DIRECTOR AND CFO SERVICES
AGREEMENT
THIS AGREEMENT
(“Agreement”) made the 30 th day of
November, 2006 (the “Effective Date”).
BETWEEN:
Lusora Healthcare Systems Inc.
, a public company incorporated
under the laws of the State of Nevada having its head office at
2802
Flintrock Trace, Suite 221 Austin, TX 78738 USA
(the
“Company”)
AND:
Julian Lee , a businessman with an address at 30 Roland
Gardens,
London, SW7 3PL, UK
(the
“Executive Director”)
WHEREAS:
A. The Company is engaged in,
among other things, wireless security and healthcare technology
(the “Business”); and
B. The Company seeks to receive
services from the Executive Director as a Director and Chief
Financial Officer (“CFO”), and the Executive Director
seeks to provide such services to the Company under the terms and
conditions contained herein;
NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the mutual covenants and
promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by each, the parties hereto agree as
follows:
ARTICLE 1
APPOINTMENT
1.1 Appointment of Director
and CFO . The Company hereby agrees to appoint the Executive
Director as a member of its Board (the “Board”) and as
its CFO and the Executive Director hereby agrees, upon appointment,
to provide the services set out in Article 2 hereof to the Company
upon the terms of this Agreement. The term of this Agreement (the
“Term”) will commence on December 1, 2006, which date
will be deemed the “Effective Date”.
ARTICLE 2
DIRECTOR AND CFO SERVICES
2.1 Director Services .
Upon appointment, the Executive Director shall be a member of the
Board, participate in meetings of the Board, and otherwise provide
the Company with services in accordance with best practices of
board governance for public companies from time to time.
- 2 -
2.2 CFO Services . The
Executive Director shall use his best efforts to perform the duties
of CFO and all of the duties customarily performed by those holding
similar positions in like businesses, and agrees to provide at
least 25 days of services per annum, notwithstanding time
requirements for section 2.1 herein, and public
holidays.
2.3 Additional Services .
The Executive Director acknowledges that the services of the
Executive
Director will be requested from
time to time in or outside scheduled meetings and the Executive
Director may be called upon, sometimes on short notice, to provide
such services for specific concerns or issues that face the
Company.
2.4 Independent Advice .
The Executive Director may, if necessary in connection with the
performing of his duties hereunder, take independent professional
advice at the Company’s expense, subject to having first
notified the Board.
ARTICLE 3
EXPENSES
3.1 Expense Statements .
The Executive Director may incur expenses in the name of the
Company as agreed in advance in writing by the Company, as the case
may be, such expenses to relate solely to the carrying out of the
Executive Director’s duties as a member of the Board and as a
CFO. The Executive Director will immediately forward all invoices
for expenses incurred on behalf of and in the name of the Company
and the Company agrees to pay said invoices directly on a timely
basis. Any expenses of $500 or greater incurred by the Executive
Director in connection with the carrying out of the Executive
Director’s duties as a member of the Boards and as a CFO must
be pre-approved by the Company in writing or by email.
ARTICLE 4
COMPENSATION
4.1 Fee . The Company
shall pay to the Executive Director US$3,000 per month (the
“Fee”), exclusive of bonuses if any as determined by
the directors. The Fee shall be payable quarterly, in arrears,
commencing December 31, 2006.
4.2 Stock Options . The
Company shall grant to the Executive Director stock options of the
common stock (the “Stock Options”), as determined by
the Board in its discretion, according to a Stock Option agreement
to be executed between the Company and the Executive Director on a
date following the execution of this Agreement.
4.3 Executive Director’s
Acknowledgements . The Executive Director acknowledges that the
Options and the shares of common stock underlying the Options may
not be registered un
