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Exhibit 10.4
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December 12, 2005
Ron Spangler, Ph.D.
238 Adams Drive
Wayne, PA
19087
Dear Mr. Spangler;
We are delighted to extend our offer of employment to you as Chief
Scientific
Officer ("CSO"). In this position you will join our Executive
Management Team,
and you will report directly to Mr. Stephen King, Chief Executive
Officer of
Synova Healthcare Group, Inc. ("Synova"). You will be compensated
at an annual
base salary of $ 150,000 to be paid semi-monthly. As the CSO for
Synova, you
will be expected to perform the duties consistent with such a
position,
including without limitation to holding the primary responsibility
for the
clinical development of the BioPad product line, contributing
toward both the
scientific and medical affairs of the entire Synova product line,
assisting in
and/or directing new business development activity, and as an
Officer of Synova,
contributing to both the strategy and activity required to ensure
Synova is
sufficiently well capitalized on an ongoing basis.
We have also considered the opportunity for long term incentives to
support your
career decision. You will be granted a stock option grant of
300,000 shares of
Synova common stock (to be issued at fair market value). This
option grant will
be exercisable, for active employees only, to be vested in
scheduled increments
of 50,000 shares, 70,000 shares, 80,000 shares and 100,000 shares
respectively
following each of your first four 6 month terms of employment. This
option grant
will be memorialized in a stock option agreement which will be
delivered to you
shortly.
In addition, you will receive three weeks (15 days) vacation in
accordance with
company policy, and be eligible for participation in the Synova
Medical and
Dental plans as of your first day of employment on the same
cost-sharing basis
as other Synova employees. You are also immediately eligible to
participate in
our Simple IRA savings plan. Your position within our company will
also entitle
you to participate, in the same manner as other employees, in all
savings, stock
purchase, group insurance, disability (insurance), equity incentive
and other
standard employee benefit plans maintained or adopted by Synova in
the future.
Therefore, you would also qualify for participation in the (i)
Management
Incentive Bonus Program, (ii) Employee Stock Option Incentive
Program, and (iii)
Synova Profit Sharing Program. Please be reminded that some of
these incentive
programs are in the process of being developed and will be subject
to approval
by the Board
