Exhibit
10.3


 


DIRECTOR
SERVICES AGREEMENT


 


This
Director Services Agreement is made on December 31, 2020


 


Between:


 


		1.	SensaSure
                                            Technologies Inc. (a Nevada Corporation) whose registered office is at 505 Park Avenue, 4th
                                            Floor, New York, New York 10022; and



 


		2.	Michael Doron
                                            of 1509 Homespun Road, Austin, TX 78745, USA



 


It is agreed
as follows:


 


		1.	Definitions



 


		1.1.	In
this agreement the following definitions apply:



 


		1.1.1.	“We”,
                                            “we”, “Our”, “our”, “us”, “ours”
                                            — SensaSure Technologies



 


		1.1.2.	“You”,
                                            “you”, “Your”, “your”, “yours” — Michael
                                            Doron



 


		1.1.3.	“board”
                                            — Our board of directors and any person acting with the board’s authority including
                                            you.



 


		1.1.4.	“our
                                            premises” — 505 Park Avenue, 4th Floor, New York, New York 10022.



 


		1.1.5.	“your
                                            employment” — Your employment under this agreement.



 


		1.1.6.	“intellectual
                                            property” — Copyright, database rights, designs (registered and unregistered),
                                            patents, trademarks, moral rights and any other intellectual property rights of any nature
                                            whether registered or unregistered anywhere in the world.



 


		2.	Duration of
                                            employment



 


		2.1.	Your
                                            term as a Director started on January 1, 2021 and will continue for a period of 60 months
                                            when it will be reviewed further, unless and until it is ended under clause 21.



 


		3.	Period continuously
                                            employed



 


		3.1.	For
                                            the purposes of this agreement the relevant date for calculating your continuous term as
                                            a Director is January 1, 2021.



 


		4.	Former contracts



 


		4.1.	This
                                            agreement replaces all other employment agreements between the parties if any shall exist.



 






    Page 1 of 16


     


    

 


		4.2.	You
                                            confirm that you will not breach any duty of any type owed to any person by signing this
                                            agreement.



 


		5.	Job title



 


		5.1.	We
                                            will retain you as a Director on the Board of Directors.



 


		5.2.	For
                                            the purposes of this Agreement yours is a senior position.



 


		5.3.	The
                                            description of your responsibilities and duties during your term as a Director are set out
                                            in Schedule 1.



 


		6.	Promotion and
                                            protection of our interests



 


		6.1.	During
                                            your term as a Director you must:



 


		6.1.1.	make
                                            reasonable and lawful decisions;



 


		6.1.2.	comply
                                            with all necessary rules, regulations, policies, statements and procedures;



 


		6.1.3.	keep
                                            us promptly and fully informed of your conduct of our business and explain your actions to
                                            us whenever requested;



 


		6.1.4.	account
                                            to us for any inducement offered to you for any business transaction;



 


		6.1.5.	devote
                                            sufficient time and attention to our business as necessary discretion;



 


		6.1.6.	do
                                            your best to promote our interests and our business;



 


		6.1.7.	do
                                            your job to the best of your ability.



 


		6.2.	During
                                            your term as a Director you must not:



 


		6.2.1.	do
                                            anything which could damage our interests or our business;



 


		6.2.2.	prepare
                                            to join a competitor of ours or to set up in competition with us;



 


		6.2.3.	introduce
                                            any business which we could deal with to any person other than us;



 


		6.2.4.	receive
                                            for your own benefit (directly or indirectly) any inducement of any sort for any business
                                            transaction;



 


		6.2.5.	agree
                                            on our behalf:



 






    Page 2 of 16


     


    

 


		6.2.5.1.	to
                                            purchase or lease any land, building or premises; or



 


		6.2.5.2.	to
                                            give any debenture, mortgage or other security on any of our property;



 


		6.2.6.	agree
                                            on our behalf to any capital financing, purchases or sales;



 


		6.2.7.	agree
                                            on our behalf to employ any employee, worker or agent;



 


		6.2.8.	dismiss
                                            any employee, worker or agent;



 


		6.2.9.	agree
                                            on our behalf to purchase or sell goods or services.



 


		6.3.	If
                                            you are in breach of any of the terms of this agreement you must tell us immediately and
                                            must indemnify us in relation to any liability we incur as a result of your breach.



 


		6.4.	If
                                            you become aware of any misconduct or other breach of contract committed by any of our other
                                            employees you must advise all Board members immediately.



 


		6.5.	You
                                            must not use our telephones, faxes, IT equipment or stationery for anything other than our
                                            business. We own any communications sent, received and stored on such media. We are able
                                            to monitor and intercept telephone calls, letters, faxes and emails and to identify the sender
                                            and the recipient. You authorize us to do so.



 


		7.	Place of work



 


		7.1.	Your
                                            main place of work will be considered our premises however your actual work performance may
                                            be done virtually,



 


		8.	Normal hours
                                            of work



 


		8.1.
                               	You
                                            agree to provide your services to the company on an as needed basis.



 


		9.	Pay



 


		9.1.	Compensation
                                            shall be in the form of stock in the company.



 


		10.	Expenses



 


		10.1.	Subject
                                            to clause 10.4 below, we will reimburse you for all reasonable out of pocket expenses incurred
                                            in doing your job.



 


		10.2.	Payment
                                            will be made monthly in arrears.



 


		10.3.	You
                                            must produce such invoices, vouchers or other evidence as we may require.



 


		10.4.	You
                                            must not incur any expense greater than $500.00 without prior written or oral authorization
                                            from the Board of Directors.



 






    Page 3 of 16


     


    

 


		11.	Holidays



 


		11.1.	All
                                            holidays normally observed as national holidays you will have as holiday time.



 


		12.	Personal records



 


		12.1.	You
                                            understand and agree that during the course of your directorship we will compile a personnel
                                            file for you containing details concerning your term as a Director and any relevant previous
                                            employment.



 


		12.2.	You
                                            authorize us to retain sensitive information in your personnel file for all purposes connected
                                            with your directorship.



 


		12.3.	You
                                            must authorize us to release your personnel file or any of the details contained in it to
                                            any person.



 


		13.	Outside interests



 


		13.1.	During
                                            your term as a Director you must not directly or indirectly be employed, engaged, concerned
                                            or interested in any business or undertaking or any activity which we consider may be or
                                            become harmful to our interests, which might interfere with your fiduciary responsibility
                                            or which may be or become in competition with us.



 


		13.2.	Nothing
                                            in clause 13.1 prevents you from holding or being beneficially interested in the shares in
                                            any company quoted on a Stock Exchange or equivalent recognized investment exchange.



 


		14.	Our documents



 


		14.1.	All
                                            notes, memoranda, records, papers, documents, correspondence, writings, contact lists, address
                                            books, and all information recorded on magnetic tape or disc or otherwise recorded or stored
                                            for reproduction whether by manual, mechanical or electronic means including any copy which
                                            is in your possession or control and which relates to us will be and remain our property.



 


		14.2.	Our
                                            documents must not be used for any unauthorized purpose.



 


		14.3.	You
                                            must return all such items in your possession or under your control to us when requested.



 


		15.	Our property



 


		15.1.	You
                                            must not remove our property from our premises unless specifically authorized to do so.






 






    Page 4 of 16


     


    




 


		15.2.	You
                                            are responsible for the care of property issued to you and you must produce such property
                                            to us for inspection when requested.



 


		15.3.	You
                                            must not use our property for any unauthorized purpose.



 


		15.4.	Any
                                            property issued to you will remain ours and you must return such property to us when requested.



 


		16.	Confidential
                                            information



 


		16.1.	In
                                            the course of your term as a Director you will have access to and be entrusted with information
                                            in respect of our business and our suppliers’, clients’ and agents’ businesses,
                                            which information is or may be secret or confidential and important to us and our suppliers,
                                            clients and agents respectively.



 


		16.2.	Such
                                            information includes (but is not limited to) that relating to inventions, ideas, dealings,
                                            transactions, plans, proposals, policies, statements, procedures, rules, regulations, operations,
                                            finances, prices, business, marketing, development, manpower plans, client lists or details
                                            (whether held electronically or otherwise), contact lists, address books, computer systems
                                            and software, designs for products or proposed products, designs for machinery for the manufacture
                                            of products or proposed products, manufacturing processes, terms of business (whether for
                                            sale or purchase) including discounts given and received and renewal dates of contracts,
                                            salaries and any employee’s terms and conditions of employment, formulae and know-how
                                            or other matters connected with the products or services purchased, manufactured, marketed
                                            or provided by us.



 


		16.3.	You
                                            must not at any time whether during or after the end of your term as a Director directly
                                            or indirectly, whether alone or with or on behalf of any other person other than to perform
                                            as a Director as required or permitted by law:



 


		16.3.1.	divulge
                                            such information to any person;



 


		16.3.2.	use
                                            such information for your own purposes or for any purposes which are not our purposes;



 


		16.3.3.	permit
                                            any unauthorized disclosure of any such information.



 


		16.4.	You
                                            must do your best to prevent any other person disclosing such information.



 


		16.5.	Clause
                                            20 does not relate to information that is (other than through your breach of clause 20) generally
                                            available to the public.



 






    Page 5 of 16


     


    

 


		16.6.	You
                                            might also gain access to confidential information relating to employees, either from the
                                            other employees themselves or in the course of your term as a Director.



 


		16.7.	Unauthorized
                                            and inappropriate disclosure of confidential information is likely to amount to a disciplinary
                                            offense and may, in certain circumstances, be subject to criminal sanctions.



 


		17.	Public interest
                                            disclosure



 


		17.1.	If
                                            you are concerned that we or any of our employees, suppliers, clients or agents may be guilty
                                            of:



 


		17.1.1.	a
                                            criminal offense;



 


		17.1.2.	failure
                                            to comply with a legal obligation;



 


		17.1.3.	miscarriage
                                            of justice;



 


		17.1.4.	endangering
                                            health or safety;



 


		17.1.5.	damage
                                            to the environment; or



 


		17.1.6.	concealing
                                            any of the above, you must report the matter immediately to the full Board of Directors.



 


		17.2.	We
                                            encourage employees to report all such acts or failures and consequently it is a condition
                                            of your term as a Director that you must do so immediately that you become aware of one.
                                            Failure to do so may result in disciplinary action being taken against you. In serious cases,
                                            your term as a Director may be terminated without notice or payment in lieu.



 


		17.3.	We
                                            will investigate your concerns.



 


		17.4.	We
                                            will try to conclude an investigation, to inform you of the result and to commence any remedial
                                            action we consider appropriate within a period or periods that we will set when we start
                                            the investigation. If we are unable to comply with any time limit, we will inform you within
                                            that time limit and we will tell you how much longer we expect to need.



 


		18.	Intellectual
                                            property



 


		18.1.	While
                                            we retain you as a Director, you might, either alone or with others, create or conceive:



 


		18.1.1.	inventions,
                                            novel creations, ideas, discoveries, developments, writings, trademarks, service marks, designs,
                                            drawings, improvements and innovations; and/or



 


		18.1.2.	works
                                            in which copyright, design right and/or database right will subsist in various media.



 






    Page 6 of 16


     


    

 


		18.2.	You
                                            must maintain full records of your activities and present them to us when we ask you to do
                                            so. We will own such records.



 


		18.3.	You
                                            must tell us about such matters as soon as you are aware of them and you must not give any
                                            other person any details of them.



 


		18.4.	You
                                            agree that any intellectual property in such matters belongs to us. To the extent that it
                                            does not belong to us automatically, you must transfer it to us unconditionally. We will
                                            pay the expenses involved. This clause does not affect any right you may have to apply for
                                            a patent in your own name.



 


		18.5.	You
                                            will do everything necessary to assist in the transfer of any intellectual property to us
                                            including, but not limited to, signing any document we consider necessary.



 


		18.6.	You
                                            will do everything necessary to assist in any application for us to be registered as owner
                                            of such intellectual property. You appoint us as your agent to enable us to be registered.



 


		18.7.	You
                                            will not claim ownership of or assert any moral right in such intellectual property and you
                                            must not do anything that will jeopardize our rights or any application we may make for registration.



 


		18.8.	You
                                            must not use or make reference to any intellectual property other than for our purposes nor
                                            promote such intellectual property for your own benefit.



 


		18.9.	When
                                            any such matter is created or conceived, we and not you must be identified as the owner of
                                            it and of the intellectual property in it. This includes, but is not limited to, our name
                                            appearing on any such matter.



 


		18.10.	You
                                            give us a warranty that no such matter infringes the rights of any other person known to
                                            you at the time of the execution of this agreement. If any other person makes a claim against
                                            us, you will cooperate in the defense of any such claim.



 


		18.11.	If
                                            any such matter does infringe the rights of any other person, we will not admit liability.



 


		18.12.	If
                                            a third party obtains or in our opinion is likely to obtain an injunction preventing us from
                                            using such matters, you must do everything you can to ensure we can continue to use such
                                            matters without infringing the injunction, including obtaining any necessary license.



 


		18.13.	Clause
                                            26 applies to such matters created or conceived:



 






    Page 7 of 16


     


    

 


		18.13.1.	during
                                            or outside normal working hours;



 


		18.13.2.	before
                                            or within six months after the end of your employment;



 


		18.13.3.	in
                                            relation to our business and its current activities; and



 


		18.13.4.	where
                                            it involves the use of our equipment, supplies, facilities, confidential information or time.



 


		18.14.	Nothing
                                            in this clause is intended to affect or diminishes your rights under the Patents Act of 1977.



 


		19.	Grievance procedure



 


		19.1.	If
                                            you have any grievance relating to your employment, you should raise it in writing with the
                                            Board of Directors.



 


		19.2.	Any
                                            decision rendered by the Board of Directors shall be final.



 


		20.	Disciplinary
                                            procedure



 


		20.1.	If:



 


		20.1.1.	you
                                            commit any act of misconduct; or



 


		20.1.2.	you
                                            appear incapable of performing the duties or doing the work allocated to you; or you commit
                                            an act of gross misconduct or gross negligence; or



 


		20.1.3.	your
                                            role becomes redundant or we contemplate terminating your term as a Director for some other
                                            substantial reason,



 


The
Board of Directors shall meet and hear all evidence, written and oral, and make a decision regarding the misconduct. The decision of
the Board of Directors shall be final.


 


		20.2.	The
                                            following offenses are examples of misconduct:



 


		20.2.1.	failure
                                            to do your job or to follow lawful instructions;



 


		20.2.2.	persistent
                                            or regular absenteeism;



 


		20.2.3.	minor
                                            damage to our property or property in our possession, custody or control;



 


		20.2.4.	minor
                                            breach of our rules or of this agreement;



 


		20.2.5.	abusive
                                            behavior;



 


		20.2.6.	failure
                                            to disclose to us matters as required in clause 25.



 


		20.2.6.	failure
to disclose to us matters as required in clause 25.



 


Offenses of a similar nature will also
                                            be dealt with under this procedure.


 






    Page 8 of 16


     


    

 


		20.3.	The
following are examples of incapability:








 


		20.3.1.	poor
                                            performance



 


		20.3.2.	persistent
                                            or long term absenteeism;



 


		20.3.3.	incompetence;



 


		20.3.4.	unsuitability;
                                            Matters of a similar nature will also be dealt with under this procedure.



 


		20.4.	The
following offenses are examples of gross misconduct:



 


		20.4.1.	theft;



 


		20.4.2.	unauthorized
                                            possession of our documents or property;



 


		20.4.3.	unauthorized
                                            use of our facilities;



 


		20.4.4.	unauthorized
                                            acceptance of gifts;



 


		20.4.5.	serious
                                            damage to our property or property in our possession, custody or control;



 


		20.4.6.	harassment
                                            or any other form of discrimination;



 


		20.4.7.	falsification
                                            (whether by inclusion or omission of information) of reports, accounts, expense claims or
                                            self certification forms;



 


		20.4.8.	refusal
                                            to carry out duties or reasonable instructions;



 


		20.4.9.	intoxication
                                            by reason of drink or drugs;



 


		20.4.10.	operating
                                            machinery or driving after consumption of drink or drugs;



 


		20.4.11.	serious
                                            breach of our rules or of this agreement;



 


		20.4.12.	violent,
                                            dangerous or intimidatory conduct;



 


		20.4.13.	gross
                                            insubordination;



 


		20.4.14.	breach
                                            of health and safety regulations;



 


		20.4.15.	disclosure
                                            of any private or confidential information relating to our officers, employees, suppliers,
                                            clients agents or us except as set out in this agreement. 



 


Offenses of a similar nature will
                                            be dealt with under this procedure.


 






    Page 9 of 16


     


    

 


		21.	Termination



 


		21.1.	Either
                                            party may end your term as a Director by giving the other notice in writing. Subject to clause
                                            31:



 


		21.1.1.	we
                                            must give you one week’s notice prior to termination;



 


		21.1.2.	you
                                            must give us one week’s notice prior to your resignation.



 


		21.2.	Nothing
                                            in clause 31 will prevent us from terminating your term as a Director without notice and
                                            without pay in lieu if you are guilty of gross misconduct.



 


		22.	Post
                                            termination restrictions – The twelve (12) month period following the end of your employment



 


		22.1.	Clients
                                            and agents During the Restricted Period you must not with a view to supplying drug
                                            testing products, including (but not limited to) any products similar to those in respect
                                            of which we own a patent:



 


		22.1.1.	canvas,
                                            solicit or approach any person who (at any time during the 12 months before you are last
                                            required to do work under this agreement) is a client or agent of ours; or



 


		22.1.2.	deal
                                            or contract with any person who (at any time during the 12 months before you are last required
                                            to do work under this agreement) is a client or agent of ours,



 


		22.2.	Tenders
                                            During the Restricted Period you must not solicit, interfere with, tender for or
                                            try to entice away from us any contracts, projects, business or the renewal of any of them
                                            which is being negotiated at any time during the 12 months before you are last required to
                                            do work under this agreement and in which negotiation you are involved.



 


		22.3.	Competition
                                            During the Restricted Period you must not carry on or be engaged in the role of a
                                            Director or have any interest in any business within Europe that is similar to the business
                                            that we carry on.



 


		22.4.	Employees
                                            During the Restricted Period you must not:



 


		22.4.1.	solicit
                                            or attempt to entice from our employment any employee of ours over whom you exercise control
                                            or influence at any time during the 12 months before you are last required to do work under
                                            this agreement; or



 






    Page 10 of 16


     


    

 


		22.4.2.	employ
                                            or negotiate or arrange the employment or engagement of any employee of ours over whom you
                                            exercise control or influence at any time during the 12 months before you are last required
                                            to do work under this agreement.



 


		22.5.	Clause
                                            24.1 only applies where we have a relationship to protect. If the client or agent in question
                                            habitually deals with a number of other suppliers of drug delivery and diagnostic products
                                            within Europe, nothing in clause 24.1 will prevent you canvassing, soliciting, approaching,
                                            dealing or contracting with such a client or agent on behalf of such a supplier but you must
                                            bear in mind, if doing so, that you also have a duty of confidentiality to us as set out
                                            in clause 24.



 


		22.6.	Nothing
                                            in clause 24 prevents you from holding or being beneficially invested in up to 5% of the
                                            shares in any company quoted on a valid Stock Exchange or equivalent recognized investment
                                            exchange. This section does not apply to private companies that are not competing with the
                                            product we are manufacturing.



 


		22.7.	The
                                            restrictions contained in clauses 24.1 and 24.2 prohibit only activities that are in competition
                                            with us at the relevant time.



 


		22.8.	The
                                            restrictions contained in clauses 24.1 and 24.2, apply during your term as a Director in
                                            respect of activities that are or will be in competition with us at the relevant time.



 


		22.9.	Each
                                            of the restrictions in clause 24 applies to stop you acting directly or indirectly, whether
                                            alone or with or on behalf of any other person.



 


		22.10.	If
                                            you breach any of the restrictions set out in clause 24 after the end of the term as a Director,
                                            the Restricted Period will begin again from the date of the last such breach of that restriction.
                                            The period of the restriction will then be calculated from the date of the breach rather
                                            than from the end of the term as a Director.



 


		23.	Additional
                                            provisions relating to clause 24



 


		23.1.	You
                                            undertake that you will immediately draw the restrictions contained in clause 24 to the attention
                                            of any person with whom you seek work, who approaches you with an offer of work or with whom
                                            you anticipate going into business.



 


		23.2.	You
                                            understand that you should receive legal advice as to the terms and effect of these restrictions
                                            before agreeing to be bound by them.



 


		23.3.	The
                                            parties agree that each of the restrictions contained in clause 24 is reasonable and necessary
                                            as between themselves and to protect our reasonable interests. If, however, any of them is
                                            found by a court to be unreasonable or unenforceable but would be reasonable and enforceable
                                            if certain words were deleted or added, then the restriction will apply with those words
                                            deleted or added as appropriate.



 






    Page 11 of 16


     


    

 


		23.4.	Each
                                            of the restrictions contained in clause 24 is to be treated as separate and can be severed
                                            from the others. If any one or more of the restrictions is found to be unenforceable this
                                            will not affect the enforceability of the other restrictions.



 


		23.5.	We
                                            may give you notice to change or to reduce the scope of the restrictions contained in clause
                                            24 at any time.



 


		23.6.	We
                                            may transfer or assign our rights under clause 24 to any successor of ours. You may not transfer
                                            or assign any rights or obligations under clause 24 to any other.



 


		24.	Misrepresentation



 


		24.1.	You
                                            must not make any untrue statement in relation to us and, in particular, must not state or
                                            suggest to any person that you remain retained by or connected with us after the end of your
                                            term as a Director.



 


		24.2.	You
                                            must not use any name that includes our name or any name similar to it for any purpose that
                                            is not our purpose either before or after the end of your term as a Director.



 


		25.	Changes to
                                            terms



 


		25.1.	Within
                                            this agreement, we have given ourselves the right to make various, specific changes.



 


		25.2.	We
                                            may also give you notice that we want to make changes to any of the terms of this agreement.



 


		25.2.1.	No
                                            such change will be effective unless notified to you in writing.



 


		25.2.2.	You
                                            will be given at least one month’s notice of any proposed change.



 


		25.2.3.	Each
                                            change will be deemed accepted unless you notify us of any objection in writing before the
                                            end of the relevant notice period.



 


		25.3.	From
                                            time to time, we may give you authority to do certain things on our behalf that are normally
                                            forbidden by this agreement.



 


		25.3.1.	We
                                            will set out your authority in writing.



 


		25.3.2.	We
                                            will limit the period and scope of your authority as we consider appropriate.



 


		25.3.3.	Such
                                            authority will not amount to a change to the terms of this agreement other than for its own,
                                            limited purposes.



 






    Page 12 of 16


     


    

 


		26.	Waiver



 


		26.1.	No
                                            waiver by us of any right or remedy arising either from any breach by you of any term of
                                            this agreement or from any default by you under this agreement will prevent the subsequent
                                            enforcement of this agreement.



 


		26.2.	If
                                            we waive any breach or default by you on any occasion, that will not be deemed a waiver of
                                            any subsequent breach or default and will not affect any other right that we have or may
                                            have against you under this agreement.



 


		26.3.	Failure
                                            or delay on our part to exercise any right or remedy that we have or may have under this
                                            agreement will not prevent us exercising such right or remedy or any other right or remedy.



 


		26.4.	No
                                            single or partial exercise of any right or remedy will stop us from exercising any such right
                                            or remedy or any other right or remedy.



 


		27.	Invalidity
                                            or unenforceability



 


		27.1.	The
                                            complete or partial invalidity or unenforceability of any provision of this agreement for
                                            any purpose will not affect the validity or enforceability of such provision for any other
                                            purpose and will not affect the remaining provisions of this agreement.



 


		28.	Provisions
                                            operating after the end of the agreement



 


		28.1.	Any
                                            provision of this agreement that is expressed to operate or have effect for our benefit after
                                            the end of your term as a Director will do so however your term as a Director ends.



 


		29.	Notices



 


		29.1.	Any
                                            notice to be given under this agreement must be in writing and signed by the party issuing
                                            the notice.



 


		29.2.	Any
                                            notice may be served personally by hand or by pre-paid first class post.



 


		29.3.	Notices
                                            may be served:



 


		29.3.1.	on
                                            you at the address set out above or, if you change address and notify us of your new address,
                                            to your new address; and






 


		29.3.2.	on
                                            us at our premises or at such other address in the US as we may notify to you.



 






    Page 13 of 16


     


    

 


		29.4.	Any
                                            notice will be served:



 


		29.4.1.	if
                                            delivered personally, upon delivery;



 


		29.4.2.	if
                                            by pre-paid first class post, at 5.00 pm on the second working day after posting.



 


		29.5.	To
                                            prove personal service, it will be necessary to prove that the content of the notice was
                                            drawn to the attention of the recipient at the time of service.



 


		29.6.	To
                                            prove service by pre-paid first class post it will be necessary only to prove that the notice
                                            was placed in an envelope and that the envelope was properly stamped, addressed and posted.



 


		30.	Third party
                                            rights



 


		30.1.	Any
                                            associated employer may rely on appropriate clauses against you and every reference to us
                                            in those clauses will be construed to include every such associated employer. For this purpose
                                            only, we sign this agreement on our own behalf and as agent for all associated employers.



 


		30.2.	Except
                                            as provided in clause 32.1, the effects of the Rights of Third Parties are excluded from
                                            this agreement.



 


		30.3.	No
                                            party to this agreement needs permission from any third party to change or end this agreement.



 


		31.	Entire agreement



 


		31.1.	This
                                            agreement constitutes the entire agreement between the parties in relation to your term as
                                            a Director. Other than as set out in this agreement, the rules, regulations, policies, statements
                                            and procedures to which it refers have no contractual force.



 


		31.2.	If
                                            there is any difference between what is set out in this agreement and what is set out in
                                            any other document, the details in this agreement are the correct details.



 


		31.3.	You
                                            confirm that in signing this agreement, you are not relying on anything we may have told
                                            you or put in writing that is not contained in this agreement.



 


		31.4.	Clause
                                            33.3 is not intended to exclude liability for fraudulent misrepresentation.



 


		32.	Interpretation



 


		32.1.	In
                                            this agreement, the headings and table of contents are inserted for convenience only and
                                            do not affect its interpretation or construction.



 


		32.2.	In
                                            this agreement, references to clauses and schedules are, unless otherwise stated, to clauses
                                            of and schedules to this agreement. References to this agreement include all clauses of and
                                            schedules to this agreement.



 


		32.3.	In
                                            this agreement, references to the singular include the plural and vice versa unless that
                                            does not make sense in the context of the reference.



 


		32.4.	In
                                            this agreement, references to the masculine, feminine or neuter include each of them unless
                                            that does not make sense in the context of the reference.



 


		32.5.	In
                                            this agreement, references to statutes or to statutory instruments include all re-enactments
                                            or modifications of them and any regulations made under them except to the extent that any
                                            such reference has the effect of extending, increasing or prolonging our liabilities set
                                            out in this agreement.



 


		32.6.	Words
                                            and expressions will be given the normal business meaning in this agreement unless they are
                                            given a different meaning within this agreement or unless to do so does not make sense in
                                            the context in which the word or expression is used.



 


		32.7.	This
                                            agreement is subject to Nevada State law and the parties agree to submit to the Nevada courts
                                            in dealing with any claim or matter arising.



 






    Page 14 of 16


     


    

 


Signed on
behalf of


 


	SENSASURE TECHNOLOGIES INC.  
	 
	By:	/s/ John
    Trainor	 
	Name:	John
Trainor 	 
	Title: 	Chief Executive Officer	 
	 	 
	Signed by Director  	 
	 	 
	 	/s/ Michael Doron	 
	Name:	Michael Doron, Chairman and Director 	 



 




    Page 15 of 16


     


    

 


Schedule
One – Director Responsibilities


 


		1.	Provide
continuity for the organization by setting up a corporation or legal existence, and to represent the organization's point of view through
interpretation of its products and services, and advocacy for them.



 


		2.	Select
and appoint a chief executive to whom responsibility for the administration of the organization is delegated, including:



 


		-	to
review and evaluate his/her performance regularly on the basis of a specific job description, including executive relations with the
board, leadership in the organization, in product/service/program planning and implementation, and in management of the organization
and its personnel:



 


		-	to offer administrative
                                            guidance and determine whether to retain or dismiss the executive.



 


		3.	Govern
the organization by broad policies and objectives, formulated and agreed upon by the chief executive and employees, including to assign
priorities and ensure the organization's capacity to carry out products/services/programs by continually reviewing its work.



 


		4.	Acquire
sufficient resources for the organization's operations and to finance the products/services/programs adequately.



 


		5.	Account
to the stockholders (in the case of a for-profit) or public (in the case of a nonprofit) for the products and services of the organization
and expenditures of its funds, including:



 


		-	provide
for fiscal accountability, approve the budget, and formulate policies related to contracts from public or private resources:



 


		-	accept
responsibility for all conditions and policies attached to new, innovative, or experimental products/services/programs.



 


 


Page
16 of 16