upon. Such time and date are herein referred to as the “Closing Date.”

ARTICLE II

REPRESENTATIONS OF MATECH

GenMed represents and warrants to the Shareholders as follows:

Section 2.1 GenMed Shares. All of the shares of capital stock of GenMed have been duly authorized. The GenMed Shares are free and clear of any liens or encumbrances of any type or nature whatsoever, and GenMed has full right, power and authority to exchange the GenMed Shares for GMBV shares without qualification.

Section 2.2. Corporate Status. GenMed is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and is licensed or qualified as a foreign corporation in all states in which the nature of their respective businesses or the character or ownership of their respective properties makes such licensing or qualification necessary.

Section 2.3 Authorization and Validity of Agreement. GenMed has full power and authority (corporate or otherwise) to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by GenMed and, assuming the due execution of this Agreement by the Shareholders, is a valid and binding obligation of GenMed, enforceable against GenMed in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

Section 2.4 Consents and Approvals; No Violations. The execution and delivery of this Agreement by GenMed and the consummation by GenMed of the exchange of the Securities as contemplated herein and the other transactions contemplated hereby (a) will not violate the provisions of the Articles of Incorporation or bylaws of GenMed, (b) will not violate any statute, rule, regulation, order or decree of any public body or authority by which GenMed is bound or by which any of their respective properties or assets are bound, and (c) will not result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any encumbrance upon any of the properties or assets of GenMed under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which GenMed is a party, or by which they or any of its properties or assets may be bound.

ARTICLE III

REPRESENTATIONS OF THE SHAREHOLDERS

The Shareholders represents and warrants to GenMed as follows:

Section 3.1 GMBV Shares. All of the shares of capital stock of GMBV have been duly authorized. The GMBV Shares are free and clear of any liens or encumbrances of any type or nature whatsoever, and GMBV has full right, power and authority to exchange the GMBV Shares for GenMed shares without qualification. There are a total of 18,000 registered shares of GMBV, and such shares represent 100% of the outstanding capital stock of GMBV.

Section 3.2. Corporate Status. GMBV is a corporation duly incorporated, validly existing and in good standing under the laws of Holland and is licensed or qualified as a foreign corporation in all states in which the nature of their respective businesses or the character or ownership of their respective properties makes such licensing or qualification necessary.

Section 3.3 Authorization and Validity of Agreement. The Shareholders have full power and authority (corporate or otherwise) to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by The Shareholders and, assuming the due execution of this Agreement by The Shareholders, is a valid and binding obligation of The Shareholders, enforceable against The Shareholders in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

Section 3.4 Consents and Approvals; No Violations. The execution and delivery of this Agreement by the Shareholders and the consummation by the Shareholders of the exchange of the Securities as contemplated herein and the other transactions contemplated hereby (a) will not violate the provisions of the Articles of Incorporation or bylaws of GMBV, (b) will not violate any statute, rule, regulation, order or decree of any public body or authority by which the Shareholders are bound or by which any of their respective properties or assets are bound, and (c) will not result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any encumbrance upon any of the properties or assets of the Shareholders under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which the Shareholders are a party, or by which they or any of its properties or assets may be bound.

ARTICLE IV

INVESTMENT AND PURCHASER REPRESENTATIONS

Section 4.1. Investment Representations. Each of GenMed and the Shareholders (each, a “Purchaser” and herein referred to as “Purchaser,” of the Issuer’s shares, and the Issuer herein being referred to as “the “Company”) hereby represents and warrants to the other that:

(a)Purchaser has such knowledge and experience in financial and business matters so as to be capable of evaluating and understanding, and has evaluated and understood, the merits and risks of an investment in the Company and the acquisition of securities of the Company, and Purchaser has been given the opportunity to (i) obtain information and to examine all documents relating to the Company and the Company’s business, to (ii) ask questions of, and to receive answers from, the Company concerning the Company, the Company’s business and the terms and conditions of an investment in the Company, and to (iii) obtain any additional information, to the extent the Company possesses such information or could acquire such information without unreasonable effort or expense, necessary to verify the accuracy of any information previously furnished. All such questions have been answered to Purchaser’s full satisfaction, and all information and documents, records and books pertaining to an investment in the Company which Purchaser has requested have been made available to Purchaser.

(b)Purchaser is able to bear the substantial economic risks of Purchaser’s investment in the Company and the purchase of securities of the Company in that, among other factors, Purchaser can afford to hold securities of the Company for an indefinite period and can afford a complete loss of Purchaser’s investment in the Company.

(c)No material adverse change in Purchaser’s financial condition has taken place during the past twelve (12) months, and Purchaser will have sufficient liquidity with respect to Purchaser’s net worth for an adequate period of time to provide for Purchaser’s needs and contingencies.

(d)Purchaser is relying on the representations and warranties contained herein, and on the information provided by the Company with respect to an investment in the Company and the acquisition of securities of the Company, and has neither received nor relied on any communication from any person or party other than the Company with respect to the Shares of such Company.

(e)Purchaser recognizes that investments in the Company involve substantial risks in that, among other factors: (i) successful operation of the Company depends on factors beyond the control of the Company; (ii) an investment in the Company is a speculative investment and involves a high degree of risk of loss; (iii) the Company is engaged in an industry which is highly competitive and subject to substantial risks relating to rapid technological change, fierce competition, uncertain markets and an uncertain customer base; (iv) retention of key employees is critical to the Company’s business; (v) the Company has a limited amount of working capital available to it; and (vi) there may be no liquid and significant public market for securities of the Company acquired by Purchaser hereunder and, accordingly, it may not be possible to liquidate an investment in the Company in case of immediate need of funds or any other emergency, if at all. Purchaser has taken full cognizance of, and understands, such risks and has obtained sufficient information to evaluate the merits and risks of an investment in the Company and the acquisition of securities of the Company.

(f)Purchaser confirms that none of the Company’s officers nor any of the Company’s agents have made any warranties concerning an investment in the Company, including, without limitation, any warranties concerning anticipated financial results, or the likelihood of success of the operations, of the Company, other than those representations and warranties contained in this Agreement.

(g)Securities of the Company are acquired by Purchaser for Purchaser’s own account, for investment and not with a view to, or in connection with, any public offering or distribution of the same and without any present intention to sell the same at any particular event or circumstances. Purchaser has no agreement or other arrangement with any person to sell, transfer or pledge any part of securities of the Company which would guarantee Purchaser any profit or provide any guarantee to Purchaser against any loss with respect to securities of the Company.

(h)Purchaser understands that no federal, state or other governmental agency of the United States or any other territory or nation has passed on or made any recommendation or endorsement of an investment in securities of the Company.

(i)Purchaser understands that securities of the Company have not been registered under the United States Securities Act of 1933, as amended (the “Act”) or applicable state or other securities laws, and securities of the Company are offered and sold under an exemption from registration provided by such laws and the rules and regulations thereunder; further, Purchaser understands that the Company is under no obligation to register securities of the Company or to comply with any applicable exemption under any applicable securities laws with respect to securities of the Company. Purchaser must bear the economic risks of an investment in the Company for an indefinite period of time because it is not anticipated that there will be any market for securities of the Company and because securities of the Company cannot be resold unless subsequently registered under applicable securities laws or unless an exemption from such registration is available. Purchaser also understands that the exemption provided by Rule 144 under the Act may not be available because of the conditions and limitations of such Rule, and that in the absence of the availability of such Rule, any disposition by Purchaser of any portion of securities of the Company may require compliance with some other exemption under the Act.

(j)Purchaser has been informed that legends referring to the restrictions indicated herein are placed on the certificate(s) evidencing securities of the Company held by Purchaser.

(k)Purchaser agrees that the foregoing representations and warranties will survive the sale of securities of the Company to Purchaser, as well as any investigation made by any party relying on same.

ARTICLE V

SURVIVAL OF REPRESENTATIONS

Section 5.1 Survival. The representations and warranties of Articles III and IV shall survive the termination of this Agreement for a period of two years.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Expenses. Except as otherwise provided in this Agreement, each party to this Agreement will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated herein. If this Agreement is terminated, the obligation of each party to pay its own fees and expenses will be subject to any rights of such party arising from a breach of this Agreement by another party.

Section 6.2 Waiver; Remedies Cumulative. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

Section 6.3 Entire Agreement and Modification. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter, and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by the party to be charged with the amendment.

Section 6.4 Assignments, Successors and No Third-Party Rights. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section.

Section 6.5 Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

Section 6.6 Construction. The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Articles” and “Sections” refer to the corresponding Articles and Sections of this Agreement.

Section 6.7 Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

Section 6.8 Notices. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment, so long as such facsimile or e-mail is followed by a copy sent by mail; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, to such address, facsimile number, e-mail address or person as a party may designate by notice to the other parties).

Section 6.9 Governing Law; Consent to Jurisdiction. (a) The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of California applicable to contracts made and to be performed entirely within the State of California.

(b) Any proceeding, action, litigation or claim (a “Proceeding”) arising out of or relating to this Agreement or any of the transactions contemplated herein may be brought in the courts of the State of California, County of Los Angeles, City of Santa Monica, or, if it has or can acquire jurisdiction, in the United States District Court for the Central District of California, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court and agrees not to bring any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated herein in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Each party hereto hereby consents to process being served in any such action or proceeding by the mailing of a copy thereof to the address set forth opposite its name below and agrees that such service upon receipt shall constitute good and sufficient service of process or notice thereof. Nothing in this paragraph shall affect or eliminate any right to serve process in any other manner permitted by law.

Section 6.10 WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. TO THE EXTENT THIS JURY WAIVER IS NOT ENFORCEABLE, THEN ANY DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE RESOLVED BY BINDING ARBITRATION CONDUCTED IN SANTA MONICA, CALIFORNIA UNDER THE JAMS ARBITRATION RULES.

Section 6.11 Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

IN WITNESS WHEREOF, each of the parties have caused this Stock Exchange Agreement to be executed all as of the day and year first above written.

GenMed Holding Corp. By: /s/ Roy Piceni        Name:        Title: Willem Blijleven /s/ William Blijleven Willem Blijleven	Medical Network Holding BV By: /s/ Erwin R. Bouwens        Name:        Title:
Joost de Metz /s/ Joost de Metz Joost de Metz Erwin R. Bouwens /s/ Erwin R. Bouwens Erwin R. Bouwens

EX-9.3

EX-9.4

Exhibit 9.4

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is entered into as of April 17, 2008, by and between GenMed Holding Corp., a Nevada corporation (the “Company”), and Total Look BV (“Consultant”).

WHEREAS, the Company desires to enter into strategic relationships, and/or enter into distribution relationships, and to secure valuable sales agreements to assist the Company in its sales of its generic pharmaceutical products (the “Company Objectives”);

WHEREAS, the Company recognizes that the Consultant can contribute to finding, analyzing, structuring and negotiating sales and marketing agreements, alliances and other desirable projects, including the Company Objectives, which contribution is of great value to the Company and its shareholders;

WHEREAS, the Company believes it to be important both to the future prosperity of the Company Objectives and to the Company’s general interest to retain Consultant, on a non-exclusive basis, and have Consultant available to the Company for consulting services in the manner and subject to the terms, covenants, and conditions set forth herein;

WHEREAS, in order to accomplish the foregoing, the Company and Consultant desire to enter into this Agreement, effective as of April 17, 2008, to provide certain assurances as set forth herein.

NOW THEREFORE, in view of the foregoing and in consideration of the premises and mutual representations, warranties, covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Retention. The Company hereby retains the Consultant during the Consulting Period (as defined in Section 2 below), and Consultant hereby agrees to be so retained by the Company, all subject to the terms and provisions of this Agreement.

2. Consulting Period. The Consulting Period shall commence on April 17, 2008 and terminate no earlier than April 17, 2011. After April 17, 2011, either party may terminate this agreement upon at least 90 days prior written notice.

3. Duties of Consultant. During the Consulting Period, the Consultant shall use its reasonable and best efforts to perform those actions and responsibilities necessary to assist the Company with achieving the Company Objectives, as instructed by the Company from time to time, including (i) identifying, analyzing, structuring and/or negotiating sales, marketing, distribution and other agreements relating to the sale of the Company’s products, (ii) assist the Company in its sales and marketing strategies, (iii) assist the Company in the implementation of its business plan and marketing plans, (iv) assist the Company in the negotiation, documentation and closing of strategic alliances, and agreements for the sale of the Company’s products, in each case as requested by the Company (the “Services”). If the Company, in its sole and absolute discretion, determines to undertake one or more transactions described above, the Company shall use its best efforts to provide all necessary support required in order to properly service such customers. Consultant shall render such Services diligently and to the best of its ability. The Company may engage such other consultants, investment bankers or other advisers with respect to the activities set forth in the immediately preceding sentence as the Company shall deem appropriate in its sole and absolute discretion, and Consultant shall not be entitled to any fees or commissions arising out of the activities of such other consultants, investment bankers or other advisors.

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4. Other Activities of Consultant. The Company recognizes that Consultant shall perform and be compensated for only those services that are reasonably required to accomplish the goals and objectives set forth herein, and that Consultant shall provide services to other businesses and entities other than the Company. Consultant shall be free to directly or indirectly own, manage, operate, join, purchase, organize or take preparatory steps for the organization of, build, control, finance, acquire, lease or invest or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, manager, agent, representative, associate, consultant, investor, advisor or otherwise with (collectively, be “Affiliated” with), any business or enterprise, or permit its name or any part thereof to be used in connection with any business or enterprise, engaged in any businesses, provided however, that Consultant shall not become Affiliated with any business that competes with the Company, or otherwise engages in the pharmaceutical industry, during the term of this agreement and for one year following its termination. Consultant shall not be deemed to be a fiduciary of the Company, or to have any fiduciary duties whatsoever to the Company. The Consultant may provide consulting services to, or be affiliated with, or participate with, any third party who does business with, or invests in or lends to the Company, and there shall be no fiduciary obligation on the part of the Consultant.

5. Compensation. In consideration for Consultant entering into this Agreement and the Services provided hereunder, the Company shall compensate Consultant as follows:

a. Retainer. The Company shall pay to Consultant the sum of Forty Thousand Dollars ($40,000) upon execution of this Agreement. The Company shall pay to Consultant a monthly retainer in the amount of Twenty Thousand Dollars ($20,000) per month, due and payable on the first day of each month commencing May 1, 2008.

b. Percentage of Sales:

i.   Up to 2.1 Million Euros. The Company shall pay to Consultant an amount equal to Two and One-Half Percent (2.5%) of the total revenues actually received by the Company, until such time as the Consultant has received a total of Three Million Dollars ($3,000,000) in compensation under this Paragraph 5(b)(i). Such fee shall be paid in cash, as and when revenues are received by the Company, for all sales of the Company’s products and any other revenues, regardless of the source of such revenues and regardless of whether or not Consultant identified, introduced or otherwise assisted the Company in obtaining or earning such revenues.

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ii.   Excess. Once the Consultant has received total compensation of Three Million Dollars ($3,000,000) under Paragraph 5(b)(i) above, the Company shall pay to Consultant an amount equal to One Percent (1%) of the gross revenues actually received by the Company after such time. Such fee shall be paid in cash, as and when revenues are received by the Company, for all sales of the Company’s products or any other source.

iii.   Survival. The compensation set forth in this Section 5(b) shall survive the termination of this Agreement for a period of seven years from the date of such termination.

c.   Expenses. The Company shall pay all reasonable expenses incurred during the Consulting Period by the Consultant for business purposes related to or in furtherance of the goals and objectives of the Company and/or the provision of the Services (collectively, “Company Purposes”), including, without limitation, expenses incurred with respect to the Consultant’s travel (including first class travel for flights of greater than two hour duration), meals, entertainment, lodging and other customary and reasonable expenses for Company Purposes. The Company shall pay such expenses directly, or, upon submission of bills, receipts and/or vouchers by the Consultant, by direct reimbursement to the Consultant.

6.   Termination. Subject to the cure provisions contained herein, the Company may terminate the Consulting Period upon written notice for Cause at any time. Cause shall mean that during the Consulting Period, the Consultant engaged in gross and willful misconduct that is materially and significantly injurious to the Company, and, after written notice of such conduct, Consultant has failed to cure such gross and willful misconduct within 30 days.

7.   Notice. Any notice required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered in person or sent by certified mail, return receipt requested, postage and fees prepaid, or by national overnight delivery prepaid service to the parties at their addresses set forth below. Any party hereto may at any time and from time to time hereafter change the address to which notice shall be sent hereunder by notice to the other party given under this paragraph. The addresses of the parties shall be such addresses as may be given by either party from time to time, and the address of the Company shall be such address as appears on the most recent report or filing filed by the Company with the Securities and Exchange Commission as of the date of such notice.

8.   Waiver. No course of dealing nor any delay on the part of either party in exercising any rights hereunder will operate as a waiver of any rights of such party. No waiver of any default or breach of this Agreement or application of any term, covenant or provision hereof shall be deemed a continuing waiver or a waiver of any other breach or default or the waiver of any other application of any term, covenant or provision.

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9.   Definition of “Reasonable and Best Efforts.” Reasonable and best efforts shall not include the payment of any non-reimbursable out-of-pocket costs or other payments by Consultant. Consultant shall not guarantee, make any representation concerning (which representation would survive the closing of any escrow or other transaction) or warrant (i) the condition, performance, value, or suitability of any of the Company’s products; (ii) the validity or authorization of any of the Company’s products; (iii) the market value of any of the Company’s products; (iv) the ability to sell or resell any of the Company’s products; (vi) that Consultant will find or present any transactions to the Company; or (vii) the covenants, representations or warranties of any party to any agreement with the Company.

10.   Successors; Binding Agreements. Prior to the effectiveness of any succession (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, or the sale of all or a controlling interest in the capital stock of the Company, the Company will require the successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had occurred. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business and/or assets.

11.   Survival of Terms. Notwithstanding the termination of this Agreement for whatever reason, the provisions hereof shall survive such termination, unless the context requires otherwise.

12.   Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Any signature by facsimile shall be valid and binding as if an original signature were delivered.

13.   Captions. The caption headings in this Agreement are for convenience of reference only and are not intended and shall not be construed as having any substantive effect.

14.   Governing Law. This Agreement shall be governed, interpreted and construed in accordance with the laws of the state of California applicable to agreements entered into and to be performed entirely therein.

15.   Arbitration. Any controversy, claim, or counterclaim arising from this agreement shall be submitted to and decided by final and binding arbitration by a single arbitrator administered in Santa Monica, California by the American Arbitration Association under its commercial rules.

a.   Within 15 days after the commencement of any arbitration, the parties to the dispute shall each select names from a list of retired judges of the California Superior Court, or any higher California court, provided by the American Arbitration Association, and list such proposed arbitrators in order of preference, and submit such list to the American Arbitration Association, which shall then appoint one arbitrator based on such submissions. The arbitrator shall have the discretion to order a prehearing exchange of information by the parties, including without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by deposition of the parties.

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b.   The arbitration shall generally be administered in accordance with the American Arbitration Association=s Commercial Arbitration Rules. The provisions of Sections 1282.6, 1283, and 1283.05 of the California Code of Civil Procedure apply to the arbitration. The arbitrator shall have the authority to award any remedy or relief that a court of the State of California could order or grant, including, without limitation, specific performance of any obligation created under this Agreement, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. The arbitrator, however, will have no authority to award punitive damages, and each party hereby irrevocably waives any right to recover such damages with respect to any issue resolved by arbitration, and the arbitrator may not, in any event, either make any ruling, finding or award that does not conform to the terms and conditions of this Agreement, or alter, amend, modify or change any of the terms of this Agreement. The arbitrator=s decision shall be rendered within 30 days after the conclusion of the arbitration hearing, and the arbitrator shall make findings of fact and shall set forth the reasons and legal bases for the decision. Such arbitrator=s decision shall be final and binding on the parties and a judgment upon the decision rendered may be entered in any court having jurisdiction thereof.

c.   THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE RESOLVED BY BINDING ARBITRATION AS PROVIDED HEREIN.

16.   Attorneys’ Fees, Costs and Expenses. All parties shall bear their own expenses and attorney’s fees in the preparation, negotiation and execution of this Agreement.

17.   Entire Agreement/Modifications. This Agreement, along with the attached Indemnification Agreement, which is incorporated herein by this reference, constitutes the entire agreement between the parties and supersedes all prior understandings and agreements, whether oral or written, regarding Consultant’s retention by the Company; provided, however, that all fees previously earned and/or paid to Consultant under prior agreements shall be deemed earned, and shall be in addition to any fees payable hereunder. This Agreement shall not be altered or modified except in writing, duly executed by the parties hereto.

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18.   Warranty. The Company and Consultant each hereby warrant and agree that each is free to enter into this Agreement, that the parties signing below are duly authorized and directed to execute this agreement, and that this Agreement is a valid, binding and enforceable against the parties hereto.

19.   Severability. If any term, covenant or provision, or any part thereof, is found by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the same shall not affect the remainder of such term, covenant or provision, any other terms, covenants or provisions or any subsequent application of such term, covenant or provision which shall be given the maximum effect possible without regard to the invalid, illegal or unenforceable term, covenant or provision, or portion thereof. In lieu of any such invalid, illegal or unenforceable provision, the parties hereto intend that there shall be added as part of this Agreement a term, covenant or provision as similar in terms to such invalid, illegal or unenforceable term, covenant of provision, or part thereof, as may be possible and be valid, legal and enforceable.

IN WITNESS HEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written.

GenMed Holding Corp.	TOTAL LOOK BV
a Nevada Corporation
By: /s/ Roy Piceni	/s/ G.M.W. Hibma
Name: Roy Piceni Title:	G.M.W. HIBMA

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement is a part of and is incorporated into that Consulting Agreement between the parties hereto (together, the “Agreement”) by and between GenMed Holding Corp., a Nevada corporation (the “Company”), and Total Look BV (“Total Look”).

The Company agrees to indemnify and hold harmless Total Look BV, its affiliates, directors, officers, agents and employees, including, without limitation, any person or entity that provides consulting or other services to the Company (Total Look BV and each such entity or person, is referred to herein as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, “Liabilities”), and will reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel) (collectively, “Expenses”) as they are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation, whether or not in connection with pending or threatened litigation and whether or not any Indemnified Person is a party (collectively, “Actions”), (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the any written document furnished to Total Look BV or its representatives or affiliates, or any filing with the Securities and Exchange Commission (including any amendments thereof and supplements thereto) or any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) otherwise arising out of, related to or in connection with advice or services rendered or to be rendered by an Indemnified Person pursuant to the Agreement or otherwise, any transaction entered into by the Company and any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions; provided that, in the case of clause (ii) only, the Company will not be responsible for any Liabilities or Expenses of any Indemnified Person that are determined by a judgment of a court of competent jurisdiction which is no longer subject to appeal or further review to have resulted solely from an Indemnified Person’s gross negligence or willful misconduct in connection with any of the advice, actions, inactions or other services referred to in the Agreement. The Company also agrees to reimburse such Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s indemnification rights under this Agreement.

Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person or otherwise with respect to which indemnity may be sought under this Agreement, such indemnified Person shall promptly notify the Company in writing; provided that failure so to notify the Company shall not relieve the Company from any liability which the Company or any other person may have on account of this indemnity or otherwise, except and only to the extent the Company shall have been materially prejudiced by such failure. The Company shall not be liable for any settlement of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company and its shareholders will not, without prior written consent of Total Look BV, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Person from all liabilities arising out of such Action.

In the event that the foregoing indemnity is not available to an Indemnified Person in accordance with this Agreement pursuant to the requirements of applicable law, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits to the Company and its shareholders, on the one hand, and to the Indemnified Persons, on the other hand, of the matters contemplated by this Agreement, or (ii) if the allocation provided by the immediately preceding clause is not permitted by the applicable law, not only such relative benefits but also the relative fault of the Company and/or its shareholders, on the one hand, and the Indemnified Persons, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations, provided that, subject to the third paragraph of this Indemnification Agreement, in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees actually paid to or received by or contemplated to be paid to or received by Total Look BV pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company and its shareholders, on the one hand, and to Total Look BV, on the other hand, of the matters contemplated by the Agreement, shall be deemed to be in the same proportion as (a) the total value paid to or received by or contemplated to be paid to or received by the Company, in the transaction or transactions that are within the scope of the Agreement, whether or not any such transaction is consummated, including any increase in the value of securities held by the shareholders of the Company, bears to (b) the fees paid to or received by or contemplated to be paid to or received by Total Look BV in the transaction or transactions that are within the scope of the Agreement, whether or not any such transaction is consummated.

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The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or its shareholders for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions except for Liabilities and Expenses of the Company that are determined by a judgment of a court of competent jurisdiction which is no longer subject to appeal or further review to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Any party that proposes to assert the right to be indemnified under this Indemnification Agreement shall promptly, after receipt of notice of any applicable claim, action, proceeding or litigation, notify the proposed indemnifying party of the commencement of such claim, action, proceeding or litigation. Indemnification shall be limited for any party who shall fail to give notice as provided in the preceding sentence to the extent the indemnifying party was prejudiced by the failure to give such notice. An indemnifying party shall be entitled to participate in and to assume the defense of such claim, action, proceeding or litigation, with counsel reasonably satisfactory to such indemnified party, and after giving notice thereof, the indemnifying party shall not be liable to such indemnified party for any fees of other counsel or any other expenses with respect to the defense of such matter after the date of such notice, unless the indemnified party shall have reasonably concluded that there may be a conflict of interest between the indemnifying party and the indemnified party in the conduct of the defense of such matter (in which case the indemnifying party shall reimburse the indemnified party for the reasonable fees and expenses of one counsel).

The reimbursement, indemnity and contribution obligations set forth herein shall apply to any modification of this Agreement (unless and to the extent that such obligations are specifically modified thereby) and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with, this Agreement.

IN WITNESS WHEREOF, this Indemnification Agreement is executed as of April 17, 2008.

Total Look BV

/s/ G.M.W. Hibma

G.M.W. HIBMA

GenMed Holding Corp.

a Nevada Corporation

By:  /s/ Roy Piceni

Name:

Title: CEO

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