Sample Business Contracts

Employment Agreement - Expertise Technology Innovation Inc. and Larry Wilcox

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                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 1st day of
February, 2004, between Expertise Technology Innovation, Inc., a Nevada
corporation (the "Company") and Larry Wilcox (the "Executive").

         WHEREAS, the Company has strong and legitimate business interests in
preserving and protecting its investment in the Executive, its trade secrets and
Confidential Information, and its substantial relationships with vendors, and
Customers, as defined, actual and prospective; and

         WHEREAS, the Company desires to preserve and protect its legitimate
business interests further by restricting competitive activities of the
Executive during the term of this Agreement and following (for a reasonable
time) termination of this Agreement; and

         WHEREAS, the Company desires to employ the Executive and to ensure the
continued availability to the Company of the Executive's services, and the
Executive is willing to accept such employment and render such services, all
upon and subject to the terms and conditions contained in this Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, and intending to be legally bound, the
Company and the Executive agree as follows:

         1. Representations and Warranties. The Executive hereby represents and
warrants to the Company that he (i) is not subject to any written
nonsolicitation or noncompetition agreement affecting his employment with the
Company (other than any prior agreement with the Company), (ii) is not subject
to any written confidentiality or nonuse/nondisclosure agreement affecting his
employment with the Company (other than any prior agreement with the Company),
and (iii) has brought to the Company no trade secrets, confidential business
information, documents, or other personal property of a prior employer.

         2. Term of Employment.

                  (a) Term. The Company hereby employs the Executive, and the
         Executive hereby accepts employment with the Company for a period
         commencing on the date of this Agreement and ending three years from
         the date of the closing of the merger by and among the Company, United
         Communications Hub, Inc. and New ETI, Inc. (the "Merger").

                  (b) Automatic Extension. Beginning on the third anniversary of
         the date of this Agreement and continuing every third anniversary
         thereafter (the "Extension Date"), this Agreement shall be
         automatically extended for an additional term of three years unless
         either party notifies the other in writing more than 90 days prior to
         the Extension Date that this Agreement is no longer to be extended.

                  (c) Continuing Effect. Notwithstanding any termination of this
Agreement except for termination under Section 6(b), at the end of the Term or
otherwise, the provisions of Sections 7 and 8 shall remain in full force and
effect and the provisions of Section 8 shall be binding upon the legal
representatives, successors and assigns of the Executive.


         3. Duties.

                  (a) General Duties. The Executive shall serve as the president
         and chief executive officer of the Company with duties and
         responsibilities that are customary for such executives. The Executive
         shall also perform services for such subsidiaries as may be necessary.
         The Executive shall use his best efforts to perform his duties and
         discharge his responsibilities pursuant to this Agreement competently,
         carefully and faithfully in determining whether or not the Executive
         has used his best efforts hereunder, the Executive's and the Company's
         delegation of authority and all surrounding circumstances shall be
         taken into account and the best efforts of the Executive shall not be
         judged solely on the Company's earnings or other results of the
         Executive's performance.

                  (b) Devotion of Time. The Executive shall devote such time,
         attention and energies during normal business hours (exclusive of
         periods of sickness and disability and of such normal holiday and
         vacation periods as have been established by the Company) to the
         affairs of the Company as necessary to completely and adequately
         perform his duties. The Executive discloses and the Company
         acknowledges the following business venture that the Executive is
         involved with and may devote time to:

                               Wilcox Productions

         The Company agrees that the Executive may devote time to these business
         ventures so long as he continues to completely and adequately perform
         his duties pursuant to this Agreement. The Executive shall not enter
         the employ of or serve as a consultant to, or in any way perform any
         services with or without compensation to, any other persons, business
         or organization without the prior consent of the board of directors of
         the Company. In addition, the Executive shall be permitted to devote a
         limited amount of his time, without compensation, to professional,
         charitable or similar organizations.

                  (c) Location of Office. The Executive's principal business
         office shall be at the Company's Rancho Cucamonga, California corporate
         offices, or such other location within 60 miles of Los Angeles,
         California. However, the Executive's job responsibilities shall include
         all business travel necessary to the performance of his job.


                  (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

         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

                  (d) Stock Options. The Executive shall receive 1,500,000 stock
         options to purchase the Company's common stock exercisable at $.16 per
         share under the Company's 2003 Stock Option Plan pursuant to a separate
         stock option agreement, which options replace stock options granted to
         the Executive in April 2003 by United Communications Hub, Inc. The
         options shall vest over a three year period in equal increments each
         June 30 and December 31, subject to continued employment.

                  (e) Expenses. In addition to any compensation received
         pursuant to Section 4(a) and (b), the Company will reimburse or advance
         funds to the Executive for all reasonable travel, entertainment and
         miscellaneous expenses incurred in connection with the performance of
         his duties under this Agreement, provided that the Executive properly
         provides a written accounting of such expenses to the Company in
         accordance with the Company's practices. Such reimbursement or advances
         will be made in accordance with policies and procedures of the Company
         in effect from time to time relating to reimbursement of or advances to
         Executive officers.

         5. Benefits.

                  (a) Vacation and Sick Leave. For each 12-month period during
         the Term, the Executive shall be entitled to five weeks of vacation
         without loss of compensation or other benefits to which he is entitled
         under this Agreement, to be taken at such times as the Executive may
         select and the affairs of the Company may permit. The Executive shall
         be entitled to sick leave each year.

                  (b) Employee Benefit Programs. The Employee is entitled to
         participate in any pension, 401(k), insurance or other employee benefit
         plan that is maintained by the Company for its executives, including
         programs of life and medical insurance and reimbursement of membership
         fees in professional organizations.

                  (c) Insurance. The Company shall pay or reimburse the
         Executive for the premiums on a life insurance policy in the face
         amount of $2 million which policy shall provide that it is fully funded
         after no more than five years. This policy shall be the sole property
         of the Executive and the Company shall not retain or be entitled to any
         benefit therefrom. The Company shall also pay premiums on the Company's
         medical insurance policy covering Executive and pay the premiums or
         reimburse the Executive for disability insurance covering the
         Executive's disability which insurance shall have only a 30-day waiting
         period on disability insurance in an amount equal to the maximum
         allowed by the insurance company.


                  (d) Automobile. The Company shall pay the Executive an
         automobile allowance of (i) $1,500 per month, and (ii) the cost of
         insurance for such automobile.

         6. Termination.

                  (a) Death or Disability. Except as otherwise provided in this
         Agreement, it shall automatically terminate without act by any party
         upon the death, or disability of the Executive. For purposes of this
         Section 6(a), "disability" shall mean that for a period of 45
         consecutive days or 90 aggregate days in any 12-month period, the
         Executive is incapable of substantially fulfilling the duties set forth
         in Section 3 because of physical, mental or emotional incapacity
         resulting from injury, sickness or disease. In the event of death of
         the Executive, the Executive's estate shall receive any unpaid, earned
         compensation due the Executive and this Agreement shall terminate.

                  (b) Termination for Cause. The Company may terminate the
         Executive's employment pursuant to the terms of this Agreement at any
         time for Cause (as defined below) by giving written notice of
         termination. Such termination shall become effective upon the giving of
         such notice. Upon any such termination for Cause, the Executive shall
         have no right to compensation, or reimbursement under Section 4, or to
         participate in any Executive benefit programs under Section 5, except
         as provided by law, for any period subsequent to the effective date of
         termination. For purposes of this Section 6(b), "Cause" shall mean:
         (i)the Executive is convicted of a felony which is related to the
         Executive's employment or the business of the Company; (ii) the
         Executive, in carrying out his duties hereunder, has been found in a
         civil action to have committed gross negligence or intentional
         misconduct resulting, in either case, in material harm to the Company;
         or (iii) the Executive has been found in a civil action to have
         materially breached any provision of Section 6 or Section 7 and to have
         caused material harm to the Company. The term "found in a civil action"
         shall not apply until all appeals permissible under the applicable
         rules of procedure or statutes have been determined and no further
         appeals are permissible.

                  (c) Special Termination. In the event that (i) the Executive,
         with or without change in title or formal corporate action, shall no
         longer exercise all of the duties and responsibilities and shall no
         longer possess substantially all the authority set forth in Section 3;
         (ii) the Company materially breaches this Agreement or the performance
         of its duties and obligations hereunder; or (iii) any entity or person
         not now an executive officer or director of the Company becomes either
         individually or as part of a group the beneficial owner of 30% or more
         of the Company's common stock except as part of the Merger, the
         Executive, by written notice to the Company, may elect to deem the
         Executive's employment hereunder to have been terminated by the Company
         without cause, in which event the Executive shall be entitled at the
         time of termination to compensation equal to an amount of three years
         Base Salary under this Agreement and benefits payable pursuant to
         Section 5 herein for such three-year period and all of Executive's
         remaining unvested options, if any, shall vest immediately upon such


         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

                  (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


         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 included.

         15. Notices and Addresses. All notices, offers, acceptance and any
other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by Federal
Express or similar receipted delivery or by facsimile delivery, as follows:

         To the Company:        Expertise Technology Innovation, Inc.
                                10390 Commerce Center Drive, Suite 250
                                Rancho Cucamonga, CA 91730
                                Facsimile: (818) 887-2686

         With a Copy to:        Michael D. Harris, Esq.
                                Michael Harris, P.A.
                                1555 Palm Beach Lakes Blvd.
                                Suite 310
                                West Palm Beach, FL  33401
                                Facsimile (561) 478-1817

         To the Executive:      Mr. Larry Wilcox
                                10390 Commerce Center Drive, Suite 250
                                Rancho Cucamonga, CA 91730
                                Facsimile:  (818) 887-2686

to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's


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 considerations.

         19. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.

         20. Additional Documents. The parties hereto shall execute such
additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the
obligations of the parties hereunder.

         21. Section and Paragraph Headings. The section and paragraph headings
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.

         22. Arbitration. Except for a claim for equitable relief, any
controversy, dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be settled by
submission by either party of the controversy, claim or dispute to binding
arbitration in Los Angeles County, California (unless the parties agree in
writing to a different location), before three arbitrators in accordance with
the rules of the American Arbitration Association then in effect. In any such
arbitration proceeding the parties agree to provide all discovery deemed
necessary by the arbitrators. The decision and award made by the arbitrators
shall be final, binding and conclusive on all parties hereto for all purposes,
and judgment may be entered thereon in any court having jurisdiction thereof.


         IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date and year first above written.

                                          EXPERTISE TECHNOLOGY INNOVATION, INC.

                                          By: /s/  Paul Lanham
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                                          /s/ Larry Wilcox
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                                              Larry Wilcox