Sample Business Contracts

Employment Agreement - Expertise Technology Innovation Inc. and Larry Wilcox

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                              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
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.

     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

          (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.

          (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 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

          (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

          (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.

          (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

     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.

     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
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).

     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.

     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 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

     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
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

     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

     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.

     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.

-------------------------             -------------------------------



-------------------------          ----------------------------------
                                   Larry  Wilcox