EXECUTIVE EMPLOYMENT
AGREEMENT


 


This Executive Employment Agreement
(this “Agreement”) is made effective as  of
March 12, 2015 (“Effective Date”), by and between Voice Life Inc. a Nevada
corporation (“Company”), and Robert Smith (“Executive”).


 


The parties agree as
follows:


 


1.   
Definitions. For the purposes of this Agreement, the following
terms have the meanings specified or referred to in this Section
1.


 


“Board”
— means the board of directors of Company.


 


“Cause”
— means the
occurrence of any
of the following
events during Executive’s employment
under this Agreement: (a) Executive’s conviction of a felony  involving
fraud, misappropriation, embezzlement
or dishonesty in
conjunction with Executive’s
duties to Company; or (b) Executive’s repeated and willful failure to perform Executive’s
job duties as
defined by the
Board or material
breach of this
Agreement or the
PIIA, provided, in each
case, that the
Board notifies the Executive of
the acts deemed to constitute such repeated
and willful failure or material breach in writing and Executive fails to cure such
failure or breach within sixty (60) days after written notice is given.


 


“Continuation
Period” — means a period of time commencing upon the consummation
of a Liquidation Event and terminating upon the later to occur of (a) the first anniversary
of the Liquidation Event and (b) the fourth anniversary of the Effective Date.


 


“Disability”
— means if
(a) the
Executive is
unable to
perform the
essential duties
of the Executive’s
employment due
to physical
or emotional
incapacity or
illness, where
such inability is
reasonably expected to
be of
long--continued
and indefinite
duration (i.e.,
for at  least
 three  (3)
 months);  or
 (b) 
the  Executive 
is  entitled to 
(i)  disability
 retirement benefits under
the federal Social Security
Act or (ii) recover benefits
under any long-- term disability
plan or policy
maintained by Company or
the Executive.


 


“Equity
Percentage” – means
six percent (6%)
of Company’s fully--diluted
capitalization, assuming the exercise or conversion of all exercisable or convertible securities
and including any shares reserved under any equity incentive plan or similar arrangement.


 


“Good Reason”
— means the occurrence of any of the following events during
Executive’s employment under this Agreement: (a) any material reduction in Base
Salary or target Performance Bonus(es); (b) any reduction in Executive’s
duties (including title, responsibilities and/or authorities), provided, that that the
Board may elect to separate the
Chairman and Chief
Executive Officer roles
if they deem
such separation is
in the best interests of the stockholders without such separation constituting
Good Reason; (c) requiring Executive to
report to anyone other than the Board or employees of Company




    	 



    	 



    

or any subsidiary of Company
that reported to Executive to report directly to the Board;


(d) any requirement that the
Executive relocate without appropriate relocation compensation and consideration, including
not requiring Executive to maintain two households, consideration of family circumstances,
and providing a relocation package consistent
with Company’s industry, the Executive’s position and taking into
consideration Executive’s specific housing situation.


 


“IPO”
– means (a) a firm commitment underwritten public offering of Company’s
Common Stock pursuant to an effective registration statement under the Securities Act
of 1933, as
amended, immediately following
which Company’s Common
Stock is listed
on a national securities exchange, or (b) another equity financing transaction by
Company immediately following which Company’s Common Stock is either (i) listed on
a national securities exchange,
or (ii) otherwise
publicly traded and
listed, with material public float
and trading volume, as determined in good faith by the Board.


 


“Liquidation Event”
– means a merger, acquisition, consolidation or other transaction (other than
an Equity Financing) following which the holders of Company’s outstanding
voting securities prior to such transaction hold less than 50% of the outstanding voting
securities of the acquiring or surviving corporation, or a sale, license or transfer of all
or substantially all of Company’s
assets.


 


“Section 409A”
– means Section 409A of the Internal Revenue Code of 1986, as amended and the
regulations promulgated thereunder.


 


2. 
Employment. Company hereby employs Executive, and Executive
hereby accepts such employment, upon
the terms and conditions set forth herein.


 


		3.	Duties.



 


3.1 
Position. Executive is employed as Company’s President,
Chief Executive Officer and Chairman, and shall have the duties and responsibilities as are normally related to
such position, as
well as such
additional duties and
responsibilities as may
be reasonably assigned by
Company’s Board of
Directors (the “Board”)
from time to
time. Executive shall perform faithfully
and diligently all such duties and responsibilities. Executive shall
report to the
Board. Executive will
be entitled to
serve as member
of the Board
for so long
as Executive continues
to serve as
Company’s President, Chief
Executive Officer, but shall resign
from the Board and from his role as Chairman of the Board immediately
after any termination of his employment hereunder.


 


 


3.2  
Best Efforts/Full--time. Executive shall expend Executive’s
best efforts on behalf of Company,
and will abide
by all policies
and decisions made
by Company, as
well as all applicable federal,
state and local laws, regulations or ordinances. Executive shall act in
the best interest
of Company at
all times. Executive
shall devote Executive’s
full business




    	 



    	 



    

time and efforts to the
performance of Executive’s assigned duties for Company, unless
otherwise approved in
advance by the
Board; provided, however,
that the Executive
shall be permitted to serve as a member of the board of directors or managers of up
to two corporations, limited liability companies or other entities other than Company, or
to participate in other advisory or charitable activities, provided further that such
activities do not conflict with Company’s core business and such service does not
materially interfere with Executive’s duties at Company.


 


4. 
At--Will
Employment.
Executive’s employment
with Company
is at--will
and not
for any specified
period and
may be
terminated at any
time with or
without cause or
advance notice by
either Executive
or Company,
subject to
the conditions set
forth in
Section 7 below.
No representative of
Company, other
than the Board,
has the
authority to alter the
at--will employment relationship.
Nothing in
this Agreement is
intended to or
should be construed to
contradict, modify or alter this
at--will relationship.


 


		5.	Compensation.



 


5.1   
Base Salary. As compensation for Executive’s performance
of Executive’s duties hereunder,
Company shall pay
to Executive an
initial base salary
of $72,000 per
year prior to the consummation of the IPO and $150,000.00 per year beginning immediately
following the consummation the IPO (the “Base Salary”). Subject to Company’s
capital needs and compliance with Section 409A and applicable minimum wage requirements,
the Executive may
elect to defer
the payment of
some or all
of the Base
Salary earned prior to
the IPO until
the consummation of
the IPO (but
no later than
then one year after
deferral). The Base
Salary shall be
payable in accordance
with the normal
payroll practices of
Company, less required deductions for state
and federal withholding tax, social security
and all other employment taxes and payroll deductions. In the event Executive’s
employment under this Agreement is terminated by either party, for any reason, Executive shall
earn the Base Salary prorated to the date
of termination. The Base Salary shall be subject to periodic review and increase
in the discretion of the Board. This position is an exempt position, which means Executive is paid for the job and not by the hour.
Accordingly, Executive shall not receive overtime pay if Executive works more than 8 hours in a workday or 40 hours in a workweek.


 


5.2     
Performance Bonuses. Executive shall be eligible to receive
up to five (5) performance bonuses (the
“Performance Bonuses” and each, a “Performance Bonus”)
per year in the amount of $30,000.00 each, up to $150,000.00 in the aggregate, four
(4) of which Performance Bonuses shall be payable with respect to the completion
of each fiscal quarter
and one (1)
of which shall
be payable with
respect to the
completion of the fiscal year. Each
Performance Bonus shall be payable in accordance with the normal
payroll practices of Company on the first payroll date following the completion of
each fiscal quarter, less required deductions for state and federal withholding tax,
social security and all other employment taxes and payroll deductions. The
criteria for the payment of
the Performance Bonuses
shall be based upon the achievement
of




    	 



    	 



    

objectives
(the “Objectives”)
as mutually agreed
between the Executive
and the Board prior to the beginning
of each fiscal year or as otherwise agreed in writing thereafter. In the
event Executive’s employment
by Company terminates
for any reason
prior to the completion
of a fiscal
quarter, the Performance
Bonus for such
fiscal quarter shall
be pro--rated based upon the number of days of such fiscal quarter serve and
the achievement or partial
achievement of any
Objectives during such
fiscal quarter. No Performance Bonuses
shall be earned or payable with respect to the period of
Executive’s employment prior to the consummation of the IPO.


 


 


6.   
Benefits. Executive shall be eligible for all customary
and usual fringe benefits generally
available to senior
executives of Company,
including group health
insurance coverage, subject to the terms and conditions of Company’s
benefit plan documents.


 


7.   
Business Expenses. Executive will be reimbursed for all
reasonable, out--of--pocket business expenses
incurred in the performance of Executive’s duties on behalf of
Company (“Business Expenses”). To obtain reimbursement, expenses must 
be submitted promptly with appropriate supporting documentation in accordance
with Company’s policies.


 


 


		8.	Termination of Employment.



 


8.1  
By Death
or
Disability.
Executive’s employment
will terminate automatically
on the death
 of 
Executive  or
 upon 
Executive’s  Disability.
 In  such
 event,  Company
 will  pay
 to Executive’s 
beneficiaries  or
 estate,  as 
appropriate,  in 
a  lump 
sum  less
 required deductions 
for  state
 and  federal
 withholding  tax, 
social  security
 and  all 
other employment taxes and
payroll deductions, within
thirty (30)
days of
Executive’s death,
an amount equal to the sum of
(a) one year of
additional Base Salary at the rate in
effect of such termination date,
(b) five (5)
Performance Bonuses, with each such Performance Bonus equal
to the average of the Performance Bonuses
paid with respect to the two (2)
fiscal quarters or the fiscal
quarter and fiscal year end, as applicable,
immediately preceding  Executive’s
 death 
or  Disability
 (such 
amount  in 
this  Section 
8.2(b)  together with that in
Section 8.2(a) being referred to in
this Agreement as the “Severance Amount”),
and (c) any Base Salary as shall
have accrued but remain unpaid
and any un-- reimbursed Business Expenses
as of the date of
Executive’s death or
Disability. In addition, on the death
of Executive or
upon Executive’s Disability,
twenty--five percent
(25%) of the shares subject
to the Option and the Second Option
shall immediately vest and become
exercisable, Executive shall
have a period of
one year post--termination
in which  to 
exercise  the  Option
 and  the 
Second  Option,
 and  if
 a  Liquidation
 Event 
shall occur  following
the death  of
Executive  or
upon Executive’s Disability
 and prior 
to the termination of the Option
and the Second Option, one
hundred percent (100%)
of the shares subject
to the Option and the Second Option
shall immediately vest and become
exercisable effective immediately prior
to the consummation of the Liquidation
Event.




    	 



    	 



    

For
 purposes of 
this  Agreement,  in
 the  event 
of  a 
dispute,  the  determination 
of  a Disability
shall be
made reasonably by
the Board of
Directors acting
in good
faith and
shall  be 
supported  by
 advice  of
 an  independent
 physician 
competent  in 
the  area  to which 
such  Disability
 relates.  Executive
 must  submit
 to  a 
reasonable  number 
of examinations by
the physician making
the determination of
disability, and
the Executive hereby
authorizes the disclosure and release
to the Company of such
determination and all supporting medical
records. If Executive is not
legally competent, Executive’s
legal guardian or 
duly  authorized attorney--in--fact
 will act  in
 Executive’s 
stead,  for
 the purposes of
submitting Executive to the examinations,
and providing the authorization of disclosure
as required under
this Section 8.2.


 


8.2    
By Company for Cause. Executive’s employment with
the Company may be terminated
at the option
of and by
written notice from
the Company for
Cause (which notice
shall specify the
applicable Cause, in
reasonable detail). Upon
any such termination, all rights,
obligations and duties of the parties hereunder shall immediately
cease (including, but
not limited to,
the payment by
the Company of
any Performance Bonuses or severance payments as set forth in this Section 8),
except for the Executive’s obligations under
Section 10 and
Company’s obligation; provided,
that Company shall
pay any accrued but unpaid Base Salary and reimburse any Business Expenses as
provided in Section 7.


 


8.3    
By Company without Cause or by Employee for Good Reason.
Company may terminate Executive “at will” and without Cause at any time,
and Executive may terminate Executive’s employment for Good Reason. In the event
Company terminates Executive’s employment without Cause or Executive terminates
 Executive’s employment with
Good Reason during
Executive’s employment hereunder,
all of the following
will apply: (a)
immediately upon termination,
Company will pay
to Executive the
Severance Amount; (b)
twenty--five percent (25%)
of the shares
subject to the Option and the Second
Option shall immediately vest and become exercisable, (c)
Executive shall have a period of one year following termination in which to exercise
the Option and the Second Option, and (d) if a Liquidation Event shall occur following
Company’s termination of Executive’s employment without Cause and prior to
the termination of the Option and the Second Option, one hundred percent (100%)
of the shares subject to the Option and the Second Option shall immediately vest and become
exercisable.


 


8.4      
By Executive without Good Reason. Executive may terminate
Executive’s Employment at will (without Good Reason) upon written notice to Company.
Executive shall be entitled
to all Base
Salary at the
rate then in
effect up to
and through the effective date of
termination, as well as any unreimbursed Business Expenses.


 


--5--




    	 



    	 



    

8.5 
Continuation of Benefits. Following the coverage termination
date under Company’s group medical, life and long--term disability insurance plans,
Executive, his spouse and his dependents
shall be entitled
to continuation of
coverage pursuant to
any statutory rights
Executive may then
have for such
continuation coverage (whether
under part VI
of Subtitle B
of Title I
of the Executive
Retirement Income Security
Act of 1974,
as amended, or Section 4980B of the Internal Revenue Code of 1986, as amended
(together, “COBRA”), or
otherwise). Such continuation
coverage shall be
provided in accordance with applicable
law and the terms of the any Company benefit plans as they may
be amended from
time to time
and shall be
afforded no longer than
the period provided by law and
only to the extent that Executive complies with all conditions of
such continuation coverage
on a timely
basis. In the
event of termination
by Company without Cause, by Executive
with Good Reason or upon Executive’s death or Disability, the Company
will continue to provide coverage or reimburse Executive
for the costs of COBRA for a period of one (1) year.


 


		8.6	Application of Section
409A.



 


(a) 
Notwithstanding anything set forth in this Agreement to the contrary,
any payments and benefits provided pursuant
to this Agreement which constitute “deferred
compensation” within the meaning of the Treasury Regulations issued pursuant to
Section 409A of
the Code and
the regulations and
other guidance thereunder
and any state law
of similar effect
(“Section 409A”)
shall not commence
until Executive has
incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A--1(h)
(“Separation From Service”), unless Company reasonably determines
that such amounts may be provided to Executive without causing Executive
to incur the additional 20% tax under Section 409A.


 


(b) 
It is intended that each installment of the severance benefits
payments provided for in this Agreement
is a separate “payment” for purposes of Treasury Regulation Section
1.409A--2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the
Severance Benefits set
forth in this
Agreement satisfy, to
the greatest extent
possible, the exemptions from the application of Section 409A provided under
Treasury Regulation Sections 1.409A--1(b)(4), 1.409A--1(b)(5) and 1.409A--1(b)(9).
However, if the Company (or, if applicable, the successor entity thereto) determines
that the severance benefits constitute
“deferred compensation” under Section 409A and Executive is, on
the termination of Executive’s service, a “specified employee” of Company or
any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the
Code, then, solely, to the extent necessary to avoid the incurrence of the
adverse personal tax consequences under
Section 409A, the
timing of the
severance benefit payments
shall be delayed until the earlier to occur of: (i) the date that is six months
and one day after Executive’s Separation From Service or (ii) the date of Executive’s
death (such applicable date, the “Specified Employee Initial Payment Date”), Company (or the successor
entity thereto, as applicable) shall (A) pay Executive
a lump sum amount equal to the sum of the
severance benefit payments that Executive would otherwise have received through




    	 



    	 



    

the
Specified Employee Initial
Payment Date if
the commencement of
the payment of
the severance benefits had not been so delayed pursuant to this section and (B)
commence paying the balance of the severance benefits in accordance with the
applicable payment schedules set forth in this Agreement.


 


(c) 
Except to the minimum extent that payments must be delayed because
Executive is a “specified employee”
(as described above) or until the effectiveness of the Release, all amounts
will be paid
as soon as
practicable in accordance
with the Company’s
normal payroll practices.


 


9.   
Liquidation Event. Upon the occurrence of a Liquidation
Event, in addition to any other benefits or acceleration of vesting as set forth herein,
Executive’s employment as a full--time
employee of Company
shall terminate, and
Executive and Company
shall enter into
a consulting agreement
on terms to
be mutually agreed
(the “Consulting Agreement”), which Consulting Agreement
shall, in any event, provide for Executive to provide consulting services to Company
in an amount mutually agreed with the acquiring entity in exchange for (a) Base Salary
for the duration of the Consulting Period at the rate in effect of as of the date such
election is made by the Executive, (b) the full
amount of the Performance Bonuses (five Performance Bonuses per year), (c) such
other benefits and expense reimbursements as would otherwise be provided to Executive
pursuant to Sections 6 and 7 hereof in the event Executive remained employed hereunder,


 


10.  
No Conflict of Interest. During the term of Executive’s
employment with Company, Executive must
not engage in any work, paid or unpaid, that creates a conflict of interest
with Company. Such work shall include, but is not limited to, directly or indirectly
competing with Company in any way, or acting as an officer, director, Executive,
consultant, stockholder, volunteer,
lender, or agent
of any business
enterprise of the same nature as,
or which is in direct competition with, the business in which Company is
now engaged or
in which Company
becomes engaged during
the term of
Executive’s employment with Company, as may be determined by the Board in its sole discretion.
If the Board believes
such a conflict
exists during the
term of this
Agreement, the Board may
ask Executive to choose
to discontinue the other work
or resign employment with Company. Executive hereby represents
and warrants that acceptance of employment with Company and execution and performance
of this Agreement by Executive does not conflict with or violate any provision
of or constitute a default under any agreement, judgment, award or decree to which Executive is a party or by which Executive
is bound, including, but not limited to, any implied or express
agreement with any of Executive’s prior
employers.


 


11.  
Proprietary Information and Inventions Assignment Agreement.
Executive agrees to read, sign and abide by PIIA, which is incorporated herein by
reference.




    	 



    	 



    

 


		12.	Parachute Payments.



 


12.1  
If any payment or benefit Executive would receive from the Company
pursuant to this Agreement
or otherwise (“Payment”)
would (i) constitute
a “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the “Code”), and
(ii) but for
this sentence, be
subject to the
excise tax imposed
by Section 4999
of the Code
(the “Excise Tax”),
then such Payment
will be equal
to the Reduced Amount. The
“Reduced Amount”
shall be either (x)
the largest portion of the Payment
that would result in no portion of the Payment being subject to the Excise Tax, or
(y) the largest portion, up to and including the total, of the Payment, whichever amount ((x) or (y)), after taking into account
all applicable federal, state and local employment taxes, income taxes, and the Excise
Tax (all computed at the highest applicable marginal rate), results in Executive’s
receipt of the greatest economic benefit notwithstanding
that all or some portion of the Payment may be subject to the Excise
Tax.


 


12.2    
The independent registered public accounting firm engaged by Company
for general audit purposes as of the day prior to the effective date of the
event described in Section 280G(b)(2)(A)(i)
of the Code shall perform the foregoing calculations. If the independent registered
public accounting firm so engaged by the Company is serving as accountant or auditor
for the individual, entity or group effecting such event, Company
shall appoint a
nationally recognized independent
registered public accounting
firm to make the
determinations required hereunder.
Company shall bear
all expenses with respect
to the determinations by such independent registered public accounting firm
required to be made hereunder. The independent registered public accounting firm engaged
to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Company
and Executive within thirty (30) calendar days after the date on which Executive’s
right to a Payment is triggered (if requested at that time by Company or Executive)
or such other time as reasonably requested by Company or Executive. Any good faith determinations of the independent
registered public accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.


 


12.3  
Notwithstanding the above, prior to any reduction in payments
and benefits under this Section 6, at Executive’s
request the Company agrees, if permissible under Section
280G of the Code and applicable law (and subject to any applicable requirements
including any requirements
that may be
applicable to Executive),
to solicit a
vote of all eligible shareholders
of the Company for approval of such amounts such that the compensation
will not be
subject to the
Excise Tax as
provided in Q&As
6 and 7
of Section 1.280G--1
of the Treasury
Regulations or any
superseding provision of
such regulations. The
Company agrees to
take all reasonable
steps, in good
faith, to solicit
such vote if so request.




    	 



    	 



    

 


		13.	General Provisions.



 


13.1    
Successors and Assigns. The rights and obligations of Company
under this Agreement shall
inure to the
benefit of and
shall be binding
upon the successors
and assigns of Company. Executive shall not be entitled to assign any of Executive’s rights
or obligations under this Agreement.


 


13.2 
Waiver. Either party’s failure to enforce any provision
of this Agreement shall not in any way
be construed as a waiver of any such provision, or prevent that party thereafter from
enforcing each and every other provision of this Agreement.


 


13.3  
Attorneys’ Fees. Each side will bear its own attorneys’
fees in any dispute unless a statutory section at issue, if any, authorizes the award
of attorneys’ fees to the prevailing party.


 


13.4    
Severability. In
the event any
provision of this
Agreement is found
to be unenforceable
by an arbitrator
or court of
competent jurisdiction, such
provision shall be deemed modified
to the extent necessary to allow enforceability of the provision as so
limited, it being
intended that the
parties shall receive
the benefit contemplated herein to
the fullest extent permitted by law. If a deemed modification is not
satisfactory in the
judgment of such
arbitrator or court,
the unenforceable provision
shall be deemed deleted, and the validity and enforceability of the remaining provisions
shall not be affected thereby.


 


13.5   
Interpretation; Construction. The headings set forth in
this Agreement are for convenience only
and shall not be used in interpreting this Agreement. This Agreement has
been drafted by
legal counsel representing
the Executive and
Company and has
participated in the negotiation of its terms. Furthermore, Company acknowledges that
Company has had an opportunity to review and revise the Agreement and have it
reviewed by legal counsel, if desired, and, therefore, the normal rule of construction
to the effect that any ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this
Agreement.


 


13.6  
Governing Law;
Venue and Jurisdiction.
This Agreement shall
be governed by
and construed under California law, without regard to conflict of laws principles. Any
dispute between the parties arising from this Agreement, including any disputes
concerning the negotiation, interpretation, validity, performance, breach or enforcement
of this Agreement and the scope or applicability of this agreement to arbitrate, shall
be determined by arbitration in Orange County, California before one arbitrator,
who shall be a retired judge of the Los
Angeles Superior Court or Orange County Superior Court or
a retired justice of the California Court of Appeal for the Second Appellate District.
The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration
Rules and Procedures. Judgment on the arbitration award may be entered in any court
having




    	 



    	 



    

jurisdiction. This clause
shall not preclude parties from seeking provisional remedies in
aid of arbitration from a court of appropriate jurisdiction. Any party who is deemed
the prevailing party by the arbitrator shall be entitled to his or its reasonable attorneys’
fees and costs.
The Company shall
bear the costs
of the arbitrator,
forum and filing
fees in connection with any such
arbitration.


 


13.7   
Survival. Sections 8, 9, 10, 11, 12 and 13 of this Agreement
shall survive any termination of Executive’s employment by
Company.


 


13.8  
Confidentiality of
Terms. Executive agrees
to follow Company’s
strict policy that Executives must
not disclose, either directly or indirectly, any information, including any of
the terms of
this Agreement, regarding
salary, bonuses, or
stock purchase or
option allocations to any person, including other Executives of Company; provided,
that Executive may discuss such terms with members of his immediate family and any legal,
tax or accounting specialists who provide Executive with individual legal, tax or
accounting advice provided, further, that such family members or specialists are bound
by similar obligations of confidentiality.


 


13.9 
Notice. Any notices hereunder will be given to the appropriate
party at the address, fax number
or email address
set forth on
the signature page
hereto, or at
such other address as the party
will specify in writing. Notice will be deemed given: upon delivery, if
sent by email or personal delivery; if sent by fax, upon confirmation of receipt; or if
sent by certified mail, postage prepaid, 3 days after the date of
mailing.


 


14.   
Entire Agreement; Amendments. This Agreement, including
the Indemnification Agreement, the
PIIA and the
Plan and related
stock option documents
constitutes the entire agreement between the parties relating to this subject
matter and supersedes all prior or simultaneous representations, discussions, negotiations,
and agreements, whether written
or oral. This
Agreement may be
amended or modified
only with a signed writing by Company
and Executive. No oral waiver, amendment or modification will be effective under any
circumstances whatsoever.


 


[Signature Page
Follows]




    	 



    	 



    

THE PARTIES TO THIS AGREEMENT
HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND
EACH AND EVERY
PROVISION CONTAINED HEREIN.
THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE
DATE.


 


EXECUTIVE:


 


 


/s/ Robert
Smith  
Robert Smith


 


Address:


 


7071 Warner Avenue Suite
460 Huntington Beach, CA 92647


 


 


 


COMPANY:


 


VOICE LIFE
INC.


 


 





By:


 


 


/s/



 


Name:Robert Smith Chairman of the
Board