Exhibit
10.6


 





 


24
September 2018


 


Dr
Jean-Claude Becker


jcbmale@aol.com


 


Dear
Dr Becker


 


RE
Offer of Employment (Letter)


 


Further
previous communications with the company, we would like to confirm the terms of your employment with Glucose Biosensor Systems
(Greater China) Holdings Inc (the Company) in New York as follows. This supersedes previous agreements with you:


 


	Position:	Director
    / Vice President / Chief Operating Officer (VP/COO)
	 	 
	Responsibilities:	The
    functions typically served by Executive Vice President and  Chief Operating Officer, with such customary responsibilities,
    duties and authority normally associated with such position consistent with the companies objectives of obtaining regulatory
    approval of its product. These duties will include, the direction & co-ordination of associated persons of the Company,
    review and co-ordination of Medical Affairs strategy, KOL stakeholder mapping and engagement, Pre-launch activity, Market
    access, regulatory, reimbursement, advocacy and awareness, Medical Affairs Operations e.g. medical information service, post
    market surveillance, promotional material, Training and education programs - HCPs, patients, brand, distributor teams, Scientific
    due diligence as needed, attend meetings with other service providers, agents or employees of Company at the New York Office,
    assist in sourcing potential US based employees for the business, oversight of day to day affairs of the US Office, participation
    in strategic decision-making and long-range planning, reporting to USA CEO/ the board, overall supervision of the office,
    and overall discipline and work appearance of the Company’s employees, and reporting of the progress of the above to
    the Board
	 	 
	Reporting
    Line:	To
    the USA based CEO. Until one is appointed, reporting will be direct to the Board
	 	 
	Remuneration:	$150,000
    per annum payable on monthly amounts of $12,500 per month
	 	 
	Employee
    Shares:	Shall
    be entitled to 3,000 ordinary shares per annum for the Director duties at the discretion of the Board determining the performance
    of the Board for the year
	 	 
	Disbursements:	All
    reasonable travel and other business expenses incurred when incurred in accordance with the Company’s expense reimbursement
    Policy


 





 









    	 	 	 



     


    

 


 


 


	Term	Term:
    One full year commencing on the date hereof and automatically renewable for successive one-year terms, subject to notice of
    non-renewal at term-end by any party to the other delivered within 30 days of the end of such term, unless terminated earlier:
    (i) for reasonable cause or by resignation at no further cost or (ii) without cause with a maximum termination amount as full
    liquidated damages of the lesser of the remaining cost on such term or $50,000.
	 	 
	Competition	VP/COO
    acknowledges that VP/COO has been and will in the future be provided with Confidential Information (as defined below) and,
    during the Term, the Company from time to time will provide VP/COO with access to Confidential Information. Ancillary to the
    rights provided to VP/COO as set forth in this Letter and the Company’s provision of Confidential Information, and VP/COO
    t’s agreements regarding the use of same, in order to protect the value of any Confidential Information and in consideration
    of the good and valuable consideration received by VP/COO in connection with this offer.


 


	Nondisclosure of Proprietary Information.	 
	 	 	 
	 	a)	Except
    in connection with the faithful performance of VP/COO’s duties hereunder or pursuant to this offer VP/COO shall, in
    perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish,
    or use for VP/COO’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company)
    any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation,
    business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks
    and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae,
    practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how
    or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect
    to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers,
    customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects
    and compensation paid to employees or other terms of employment) (collectively, the “Confidential Information”),
    or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository
    of or containing any such Confidential Information. The Parties hereby stipulate and agree that, as between them, any item
    of Confidential Information is important, material and confidential and affects the successful conduct of the businesses of
    the Company (and any successor or assignee of the Company). Notwithstanding the foregoing, Confidential Information shall
    not include any information that has been published in a form generally available to the public or is publicly available or
    has become public knowledge prior to the date VP/COO proposes to disclose or use such information, provided, that such
    publishing or public availability or knowledge of the Confidential Information shall not have resulted from VP/COO directly
    or indirectly breaching VP/COO’s obligations under this offer or any other similar provision by which VP/COO is bound,
    or from any third-party breaching a provision similar to that found under this offer For the purposes of the previous sentence,
    Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions
    of the information have been separately published, but only if material features comprising such information have been published
    or become publicly available.



 





 






    	 	 	 



     


    

 





 


	 	b)	Upon
    termination of this  employment  for  any  reason,  VP/COO  will
    promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans,
    proposals, financial documents, or any other documents or property concerning the Company’s customers, business plans,
    marketing strategies, products, property or processes.
	 	 	 
	 	c)	VP/COO
    may respond  to  a  lawful  and  valid  subpoena  or  other  legal
    process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible,
    make available to the Company and its counsel the documents and other information sought and shall assist such counsel at
    Company’s expense in resisting or otherwise responding to such process, in each case to the extent permitted by applicable
    laws or rules.
	 	 	 
	 	d)	As
    used in this Letter, the term “Company” shall include the Company and its direct and indirect parents and subsidiaries.
	 	 	 
	 	e)	Nothing
    in this  Letter  shall  prohibit  VP/COO  from  (i)  disclosing
    information and documents when required by law, subpoena or court order   (subject to the requirements of Section
    5(c) above), (ii) disclosing information and documents to VP/COO’s attorney, financial or tax adviser for the purpose
    of securing legal, financial or tax advice, (iii) disclosing VP/COO’s post-retention restrictions in this Letter in
    confidence to any potential new client or employer, (iv) retaining, at any time, VP/COO’s personal correspondence, VP/COO’s
    personal contacts and documents related to VP/COO’s own personal benefits, entitlements and obligations, or (v) disclosing
    information and documents reasonably necessary to enforce VP/COO’s rights under this Letter.



 





 






    	 	 	 



     


    

 





 


	Inventions.		 
	 	 	 
	 	 	All
    rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related
    to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing,
    that VP/COO l may discover, invent or originate during the Term, either alone or with others and whether or not during working
    hours or by the use of the facilities of the Company (“Inventions”), shall be the exclusive property of
    the Company. VP/COO shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any
    assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall
    assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing the
    Company’s rights therein. VP/COO hereby appoints the Company as VP/COO’s attorney-in- fact to execute on VP/COO’s
    behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any
    Inventions.
	 	 	 
	Injunctive Relief. 	
	 	 	 
	 	 	It
    is recognized and acknowledged by VP/COO that a breach of the covenants contained in this Letter will cause irreparable damage
    to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies
    at law for any such breach will be inadequate. Accordingly, VP/COO agrees that in the event of a breach of any of the covenants
    contained in this Letter, in addition to any other remedy which may be available at law or in equity, the Company will be
    entitled to specific performance and injunctive relief without the requirement to post bond.
	 	 	 
	Governing Law  	
	 	 	 
	 	 	This
    agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance
    with the substantive laws of the State of New York without reference to the principles of conflicts of law of the State of
    New York or any other jurisdiction, and where applicable, the laws of the United States.


 


Yours
Faithfully


 


Harry
Simeonidis


For
and on behalf of the Board


 










 


Accepted
by Dr Jean-Claude Becker


09/27/2/018