Helius Medical Technologies, Inc.: Exhibit 10.4 - Filed by newsfilecorp.com





EMLOYMENT AGREEMENT 

            EMPLOYMENT
AGREEMENT (the "Agreement"), dated effective as of December 1, 2014 (the
"Effective Date"), by and between NeuroHabilitation Corporation a Delaware
registered corporation (the "Company"), and Jonathan Sackier (the "Executive").


WITNESSETH: 

            WHEREAS,
the Company desires to employ the Executive and the Executive desires to be
employed by the Company, upon the terms and subject to the conditions set forth
in this Agreement. 

           
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows: 

            1.
EFFECTIVENESS OF AGREEMENT 

                
This Agreement shall become effective as of the Effective Date. 

            2.
EMPLOYMENT AND DUTIES 

                2.1.        General. The Company hereby employs the Executive, and the Executive
agrees to serve, as the Chief Medical Officer of the Company, upon the terms and
conditions contained herein. The Executive shall have all of the
responsibilities and powers normally associated with such office in a company of
the size and nature as the Company. The Executive shall perform such other
duties and services for the Company commensurate with the Executive's position
as may be designated from time to time by the CEO of the Company. The Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability under the direction of the CEO. The executive will devote all of his
working time to the service of the company. The executive will disclose in
writing to the CEO all other board responsibilities and time commitment to other
interest that may impede on his employment. Any outside interest including board
position, charitable organizations or other items consuming executive's normal
employment time will need to be approved in writing by the CEO. 

           
     2.2.        Term of Employment. The Company and
Executive hereby acknowledge that Executive's employment by the Company shall be
at-will (as defined under applicable law), and may be terminated at any time,
with or without Cause (as defined below), at the option of either the Company or
Executive, subject in some cases to the prior notice period required under
Section 5 of this Agreement. If Executive's employment terminates for any
reason, Executive shall not be entitled to any payments, benefits, damages,
awards or compensation other than as specifically provided in Section 5 of this
Agreement. No provision of this Agreement shall be construed as conferring upon
Executive a right to continue as an employee of the Company. On the date on
which Executive's employment with the Company terminates, for whatever reason,
unless specifically otherwise agreed in writing between Executive and the
Company, Executive shall cease to hold any position (whether as an officer,
director, manager, employee, trustee, fiduciary, or otherwise) with the Company
and any of its affiliates. The period of Executive's employment under this
Agreement is referred to herein as the "Employment Term." 




EXECUTION VERSION 

        
       2.3.       
Reimbursement of Expenses. The Company shall reimburse the Executive for
reasonable travel and other business expenses incurred by the Executive in the
fulfillment of the Executive's duties hereunder upon presentation by the
Executive of an itemized account of such expenditures, in accordance with
practices of the Company applied during the Employment Term. The use of personal
aircraft will be reimbursed at the level of an economy commercial ticket for the
related route. The company assumes no liability of any kind for the executive's
use of personal aircraft for business use since the executive has the option of
flying on commercial airlines for all company business. 

            
   2.4.        Place of
Employment. During the Employment Term the Executive shall principally work
out of his Home office (with some expected travel to the Company's behalf)
provided, however, that the Company may require the Executive to travel
from time to time in order to effect the Company's business consistent with the
Executive's position. 

            3.
COMPENSATION 

                3.1.       
Base Salary. The Executive shall receive a base salary ("Base Salary") at
an annualized rate of $300,000. The Base Salary shall be payable in arrears in
equal installments not less frequently than semi-monthly in accordance with the
payroll practices of the Company, less such appropriate deductions as shall be
required to be withheld by applicable law and regulations, or by written
election of the Executive if agreed to by the Company. 

         
      3.2.       
Annual Review. The Executive's Base Salary shall be reviewed by the CEO,
based upon the Executive's performance, not less often than annually, and the
Executive's Base Salary may thereafter be increased as may be approved by the
Board in its sole discretion. In addition to any increases affected as a result
of such reviews as contemplated by the first sentence of this Section 3.2, the
Board may, upon the recommendation of the chairperson of the Board, at any time
and in its sole discretion, increase the Executive's Base Salary. The term "Base
Salary" as used herein shall mean and refer to the then current base salary, as
increased and adjusted from time to time in accordance with this Section 3.2
hereof 

       
        3.3.       
Annual Bonus. In addition to Base Salary, the Executive shall be eligible
to receive an annual bonus ("Annual Bonus"), for each of the calendar years
ending during the Employment Term. The Executive shall have the opportunity to
receive a target annual bonus of twenty five (25%) of Base Salary ("Target
Bonus"), conditioned upon, and subject to upward or downward adjustment based
upon, achievement of the Company and individual goals to be established in good
faith by the CEO and the Executive, with any such bonus being payable within
thirty (30) days following the Company's receipt of its audited financial
statements pertaining to such year, usually occurring at or about April 1 of the
following year. The Executive must be employed as of the date the Annual Bonus
is distributed to receive the Annual Bonus. 

         
      3.4       
Stock Options: The executive will be granted 400,000 stock options for 5
years at a strike price 5% higher than the closing stock price on his first day
or work. 25% of the options will vest upon signature of this agreement. The 25%
of outstanding options will vest every six months. Executive must be employed on
the date of vesting of the options. Any option vested prior to the executive
leaving the company for any reason will continue to be vested. 

2 




EXECUTION VERSION 

            4.
EMPLOYEE BENEFITS 

          
     4.1.        The
Executive shall, during the Employment Term, be included to the extent eligible
thereunder in an employee benefit plans, (including, without limitation, any
plans, programs or arrangements providing health, or vacation and paid holidays)
which shall be established by. the Company for, or made generally available to,
senior executives of the Company whose positions are. 

                 4.2.       
The Executive shall, during the Employment Term, be allowed to take up to four
(4) weeks of vacation and sick leave each year or such other amount as shall be
established by the Company for senior executives of the Company whose positions
are commensurate to that of the Executive. 

            5.
TERMINATION OF EMPLOYMENT 

                  5.1.       
Termination Without Cause or For Good Reason 

                                 5.1.1. General. The employment of the Executive may be terminated by the
Company at any time without Cause (as defined in Section 5.3) or by the
Executive for Good Reason (as defined in Section 5.4) by written notice to the
other party, as applicable. Subject to the provisions of Sections 5.1.2, 5.1.3
and 5.1.4 and notwithstanding the pendency of the Employment Term, if the
Executive's employment is terminated by the Company without Cause or by the
Executive for Good Reason, the Company shall pay the Executive an aggregate
amount equal to the sum of the Executive's Base Salary and the earned portion
Annual Bonus paid for the year preceding the year of the Executive's termination
of with such amount to be paid in equal monthly installments during the twelve
(12) month period following such termination of employment ("Severance Period").
The Executive shall have no further right to receive any other compensation or
benefits after such termination of employment except as determined in accordance
with the terms of the employee benefit plans or programs of the Company. 

                                 5.1.2. Release. The receipt of severance pay and benefits, in any amount,
is conditioned upon and subject to the Executive's execution of a release and
waiver in a form reasonably satisfactory to the Company. Such release shall be
executed and delivered (and no longer subject to revocation, if applicable)
within sixty (60) days following termination. The Executive will not receive
severance pay and benefits, in any amount or under any circumstances, if the
Company's release and waiver is not executed and in full effect. 

                                 5.1.3. Conditions Applicable to the Severance Period. If, during
the Severance Period, the Executive materially breaches his obligations under
Section 7 of this Agreement, the Company may, upon written notice to the
Executive, terminate the Severance Period and cease to make any further payments
or provide any benefits described in Section 5.1.1 . 

                                 5.1.4. Death During Severance Period. In the event of the
Executive's death during the Severance Period, payments of Base Salary under
this Section 5 shall continue to be made during the remainder of the Severance
Period to the beneficiary designated in writing for this purpose by the
Executive or, if no such beneficiary is specifically designated, to the
Executive's estate. 

3 




EXECUTION VERSION 

                                 5.1.5. Date of Termination. The date of termination of employment without
Cause shall be the date specified in a written notice of termination to the
Executive. 

                   5.2.        Other Termination. 

                          
5.2.1. General. If prior to the expiration of the Employment Term, the
Executive's employment is terminated by the Company for Cause or the Executive
resigns other than for Good Reason, the Executive shall be entitled only to (i)
payment of the Executive's Base Salary as then in effect through and including
the date of termination or resignation, and (ii) accrued but unused vacation and
personal days, floating holidays as well as Company reimbursable expenses. The
Executive shall have no further right to receive any other compensation or
benefits after such termination or resignation of employment, except as
determined in accordance with the terms of the employee benefit plans or
programs of the Company or as required by law (e.g., COBRA). 

                          
5.2.2. Date of Termination. Subject to the provision in Section 5.3, the
date of termination for Cause shall be the date specified in a written notice of
termination to the Executive and the date of resignation by the Executive shall
be the date specified in the Executive's written resignation to the Company.


                 5.3.       
Cause. Termination for "Cause" shall mean termination of the Executive's
employment, in the sole judgment of the Company, because of one or more of the
following: 

            (i)       
any act or omission that constitutes negligence, misconduct, or a material
breach by the Executive of any of the Executive's obligations under this
Agreement; 

            (ii)       
the refusal and continued failure of the Executive to substantially perform the
duties reasonably required of the Executive (except termination due to death or
Permanent Disability (as hereinafter defined) as addressed below); 

            (iii)       
conviction of a crime (including conviction on a nolo contendre plea)
involving fraud, dishonesty or moral turpitude; 

            (iv)       
any other misconduct by the Executive which is injurious to the financial
condition or business reputation of, or is otherwise injurious to, the Company
or any of its subsidiaries or affiliates; 

            (v)       
a material breach of this Agreement that is not cured within ten (10) days of
notice from the Company. 

                 5.4.       
Good Reason. Termination for "Good Reason" shall mean termination of the
Executive's employment, in the sole judgment of the Executive, because of one or
more of the following: (i) any material adverse change in the nature or scope of
the Executive's authority, duties or responsibilities; or (ii) any reduction in
the Executive's Base Salary (other than a proportional reduction as part of a
generalized reduction in the base salaries of senior management of the Company
or due to an administrative mistake which is timely resolved); provided,
however, that Executive may not resign his employment for Good Reason unless:
(x) Executive provided the Company with at least thirty (30) days prior written
notice of his intent to resign for Good Reason (which notice must be provided
within sixty (60) days following the occurrence of the event(s) purported to constitute Good
Reason); and (y) the Company has not reasonably remedied the alleged
violation(s) within the thirty (30) day period. 

 4 




     EXECUTION VERSION 

            6. DEATH OR DISABILITY 

                In
the event of termination of employment by reason of death or Permanent
Disability, the Company shall continue to make payment of the Base Salary to the
Executive's legal representatives (in the case of Executive's death) or to
Executive (in the case of Executive's disability) in accordance with the
Company's general policies and practices then in effect, and the Executive or
the Executive's estate shall be entitled to Base Salary and benefits determined
under Sections 3 and 4 hereof for a period of (i) six (6) months beginning on
the date of death or (ii) in the case of Permanent Disability, for twelve (12)
months beginning on the date of Permanent Disability. Other benefits shall be
determined in accordance with the benefit plans maintained by the Company, and
the Company shall have no further obligation hereunder. For purposes of this
Agreement, "Permanent Disability" means the Executive shall have been absent
from or unable to perform the Executive's duties with the Company, as a result
of the Executive's incapacity due to physical or mental illness for a continuous
period of one hundred eighty (180) days and that within thirty (30) days after
receiving a notice of termination from the Company the Executive shall not have
returned to the full time performance of the Executive's duties. The notice of
termination shall set forth in reasonable detail the facts claimed to provide
the basis for the Company determination that a Permanent Disability exists. 

            7.
NONSOLICITATION; NONDISPARAGEMENT; CONFIDENTIALITY; NONCOMPETITION;
INVENTIONS AND PATENTS 

                   7.1.       
Nonsolicitation. For so long as the Executive is employed by the Company
and continuing for twelve (12) months thereafter, the Executive shall not,
without the prior written consent of the Company, directly or indirectly, as a
sole proprietor, member of a partnership, stockholder or investor, officer or
director of a corporation, or as an employee, associate, consultant or agent of
any person, partnership, corporation or other business organization or entity
other than the Company: (x) (i) solicit or endeavor to entice away from the
Company, or any of its subsidiaries or affiliates, any person or entity who is
employed by, or serves as an agent or key consultant of, the Company, or any of
its subsidiaries or affiliates, or (ii) solicit any person or entity who during
the then most recent twelve-month period, was employed by or served as an agent
or key consultant of the Company or any of its subsidiaries or affiliates, or
(y) endeavor to entice away from, the Company, or any of its subsidiaries or
affiliates or solicit with respect to services then being rendered or planned,
proposed or contemplated to be rendered by the Company or any such subsidiary or
affiliate, any person or entity who is, or was within the then most recent
twelve month period, a customer (or reasonably anticipated) (to the general
knowledge of the Executive or the public) to become a customer or client of the
Company, or any of its subsidiaries or, affiliates ("Customers"). For the
purposes of this Section 7.1, ownership of securities having no more than one
percent of the outstanding voting power of any entity which is listed on any
national securities exchange or traded actively in the national over-the-counter
market shall not be deemed in violation of this Section 7.1 so long as the
Executive has no other connection or relationship with such entity. 

                   7.2.       
Non-Disparagement. The Executive hereby covenants and agrees that the
Executive shall not, directly or indirectly, make or solicit or encourage others
to make or solicit any disparaging remarks concerning the Company or its
affiliates, or any of its products, services, businesses or activities; provided that the foregoing
restriction shall not prevent truthful testimony compelled by valid legal
process. 

5 




     EXECUTION VERSION 

                   7.3      
.. Confidentiality. The Executive covenants and agrees with the Company
that the Executive will not at any time, except in performance of the
Executive's obligations to the Company hereunder or with the prior written
consent of the Company, directly or indirectly, disclose any secret or
confidential information that the Executive may learn or has learned by reason
of the Executive's association with the Company, or any of its subsidiaries or
affiliates. The term "confidential information" includes information not
previously disclosed to the public or to the trade by the Company's management
or otherwise in the public domain, with respect to the Company's or any of its
affiliates' or subsidiaries', products, facilities, applications and methods,
trade secrets and other intellectual property, systems, procedures, manuals,
confidential reports, product price lists, customer lists, technical
information, financial information (including the revenues, costs or profits
associated with any of the Company's products), business plans, prospects or
opportunities, but shall exclude any information which (i) is or becomes
available to the public or is generally known in the industry or industries in
which the Company operates other than as a result of disclosure by any employee
of the Company, including, but not limited to, the Executive, in violation of
any agreement with the Company including, but not limited to, the Executive's
agreement under this Section 7.3 or (ii) the Executive is required to disclose
under any applicable laws, regulations or directives of any government agency,
tribunal or authority having jurisdiction in the matter or under subpoena or
other process of law, or (iii) which Executive demonstrates was already known to
the Executive prior to the Executive's employment with the Company. 

                   7.4.       
No Competing Employment. For so long as the Executive is employed by the
Company and continuing for twelve (12) months thereafter, the Executive shall
not, directly or indirectly, as a sole proprietor, member of a partnership,
stockholder, investor, officer or director of a corporation, or as an employee,
associate, consultant or agent of any person, partnership, corporation or other
business organization or entity other than the Company or any of its
subsidiaries or affiliates render any service to or in any way be affiliated
with a competitor (become a competitor) of the Company or any of its
subsidiaries or affiliates. For purposes of this Section 7.4, as it relates to
the twelve (12) month period following the termination of Executive's employment
with the Company, an entity which neither sells nor markets, directly or
indirectly, products or services substantially similar to those of the Company,
its subsidiaries or affiliates or those being actively developed by the Company,
its subsidiaries or affiliates to at least one of the existing customers of the
Company or its subsidiaries or affiliates or the customers being actively
developed or solicited by the Company or its subsidiaries or affiliates nor
proposes to develop products or services for sale, directly or indirectly, to
any such customer, shall not be deemed to be a competitor of the Company. For
the purposes of this Section 7.4, ownership of securities having no more than
five percent of the outstanding voting power of any competitor which his listed
on any national securities exchange or traded actively in the national
over-the-counter market shall not be deemed in violation of this Section 7.4 so
long as the Executive has no other connection or relationship with such
competitor. 

                   7.5.       
Exclusive Property. The Executive confirms that all confidential
information is and shall remain the exclusive property of the Company. All
business records, papers and documents kept or made by the Executive relating to
the business of the Company shall be and remain the property of the Company.


6 




EXECUTION VERSION 

                   7.6.       
Inventions and Patents. The Executive acknowledges that all discoveries,
concepts, ideas, inventions, innovations, improvements, developments, methods,
processes, design, analyses, drawings, specifications, plans, sketches, reports,
materials, programs, systems, software, models, know-how, devices, data,
databases, technology, trade secrets, works of authorship, copyrightable works,
and all patents, registrations or applications related thereto, all other
intellectual property or proprietary information and all similar or related
information (whether or not patentable and copyrightable and whether or not
reduced to tangible form or practice) which relate to the business, research and
development or existing or future products or services of the Company and or its
subsidiaries or affiliates and which are conceived, developed or made by him
during the Executive's employment with the Company ("Work Product") shall be
deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C.A.
§ 101 et seq., as amended) and owned exclusively by the Company. To the extent
that any Work Product is not deemed to be "work made for hire" under applicable
law, and all right, title and interest in and to such Work Product have not
automatically vested in the Company, the Executive hereby (a) irrevocably
assigns, transfers and conveys, and shall assign transfer and convey, to the
full extent permitted by applicable law, all right, title and interest in and to
the Work Product on a worldwide basis to the Company (or such other person or
entity as the Company shall designate) without further consideration, and (b)
waives all moral rights in or to all Work Product, and to the extent such rights
may not be waived, agrees not to assert such rights against the Company or its
respective licensees, successors or assigns. The Executive shall promptly
disclose such Work Product to the Company and execute all documents and perform
all actions reasonably requested by the Company (whether during or after the
Executive's employment with the Company) to establish, confirm, evidence,
effectuate, maintain, protect, enforce, perfect, record, patent or register any
of the Company's rights hereunder (including, without limitation, assignments,
consents, powers of attorney and other instruments). Notwithstanding the above,
Executive shall immediately advise the Company of all Work Product and request
specific permission, in writing, to be exempt from this paragraph for that Work
Product only. Executive shall only be exempt if the Executive receives specific
permission, in writing, from the Board. 

                   7.7.       
Injunctive Relief Without intending to limit the remedies available to
the Company, the Executive acknowledges that a breach of any of the covenants
contained in this Section 7 may result in material and irreparable injury to the
Company or its affiliates or subsidiaries for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of such a breach or threat thereof, the Company
shall be entitled to seek a temporary restraining order and/or preliminary or
permanent injunction restraining the Executive from engaging in activities
prohibited by this Section 7 or such other relief as may be required
specifically to enforce any of the covenants in this Agreement. If for any
reason it is held that the restrictions under this Section 7 are not reasonable
or that consideration therefore is inadequate, such restrictions shall be
interpreted or modified to include as much of the duration and scope identified
in this Section 7 as will render such restrictions valid and enforceable. 

            8.
ARBITRATION 

           
    Any dispute arising under or in connection with this
Agreement or Executive's employment or termination thereof, other than Section 7
that cannot be mutually resolved by the parties hereto shall be settled
exclusively by arbitration in Philadelphia, Pennsylvania in accordance with the
rules of the American Arbitration Association then in effect, before one
arbitrator of exemplary qualifications and stature, who shall be selected
jointly by the Company and the Executive, or, if the Company and the Executive cannot
agree on the selection of the arbitrator selected by the American Arbitration
Association (provided that any arbitrator selected by the American Arbitration
Association shall not, without the consent of the parties hereto, be affiliated
with the Company or the Executive or any of their respective affiliates).
Judgment may be entered on the arbitrator's award in any court having
jurisdiction. The parties hereby agree that the arbitrator shall be empowered to
enter an equitable decree mandating specific enforcement of the terms of this
Agreement. The parties understand and agree, however, that disputes arising
under Section 7 of this Agreement may be brought in a court of law or equity
without submission to arbitration. The Executive further agrees to accept
service of process by first class or certified United States mail and consents
to the jurisdiction of the Philadelphia, Pennsylvania courts. 

7 




     EXECUTION VERSION 

            9.
SECTION 409A COMPLIANCE 

          
     To the extent applicable, this Agreement shall be
interpreted in accordance with Section 409A of the internal Revenue Code of
1986, as amended ("Section 409A"), and Department of Treasury regulations and
other interpretive guidance issued thereunder, including without limitation any
such regulations or other guidance that may be issued after the date hereof
("409A Guidance"). Notwithstanding any provision of the Agreement to the
contrary, (i) if, at the time of the Executive's termination of employment with
the Company, the Executive is a "specified employee" as defined in 409A Guidance
and the deferral of the commencement of any payments or benefits otherwise
payable hereunder as a result of such termination of employment is necessary in
order to prevent any accelerated or additional tax under 409A Guidance, then the
Company will defer the commencement of the payment of any such payments or
benefits hereunder (without any reduction in such payments or benefits
ultimately paid or provided to the Executive) until the date that is six months
following the Executive's termination of employment with the Company (or the
earliest date as is permitted under Section 409A), (ii) if any other payments of
money or other benefits due to the Executive hereunder could cause the
application of an accelerated or additional tax under Section 409A, the Company
may (a) adopt such amendments to the Agreement, including amendments with
retroactive effect, that the Company determines necessary or appropriate to
preserve the intended tax treatment of the benefits provided by the Agreement
and/or (b) take such other actions as the Company determines necessary or
appropriate to comply with the requirements of 409A Guidance; provided, however,
that the Company shall consult with the Executive in good faith regarding the
implementation of this Section 9, and in no event shall the benefits to which
Executive is entitled be reduced and the period of deferment shall not exceed 6
months, and (iii) to the extent that the payment of any amount under Section
5.1.1 constitutes "nonqualified deferred compensation" for purposes of Section
409A, any such payment scheduled to occur during the first sixty (60) days
following the termination of employment shall not be paid until the first
regularly scheduled pay period following the sixtieth (601h) day following such
termination and shall include the payment of any amount that was otherwise
scheduled to be paid prior thereto. 

            10.
MISCELLANEOUS 

                   10.1.       
Notices. All notices or communications hereunder shall be in writing,
addressed as follows: 

	 	To the Company: 	Helius Medical Technologies Inc. 
	 	  	12 Penns Trail 
	 	  	Newtown PA18940 


8 




EXECUTION VERSION 

	 	To the Executive: 	Jonathan Sackier 
	 	  	1022 Locust Avenue 
	 	  	Charlottesville Virginia 22902 
	 	  	Email: Sackier2TA@aol.com 


                   All
such notices shall be conclusively deemed to be received and shall be effective
(i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy or
facsimile transmission, upon confirmation of receipt by the sender of such
transmission or (iii) if sent by registered or certified mail, on the fifth day
after the day on which such notice is mailed. Notice given by telecopy or
facsimile must also be given simultaneously by one of the other 2 methods. 

                   10.2.       
Severability. Each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. 

                   10.3.       
Assignment. The Company's rights and obligations under this Agreement
shall not be assignable by the Company, except that the Company may assign this
Agreement in connection with the sale of all or substantially all of its assets.
Neither this Agreement nor any rights hereunder shall be assignable or otherwise
subject to hypothecation by the Executive. Notwithstanding this provision, in
the event that this Agreement is assigned in connection with a sale of the
Company and the Executive terminates the Executive's employment with the Company
following the six (6) month anniversary of the completion of the Company's sale
transaction, the Executive shall be entitled to receive severance pursuant to
Section 5.1.1 of this Agreement. 

                   10.4.       
Entire Agreement. This Agreement represents the entire agreement of the
parties and shall supersede any and all previous contracts, arrangements or
understandings between the Company and the Executive. This Agreement may be
amended at any time by mutual written agreement and any statement contained in
any employment manual memo or rule of general applicability of the Company, this
Agreement shall control. 

                   10.5.       
Withholding. The payment of any amount pursuant to this Agreement shall
be subject to applicable withholding and payroll taxes and such other deductions
as may be required under the Company's employee benefit plans, if any. 

                   10.6.       
Governing Law. This Agreement shall be construed, interpreted and
governed in accordance with the laws of Pennsylvania without reference to rules
relating to conflict of law. 

                   10.7.       
Survival. Except as otherwise specifically provided in this Agreement,
all representations, warranties, covenants, agreements and conditions contained
in or made pursuant to this Agreement shall survive until termination of this
Agreement, except that Sections 7, 8, 9, and 10 of this Agreement shall survive
the termination of this Agreement. 

                   10.8.       
Submission to Jurisdiction. Any action which may be brought in a court of
law with respect to this Agreement may be brought in the courts of the State of
New Jersey or of the United States of America for the District of New Jersey,
and the Executive accepts for himself and with respect to the Executive's
property, generally and unconditionally, the jurisdiction of these courts. The
Executive irrevocably waives any objection, including, but not limited to, any
objection of the laying of venue or based on the grounds of forum non conveniens, which the Executive may now or hereafter have to the bringing
of any action in those jurisdictions. 

9 




     EXECUTION VERSION 

                   10.
9.        Waiver of Jury Trial. The
Executive waives any right to a trial by jury in any action to enforce or defend
any right under this Agreement or any amendment, instrument, document or
agreement delivered or to be delivered in connection with this Agreement or
arising from any employment relationship existing in connection with this
Agreement, and agrees that any action shall be tried before an arbitrator, as
outlined in Section 8, and not before a jury. 

                   10.10.      Attorney'
s Fees. In the event the Company brings an action to enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, expert witness fees and costs in addition to any
other relief afforded by law. 

[Signatures continued on next page] 

10 




EXECUTION VERSION 

            IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and
the Executive has hereunto set the Executive's hand, effective as of the day and
year first above written. 

	 	THE COMPANY: 
	 	 
	 	 
	 	Helius Medical Technologies Inc 
	 	 
	 	 
	 	By: /s/ Philippe
      Deschamps                                                
	 	Philippe Deschamps 
	 	 
	 	 
	 	EXECUTIVE: 
	 	 
	 	 
	 	By: /s/ Jonathan
      Sackier                                                       
      
	 	Jonathan Sackier 


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