Exhibit 10.4


 


EMPLOYMENT
AGREEMENT


 


THIS
AGREEMENT dated for reference the 1st day of May, 2019.


 


BETWEEN:


 


Versus
systems, INC., a company incorporated
under the laws of the Province of British Columbia, Canada, and having its registered and records office at Suite 302 –
1620 West 8th Avenue, Vancouver, British Columbia, V6J 1V4


 


(the
“Parent”)


 


AND:


 


CRAIG
CHARLES FINSTER, a businessman, of 3530 Twin Oaks Drive, Napa California


 


(the
“Executive”)


 


AND:


 


VERSUS
LLC, a limited liability company formed under the laws of the State of Nevada, United States, and having its registered
and records office at Suite 480, 6701 Center Drive West, Los Angeles, California USA 90045


 


(the
“Company”)


 


WHEREAS:


 


		A.	The
                                         Company is engaged in the business of developing software to enable prizing and real-rewards
                                         in online gaming;



 


		B.	The
                                         Company recognizes that the Executive has acquired special skills and experience relating
                                         to the Company’s business and desires to employ the Executive as the Chief Financial
                                         Officer and President of the Company as of the Effective Date (hereinafter defined);
                                         and



 


		C.	Both
                                         the Company and the Executive wish to formally agree to the terms and conditions of the
                                         Executive’s employment with the Company and the terms and conditions that will, in certain
                                         circumstances hereinafter set forth, govern in the event of a termination of the employment
                                         of the Executive by the Company.



 


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


 


ARTICLE
I


RECITALS


 


		1.1	Recitals.
                                         The parties hereby represent and warrant that the above recitals are true and correct.



 






    	 	 	 



     


    

 


ARTICLE
II


INTERPRETATION


 


		2.1	Headings.
                                         The headings of the Articles, Sections and subsections herein are inserted for convenience
                                         of reference only and shall not affect the meaning or construction hereof.






 


		2.2	Definitions.
                                         For the purposes of this Agreement, the following terms shall have the following meanings,
                                         respectively:



 


		(a)	“Accrued
                                         Benefits” has the meaning ascribed to such term in subsection 4.1(b)(iv) hereof;



 


		(b)	“Agreement”
                                         means this Employment Agreement and all schedules and amendments hereto;



 


		(c)	“Annual
                                         Bonus” has the meaning ascribed to such term in Section 3.6(a) hereof;



 


		(d)	“Base
                                         Salary” has the meaning ascribed to such term in Section 3.6(a) hereof;



 


		(e)	“Board”
                                         means the board of Directors of the Parent;



 


		(f)	“Business
                                         Records” means all business and financial records of or relating to the Company
                                         or the Parent or the Company’s or the Parent’s business, as applicable (whether
                                         or not recorded on computer) including but not limited to customer lists, lists of suppliers,
                                         surveys plans and specifications, information about personnel, purchasing and internal
                                         cost information, operating manuals, engineering standards and specifications, marketing
                                         and development plans, price and cost data, price and fee amounts, pricing and billing
                                         policies, quoting procedures, marketing techniques and methods of obtaining business,
                                         forecasts and forecast assumptions and volumes, and future plans and potential strategies,
                                         contracts and their contents, customer or client services, data provide by customers
                                         or clients and the type, quantity and specifications of products and services purchased,
                                         leased, licensed or received by customers or clients of the Company or any subsidiary
                                         of the Company;



 


		(g)	“Change
                                         of Control” means the occurrence of any of the following events:



 


		(i)	the
                                         receipt by the Parent of an insider report or other statement filed in accordance with
                                         the applicable securities legislation of a relevant jurisdiction indicating that any
                                         person: (a) has become the beneficial owner, directly or indirectly, of securities
                                         of the Parent representing more than 50% of the Common Shares; or (b) has sole and/or
                                         shared voting, or dispositive, power over more than 50% of the Common Shares; or



 


		(ii)	a
                                         change in the composition of the Board occurring within a two-year period prior to such
                                         change, as a result of which fewer than a majority of the Directors are Incumbent Directors.
                                         “Incumbent Directors” shall mean Directors who are either: (a) Directors of
                                         the Parent as of the Effective Date; or (b) elected, or nominated for election,
                                         to the Board with the affirmative votes of at least a majority of the Directors who had
                                         been Directors at the Effective Date or two (2) years prior to such change and who were
                                         still in office at the time of such election or nomination; or



 


		(iii)	the
                                         solicitation of a dissident proxy, or any proxy not approved by the Incumbent Directors,
                                         the purpose of which is to change the composition of the Board with the result, or potential
                                         result, that fewer than a majority of the Directors will be Incumbent Directors; or



 






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		(iv)	the
                                         consummation of a merger, amalgamation or consolidation of the Company or the Parent
                                         with or into another entity or any other corporate reorganization, if more than fifty
                                         percent (50%) of the combined voting power of the continuing or surviving entity’s securities
                                         outstanding immediately after such merger, amalgamation, consolidation or reorganization
                                         are owned by persons who were not shareholders of the Company or the Parent, as applicable,
                                         immediately prior to such merger, amalgamation, consolidation or reorganization; or






 


		(v)	the
                                         commencement by an entity, person or group (other than the Company or the Parent or a
                                         wholly owned subsidiary of the Company or the Parent) of a tender offer, an exchange
                                         offer or any other offer or bid for more than 50% of the Common Shares; or



 


		(vi)	the
                                         consummation of a sale, transfer or disposition by the Company or the Parent of all or
                                         substantially all of the assets of the Company or the Parent as applicable; or



 


		(vii)	the
                                         commencement of any proceeding by or against the Company or the Parent seeking to adjudicate
                                         it a bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement,
                                         adjustment, protection, relief or composition of the Company or the Parent or their debts,
                                         under any law relating to bankruptcy, insolvency or reorganization or relief of debtors,
                                         or seeking the entry of an order for relief or for the appointment of a receiver, trustee,
                                         custodian or other similar official for it or for any substantial part of its property;
                                         or



 


		(viii)	the
                                         approval by the shareholders of the Company or the Parent of a plan of complete liquidation
                                         or dissolution of the Company or the Parent, as applicable.



 


In
the case of the occurrence of any of the events set forth in subsection 2.2(g)(vii), a Change of Control shall be deemed
to occur immediately prior to the occurrence of any such events. An event shall not constitute a Change of Control if its sole
purpose is to change the jurisdiction of the Company’s or the Parent’s, as applicable, organization or to create a holding
company, partnership or trust that will be owned in substantially the same proportions by the persons who held the Company’s or
the Parent’s, as applicable, securities immediately before such event. Additionally, a Change of Control will not be deemed
to have occurred, with respect to the Executive, if the Executive is part of a purchasing group that consummates the Change of
Control event;


 


		(h)	“Common
                                         Shares” means the issued and outstanding common shares of the Parent;



 


		(i)	“Compensation
                                         and Corporate Governance Committee” means the independent committee of the Board
                                         consisting of two or more Directors, not employed by the Company or the Parent and each
                                         of whom is a disinterested Director, which committee is responsible for making any and
                                         all decisions to award stock options to officers of the Company, and in the event the
                                         Parent does not have a Compensation and Corporate Governance Committee all references
                                         herein to Compensation and Corporate Governance Committee shall be deemed to refer to
                                         the Board as a whole;



 






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		(j)	“Confidential
                                         Information” means all information and facts (including Intellectual Property and
                                         Business Records) relating to the business or affairs of the Company and the Parent and
                                         the subsidiaries of the company or its respective customers, clients or suppliers that
                                         are confidential or proprietary, whether or not such information or facts: (i) are reduced
                                         to writing; (ii) were created or originated by an employee; or (iii) are designated or
                                         marked as “confidential” or “proprietary” or some other designation
                                         or marking. For greater certainty, Confidential Information includes, but is not limited
                                         to:



 


		(i)	product
                                         resulting from or relating to work or projects performed or to be performed by an employee,
                                         including but not limited to interim and final lines of inquiry, hypotheses, research
                                         and conclusions and the methods, processes, procedures, analyses, techniques and audits
                                         used in connection with research and conclusions;



 


		(ii)	computer
                                         software of any type or form and in any state of actual or anticipated development, including
                                         but not limited to, programs and program modules, routines and subroutines, procedures,
                                         algorithms, design concepts, design specifications (design notes, annotations, documentation,
                                         flowcharts, coding sheets, and the like), source code, object code and load modules,
                                         programming, program patches and system designs;



 


		(iii)	all
                                         information which becomes known to an employee as a result of the employee’s employment
                                         by the Company, which the employee, acting reasonably, believes or ought to believe is
                                         confidential or proprietary information from its nature, or from the circumstances surrounding
                                         its disclosure to the employee;



 


provided
that with respect to the employment of the Executive by the Company, Confidential Information does not include the general skills
and experience gained during the Executive’s employment or engagement with the Company or the Parent or any of the Company’s
or the Parent’s subsidiaries which the Executive could reasonably have been expected to acquire in similar employment or
engagements with other employers; and provided further, that Confidential Information does not include information that s available
to the public or in the public domain at the time of such disclosure or use, without breach of this Agreement;


 


		(k)	“Date
                                         of Termination” means the date of termination of the Executive’s employment with
                                         the Company;



 


		(l)	“Directors”
                                         means the directors of the Parent, and “Director” means any one of them.



 


		(m)	“Disability”
                                         shall mean the Executive’s failure to substantially perform his material duties for the
                                         Company on a full-time basis for six (6) consecutive months as a result of physical or
                                         mental incapacity;



 


		(n)	“Disability
                                         Termination” has the meaning ascribed thereto in Section 4.1 hereof;



 


		(o)	“Discretionary
                                         Bonus” has the meaning ascribed to such term in Section 3.6(a) hereof;



 


		(p)	“EBITDA”
                                         means earnings from continuing operations before interest, income taxes, depreciation,
                                         amortization and stock based compensation;



 


		(q)	“Effective
                                         Date” means the date of this Agreement appearing at the head of the first page of
                                         this Agreement;



 






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		(r)	“Good
                                         Reason” means, without the written consent of the Executive, the occurrence of any
                                         of the following events:



 


		(i)	any
                                         material reduction or diminution (except temporarily during any period of physical or
                                         mental incapacity or disability of the Executive) in the Executive’s authority, duties
                                         or responsibilities with the Company (including any position or duties as a Director
                                         of the Company and the failure to re-elect the Executive as a Director and to the Board),
                                         it being acknowledged that, in the event any entity becomes the owner, directly, indirectly,
                                         beneficially or otherwise of more than fifty percent (50%) of the Common Shares, it shall
                                         be Good Reason if the Executive is not the Chief Financial Officer of such entity;






 


		(ii)	a
                                         breach by the Company or the Parent of any material provision of this Agreement, including,
                                         but not limited to, a breach of the obligations of the Company or the Parent, as applicable,
                                         under Sections 3.6, Error! Reference source not found. and Error! Reference
                                         source not found. or any failure to timely pay any part of the Executive’s compensation
                                         or issue any part of the Executive’s incentive equity awards hereunder, including,
                                         without limitation, the Executive’s Base Salary, Annual Bonus, Discretionary Bonus, Stock
                                         Options, Performance Warrants, Performance Cash Bonus and any other bonuses payable to
                                         him or to materially provide, in the aggregate, the level of benefits contemplated herein;



 


		(iii)	the
                                         failure of the Company or the Parent, as applicable, to obtain and deliver to the Executive
                                         a written agreement, in the form satisfactory to the Executive acting reasonably, to
                                         be entered into with any successor, assignee or transferee of the Company or the Parent,
                                         as applicable, to assume and agree to perform this Agreement in accordance with Section Error!
                                         Reference source not found. hereof, other than in the case of a Permitted Assignment;
                                         and



 


		(iv)	the
                                         relocation of the Executive by the Company to a place other than that is more than thirty-five
                                         (35) miles from the location at which he performed his duties for the Company immediately
                                         prior to such relocation, except for required travel on the Company’s business to an
                                         extent substantially consistent with the Executive’s business obligations to the Company.



 


		(s)	“Incumbent
                                         Directors” has the meaning ascribed thereto in subsection 2.2(g)(ii);



 


		(t)	“IFRS”
                                         means the International Financial Reporting Standards, as amended, as issued by the International
                                         Accounting Standards Board;



 


		(u)	“Intellectual
                                         Property” means means all intellectual property including but not limited to trade
                                         marks and trade mark applications, trade names, certification marks, patents and patent
                                         applications, copyrights, know-how, formulae, processes, inventions, technical expertise,
                                         research data, trade secrets, industrial designs and other similar property, and all
                                         registrations and applications for registration thereof, and includes computer software,
                                         formulae, processes, patterns, discoveries, devices or compilations of information (including
                                         production data, technical and engineering data, test data and test results, and the
                                         status and details of research and development of products and services);



 






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		(v)	“Just
                                         Cause” means the occurrence of any of the following events:



 


		(i)	serious
                                         misconduct, dishonesty or disloyalty of the Executive directly related to the performance
                                         of his duties for the Company which results from a willful act or omission or from gross
                                         negligence and which is materially injurious to the operations, financial condition or
                                         business reputation of the Company or the Parent;



 


		(ii)	willful
                                         and continued failure by the Executive to substantially perform his duties under this
                                         Agreement (other than any such failure resulting from his incapacity due to physical
                                         or mental disability or impairment); or



 


		(iii)	any
                                         other material breach of this Agreement by the Executive;



 


For
purposes of this Agreement, no act, or failure to act, by the Executive shall be “willful” unless it is done, or omitted
to be done, in bad faith and without a reasonable belief that the act or omission was in the best interests of the Company or
the Parent, as applicable;


 


		(w)	“Performance
                                         Cash Bonus” has the meaning ascribed to such term in Section 3.6(a) hereof;



 


		(x)	“Performance
                                         Warrants” has the meaning ascribed to such term in Section 3.6(a) hereof;



 


		(y)	“Permitted
                                         Assignment” means an assignment by the Company or the Parent of the rights and obligations
                                         of the Company or the Parent, as applicable, contained in this Agreement to a wholly-owned
                                         subsidiary of the Company or the Parent, resident in Canada or the United States, provided
                                         that the Company or the Parent, as applicable, is not, as a result of such assignment,
                                         relieved of its liabilities, obligations and duties under this Agreement;



 


		(z)	“Prime
                                         Rate” means the rate of interest expressed as a rate per annum that the Royal Bank
                                         of Canada, at its main branch in Vancouver, British Columbia, establishes and announces
                                         from time to time as the reference rate of interest that it will charge for Canadian
                                         dollar demand loans to its customers in Canada and which it refers to as its “prime
                                         rate”;



 


		(aa)	“Prorated
                                         Bonus” has the meaning ascribed to such term in Section 4.1(c) hereof; and



 


		(bb)	“Stock
                                         Options” has the meaning ascribed to such term in Section 3.6(a) hereof.



 


ARTICLE
III


TERMS
AND CONDITIONS OF EMPLOYMENT


 


		3.1	Employment.
                                         The Company does hereby employ the Executive to serve as its Chief Financial Officer
                                         and President, and the Executive hereby accepts such employment by the Company, as of
                                         the Effective Date, all upon and subject to the terms and conditions of this Agreement.
                                         The Executive agrees to serve, at no additional remuneration, in such other executive
                                         capacities and to assume such responsibilities and perform such duties consonant with
                                         his position as an executive of the Company and the Parent as the Board may require and
                                         assign to him from time to time, including with subsidiaries of the Company or the Parent.



 






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		3.2	Duties
                                         and Functions. The Executive shall be responsible to and shall report to the Board.
                                         The Executive’s duties shall include those duties set forth in Schedule A hereto and
                                         any other duties consistent with the Executive’s position in the Company and the Parent.
                                         The Board may vary the conditions, duties and services provided by the Executive from
                                         time to time according to the operational and other needs of the business of the Company
                                         and the Parent, provided that his duties will reasonably reflect the responsibilities
                                         conferred by this Agreement. The Company expects the Executive to produce timely and
                                         good quality work, acting in a competent, truthworthy and loyal manner. The Executive
                                         agrees to carry out, using his reasonable best efforts and in a manner that will promote
                                         the interests of the business of the Company and the Parent, such duties and functions
                                         as the Board may request from time to time.



 


		3.3	Orders
                                         of Board. The Executive shall always act in accordance with any reasonable decision
                                         of and obey and carry out all lawful and reasonable orders given to him by the Board.



 


		3.4	Time
                                         and Energy. Unless prevented by ill health, or physical or mental disability or impairment,
                                         the Executive shall, during the term hereof, devote sufficient business time, care and
                                         attention to the business of the Company and the Parent in order to properly discharge
                                         his duties hereunder. It is acknowledged and agreed that the Executive is currently,
                                         and will continue to act as, a director, trustee, officer, shareholder or investor in
                                         other businesses, ventures, entities, institutions and organizations during the term
                                         of this Agreement and may devote time, care and attention thereto so long as his doing
                                         so does not materially adversely affect the ability of the Executive to devote sufficient
                                         time and energy to properly discharge his duties hereunder.






 


		3.5	Faithful
                                         Service. The Executive shall well and faithfully serve the Company and the Parent
                                         and use his reasonable efforts to promote the interests thereof and shall not use for
                                         his own purposes, or for any purposes other than those of the Company and the Parent,
                                         any non-public information he may acquire with respect to the business, affairs and operations
                                         of the Company and the Parent.



 


		3.6	Compensation.
                                         During the term of this Agreement, and any extension thereof, the Company or the Parent,
                                         as applicable shall pay and provide the Executive the following:



 


		(a)	Cash
                                         Compensation. As compensation for his services to the Company and the Parent, the
                                         Executive shall receive a base salary (the “Base Salary”) and in addition to
                                         the Base Salary shall receive (i) an annual cash bonus of twenty-five percent (25%) of
                                         Base Salary (the “Annual Bonus”), and (ii) an annual cash bonus in accordance
                                         with EBITDA achievement in the relevant fiscal year as set forth in Schedule C hereto
                                         (the “Performance Cash Bonus”). As of the Effective Date, the Executive’s annualized
                                         Base Salary shall be USD$160,000. In addition to the Base Salary, Annual Bonus and any
                                         Performance Cash Bonus, the Executive shall be eligible to receive in respect of each
                                         fiscal year (or portion thereof) additional variable cash compensation in an amount determined
                                         in accordance with any bonus, profit sharing or short term incentive compensation program
                                         which may be established by the Board either for the Executive or for senior officers
                                         of the Company or the Parent (the “Discretionary Bonus”). During the term of
                                         this Agreement the Compensation and Corporate Governance Committee shall review the Executive’s
                                         Base Salary, Annual Bonus and Discretionary Bonus then in effect at least annually to
                                         ensure that such amounts are competitive with awards granted to similarly situated executives
                                         of publicly held companies comparable to the Parent and shall increase such amounts as
                                         the Compensation and Corporate Governance Committee may approve. The Compensation and
                                         Corporate Governance Committee shall not reduce the Executive’s Base Salary or Annual
                                         Bonus except as set forth herein. The Executive’s Base Salary, Annual Bonus and Discretionary
                                         Bonus shall be payable in accordance with the Company’s normal payroll practices, as
                                         applicable. The Executive’s Annual Bonus, Performance Cash Bonus and Discretionary
                                         Bonus each shall be payable on the Company’s next regular payroll date following
                                         its determination, but in no event later than March 15 of the calendar year following
                                         the calendar year with respect to which it is earned. The Executive’s Base Salary,
                                         Annual Bonus, Discretionary Bonus and Performance Cash Bonus shall be subject to deductions
                                         in respect of statutory remittances, including, without limitation, deductions for income
                                         tax, Social Security premiums and employment insurance premiums. No increase in the Executive’s
                                         Base Salary, Annual Bonus, Discretionary Bonus or Performance Cash Bonus, and no amount
                                         of issuances of Performance Warrants or Stock Options, shall be used to offset or otherwise
                                         reduce any obligations of the Company and the Parent to the Executive hereunder or otherwise.



 






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		(a)	Equity
                                         Compensation. As additional compensation for his services to the Company and the
                                         Parent, the Executive shall receive additional variable equity compensation in the form
                                         of (i) zero common share purchase warrants, which shall vest in accordance with the achievement
                                         of certain performance milestones or service dates all as set forth in Schedule B hereto
                                         (the “Performance Warrants”), and (ii) 100,000 incentive options to purchase
                                         Common Shares of the Parent (“Stock Options”), which shall vest in accordance
                                         with the timing set forth in Schedule E attached hereto. Each of the Company, Parent
                                         and the Executive acknowledges, as applicable, that as payment for the services hereunder
                                         is in part to be made in Stock Options and Performance Warrants of the Parent, a public
                                         corporation currently listed on the Canadian Securities Exchange, payment hereunder must
                                         at all times be made in accordance with and are subject to the rules and regulations
                                         of the Canadian Securities Exchange or such other exchange as the Common Shares of the
                                         Parent are listed from time to time and in accordance with and are subject to applicable
                                         securities laws and the Performance Warrant and Stock Option payment provisions contained
                                         in Schedule B and Schedule “E” hereto, respectively, shall be deemed modified
                                         to the extent that they are inconsistent with the rules and regulations of the Canadian
                                         Securities Exchange or such other exchange as the Common Shares of the Parent are listed
                                         from time to time and all applicable securities laws.






 


		(b)	Employee
                                         Benefits. The Executive shall, to the extent eligible, be entitled to participate
                                         at a level commensurate with his position in all of the Company’s or the Parent’s,
                                         as applicable, employee benefit, welfare and retirement plans and programs, as well as
                                         equity plans (if any), provided by the Company or the Parent, as applicable, to its senior
                                         officers in accordance with the terms thereof as in effect from time to time. Nothing
                                         herein shall obligate the Company or the Parent to establish any employee benefit, welfare,
                                         retirement or equity plan or program.



 


		(c)	Perquisites.
                                         The Company shall provide the Executive, at the Company’s cost, with all perquisites
                                         which other senior officers of the Company are entitled to receive and such other perquisites
                                         which are suitable to the character of the Executive’s position with the Company and
                                         adequate for the performance of his duties hereunder. To the extent legally permissible
                                         under applicable laws, the Company shall not treat such amounts as income to the Executive.



 


		(d)	Business
                                         and Entertainment Expenses. Upon submission of appropriate documentation in accordance
                                         with its policies in effect from time to time, the Company shall pay or reimburse the
                                         Executive for all business expenses which the Executive incurs in the performance of
                                         his duties under this Agreement, including, but not limited to, travel, entertainment,
                                         professional dues and subscriptions, and all dues, fees, and expenses associated with
                                         membership in various professional, business, and civic associations and societies in
                                         which the Executive participates in accordance with the Company’s policies in effect
                                         from time to time.



 


		(e)	Flexible
                                         Time Off. The Executive shall be entitled to paid time off in accordance with the
                                         standard written policies of the Company with regard to its senior officers, but in no
                                         event less than twenty (20) days per calendar year not including, and in addition to,
                                         weekends and statutory holidays.



 






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		3.7	Term.
                                         Subject to the terms of Article IV hereof, this Agreement shall remain in force for a
                                         minimum period of twenty-four (24) months from the Effective Date (for the purposes of
                                         this Section 3.7, the “Original Term”). In the event that the Company does
                                         not deliver written notice to the Executive, not later than six (6) months prior to the
                                         expiration of the Original Term, that the Company does not wish to renew this Agreement,
                                         the term hereof shall renew automatically for an additional period of twelve (12) months
                                         from the expiration of the Original Term. Thereafter, it shall automatically renew for
                                         successive periods of twelve (12) months unless the either party provides notice to the
                                         other party that it does not wish to renew a successive period at least six (6) months
                                         prior to any such successive twelve (12) month period.



 


		3.8	Amounts
                                         Payable considered Debt. All amounts payable by the Company or the Parent, as applicable,
                                         under this Agreement shall constitute a debt owing by the Company or the Parent, as applicable,
                                         to the Executive.






 


ARTICLE
IV


OBLIGATIONS
OF THE COMPANY AND THE PARENT UPON TERMINATION


 


		4.1	Death
                                         or Disability. The Company may terminate the Executive’s employment in the event
                                         the Executive has been unable to perform his material duties hereunder because of Disability
                                         by giving the Executive notice of such termination while such Disability continues (a
                                         “Disability Termination”). The Executive’s employment shall automatically terminate
                                         on the Executive’s death. In the event the Executive’s employment with the Company terminates
                                         during the term of this Agreement by reason of the Executive’s death or as a result of
                                         a Disability Termination, then upon and immediately effective as of the Date of Termination:



 


		(a)	the
                                         Executive shall be fully and immediately vested in his unvested Stock Options, Performance
                                         Warrants and any other options or equity awards granted by the Parent to the Executive,
                                         that are unvested on the Date of Termination so that such Stock Options, Performance
                                         Warrants and equity awards are fully and immediately exercisable by the Executive;



 


		(b)	the
                                         Company shall promptly pay and provide the Executive (or in the event of the Executive’s
                                         death, the Executive’s estate):



 


		(i)	any
                                         unpaid Base Salary and any outstanding and accrued regular and special vacation pay through
                                         the Date of Termination;



 


		(ii)	any
                                         unpaid Annual Bonus, Discretionary Bonus, Performance Cash Bonus and other bonuses accrued
                                         with respect to the fiscal year ending on or preceding the Date of Termination;



 


		(iii)	reimbursement
                                         for any unreimbursed expenses incurred through to the Date of Termination; and



 


		(iv)	all
                                         other payments, benefits or fringe benefits to which the Executive may be entitled subject
                                         to and in accordance with the terms of any applicable compensation arrangement or benefit,
                                         equity or fringe benefit plan or program or grant, if any, (the payments referred to
                                         herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to
                                         as “Accrued Benefits”); and



 






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		(c)	the
                                         Company shall pay to the Executive (or in the event of the Executive’s death, the Executive’s
                                         estate) immediately upon the Date of Termination, or, if not determinable at such time,
                                         no later than the time specified in Section 3.6(a), a pro rata Annual Bonus, Performance
                                         Cash Bonus and Discretionary Bonus equal to the amount the Executive would have received
                                         if his employment continued (without any discretionary cutback) multiplied by a fraction
                                         where the numerator is the number of days in each respective bonus period prior to the
                                         Executive’s termination and the denominator is the number of days in the bonus period
                                         (the “Prorated Bonus”).



 


		4.2	Termination
                                         for Just Cause. The Company may terminate the Executive’s employment for Just Cause.
                                         In the event that the Executive’s employment with the Company is terminated during the
                                         term of this Agreement by the Company for Just Cause, the Executive shall not be entitled
                                         to any additional payments or benefits hereunder, other than the Accrued Benefits (including,
                                         but not limited to, any then vested Stock Options or other options, equity grants or
                                         Performance Warrants) and the Prorated Bonus, each of which the Company or the Parent,
                                         as applicable, shall pay or provide to the Executive immediately upon the Date of Termination,
                                         or, for any amount not determinable at such time, no later than the time specified in
                                         Section 3.6(a).






 


Notwithstanding
the foregoing, no event shall constitute or be deemed the basis for termination of the Executive’s employment for Just Cause unless
the Executive is terminated therefor within ninety (90) days after such event is known to the Chairman of the Parent, or,
if the Executive is the Chairman, known to a majority of the Board (other than the Executive) and the Executive shall not be deemed
to have been terminated for Just Cause without:


 


		(a)	advance
                                         written notice received by the Executive not less than thirty (30) days prior to the
                                         Date of Termination setting forth the Company’s intention to consider terminating the
                                         Executive and including a statement of the proposed Date of Termination, the basis for
                                         such consideration of termination for Just Cause and demanding that the Executive remedy
                                         the event, conduct, condition, act or omission that is the basis for such consideration
                                         of termination for Just Cause set forth in such notice (the “Just Cause Event”)
                                         within thirty (30) days of receipt of such notice by the Executive;



 


		(b)	an
                                         opportunity for the Executive, together with his counsel, to be heard before the Board
                                         at least ten (10) days after the giving of such notice and at least ten (10) days prior
                                         to the proposed Date of Termination;



 


		(c)	the
                                         failure on the part of the Executive to remedy the Just Cause Event within thirty (30)
                                         days from receipt of such notice, or any extension thereof granted by the Board, or the
                                         failure on the part of the Executive to take all reasonable steps to that end during
                                         such thirty (30) day period, or any extension thereof;



 


		(d)	a
                                         duly adopted resolution of the Board stating that in accordance with the provisions of
                                         the next to the last sentence of this Section 4.2 that the actions of the Executive constituted
                                         Just Cause; and



 


		(e)	written
                                         determination provided by the Board setting forth the acts and omissions that form the
                                         basis of such termination of employment. Any determination by the Board hereunder shall
                                         be made by the affirmative vote of at least a two-thirds (2/3) majority of all of the
                                         directors of the Board (other than the Executive). Any purported termination of employment
                                         of the Executive by the Company which does not meet each and every substantive and procedural
                                         requirement of this Section 4.2 shall be treated for all purposes under this Agreement
                                         as a termination of employment without Just Cause.



 






    	 	10	 



     


    

 


		4.3	Voluntary
                                         Termination for Good Reason; Involuntary Termination Other Than for Just Cause. The
                                         Executive may terminate his employment with the Company for Good Reason by giving the
                                         Company written notice of the Good Reason event within ninety (90) days after the occurrence
                                         of the Good Reason event and providing the Company a period of thirty (30) days after
                                         receipt of written notice from the Executive to cure such Good Reason Event. If the Company
                                         does not cure such Good Reason event within such thirty (30) day period, Executive’s
                                         employment will terminate for Good Reason on the last day of such thirty (30) day period.
                                         If the Executive’s employment with the Company is voluntarily terminated by the Executive
                                         for “Good Reason” or is involuntarily terminated by the Company other than
                                         for “Just Cause”, then the Company shall pay or provide the Executive with
                                         the following:



 


		(a)	any
                                         Accrued Benefits;



 


		(b)	a
                                         severance amount equal to the sum of (w) twelve (12) months of the Executive’s then current
                                         Base Salary; (x) the Executive’s maximum Discretionary Bonus for the then-current
                                         fiscal year; (y) the Executive’s Annual Bonus for the prior fiscal year; and (z) the
                                         maximum Performance Cash Bonus provided on Schedule C for the then-current fiscal year;
                                         which sum shall be paid to the Executive in full in a single lump sum cash payment; and






 


		(c)	the
                                         Executive shall be fully and immediately vested in his unvested Stock Options, Performance
                                         Warrants and any other options or equity awards granted by the Parent to the Executive
                                         so that such Stock Options, options and equity awards are fully and immediately exercisable
                                         by the Executive.



 


		4.4	Without
                                         Good Reason. The Executive may terminate his employment at any time without Good
                                         Reason by written notice to the Company and the Parent. In the event that the Executive’s
                                         employment with the Company is terminated during the term of this Agreement by the Executive
                                         without Good Reason, the Executive shall not be entitled to any additional payments or
                                         benefits hereunder, other than Accrued Benefits (including, but not limited to, any then
                                         vested Stock Options, or other options, equity grants, or Performance Warrants), the
                                         Prorated Bonus and the Performance Cash Bonus, if any, to which the Executive is entitled
                                         in accordance with Company’s EBITDA as of the Date of Termination, each of which
                                         the Company shall pay or provide to the Executive immediately upon the Date of Termination,
                                         or, for any amount not determinable at such time, no later than the time specified in
                                         Section 3.6(a).



 


		4.5	Change
                                         of Control Vesting Acceleration. In the event of a “Change of Control”,
                                         immediately effective as of the date of such Change of Control, the Executive shall be
                                         fully and immediately vested in his unvested Stock Options, Performance Warrants and
                                         any other options or equity awards granted by the Company to the Executive, that are
                                         unvested as of such date so that such Stock Options, Performance Warrants, other options
                                         and equity awards are fully and immediately exercisable by the Executive. Furthermore,
                                         the Company shall pay the Executive immediately upon the date of the Change of Control
                                         the maximum Performance Bonus provided on Schedule C for the then-current fiscal year,
                                         in addition to any amounts that the Executive may be entitled to receive as a result
                                         of his termination of employment or any other event.



 


ARTICLE
V


INDEMNIFICATION


 


		5.1	Indemnification.
                                         The Company and the Parent hereby covenant and agree, jointly and severally, that if
                                         the Executive is made a party, or is threatened to be made a party, to any action, suit
                                         or proceeding, whether civil, criminal, administrative or investigative of any nature
                                         whatsoever (a “Proceeding”), by reason of, or as a result of, the fact that
                                         he is or was an officer, employee, trustee or agent of the Company or the Parent or is
                                         or was serving at the request of the Company or the Parent as a trustee, director, officer,
                                         member, employee or agent of another corporation, partnership, joint venture, trust or
                                         other enterprise, including service with respect to employee benefit plans, whether or
                                         not the basis of such Proceeding is the Executive’s alleged action in an official capacity
                                         while serving as an officer, employee, trustee or agent of the Company or the Parent,
                                         the Executive shall be indemnified and held harmless by the Company and the Parent to
                                         the fullest extent legally permitted or authorized by the Company’s and the Parent’s
                                         constating documents or, if greater, by applicable federal, state or provincial legislation,
                                         against all costs, expenses, liability and losses of any nature whatsoever (including,
                                         without limitation, attorney’s fees, judgments, fines, interest, taxes or penalties and
                                         amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive
                                         in connection therewith (collectively, the “Indemnification Amounts”), and
                                         such indemnification shall continue as to the Executive even if he has ceased to be an
                                         officer, director, employee, trustee or agent of the Company or the Parent or other entity
                                         and shall inure to the benefit of the Executive’s heirs, executors and administrators.



 






    	 	11	 



     


    

 


		5.2	Standard
                                         of Conduct. Neither the failure of the Company, the Parent or the Board to have made
                                         a determination prior to the commencement of any proceeding concerning payment of amounts
                                         claimed by the Executive under Section 5.1 hereof that indemnification of the Executive
                                         is proper because he has met the applicable standard of conduct, nor a determination
                                         by the Company, the Parent or the Board that the Executive has not met such applicable
                                         standard of conduct, shall create a presumption that the Executive has not met the applicable
                                         standard of conduct.






 


ARTICLE
VI


GENERAL


 


		6.1	Non-Solicitation
                                         of Employees. The Executive acknowledges and agrees that during the period of his
                                         employment with the Company and for a period of twelve (12) months following termination
                                         or resignation of employment with the Company for any reason whatsoever, he will not,
                                         directly or indirectly, solicit or attempt to induce any officer, employee, contractor,
                                         agent or consultant of the Company or the Parent or any of their subsidiaries away from
                                         employment with the Company or the Parent, as applicable, whether or not such person
                                         would commit a breach of contract by reason of leaving the Company or the Parent, as
                                         applicable.



 


		6.2	Confidentiality.
                                         All Confidential Information of the Company and the Parent, their subsidiaries, and their
                                         respective customers and clients, whether it is developed by the Executive during the
                                         period employed by the Company or by others employed or engaged by or associated with
                                         the Corporation or any of its subsidiaries, is the exclusive property of the Company
                                         or the Parent, as applicable, or any of their subsidiaries or their respective customers
                                         or clients, and shall at all times be regarded, treated and protected as such, as provided
                                         in this Agreement.



 


		(a)	As
                                         a consequence of the acquisition of Confidential Information, the Executive will occupy
                                         a position of trust and confidence with respect to the affairs and business of the Company,
                                         the Parent, their subsidiaries, and their customers and clients. In view of the foregoing,
                                         the Executive agrees that it is reasonable and necessary for the Executive to make the
                                         following covenants regarding the Executive’s conduct during and subsequent to
                                         his period of employment with the Company.



 


		(i)	The
                                         Executive shall not disclose Confidential Information of the Company or the Parent, their
                                         subsidiaries, or their respective customers or clients to any person (other than as necessary
                                         in carrying out the Executive’s duties on behalf of the Corporation) at any time
                                         during or subsequent to his period of employment with the Company without first obtaining
                                         the Company’s or the Parent’s consent, as applicable, and the Executive shall
                                         take all reasonable precautions to prevent inadvertent disclosure of any such Confidential
                                         Information. This prohibition includes, but is not limited to, disclosing or confirming
                                         the fact that any similarity exists between such Confidential Information and any other
                                         information.



 






    	 	12	 



     


    

 


		(ii)	The
                                         Executive shall not use, copy, transfer or destroy any Confidential Information of the
                                         Company, the Parent, their subsidiaries, or their respective customers or clients (other
                                         than as necessary in carrying out the Executive’s duties on behalf of the Company
                                         and the Parent) at any time during or subsequent to his period of employment with the
                                         Company without first obtaining the Company’s or the Parent’s consent, as
                                         applicable, and the Executive shall take all reasonable precautions to prevent inadvertent
                                         use, copying, transfer or destruction of any such Confidential Information. This prohibition
                                         includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly,
                                         any products or services which embody or are derived from such Confidential Information
                                         or exercising judgment or performing analysis based upon knowledge of such Confidential
                                         Information.



 


		(iii)	Within
                                         five days after the termination of the Executive’s employment by the Company on
                                         any basis, or of receipt by the Executive of the Company’s or the Parent’s
                                         written request, the Executive shall promptly deliver to the Company or the Parent, as
                                         applicable, all property of or belonging to or administered by the Company, the Parent
                                         or any of their subsidiaries including without limitation all Confidential Information
                                         of the Company, its subsidiaries and their respective customers and clients that is embodied
                                         in any way, whether physical, or in electronic, magnetic, optical or other ephemeral
                                         form, and that is in the Executive’s possession or under the Executive’s
                                         control.






 


		(b)	The
                                         Executive acknowledges and agrees that the obligations under this section 6.2 are to
                                         remain in effect in perpetuity.



 


		(c)	Nothing
                                         in this Section 6.2 shall preclude the Executive from disclosing or using Confidential
                                         Information of the Company, the Parent, their subsidiaries, or their respective customers
                                         and clients at any time if disclosure of such Confidential Information is required to
                                         be made by any law, regulation, governmental body, or authority or by court order provided
                                         that before disclosure is made, notice of the requirement is provided to the Company
                                         or the Parent, as applicable, and to the extent possible in the circumstances, the Company
                                         or the Parent, as applicable, is afforded an opportunity to dispute the requirement.



 


		6.3	Resignation
                                         of Positions. The Executive agrees that after termination of his employment with
                                         the Company he will tender his resignation from any position he may hold as an officer,
                                         director or trustee of the Company, the Parent, or any of their affiliated or associated
                                         companies if so requested by the Board.



 


		6.4	Rights
and Obligations Survive. The respective rights and obligations of the parties hereunder shall survive any termination of the
Executive’s employment to the extent necessary to preserve such rights and obligations. For greater certainty, notwithstanding
anything to the contrary in this Agreement, the parties hereto acknowledge and agree that Sections 4.1, 4.2, 4.3, 4.5, 5.1,
6.4, 6.7, 6.8, 6.13, 6.15, 6.16 and 6.17 shall survive the termination of the Executive’s employment with the Company and
remain in full force and effect.



 


		6.5	Beneficiaries.
                                         The Executive shall be entitled, to the extent permitted under any applicable law, to
                                         select and change a beneficiary or beneficiaries to receive any compensation or benefit
                                         payable hereunder following the Executive’s death by giving the Company written notice
                                         thereof. In the event of the Executive’s death or a judicial determination of his incompetence,
                                         reference in this Agreement to the Executive shall be deemed, where appropriate, to refer
                                         to his beneficiary, estate or other legal representative.



 






    	 	13	 



     


    

 


		6.6	Fair
                                         and Reasonable Provisions. The Company and Executive acknowledge and agree that the
                                         provisions of this Agreement regarding further payments of the Executive’s Base Salary,
                                         Annual Bonus and other bonuses, and the exercisability and vesting of the options or
                                         equity grants granted by the Company or the Parent to the Executive, constitute fair
                                         and reasonable provisions for the consequences of such termination, do not constitute
                                         a penalty, and such payments and benefits shall not be limited or reduced by amounts
                                         the Executive might earn or be able to earn from any other employment or ventures during
                                         the remainder of the agreed term of this Agreement.



 


		6.7	Lump
                                         Sum Payment. Except as otherwise specifically provided in this Agreement, the Company
                                         shall pay the Executive any lump sum payment due to him under this Agreement within ten
                                         (10) business days of the Date of Termination. Any payments due to the Executive
                                         under this Agreement that are not paid within such time shall accrue interest, annually,
                                         on the total unpaid amount payable under this Agreement, such interest to be calculated
                                         at a rate equal to two percent (2%) in excess of the Prime Rate then in effect from time
                                         to time during the period of such non-payment.



 


		6.8	Liability
                                         Insurance. The Company and the Parent shall each use their reasonable best efforts
                                         to obtain and continue coverage of the Executive under directors’ and officers’
                                         liability insurance both during and, while potential liability exists, after the Executive’s
                                         employment with the Company in the same amount and to the same extent, if any, as the
                                         Company or the Parent, as applicable, cover their other directors and/or officers.



 


		6.9	No
                                         Derogation of Rights. Nothing herein derogates from any rights the Executive may
                                         have under applicable law.



 


		6.10	Assignability.
                                         This Agreement shall be binding upon and inure to the benefit of the parties hereto and
                                         their respective successors, heirs (in the case of the Executive) and assigns. No rights
                                         or obligations of the Company or the Parent under this Agreement may be assigned or transferred
                                         by the Company or the Parent except: (i) in the case of a “Permitted Assignment”;
                                         and (ii) such rights or obligations may be assigned or transferred pursuant to a merger,
                                         amalgamation, reorganization, continuance or consolidation in which the Company or the
                                         Parent, as applicable, is not the continuing entity, or the sale or liquidation of all
                                         or substantially all of the assets of the Company or the Parent, as applicable, provided
                                         that the assignee or transferee is the successor to all or substantially all of the assets
                                         of the Company or the Parent, as applicable, and such assignee or transferee assumes
                                         the liabilities, obligations and duties of the Company or the Parent, as applicable,
                                         as contained in this Agreement, either contractually or as a matter of law. The Company
                                         and the Parent each further agree that, in the event of a sale of assets or liquidation
                                         as described in the preceding sentence, other than in the case of Permitted Assignment,
                                         it shall take whatever action it legally can in order to cause such assignee or transferee
                                         to expressly assume the liabilities, obligations and duties of the Company or the Parent,
                                         as applicable, hereunder. No rights or obligations of the Executive under this Agreement
                                         may be assigned or transferred by the Executive other than with the prior written consent
                                         of the Company and the Parent.



 


		6.11	Authorization.
                                         The Company and the Parent each represent and warrant that they are fully authorized
                                         and empowered to enter into this Agreement and perform its obligations hereunder, which
                                         performance will not violate any agreement between the Company or the Parent, as applicable,
                                         and any other person, firm or organization nor breach any provisions of its constating
                                         documents or governing legislation.



 


		6.12	Amendment
                                         or Waiver. No provision in this Agreement may be amended unless such amendment is
                                         agreed to in writing and signed by the Executive and an authorized officer of the Company
                                         and the Parent (other than the Executive). No waiver by either party hereto of any breach
                                         by the other party hereto of any condition or provision contained in this Agreement to
                                         be performed by such other party shall be deemed a waiver of a similar or dissimilar
                                         condition or provision at the same or any prior or subsequent time. Any waiver must be
                                         in writing and signed by the Executive or an authorized officer of the Company and the
                                         Parent (other than the Executive), as the case may be.



 






    	 	14	 



     


    

 


		6.13	Governing
                                         Law and Venue. This Agreement shall be construed and interpreted in accordance with
                                         the laws of laws of the State of California and the federal law of the United States
                                         applicable therein. Each of the parties hereby irrevocably attorns to the exclusive jurisdiction
                                         of the courts located in Los Angeles, California with respect to any matters arising
                                         out of this Agreement.



 


		6.14	Notices.
                                         Any notices required or permitted to be given under this Agreement will be in writing
                                         and will be deemed to be sufficiently given if delivered in person or courier, transmitted
                                         by email or sent by regular mail, and



 


		(a)	in
                                         the case of the Parent:



 


Suite
302 - 1620 West 8th Avenue

Vancouver, British Columbia, V6J 1V4


	 	Attention:
    Chief Financial Officer	 
	 	E-mail:	            	 




 


		(b)	in
                                         the case of the Company:



 


6701
Center Drive Suite 480


Los
Angeles, California 90045


USA


	 	Attention: Chief Financial Officer	 
	 	E-mail:	               	 




 


		(c)	in
                                         the case of the Executive:



 


to
the last address of the Executive in the records of the Company or the Parent or any of their subsidiaries or to such other address
as the parties may from time to time specify by notice given in accordance herewith.


 


Any
notice so given will be deemed to be received on the date of delivery by person or by courier or transmission by email or on the
fifth (5th) business day following the date of mailing.


 






    	 	15	 



     


    

 


		6.15	409A
                                         Compliance. This Agreement is intended not to result in the imposition of any tax,
                                         interest charge or other assessment, penalty or addition under Section 409A of the Internal
                                         Revenue Code (“Section 409A”). All terms and conditions of this Agreement
                                         are intended, and shall be interpreted and applied to the greatest extent possible in
                                         such manner as may be necessary, to exclude any compensation and benefits provided by
                                         this Agreement from the definition of “deferred compensation” within the
                                         meaning of Section 409A or to comply with the provisions of Section 409A and any rules,
                                         regulations or other regulatory guidance issued under Section 409A. For purposes of determining
                                         the timing of any payment under Article IV, “Date of Termination” shall mean
                                         the date on which the Executive incurs a “separation from service” as such
                                         term is defined for purposes of Section 409A. Each payment schedule set forth in this
                                         Agreement is intended to be exempt from or to comply with the requirements of Section
                                         409A and shall be interpreted consistently therewith. Each payment in any series of payments
                                         that may be provided under this Agreement shall be considered a separate payment for
                                         purposes of Section 409A. In order to comply with Section 409A, (i) in no event shall
                                         any expense reimbursement payments under Section 3.6(e) or otherwise be made later than
                                         the end of the calendar year next following the calendar year in which such expenses
                                         were incurred, and the Executive shall be required to have submitted substantiation for
                                         such expenses at least ten (10) days before the last date for payment, (ii) the amount
                                         of such expenses to be paid in any given calendar year shall not affect the expenses
                                         to be paid in any other calendar year, and (iii) the Executive’s right to payment
                                         of such expenses may not be liquidated or exchanged for any other benefit. Notwithstanding
                                         any other provision in this Agreement, solely to the extent that a delay in payment is
                                         required in order to avoid the imposition of any tax under Section 409A, if a payment
                                         obligation under this Agreement arises on account of the Executive’s “separation
                                         from service” (within the meaning of Section 409A of the Code) while the Executive
                                         is a “specified employee” (as determined for purposes of Section 409A(a)(2)(B)
                                         of the Code), then payment of any amount or benefit provided under this Agreement that
                                         is considered to be non-qualified deferred compensation for purposes of Section 409A
                                         of the Code and that is scheduled to be paid within six (6) months after such separation
                                         from service shall be paid without interest on the first business day after the date
                                         that is six (6) months following the Executive’s separation from service.






 


		6.16	Independent
                                         Legal Advice. The Executive hereby represents and warrants to the Company and the
                                         Parent and acknowledges and agrees that he had the opportunity to seek, was not prevented
                                         nor discouraged by the Company or the Parent from seeking and did obtain, or elected
                                         not to obtain, independent legal advice prior to the execution and delivery of this Agreement.



 


		6.17	Severability.
                                         If any provision contained herein is determined to be void or unenforceable for any reason,
                                         in whole or in part, it shall not be deemed to affect or impair the validity of any other
                                         provision contained herein and the remaining provisions shall remain in full force and
                                         effect to the fullest extent permissible by law.



 


		6.18	Entire
                                         Agreement. This Agreement and the schedules and the recitals hereto contains the
                                         entire understanding and agreement between the parties concerning the subject matter
                                         hereof and supersedes all prior agreements, understandings, discussions, negotiations
                                         and undertakings, whether written or oral, between the parties with respect thereto.



 


		6.19	Currency.
                                         Unless otherwise specified herein all references to dollar or dollars are references
                                         to U.S. dollars.



 


		6.20	Further
                                         Assurances. Each of the Executive, the Company and the Parent will do, execute and
                                         deliver, or will cause to be done, executed and delivered, all such further acts, documents
                                         and things as the Executive, the Company or the Parent may require for the purposes of
                                         giving effect to this Agreement.



 


		6.21	Counterparts/Facsimile
                                         Execution. This Agreement may be executed in any number of counterparts, each of
                                         which when delivered, either in original, electronic or facsimile form, shall be deemed
                                         to be an original and all of which together shall constitute one and the same document.



 









    	 	16	 



     


    

 


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


 





	VERSUS
    SYSTEMS, INC.	 	VERSUS
    LLC
	 	 	 
	By:	/s/ Matthew Pierce	 	By:	/s/ Matthew Pierce
	Name: 	Matthew Pierce	 	Name: 	Matthew Pierce
	Title:	Chief
Executive Officer	 	Title:	Chief
Executive Officer
	 	 	 
	 	 	 
	SIGNED,
    SEALED and DELIVERED	)	 
	by
    CRAIG CHARLES FINSTER	)	 
	in
    the presence of:	)	 
	 	)	/s/
Craig Charles Finster
	/s/
Yona Warmin	)	CRAIG
    CHARLES FINSTER
	 	 	 
	Witness	)	
	 	 	 
	6701
Center Drive W, Suite 480 Los Angeles, CA	)	 
	Address	)	 
	 	)	 
	 	)	 
	Office
Manager	)	 
	Occupation	 	 


 







    	 	17	 



     


    

 


SCHEDULE
A


 


EXECUTIVE’S
DUTIES


 


Management
of all matters relating to the operations of the Company and the Parent, including:


 


		1.	Performance
                                         of the duties normally associated with the office of Chief Financial Officer and President;



 


		2.	Supervision
                                         of investor relations and corporate information dissemination;



 


		3.	Participation
                                         in the development of strategy, policies and programs for review and approval by the
                                         Board;



 


		4.	The
                                         review and assessment of business opportunities presented to the Company and the Parent;



 


		5.	Preparation
                                         of business plans as required from time to time for review and approval by the Board;



 


		6.	Monitoring
                                         and control of the operations of the Company and the Parent; and



 


		7.	Performance
                                         of such other duties consistent with the Executive’s position which the Board shall,
                                         from time to time, reasonably direct.



 




    	 	Sch A-1	 



     


    

 


SCHEDULE
B


 


PERFORMANCE
MILESTONES


 


CRAIG
CHARLES FINSTER


 


NONE


 




    	 	Sch B-1	 



     


    


 


SCHEDULE
C


 


CASH
BONUS MILESTONES


 


CRAIG
CHARLES FINSTER


 


The
Executive shall receive a cash bonus in an amount set forth below, in accordance with the EBITDA attained in the then-current
fiscal year:


 


	Performance Milestone	 	Cash Bonus
	The Company generating EBITDA of at least US$1 million within the then current fiscal year.	 	50% of Base Salary
	The Company generating EBITDA of at least US$2 million within the then current fiscal year.	 	100% of Base Salary
	The Company generating EBITDA of at least US$4 million within the then current fiscal year.	 	200% of Base Salary




 




    	 	Sch C-1	 



     


    

 


SCHEDULE
D


 


NONE


 




    	 	Sch D-1	 



     


    




 


SCHEDULE
E


 


STOCK
OPTIONS


 


CRAIG
FINSTER


 


1.
On the Effective Date, subject to the Company’s stock option plan, the Executive shall be entitled to receive 100,000 options
to purchase common shares in the capital of the Company at the market price per common share on the day of grant which such options
shall vest and become exercisable in accordance with the following dates:


 


a.
34,000 options vest and become exercisable on the Effective Date;


b.
33,000 options vest and become exercisable one year from the Effective Date; and


c.
33,000 options vest and become exercisable two years from the Effective Date.


 


 




Sch
E-1