Employment Agreement - Expertise Technology Innovation Inc. and Larry Wilcox
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 1 day of
February, 2002, 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
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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.
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(a) Term. The Company hereby employs the Executive, and the
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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
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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
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Agreement except for termination under Section 6(b), at the end of the Term or
otherwise, the provisions of Sections 7 and 8
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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.
3. Duties.
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(a) General Duties. The Executive shall serve as the president
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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,
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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
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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.
(d) Adherence to Inside Information Policies. The Executive
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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.
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(a) Salary. For the services of the Executive to be rendered
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under this Agreement, the Company shall pay the Executive an annual salary of
$360,000 (the Base Salary"). The Base Salary shall
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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
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a bonus based upon the Company achieving certain financial 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
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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
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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
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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
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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.
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(a) Vacation and Sick Leave. For each 12-month period during the
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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
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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
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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.
(d) Automobile. The Company shall pay the Executive an automobile
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allowance of (i) $1,500 per month, and (ii) the cost of insurance for such
automobile.
6. Termination.
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(a) Death or Disability. Except as otherwise provided in this
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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
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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
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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,
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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.
7. Non-Competition Agreement.
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(a) Competition with the Company. Until termination of his
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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
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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.
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(c) No Payment. The Executive acknowledges and agrees that no
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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.
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(a) Confidential Information. Confidential Information includes,
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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
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
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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
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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
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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).
9. Equitable Relief.
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(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
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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;
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(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.
11. Inventions, Ideas, Processes, and Designs. All inventions, ideas,
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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
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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
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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.
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(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 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
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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
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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
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
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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.
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17. Attorney's Fees. In the event that there is any controversy or
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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
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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
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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
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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
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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
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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.
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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:
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President
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EXECUTIVE:
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Larry Wilcox
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