Employment Agreement - InfoSearch Media Inc. and Frank Knuettel
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") dated March 8, 2005 (the
"Effective Date"), between InfoSearch Media, Inc., a Delaware corporation with
its principal place of business located at 4086 Del Rey Avenue, Marina Del Rey,
California 90292, its affiliates, subsidiaries, successors and assigns (the
"Company"), and Frank Knuettel, an individual residing at 3173 White Cedar
Place, Thousand Oaks, California 91362 (the "Executive").
WHEREAS, the Company and the Executive (collectively, the "Parties") wish
to memorialize the terms and conditions of the Executive's employment by the
Company and to continue the Executive's services for the Company on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants and promises contained
herein, the Parties agree as follows:
1. Employment Period. The Company shall employ the Executive, and the
Executive agrees to be employed by the Company in the position of Chief
Financial Officer in accordance with the terms and subject to the conditions of
this Agreement, commencing on the Effective Date and continuing until such
employment is terminated in accordance with the provisions of paragraph 11, in
which case the provisions of paragraph 11 shall control (the "Term").
The Executive affirms that no obligation exists between the Executive and
any other entity which would prevent or impede the Executive's immediate and
full performance of every obligation of this Agreement.
2. Position and Duties. During the Term, the Executive shall serve in, and
assume duties and responsibilities consistent with, the position of Chief
Financial Officer, unless and until otherwise instructed by the Company. During
the Term, the Executive agrees to devote his working time, as set forth in
Paragraph 4 hereof, using his skill, energy and best business efforts on behalf
of the Company. During the Term, Executive shall not engage in any other
employment, consulting or other business activity without the prior written
consent of the Company, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing, it is understood that the Executive is currently
a member of the Board of Directors of Internet Machines Corporation, a Delaware
corporation doing business primarily in California and plans to continue such
position after his employment with the Company so long as such position does not
interfere with the Executives duties and obligations hereunder.
3. No Conflicts. The Executive covenants and agrees that for so long as he
is employed by the Company, he shall inform the Company of each and every
business opportunity related to the business of the Company of which he becomes
aware, and that he will not, directly or indirectly, exploit any such
opportunity for his own account, nor will he render any services to any other
person or business, acquire any interest of any type in any other business or
engage in any activities that conflict with the Company's best interests or
which is in competition with the Company.
4. Days/Hours of Work and Work Week. The Executive shall normally work 5
days per week and his hours of work shall be appropriate with the nature of the
Executive's duties and responsibilities with the Company, it being recognized
that such duties and responsibilities require flexibility in the Executive's
work schedule.
5. Location/Re-location. The locus of the Executive's employment with the
Company shall be the Company's corporate headquarters located at 4086 Del Rey
Avenue, Marina Del Rey, California 90292. Within 18 months of the Effective
Date, the Executive shall relocate his residence currently located at 3173 White
Cedar Place, Thousand Oaks, California 91362 to a residence located closer to
the Company's corporate headquarters for the purpose of reducing the Executive's
travel time from his residence to the Company's corporate headquarters.
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6. Compensation.
(a) Base Salary. During the Term, the Company shall pay, and the
Executive agrees to accept, in consideration for the Executive's services
hereunder, pro rata bi-weekly payments of the annual salary of $175,000.00, less
all applicable taxes and other appropriate deductions. In the event that the
Executive remains in the employment of the Company in the month following the
second consecutive quarter that the Company is profitable on a GAAP basis, the
Executive's base salary will be increased to $185,000.00 per year less all
applicable taxes and other appropriate deductions. The Executive's base salary
will be subject to further adjustment pursuant to the Company's employee
compensation policies in effect from time to time.
(b) Bonus. The Executive shall be entitled to a potential target
bonus of 30% of Executive's annual base salary which bonus shall be contingent
on the Company's achieving its revenue and operating income goals and the
Executive achieving the individual goals established for the Company's Chief
Financial Officer position as determined by the Board. Individual goals for the
Company's Chief Financial Officer position will be established by the Board or
its Compensation Committee within the first 60 days of Executive's employment.
7. Expenses. During the Term, the Executive shall be entitled to payment
for or reimbursement of any and all reasonable expenses paid or incurred by the
Executive in connection with and related to the performance of his duties and
responsibilities for the Company. All requests by the Executive for payment for
or reimbursement of such expenses shall be supported by appropriate invoices,
vouchers, receipts or such other supporting documentation in such form and
containing such information as the Company may from time to time reasonably
require, evidencing that the Executive, in fact, incurred or paid such expenses.
8. Vacation. During the Term of this Agreement, the Executive shall be
entitled to accrue 15 vacation days per year.
9. Stock Options/Restricted Stock.
(a) Grant of Options. The Company shall issue to the Executive an
option to acquire 262,500 shares of the Company's common stock (the "Common
Stock") pursuant to the Company's 2004 Stock Option Plan (the "Plan"). The
exercise price of the option to be granted pursuant to this paragraph 9(a) shall
be equal to the fair market value per share of the Common Stock as of the
Effective Date as determined by the closing sale price for the Common Stock on
the OTC Bulletin Board on the date immediately preceding the Effective Date.
Such grant shall be evidenced by and subject to the terms and conditions of an
option agreement in a form substantially similar to that attached hereto as
Exhibit A.
(b) Vesting and Exercise of Options. The option to be granted
pursuant to paragraph 9(a) shall vest as follows: 25% of the shares of Common
Stock underlying such option will vest after 12 months of service by the
Executive to the Company and the remaining shares of Common Stock underlying the
option will vest in monthly installments over the 36 months of service by the
Executive to the Company following the initial vesting period.
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(c) Restricted Stock. The Company shall grant to Executive a
restricted stock award of 152,500 shares of Common Stock (the "Restricted
Shares") immediately after the Effective Date. The Restricted Shares shall be
subject to the terms and conditions of the Plan and the restricted stock
agreement issued on such grant which agreement shall provide that during the
Term the Executive shall not sell, transfer or otherwise dispose of the
Restricted Shares, even after the vesting of the Restricted Shares, unless the
dollar value of the shares of Common Stock beneficially owned by the Executive
is equal to or exceeds three times the Executive's base salary or with the prior
consent of the Board. The Restricted Shares shall vest as follows: 29,167 shares
will vest after 6 months of service by the Executive to the Company and the
remaining shares will vest in monthly installments over the 42 months of service
by the Executive to the Company following the initial vesting period.
10. Other Benefits. During the Term, the Executive shall be eligible to
participate in Company-sponsored benefit plans (collectively, the "Benefit
Plans") all in accordance with the Company's policies as in effect from time to
time and in substantially the same manner and at substantially the same levels
as the Company makes such opportunities available to the Company's employees.
11. Termination of Employment.
(a) Death. In the event that during the Term, the Executive dies,
this Agreement and the Executive's employment with the Company shall
automatically terminate and the Company shall have no further obligations to the
Executive or his heirs, administrators or executors with respect to compensation
and benefits accruing thereafter, except for the obligation to pay to the
Executive's heirs, administrators or executors any earned but unpaid base
salary. The Company shall deduct, from all payments made hereunder, all
applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.
(b) Disability. In the event that, during the Term, the Executive
shall be prevented from performing his duties and responsibilities hereunder to
the full extent required by the Company by reason of a Disability (as defined
below), this Agreement and the Executive's employment with the Company shall
automatically terminate and the Company shall have no further obligations to the
Executive or his heirs, administrators or executors with respect to compensation
and benefits accruing thereafter, except for the obligation to pay the
Executive's heirs, administrators or executors any earned but unpaid base
salary. The Company shall deduct, from all payments made hereunder, all
applicable taxes, including income tax, FICA and FUTA. For purposes of this
Agreement, "Disability" shall mean a physical or mental disability that, in the
Board's discretion, based upon the medical opinions of two qualified physicians
specializing in the area or areas of the Executive's affliction, one of whom
shall be chosen by the Board and one of whom shall be chosen by the Executive,
prevents the performance by the Executive, with or without reasonable
accommodation, of his duties and responsibilities hereunder for a continuous
period of not less than six consecutive months.
(c) Cause.
(i) At any time during the Term, the Company may terminate
this Agreement and the Executive's employment hereunder for Cause. For purposes
of this Agreement, "Cause" shall mean: (a) the willful and continued failure of
the Executive to perform substantially his duties and responsibilities for the
Company (other than any such failure resulting from a Disability) after a
written demand by the Board for substantial performance is delivered to the
Executive by the Company, which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed his duties and
responsibilities, which willful and continued failure is not cured by the
Executive within thirty (30) days of his receipt of such written demand; (b) the
conviction of, or plea of guilty or nolo contendere to a felony, after the
exhaustion of all available appeals; or (c) fraud, dishonesty, competition with
the Company, unauthorized use of any of the Company's or any of its subsidiary's
trade secrets or confidential information, or gross misconduct which is
materially and demonstratively injurious to the Company. Termination under
sections 11(c)(i)(b) and 11(c)(i)(c) above shall not be subject to cure.
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(ii) Termination of the Executive for Cause pursuant to
paragraph 11(c)(i)(a) shall be made by delivery to the Executive of a copy of
the written demand referred to in paragraph 11(c)(i)(a), or pursuant to
paragraphs 11(c)(i)(b) or (c) by delivery to the Executive of a written notice
from the Board, either of which shall specify the basis of such termination, the
conduct justifying such termination, and the particulars thereof and finding
that in the reasonable judgment of the Board, the conduct set forth in paragraph
11(c)(i)(a), 11(c)(i)(b) or 11(c)(i)(c), as applicable, has occurred and that
such occurrence warrants the Executive's termination of employment. Upon receipt
of such demand or notice, the Executive, shall be entitled to appear before the
Board for the purpose of demonstrating that Cause for termination does not exist
or that the circumstances which may have constituted Cause have been cured in
accordance with the provisions of paragraph 11(c)(i)(a). No termination shall be
final until the Board has reached a determination regarding "Cause" following
such appearance.
(iii) Upon termination of this Agreement for Cause, the
Company shall have no further obligations or liability to the Executive or his
heirs, administrators or executors with respect to compensation and benefits
thereafter, except for the obligation to pay the Executive any earned but unpaid
base salary. The Company shall deduct, from all payments made hereunder, all
applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.
(d) Good Reason.
(i) At any time during the Term, subject to the conditions set
forth in paragraph 11(d)(iii) below, the Executive may terminate this Agreement
and the Executive's employment with the Company for Good Reason. For purposes of
this Agreement, for "Good Reason" shall mean the occurrence, without the
Executive's consent, of a Change of Control (as defined in paragraph 11(d)(ii)
below).
(ii) For purposes of this Agreement, "Change of Control"
means: (a) any consolidation or merger of the Company pursuant to which 51
percent or more of the outstanding voting securities of the surviving or
resulting company are not owned collectively by the holders of the Company's
outstanding voting securities as of the Effective Date (the "Current Control
Group"); (b) any sale, lease, exchange or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of the assets of
the Company other than any sale, lease, exchange or other transfer to any
company where the Company owns, directly or indirectly, 100 percent of the
outstanding voting securities of such company after any such transfer; (c) any
person (as such term is used in Section 13(d) of the Exchange Act of 1934, as
amended), other than the Current Control Group, shall acquire or become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act)
whether directly, indirectly, beneficially or of record, of 51 percent or more
of outstanding voting securities of the Company; or (d) commencement by any
entity, person, or group (including any affiliate thereof, other than the
Company) of a tender offer or exchange offer where the offeree acquires more
than 51 percent of the then outstanding voting securities of the Company.
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(iii) The Executive shall be entitled to terminate this
Agreement and his employment with the Company for Good Reason provided that he
has delivered written notice to the Company of his intention to terminate this
Agreement and his employment with the Company for Good Reason within 5 business
days after either (a) the date on which the Executive receives written notice
from the Company of the occurrence of any event included within the meaning of
Good Reason under paragraph 11(d)(i) or (b) the date on which the Executive
obtains actual knowledge of the occurrence of any event included within the
meaning of Good Reason under paragraph 11(d)(i). Such notice, if given by the
Executive pursuant to subparagraph 11(d)(iii)(b) hereof, shall specify in
reasonable detail the circumstances claimed to provide the basis for such
termination for Good Reason. Notwithstanding the foregoing, the Executive shall
not be entitled to terminate this Agreement and his employment with the Company
if the Company has eliminated the circumstances constituting "Good Reason"
within 30 days of its receipt from the Executive of the written notice described
in this paragraph 11(d)(iii).
(iv) In the event that the Executive terminates this Agreement
and his employment with the Company for Good Reason, the Company shall pay or
provide to the Executive (or, following his death, to the Executive's heirs,
administrators or executors): (a) any earned but unpaid base salary; (b) a
severance payment in an amount equal to 6 months of the Executive's base salary;
and (c) to the extent the Executive holds any unvested portion of the option
granted to the Executive pursuant to paragraph 9(a) or the Restricted Shares,
the portion of the option so granted and the Restricted Shares that would
otherwise vest in the 2 year period following the date of termination of the
Executive's employment with the Company will as of the date of termination
become fully vested. The Company shall deduct, from all payments made hereunder,
all applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.
(v) At the Executive's option, the amount described in
paragraph 11(d)(iv)(b) shall be paid to the Executive in the same manner as they
would have been paid, in accordance with the provisions of paragraph 6(a), had
the Executive remained employed by the Company. To exercise such option, the
Executive shall deliver to the Company written notice electing such option
within 10 business days after the Executive's last day of employment with the
Company. If the Executive fails to deliver such written notice within 10
business days after his last date of employment with the Company, the Executive
shall be entitled to receive the amounts described in paragraphs 11(d)(iv)(b) in
a lump sum within 45 days of his last date of employment with the Company.
(e) Without Cause.
(i) At any time during the Term, the Parties shall be entitled
to terminate this Agreement and the Executive's employment with the Company
without cause, by providing prior written notice of at least 30 days to the
other party. Upon termination of this Agreement and the Executive's employment
with the Company pursuant to this paragraph 11(e)(i), the Company shall have no
further obligations to the Executive or his heirs, administrators or executors
with respect to compensation and benefits thereafter, except for the obligation
to pay to the Executive any earned but unpaid base salary, base salary for the
six month period following the date of such termination, any bonus earned or
accrued through the date of such termination and one year acceleration of the
unvested portion, if any, of the option granted pursuant to paragraph 9(a) and
the Restricted Shares. The Company shall deduct, from all payments made
hereunder, all applicable taxes, including income tax, FICA and FUTA, and other
appropriate deductions.
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(ii) At the Executive's option, the amounts described in
paragraph 11(e)(i) shall be paid to the Executive in the same manner as they
would have been paid, in accordance with the provisions of paragraph 6(a), had
the Executive remained employed by the Company. To exercise such option, the
Executive shall deliver to the Company written notice electing such option
within 10 business days after his last day of employment with the Company. If
the Executive fails to deliver such written notice within 10 business days after
his last day of employment with the Company, the Executive shall be entitled to
receive the amounts described in paragraph 11(e)(i) in a lump sum within 45 days
of his last day of employment with the Company.
12. Confidential Information/Ownership and Assignment of Inventions. The
Executive expressly acknowledges that, in the performance of his duties and
responsibilities with the Company, (i) he has been exposed, and will be exposed,
to the trade secrets, business and/or financial secrets and confidential and
proprietary information of the Company, its affiliates and/or its clients or
customers ("Confidential Information") and (ii) he and/or other employees of the
Company working with him, without him or under his supervision, may create,
conceive of, make, prepare, work on or contribute to the creation of, or may be
asked by the Company or its affiliates to create, conceive of, make, prepare,
work on or contribute to the creation of, without limitation, lists, business
diaries, business address books (except for business addresses and business
address books not related to the Company), documentation, ideas, concepts,
inventions, designs, works of authorship, computer programs, audio/visual works,
developments, proposals, works for hire or other materials. Therefore, the
Executive agrees to execute and abide by the terms of the Assignment of
Invention and Non-Disclosure Agreement attached hereto as Exhibit B.
Additionally, the Executive affirms that he does not possess and will not rely
upon the protected trade secrets or confidential or proprietary information of
his prior employer(s) in providing services to the Company.
13. Non-Competition And Non-Solicitation. The Executive agrees and
acknowledges that the Confidential Information that the Executive has already
received and will receive are valuable to the Company, its affiliates and/or its
clients or customers, and that its protection and maintenance constitutes a
legitimate business interest of Company, its affiliates and/or its clients or
customers to be protected by non-competition restrictions. Therefore, the
Executive agrees to execute and abide by the terms of the Non-solicitation
Agreement attached hereto as Exhibit C and the Executive agrees and acknowledges
that the non-competition restrictions set forth therein are reasonable and
necessary and do not impose undue hardship or burdens on the Executive.
14. Insider Trading Policy/Public Disclosure. As a result of the potential
liability for both the Company and the Executive for "insider trading" under the
securities laws, the Board has adopted an Insider Trading and Public Disclosure
Policy attached hereto as Exhibit D. The Executive agrees to bound by and comply
with such policy and to evidence such agreement by executing and delivering to
the Company the Insider Trading and Disclosure Policy Acknowledgement contained
in Exhibit D.
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15. Indemnification. The Company hereby covenants and agrees to indemnify
the Executive to the fullest extent permitted by law and the Company's charter
documents and to hold the Executive harmless fully, completely, and absolutely
against and in any respects to any and all actions, suits, proceedings, claims,
demands, judgments, costs, expenses (including attorneys' fees), losses, and
damages resulting from the Executive's good faith performance of his job duties
pursuant to this Agreement. The Company also hereby agrees to use its best
efforts to purchase, maintain and cover the Executive under a directors' and
officers' liability insurance policy.
16. Dispute Resolution. The Parties agree that any dispute or claim,
whether based on contract, tort, discrimination, retaliation, or otherwise,
relating to, arising from, or connected in any manner with this Agreement or the
Executive's employment with the Company shall be resolved exclusively through
final and binding arbitration under the auspices of the American Arbitration
Association ("AAA"). The arbitration shall be held in the State of California.
The arbitration shall proceed in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association
("AAA") in effect at the time the claim or dispute arose, unless other rules are
agreed upon by the parties. The arbitration shall be conducted by one arbitrator
who is a member of the AAA, unless the parties mutually agree otherwise. The
arbitrators shall have jurisdiction to determine any claim, including the
arbitrability of any claim, submitted to them. The arbitrators may grant any
relief authorized by law for any properly established claim. The interpretation
and enforceability of this paragraph of this Agreement shall be governed and
construed in accordance with the United States Federal Arbitration Act, 9.
U.S.C. ss.1, et seq. More specifically, the parties agree to submit to binding
arbitration any claims for unpaid wages or benefits, or for alleged
discrimination, harassment, or retaliation, arising under Title VII of the Civil
Rights Act of 1964, the Equal Pay Act, the National Labor Relations Act, the Age
Discrimination in Employment Act, the Americans With Disabilities Act, the
Employee Retirement Income Security Act, the Civil Rights Act of 1991, the
Family and Medical Leave Act, the Fair Labor Standards Act, Sections 1981
through 1988 of Title 42 of the United States Code, COBRA, and any other
federal, state, or local law, regulation, or ordinance, and any common law
claims, claims for breach of contract, or claims for declaratory relief. The
Executive acknowledges that the purpose and effect of this paragraph is solely
to elect private arbitration in lieu of any judicial proceeding he might
otherwise have available to him in the event of an employment-related dispute
between him and the Company. Therefore, the Executive hereby waives his right to
have any such employment-related dispute heard by a court or jury, as the case
may be, and agrees that his exclusive procedure to redress any
employment-related claims will be arbitration.
Notwithstanding this agreement to arbitrate, the Parties agree that any
violation of paragraphs 12, 13 or 14 of this Agreement and the Assignment of
Invention and Non-Disclosure Agreement attached hereto as Exhibit B, the
Non-solicitation Agreement attached hereto as Exhibit C and the Insider Trading
and Public Disclosure Policy attached hereto as Exhibit D may be restrained by
the issuance of an injunction or other equitable relief by a court of competent
jurisdiction, in addition to other remedies provided by law or this Agreement.
In the event of any legal action or other proceeding arising out of or
related to or for the enforcement of this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys' fees, costs and expenses
incurred in that action or proceeding, including attorneys' fees, costs and
expenses incurred on appeal, if any, in addition to any other relief to which
such party may be entitled, from the non-prevailing party.
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17. Notice. For purposes of this Agreement, notices and all other
communications provided for in this Agreement or contemplated hereby shall be in
writing and shall be deemed to have been duly given when personally delivered,
delivered by a nationally recognized overnight delivery service or when mailed
United States Certified or registered mail, return receipt requested, postage
prepaid, and addressed as follows or at such other address provided in writing
by the Executive to the Company:
If to the Company:
InfoSearch Media, Inc.
4086 Del Rey Avenue
Marina Del Rey, CA 90292
If to the Executive:
Frank Knuettel
3173 White Cedar Place
Thousand Oaks, CA 91362
18. Miscellaneous.
(a) Telephones, stationery, postage, e-mail, the internet and other
resources made available to the Executive by the Company, are solely for the
furtherance of the Company's business.
(b) All issues and disputes concerning, relating to or arising out
of this Agreement and from the Executive's employment by the Company, including,
without limitation, the construction and interpretation of this Agreement, shall
be governed by and construed in accordance with the internal laws of the State
of California, without giving effect to that State's principles of conflicts of
law.
(c) The Parties agree that any provision of this Agreement deemed
unenforceable or invalid may be reformed to permit enforcement of the
objectionable provision to the fullest permissible extent. Any provision of this
Agreement deemed unenforceable after modification shall be deemed stricken from
this Agreement, with the remainder of the Agreement being given its full force
and effect.
(d) The Company shall be entitled to equitable relief, including
injunctive relief and specific performance as against the Executive, for the
Executive's threatened or actual breach of paragraphs 12, 13 and 14 of this
Agreement and the Assignment of Invention and Non-Disclosure Agreement attached
hereto as Exhibit B, the Non-solicitation Agreement attached hereto as Exhibit C
and the Insider Trading and Public Disclosure Policy attached hereto as Exhibit
D, as money damages for a breach thereof would be incapable of precise
estimation, uncertain, and an insufficient remedy for an actual or threatened
breach of paragraphs 12, 13 and 14 of this Agreement and the Assignment of
Invention and Non-Disclosure Agreement attached hereto as Exhibit B, the
Non-solicitation Agreement attached hereto as Exhibit C and the Insider Trading
and Public Disclosure Policy attached hereto as Exhibit D. The Parties agree
that any pursuit of equitable relief in respect of paragraphs 12, 13 and 14 of
this Agreement and the Assignment of Invention and Non-Disclosure Agreement
attached hereto as Exhibit B, the Non-solicitation Agreement attached hereto as
Exhibit C and the Insider Trading and Public Disclosure Policy attached hereto
as Exhibit D shall have no effect whatsoever regarding the continued viability
and enforceability of paragraph 16 of this Agreement.
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(e) Any waiver or inaction by the Company or the Executive for any
breach of this Agreement shall not be deemed a waiver of any subsequent breach
of this Agreement.
(f) The Parties independently have made all inquiries regarding the
qualifications and business affairs of the other which either party deems
necessary. The Executive affirms that he fully understands this Agreement's
meaning and legally binding effect. Each party has participated fully and
equally in the negotiation and drafting of this Agreement.
(g) The Executive's obligations under this Agreement are personal in
nature and may not be assigned by the Executive to any other person or entity.
This Agreement shall be enforceable by the Company and its parents, affiliates,
successors and assigns.
(h) This instrument constitutes the entire Agreement between the
Parties regarding its subject matter. When signed by each of the Parties, this
Agreement supersedes and nullifies all prior or contemporaneous conversations,
negotiations, or agreements, oral and written, regarding the subject matter of
this Agreement. In any future construction of this Agreement, this Agreement
should be given its plain meaning. This Agreement may be amended only by a
writing signed by the Parties.
(i) This Agreement may be executed in counterparts, a counterpart
transmitted via facsimile, and all executed counterparts, when taken together,
shall constitute sufficient proof of the parties' entry into this Agreement. The
Parties agree to execute any further or future documents which may be necessary
to allow the full performance of this Agreement. This Agreement contains
headings for ease of reference. The headings have no independent meaning.
THE EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS
AGREEMENT AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION THEREOF.
THIS AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS AGREEMENT BY BOTH
PARTIES. UNDERSTOOD, AGREED, AND ACCEPTED:
Frank Knuettel InfoSearch Media, Inc.
/s/ Frank Knuettel By: /s/ Steve Lazuka
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Name: Steve Lazuka
Title: Chief Executive Officer
Date: March 8, 2005 Date: March 8, 2005
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