Employment Agreement - Expertise Technology Innovation Inc. and Larry Wilcox
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 1st day of
February, 2004, between Expertise Technology Innovation, Inc., a Nevada
corporation (the "Company") and Larry Wilcox (the "Executive").
WHEREAS, the Company has strong and legitimate business interests in
preserving and protecting its investment in the Executive, its trade secrets and
Confidential Information, and its substantial relationships with vendors, and
Customers, as defined, actual and prospective; and
WHEREAS, the Company desires to preserve and protect its legitimate
business interests further by restricting competitive activities of the
Executive during the term of this Agreement and following (for a reasonable
time) termination of this Agreement; and
WHEREAS, the Company desires to employ the Executive and to ensure the
continued availability to the Company of the Executive's services, and the
Executive is willing to accept such employment and render such services, all
upon and subject to the terms and conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, and intending to be legally bound, the
Company and the Executive agree as follows:
1. Representations and Warranties. The Executive hereby represents and
warrants to the Company that he (i) is not subject to any written
nonsolicitation or noncompetition agreement affecting his employment with the
Company (other than any prior agreement with the Company), (ii) is not subject
to any written confidentiality or nonuse/nondisclosure agreement affecting his
employment with the Company (other than any prior agreement with the Company),
and (iii) has brought to the Company no trade secrets, confidential business
information, documents, or other personal property of a prior employer.
2. Term of Employment.
(a) Term. The Company hereby employs the Executive, and the
Executive hereby accepts employment with the Company for a period
commencing on the date of this Agreement and ending three years from
the date of the closing of the merger by and among the Company, United
Communications Hub, Inc. and New ETI, Inc. (the "Merger").
(b) Automatic Extension. Beginning on the third anniversary of
the date of this Agreement and continuing every third anniversary
thereafter (the "Extension Date"), this Agreement shall be
automatically extended for an additional term of three years unless
either party notifies the other in writing more than 90 days prior to
the Extension Date that this Agreement is no longer to be extended.
(c) Continuing Effect. Notwithstanding any termination of this
Agreement except for termination under Section 6(b), at the end of the Term or
otherwise, the provisions of Sections 7 and 8 shall remain in full force and
effect and the provisions of Section 8 shall be binding upon the legal
representatives, successors and assigns of the Executive.
1
<PAGE>
3. Duties.
(a) General Duties. The Executive shall serve as the president
and chief executive officer of the Company with duties and
responsibilities that are customary for such executives. The Executive
shall also perform services for such subsidiaries as may be necessary.
The Executive shall use his best efforts to perform his duties and
discharge his responsibilities pursuant to this Agreement competently,
carefully and faithfully in determining whether or not the Executive
has used his best efforts hereunder, the Executive's and the Company's
delegation of authority and all surrounding circumstances shall be
taken into account and the best efforts of the Executive shall not be
judged solely on the Company's earnings or other results of the
Executive's performance.
(b) Devotion of Time. The Executive shall devote such time,
attention and energies during normal business hours (exclusive of
periods of sickness and disability and of such normal holiday and
vacation periods as have been established by the Company) to the
affairs of the Company as necessary to completely and adequately
perform his duties. The Executive discloses and the Company
acknowledges the following business venture that the Executive is
involved with and may devote time to:
Wilcox Productions
The Company agrees that the Executive may devote time to these business
ventures so long as he continues to completely and adequately perform
his duties pursuant to this Agreement. The Executive shall not enter
the employ of or serve as a consultant to, or in any way perform any
services with or without compensation to, any other persons, business
or organization without the prior consent of the board of directors of
the Company. In addition, the Executive shall be permitted to devote a
limited amount of his time, without compensation, to professional,
charitable or similar organizations.
(c) Location of Office. The Executive's principal business
office shall be at the Company's Rancho Cucamonga, California corporate
offices, or such other location within 60 miles of Los Angeles,
California. However, the Executive's job responsibilities shall include
all business travel necessary to the performance of his job.
2
<PAGE>
(d) Adherence to Inside Information Policies. The Executive
acknowledges that the Company is publicly-held and, as a result, has
implemented inside information policies designed to preclude its
executives and those of its subsidiaries from violating the federal
securities laws by trading on material, non-public information or
passing such information on to others in breach of any duty owed to the
Company its parent or any third party. The Executive shall promptly
execute any agreements generally distributed by the Company to its
employees requiring such employees to abide by its inside information
policies.
4. Compensation and Expenses.
(a) Salary. For the services of the Executive to be rendered
under this Agreement, the Company shall pay the Executive an annual
salary of $360,000 (the Base Salary"). The Base Salary shall be
increased each year by an amount equal to the cost of living increase
based upon the Consumer Price Index calculated upon the commencement of
each year of the Agreement using the prior month as the measuring month
published by the Bureau of Labor Statistics (or similar successor
index. The Consumer Price Index increase calculation shall be
calculated as follows:
Commencing with the one year anniversary of the
commencement of the term and the beginning of each year
thereafter during the term of this Agreement, the
Executive's annual salary shall be adjusted in accordance
with the Consumer Price Index, all Urban Consumers issued
by the Bureau of Labor Statistics of the U.S. Department
of Labor using the years 1982-84 as a base of 100 (the
"Index"). At the commencement of the second year, and of
each year thereafter, the Executive's adjusted Base Salary
shall be multiplied each year by a fraction, the numerator
of which shall be the published Index number for the month
preceding the commencement of the new year, i.e., February
2005, and the denominator of which shall be the published
Index number for the month of January 2004. The resulting
increase to the Executive's Base Salary shall be added to
the prior year's Base Salary and become a part thereof for
the current year. In the event that the Index herein
referred to ceases to be published during the term of this
Agreement, or if a substantial change is made in the
method of establishing such index, then the determination
of the adjustment in the Executive's compensation shall be
made with the use of such conversion factor, formula or
table as may be published by the Bureau of Labor
Statistics, or if none is available, the parties shall
accept comparable statistics on the cost of living in the
United States as shall then be computed and published by
an agency of the United States, or if not by a respected
financial periodical selected by the Company.
(b) Incentive Bonus. The Executive shall be entitled to
receive a bonus based upon the Company achieving certain financial
3
<PAGE>
milestones as determined by the board of directors. The amount of the
bonus shall be determined by the board of directors but shall not
exceed 100% of the Executive's base salary.
(c) Discretionary Bonus. The Executive shall be eligible to
receive an annual bonus in an amount to be determined by the board of
directors based on any criteria or factors the board of directors deems
appropriate.
(d) Stock Options. The Executive shall receive 1,500,000 stock
options to purchase the Company's common stock exercisable at $.16 per
share under the Company's 2003 Stock Option Plan pursuant to a separate
stock option agreement, which options replace stock options granted to
the Executive in April 2003 by United Communications Hub, Inc. The
options shall vest over a three year period in equal increments each
June 30 and December 31, subject to continued employment.
(e) Expenses. In addition to any compensation received
pursuant to Section 4(a) and (b), the Company will reimburse or advance
funds to the Executive for all reasonable travel, entertainment and
miscellaneous expenses incurred in connection with the performance of
his duties under this Agreement, provided that the Executive properly
provides a written accounting of such expenses to the Company in
accordance with the Company's practices. Such reimbursement or advances
will be made in accordance with policies and procedures of the Company
in effect from time to time relating to reimbursement of or advances to
Executive officers.
5. Benefits.
(a) Vacation and Sick Leave. For each 12-month period during
the Term, the Executive shall be entitled to five weeks of vacation
without loss of compensation or other benefits to which he is entitled
under this Agreement, to be taken at such times as the Executive may
select and the affairs of the Company may permit. The Executive shall
be entitled to sick leave each year.
(b) Employee Benefit Programs. The Employee is entitled to
participate in any pension, 401(k), insurance or other employee benefit
plan that is maintained by the Company for its executives, including
programs of life and medical insurance and reimbursement of membership
fees in professional organizations.
(c) Insurance. The Company shall pay or reimburse the
Executive for the premiums on a life insurance policy in the face
amount of $2 million which policy shall provide that it is fully funded
after no more than five years. This policy shall be the sole property
of the Executive and the Company shall not retain or be entitled to any
benefit therefrom. The Company shall also pay premiums on the Company's
medical insurance policy covering Executive and pay the premiums or
reimburse the Executive for disability insurance covering the
Executive's disability which insurance shall have only a 30-day waiting
period on disability insurance in an amount equal to the maximum
allowed by the insurance company.
4
<PAGE>
(d) Automobile. The Company shall pay the Executive an
automobile allowance of (i) $1,500 per month, and (ii) the cost of
insurance for such automobile.
6. Termination.
(a) Death or Disability. Except as otherwise provided in this
Agreement, it shall automatically terminate without act by any party
upon the death, or disability of the Executive. For purposes of this
Section 6(a), "disability" shall mean that for a period of 45
consecutive days or 90 aggregate days in any 12-month period, the
Executive is incapable of substantially fulfilling the duties set forth
in Section 3 because of physical, mental or emotional incapacity
resulting from injury, sickness or disease. In the event of death of
the Executive, the Executive's estate shall receive any unpaid, earned
compensation due the Executive and this Agreement shall terminate.
(b) Termination for Cause. The Company may terminate the
Executive's employment pursuant to the terms of this Agreement at any
time for Cause (as defined below) by giving written notice of
termination. Such termination shall become effective upon the giving of
such notice. Upon any such termination for Cause, the Executive shall
have no right to compensation, or reimbursement under Section 4, or to
participate in any Executive benefit programs under Section 5, except
as provided by law, for any period subsequent to the effective date of
termination. For purposes of this Section 6(b), "Cause" shall mean:
(i)the Executive is convicted of a felony which is related to the
Executive's employment or the business of the Company; (ii) the
Executive, in carrying out his duties hereunder, has been found in a
civil action to have committed gross negligence or intentional
misconduct resulting, in either case, in material harm to the Company;
or (iii) the Executive has been found in a civil action to have
materially breached any provision of Section 6 or Section 7 and to have
caused material harm to the Company. The term "found in a civil action"
shall not apply until all appeals permissible under the applicable
rules of procedure or statutes have been determined and no further
appeals are permissible.
(c) Special Termination. In the event that (i) the Executive,
with or without change in title or formal corporate action, shall no
longer exercise all of the duties and responsibilities and shall no
longer possess substantially all the authority set forth in Section 3;
(ii) the Company materially breaches this Agreement or the performance
of its duties and obligations hereunder; or (iii) any entity or person
not now an executive officer or director of the Company becomes either
individually or as part of a group the beneficial owner of 30% or more
of the Company's common stock except as part of the Merger, the
Executive, by written notice to the Company, may elect to deem the
Executive's employment hereunder to have been terminated by the Company
without cause, in which event the Executive shall be entitled at the
time of termination to compensation equal to an amount of three years
Base Salary under this Agreement and benefits payable pursuant to
Section 5 herein for such three-year period and all of Executive's
remaining unvested options, if any, shall vest immediately upon such
termination.
5
<PAGE>
7. Non-Competition Agreement.
(a) Competition with the Company. Until termination of his
employment and for a period of 12 months commencing on the date of
termination, the Executive, directly or indirectly, in association with
or as a stockholder, director, officer, consultant, employee, partner,
joint venturer, member or otherwise of or through any person, firm,
corporation, partnership, association or other entity, shall not
compete with the Company or any of its affiliates that are competitive
with the products or services of the Company within any metropolitan
area in the United States; provided, however, the foregoing shall not
prevent Executive from accepting employment with an enterprise engaged
in two or more lines of business, one of which is the same or similar
to the Company's business (the "Prohibited Business") if Executive's
employment is totally unrelated to the Prohibited Business; provided,
further, the foregoing shall not prohibit Executive from owning up to
5% of the securities of any publicly-traded enterprise provided
Executive is not an executive, director, officer, consultant to such
enterprise or otherwise reimbursed for services rendered to such
enterprise.
(b) Solicitation of Customers. During the periods in which the
provisions of Section 7(a) shall be in effect, the Executive, directly
or indirectly, will not seek Prohibited Business from any Customer (as
defined below) on behalf of any enterprise or business other than the
Company, refer Prohibited Business from any Customer to any enterprise
or business other than the Company or receive commissions based on
sales or otherwise relating to the Prohibited Business from any
Customer, or any enterprise or business other than the Company. For
purposes of this Agreement , the term "Customer" means any person,
firm, corporation, partnership, association or other entity to which
the Company or any of its affiliates sold or provided goods or services
during the 24-month period prior to the time at which any determination
is required to be made as to whether any such person, firm,
corporation, partnership, association or other entity is a Customer, or
who or which was approached by or who or which has approached an
employee of the Company for the purpose of soliciting business from the
Company or the third party, as the case may be.
(c) No Payment. The Executive acknowledges and agrees that no
separate or additional payment will be required to be made to his in
consideration of his undertakings in this Section 7.
8. Non-Disclosure of Confidential Information.
(a) Confidential Information. Confidential Information
includes, but is not limited to, trade secrets as defined by the common
law and statute in California or any future California statute,
processes, policies, procedures, techniques, designs, drawings,
know-how, show-how, technical information, specifications, computer
software and source code, information and data relating to the
development, research, testing, costs, marketing and uses of the
services provided by the Company during the term of this Agreement, the
Company's budgets and strategic plans, and the identity and special
needs of Customers , databases, data, all technology relating to the
Company's businesses, systems, methods of operation, client or Customer
lists, Customer information, solicitation leads, marketing and
advertising materials, methods and manuals and forms, all of which
pertain to the activities or operations of the Company, names, home
addresses and all telephone numbers and e-mail addresses of the
Company's executives, former executives, clients and former clients. In
6
<PAGE>
addition, Confidential Information also includes Customers and the
identity of and telephone numbers, e-mail addresses and other addresses
of executives or agents of Customers (each a "Contact Person") who are
the persons with whom the Company's executives and agents communicate
in the ordinary course of business. Confidential Information also
includes, without limitation, Confidential Information received from
the Company's subsidiaries and affiliates. For purposes of this
Agreement, the following will not constitute Confidential Information
(i) information which is or subsequently becomes generally available to
the public through no act of the Executive, (ii) information set forth
in the written records of the Executive prior to disclosure to the
Executive by or on behalf of the Company which information is given to
the Company in writing as of or prior to the date of this Agreement,
and (iii) information which is lawfully obtained by the Executive in
writing from a third party (excluding any affiliates of the Executive)
who did not acquire such confidential information or trade secret,
directly or indirectly, from Executive or the Company.
(b) Legitimate Business Interests. The Executive recognizes
that the Company has legitimate business interests to protect and as a
consequence, the Executive agrees to the restrictions contained in this
Agreement because they further the Company's legitimate business
interests. These legitimate business interests include, but are not
limited to (i) trade secrets as defined in Section 8(b), (ii) valuable
confidential business or professional information that otherwise does
not qualify as trade secrets including all Confidential Information;
(iii) substantial relationships with specific prospective or existing
Customers or clients; (iv) customer or client goodwill associated with
the Company's business; and (v) specialized training relating to the
Company's technology, methods and procedures.
(c) Confidentiality. For a period of three years following
termination of employment, the Confidential Information shall be held
by the Executive in the strictest confidence and shall not, without the
prior written consent of the Company, be disclosed to any person other
than in connection with the Executive's employment by the Company. The
Executive further acknowledges that such Confidential Information as is
acquired and used by the Company or its affiliates is a special,
valuable and unique asset. The Executive shall exercise all due and
diligence precautions to protect the integrity of the Company's
Confidential Information and to keep it confidential whether it is in
written form, on electronic media or oral. The Executive shall not copy
any Confidential Information except to the extent necessary to his
employment nor remove any Confidential Information or copies thereof
from the Company's premises except to the extent necessary to his
employment and then only with the authorization of an officer of the
Company. All records, files, materials and other Confidential
Information obtained by the Executive in the course of his employment
with the Company are confidential and proprietary and shall remain the
exclusive property of the Company or its customers, as the case may be.
The Executive shall not, except in connection with and as required by
his performance of his duties under this Agreement, for any reason use
for his own benefit or the benefit of any person or entity with which
he may be associated or disclose any such Confidential Information to
any person, firm, corporation, association or other entity for any
reason or purpose whatsoever without the prior written consent of an
Executive officer of the Company (excluding the Executive, if
applicable).
7
<PAGE>
9. Equitable Relief.
(a) The Company and the Executive recognize that the services
to be rendered under this Agreement by the Executive are special,
unique and of extraordinary character, and that in the event of the
breach by the Executive of the terms and conditions of this Agreement
or if the Executive, without the prior consent of the board of
directors of the Company, shall leave his employment for any reason and
take any action in violation of Section 7 or Section 8, the Company
shall be entitled to institute and prosecute proceedings in any court
of competent jurisdiction referred to in Section 9(b) below, to enjoin
the Executive from breaching the provisions of Section 7 or Section 8.
In such action, the Company shall not be required to plead or prove
irreparable harm or lack of an adequate remedy at law or post a bond or
any security.
(b) Any action must be commenced in Los Angeles County,
California. The Executive and the Company irrevocably and
unconditionally submit to the exclusive jurisdiction of such courts and
agree to take any and all future action necessary to submit to the
jurisdiction of such courts. The Executive and the Company irrevocably
waive any objection that they now have or hereafter irrevocably waive
any objection that they now have or hereafter may have to the laying of
venue of any suit, action or proceeding brought in any such court and
further irrevocably waive any claim that any such suit, action or
proceeding brought in any such court has been brought in an
inconvenient forum. Final judgment against the Executive or the Company
in any such suit shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment, a certified or true copy of
which shall be conclusive evidence of the fact and the amount of any
liability of the Executive or the Company therein described, or by
appropriate proceedings under any applicable treaty or otherwise.
10. Conflicts of Interest. While employed by the Company, the Executive
shall not, directly or indirectly:
(a) participate as an individual in any way in the benefits of
transactions with any of the Company's suppliers or Customers,
including, without limitation, having a financial interest in the
Company's suppliers or Customers, or making loans to, or receiving
loans, from, the Company's suppliers or Customers;
(b) realize a personal gain or advantage from a transaction in
which the Company has an interest or use information obtained in
connection with the Executive's employment with the Company for the
Executive's personal advantage or gain; or
(c) accept any offer to serve as an officer, director,
partner, consultant, manager with, or to be employed in a technical
capacity by, a person or entity which does business with the Company.
8
<PAGE>
11. Inventions, Ideas, Processes, and Designs. All inventions, ideas,
processes, programs, software, and designs (including all improvements) (i)
conceived or made by the Executive during the course of his employment with the
Company (whether or not actually conceived during regular business hours) and
for a period of six months subsequent to the termination or expiration of such
employment with the Company and (ii) related to the business of the Company,
shall be disclosed in writing promptly to the Company and shall be the sole and
exclusive property of the Company. An invention, idea, process, program,
software, or design including an improvement) shall be deemed related to the
business of the Company if (a) it was made with the Company's equipment,
supplies, facilities, or Confidential Information, (b) results from work
performed by the Executive for the Company, or (c) pertains to the current
business or demonstrably anticipated research or development work of the
Company. The Executive shall cooperate with the Company and its attorneys in the
preparation of patent and copyright applications for such developments and, upon
request, shall promptly assign all such inventions, ideas, processes, and
designs to the Company. The decision to file for patent or copyright protection
or to maintain such development as a trade secret shall be in the sole
discretion of the Company, and the Executive shall be bound by such decision.
The Executive shall provide as a schedule to this Employment Agreement, a
complete list of all inventions, ideas, processes, and designs, if any, patented
or unpatented, copyrighted or non-copyrighted, including a brief description,
which he made or conceived prior to his employment with the Company and which
therefore are excluded from the scope of this Agreement.
12. Indebtedness. If, during the course of the Executive's employment
under this Agreement, the Executive becomes indebted to the Company for any
reason, the Company may, if it so elects, set off any sum due to the Company
from the Executive and collect any remaining balance from the Executive unless
the Executive has entered into a written agreement with the Company.
13. Assignability. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company, provided that such successor or assign shall acquire all
or substantially all of the securities or assets and business of the Company.
The Executive's obligations hereunder may not be assigned or alienated and any
attempt to do so by the Executive will be void.
14. Severability.
(a) The Executive expressly agrees that the character,
duration and geographical scope of the non-competition provisions set
forth in this Agreement are reasonable in light of the circumstances as
they exist on the date hereof. Should a decision, however, be made at a
later date by a court of competent jurisdiction that the character,
duration or geographical scope of such provisions is unreasonable, then
it is the intention and the agreement of the Executive and the Company
that this Agreement shall be construed by the court in such a manner as
9
<PAGE>
to impose only those restrictions on the Executive's conduct that are
reasonable in the light of the circumstances and as are necessary to
assure to the Company the benefits of this Agreement. If, in any
judicial proceeding, a court shall refuse to enforce all of the
separate covenants deemed included herein because taken together they
are more extensive than necessary to assure to the Company the intended
benefits of this Agreement, it is expressly understood and agreed by
the parties hereto that the provisions of this Agreement that, if
eliminated, would permit the remaining separate provisions to be
enforced in such proceeding shall be deemed eliminated, for the
purposes of such proceeding, from this Agreement.
(b) If any provision of this Agreement otherwise is deemed to
be invalid or unenforceable or is prohibited by the laws of the state
or jurisdiction where it is to be performed, this Agreement shall be
considered divisible as to such provision and such provision shall be
inoperative in such state or jurisdiction and shall not be part of the
consideration moving from either of the parties to the other. The
remaining provisions of this Agreement shall be valid and binding and
of like effect as though such provision were not included.
15. Notices and Addresses. All notices, offers, acceptance and any
other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by Federal
Express or similar receipted delivery or by facsimile delivery, as follows:
To the Company: Expertise Technology Innovation, Inc.
10390 Commerce Center Drive, Suite 250
Rancho Cucamonga, CA 91730
Facsimile: (818) 887-2686
With a Copy to: Michael D. Harris, Esq.
Michael Harris, P.A.
1555 Palm Beach Lakes Blvd.
Suite 310
West Palm Beach, FL 33401
Facsimile (561) 478-1817
To the Executive: Mr. Larry Wilcox
10390 Commerce Center Drive, Suite 250
Rancho Cucamonga, CA 91730
Facsimile: (818) 887-2686
to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
10
<PAGE>
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.
17. Attorney's Fees. In the event that there is any controversy or
claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to a reasonable attorney's fee, costs and expenses.
18. Governing Law. Because the parties anticipate that the Company will
shortly reincorporate in Delaware, this Agreement and any dispute, disagreement,
or issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided therein or performance
shall be governed or interpreted according to the internal laws of the State of
Delaware without regard to choice of law considerations.
19. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.
20. Additional Documents. The parties hereto shall execute such
additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the
obligations of the parties hereunder.
21. Section and Paragraph Headings. The section and paragraph headings
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.
22. Arbitration. Except for a claim for equitable relief, any
controversy, dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be settled by
submission by either party of the controversy, claim or dispute to binding
arbitration in Los Angeles County, California (unless the parties agree in
writing to a different location), before three arbitrators in accordance with
the rules of the American Arbitration Association then in effect. In any such
arbitration proceeding the parties agree to provide all discovery deemed
necessary by the arbitrators. The decision and award made by the arbitrators
shall be final, binding and conclusive on all parties hereto for all purposes,
and judgment may be entered thereon in any court having jurisdiction thereof.
11
<PAGE>
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date and year first above written.
EXPERTISE TECHNOLOGY INNOVATION, INC.
By: /s/ Paul Lanham
-------------------------------- ----------------------------------
President
EXECUTIVE:
/s/ Larry Wilcox
-------------------------------- --------------------------------------
Larry Wilcox
12