cellynx_ex1009.htm


    Exhibit
10.9

     

    CELLYNX,
INC.

    5047
Robert J Mathews Parkway, Suite 400

    El
Dorado Hills, California 95762

    


    July 15,
2008

     

    Via
Electronic Mail

    


    Norman W.
Collins

    2910
Selwyn Ave.  #232

    Charlotte, NC 28209

    


    


    
      	
            	
              Re:

            	
              Board of Directors –
      Offer Letter

            


    

    


    Dear  Norman:

    


    Cellynx,
Inc., a California corporation (the “Company”), is pleased to offer you a
director position on its Board of Directors (the “Board”).  The
Board’s purpose is to oversee or direct the property, affairs and business of
the Company.

    


    Should
you chose to accept this position as a member of the Board, this letter shall
constitute an agreement between you and the Company (the “Agreement”) and
contains all the terms and conditions relating to the services you are to
provide.

    


    1.           Term.  This Agreement
shall be for the ensuing year, commencing on July 15, 2008 (the “Effective
Date”). Your term as director shall continue until your successor is duly
elected and qualified.  The position shall be up for re-election each
year at the annual shareholder’s meeting and upon re-election, the terms and
provisions of this agreement shall remain in full force and effect unless
otherwise revised on such terms as mutually agreed to by you and the
Company.

    


    2.           Services.  You shall render
services in the area of overseeing or directing the Company’s property, affairs
and business (hereinafter your “Duties”). Every year, the Board shall hold such
number meetings at such times and locations as determined by the Chairman of the
Board, and participate in the meetings via teleconference, video conference or
in person.  Upon the reasonable request of the Chairman, you agree to
attend one or more board meetings in person (each, an “Attended
Meeting”).  You shall consult with the other members of the Board as
necessary via telephone, electronic mail or other forms of
correspondence.  In addition, you agree to be appointed to certain
special committees of the Board, initially consisting of the Audit and
Compensation]Committees, and participate as necessary, in person or via
teleconference or video conference in the meetings of those special
committees.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.           Services
for Others.  You will be free
to represent or perform services for other persons during the term of this
Agreement.  However, you agree that you do not presently perform and
do not intend to perform, during the term of this Agreement, similar Duties,
consulting or other services for companies whose businesses are or would be, in
any way, competitive with the Company (except for companies previously disclosed
by you to the Company in writing).  Should you propose to perform
similar Duties, consulting or other services for any such company, you agree to
notify the Company in writing in advance (specifying the name of the
organization for whom you propose to perform such services) and to provide
information to the Company sufficient to allow it to determine if the
performance of such services would conflict with areas of interest to the
Company.

    


    4.           Compensation.  In consideration
for your service as a member of the Board, the Company agrees to grant you an
stock option to purchase 610,000 shares of our common stock at an exercise price
of $0.09 per share that vest over a four year period so long as you are
providing services as a director and working closely with the Chairman of the
Board on specific assignments..

     

    5.           D&O
Insurance Policy. The Company agrees to obtain, within a reasonable time,
Directors and Officers Liability Insurance from an internationally recognized
underwriter with terms of coverage appropriate for a company of our size and
nature, which shall be maintained throughout the term of this
Agreement.

    


    6.           No
Assignment.  Because of the
personal nature of the services to be rendered by you, this Agreement may not be
assigned by you without the prior written consent of the Company.

    


    7.           Confidential
Information; Non-Disclosure.  In consideration
of your access to the premises of the Company and/or you access to certain
Confidential Information of the Company, in connection with your business
relationship with the Company, you hereby represent and agree as
follows:

    


    a.           Definition.  For purposes of
this Agreement the term “Confidential Information” means:

    


    i.           Any
information which the Company possesses that has been created, discovered or
developed by or for the Company, and which has or could have commercial value or
utility in the business in which the Company is engaged; or

    


    ii.           Any
information which is related to the business of the Company and is generally not
known by non-Company personnel.

    


    iii.           By
way of illustration, but not limitation, Confidential Information includes trade
secrets and any information concerning products, processes, formulas, designs,
inventions (whether or not patentable or registrable under copyright or similar
laws, and whether or not reduced to practice), discoveries, concepts, ideas,
improvements, techniques, methods, research, development and test results,
specifications, data, know-how, software, formats, marketing plans, and
analyses, business plans and analyses, strategies, forecasts, customer and
supplier identities, characteristics and agreements.

    


    b.           Exclusions.  Notwithstanding
the foregoing, the term Confidential Information shall not include:

    


    i.           Any
information which becomes generally available to the public other than as a
result of a breach of the confidentiality portions of this agreement, or any
other agreement requiring confidentiality between the Company and
you;

    


    
      
        
        

      

      
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    ii.           Information
received from a third party in rightful possession of such information who is
not restricted from disclosing such information; and

    


    iii.           Information
known by you prior to receipt of such information from the Company, which prior
knowledge can be documented.

    


    c.           Documents. You agree that, without the
express written consent of the Company, you will not remove from the Company’s
premises, any notes, formulas, programs, data, records, machines or any other
documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same.  In
the event you receive any such documents or items by personal delivery from any
duly designated or authorized personnel of the Company, you shall be deemed to
have received the express written consent of the Company.  In the
event that you receive any such documents or items, other than through personal
delivery as described in the preceding sentence, you agree to inform the Company
promptly of your possession of such documents or items.  You shall
promptly return any such documents or items, along with any reproductions or
copies to the Company upon the Company’s demand or upon termination of this
agreement.

    


    d.           No
Disclosure.  You agree that
you will hold in trust and confidence all Confidential Information and will not
disclose to others, directly or indirectly, any Confidential Information or
anything relating to such information without the prior written consent of the
Company, except as maybe necessary in the course of his business relationship
with the Company.  You further agree that you will not use any
Confidential Information without the prior written consent of the Company,
except as may be necessary in the course of your business relationship with the
Company, and that the provisions of this paragraph (d) shall survive termination
of this agreement.

    


    8.           Certain
Representations.  You represent and
agree that you are accepting the Shares for your own account and not with a view
to or for sale in connection with any distribution thereof.  You
understand that the Shares will be subjected to the restrictions in the
Company’s Articles of Incorporation and Bylaws and will not be freely
transferable.  You further represent that you are an “accredited”
investor as this term is defined in the Securities Act, and that by reason of
your business or financial experience, you have the capacity to protect your own
interest in connection with receiving the Shares as compensation.  You
further represent that you were not solicited by publication of any
advertisement in connection with the receipt of the Shares and that you have
consulted tax counsel as needed regarding the Shares.

     

    9.           Independent
Contractor.  In performing
your services on the Board, you will be an independent contractor and not an
employee of the Company. Except as set forth in this Agreement, you will not be
entitled to any additional compensation or participate in any benefit plans of
the Company in connection with your services on the Board.  You may
not bind the Company or act as a principal or agent thereof.

     

    10.           Entire
Agreement; Amendment; Waiver.  This Agreement
expresses the entire understanding with respect to the subject matter hereof and
supersedes and terminates any prior oral or written agreements with respect to
the subject matter hereof. Any term of this Agreement may be amended and
observance of any term of this Agreement may be waived only with the written
consent of the parties hereto.  Waiver of any term or condition of
this Agreement by any party shall not be construed as a waiver of any subsequent
breach or failure of the same term or condition or waiver of any other term or
condition of this Agreement.  The failure of any party at any time to
require performance by any other party of any provision of this Agreement shall
not affect the right of any such party to require future performance of such
provision or any other provision of this Agreement.

     

    
      
        
        

      

      
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    11.           Reverse
Merger.  The Company will
be completing a reverse merger with Norpac Technologies, Inc., a Nevada
corporation whose shares of common stock are publicly traded on the OTC Bulletin
Board (“Public Company”).  Following the reverse merger the Company
will be a wholly-owned subsidiary of Public Company.  Upon the closing
of the reverse merger you would agree to become a director of Public
Company.

    


    The
Agreement has been executed and delivered by the undersigned and is made
effective as of the date set first set forth above.

     

    
      	 	

              Sincerely,

              


              CELLYNX,
      INC. 

            
	 	 
	 	By:      /s/ Daniel R.
      Ash                                      
      
	 	

              Daniel
      R. Ash

              Chief
      Executive Officer 

            


    

     

    
    

    AGREED
AND ACCEPTED:



          /s/ Norman
W.
Collins             


    Norman W.
Collins

    
 

     

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