Exhibit 10.24
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of July 31, 2003, by and
between XXXX, Inc., a Delaware corporation ("the Company") located at 0000 Xxxxx
Xxxxx Xxxx., Xxx Xxxxx, Xxxxxx 00000, and Xxxxx Xxxxx Root, whose address is
Anthem Country Club, 0 Xxxxxxxxxx Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxx 00000, ("the
Executive"), and is based upon the following:
RECITALS
WHEREAS, the Executive is currently acting as the Company's Chief
Executive Officer and Chairman of the Company's Board of Directors ("Board of
Directors");
WHEREAS, the Company wishes to retain the services of the Executive,
and the Executive wishes to render services to the Company, as Chief Executive
Officer;
WHEREAS, the Company and the Executive wish to set forth in this
Agreement the duties and responsibilities that the Executive has agreed to
undertake on behalf of the Company in his role as its Chief Executive Officer
only;
WHEREAS, the Company and the Executive intend that this Agreement will
supersede and replace any and all other employment agreements or arrangements
for employment entered into by and between the Company and the Executive, and
that any such employment agreements or arrangements shall have no further force
or effect.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises contained in this Agreement, the Company and the Executive (who are
sometimes individually referred to as a "party" and collectively referred to as
the "parties") agree as follows:
AGREEMENT
1. SPECIFIED PERIOD AND OFFICE LOCATION/HEADQUARTERS.
The Company hereby employs the Executive, and the Executive hereby accepts
employment with the Company, pursuant to the terms of this Agreement beginning
on July 31, 2003 the "Effective Date" and expiring on July 31, 2005 (the
"Term"). The Company will provide the Executive with his own office and staff
and pay for the office, staff and all facilities and equipment required by the
Executive and his staff.
2. GENERAL DUTIES.
The Executive shall devote sufficient productive time, ability, and
attention to the Company's business during the term of this Agreement. In his
capacity as Chief Executive Officer, the Executive shall have the overall
responsibility for the day-to-day supervision, control and management of the
business and the employees of the Company. The Executive shall conduct and
perform all services, acts, or things necessary or advisable to discharge his
duties under this Agreement, and such other duties as are commonly performed by
a Chief Executive Officer of a publicly traded corporation of the size of the
Company or which may, from time to time, be prescribed by the Company through
the Board of Directors consistent with his duties as a Chief Executive Officer.
Furthermore, the Executive agrees to cooperate, and work to the best of his
ability, with the Company's management team, which includes the Board of
Directors, officers and other employees, to continually improve the Company's
reputation in its. Executive shall be entitled to host a television and/or
radio show, write newspaper articles and/or books and participate in other
business ventures provided the same do not compete with the Company's business
or materially interfere with Executive's duties set forth in this Agreement.
3. AUTHORITY, HUMAN, AND CAPITAL RESOURCES.
The Executive shall have authority to hire, fire, train and manage the staff
of the Company as well as to negotiate and execute contracts and other
documents. Should any single contract encompass commercial commitments in the
amount of $50,000 or more, such authority shall be subject to approval by the
Board of Directors prior to execution of any such contract. The Company shall
provide the Executive with the human and capital resources (including, but not
limited to, development funding, equity investment, debt-financing) and
dedicated management support staff (including, but not limited to, technical,
financial, legal, tax, accounting) required to promote the mission of the
Company and execute the business plan and the requisite tools and resources
needed to perform the Company's business (including, but not limited to, cell
phones, computer, Internet, office supplies).
4. COMPENSATION.
(a) Base Salary. During the first year of the Term, the Company shall pay
to the Executive a base salary of $175,000 per year, in equal consecutive
monthly installments of $14,583.33 per month (the "Base Salary") on the
first of each month for the prior month of work. In the second year of
the Term, the Base Salary shall be 10% of the Company's operating income
("Operating Income") pursuant to the Company's audited financial
statements determined and calculated per Generally Accepted Accounting
Principles ("GAAP") for the previous fiscal year; provided, however, that
in no event shall the Executive's salary fall below $175,000 or exceed
$250,000. Once the increased Base Salary level is reached, it shall not
be reduced for any reason. The Base Salary shall be subject to any
applicable federal or state tax withholdings and/or employee deductions.
(b) Handicapping Fees. During the first year of the Term, the Company
shall pay to the Executive a handicapping fee (the "Handicapping Fee")
equal to 10% of the Executive's handicapping fees (net of charge backs)
received by the Company, not to exceed a maximum of $350,000 per year.
Commencing with the second year of the Term, the Handicapping Fee shall
be the greater of $450,000 or 20% of the Company's Operating Income for
that fiscal year (the twelve month period ending on July 31, 2005) per
GAAP. The payment if based on the Operating Income shall be made upon the
filing of the 10-KSB or other similar form the Company may use. The
Handicapping Fee shall be subject to any applicable tax withholdings
and/or employee deductions.
(c) Performance Bonus. In the second year of the Term, the Executive
shall be entitled to a performance bonus (the "Performance Bonus") from
the Company's performance bonus pool, which shall consist of:
A) 10% of the Company's Operating Income, in excess of $1
million, as set forth in the Company's audited financial
statements for the applicable fiscal year per GAAP; and
B) 50% of the company's operating profit margin, in excess of
15%, as set forth in the Company's audited financial
statements for the applicable fiscal year per GAAP.
In the second year of the term, the Executive shall be entitled to the
Performance Bonus equal to 25% of the aggregate performance bonus pool
for that year subject to any applicable federal or state tax with
holdings and/or employee deductions.
(d) Common Stock Grant.
As an incentive for continued employment with the Company, the
Executive shall be entitled to a stock grant of restricted common
shares of Company in the amount of 2,100,000 shares (the "Shares"),
which shall Vest as follows: 700,000 Shares at signing of this
Agreement. 700,000 Shares on the 1st anniversary of this Agreement.
700,000 Shares on the 2nd anniversary of this Agreement. Once the
initial Shares vest at signing, additional shares are earned "only" by
continued employment with the Company through the anniversary date or
change of ownership or control. The Shares will then be vested in the
name of the Executive and issued as fully paid by the Company as
conditional compensation.
(e) Change of ownership compensation.
In the event of a change in ownership or control of the Company, either
friendly or hostile, Executive shall immediately receive a minimum base
salary of $250,000 per year, the Handicapping Fee shall be increased to
12% of sales (as described in paragraph 4. b ), the ceiling for the
Handicapping Fee shall be removed and all remaining unvested Shares
shall immediately vest and issued effective as of the date in change of
ownership control.
(f) Executive benefit plans. During the Term of this Agreement, the
Executive shall participate equally with other senior executive
employees in any retirement, pension, profit sharing, insurance, or
other plans which may now be in effect or which may be adopted by the
Company pursuant to the terms of each plan. The benefit plans shall be
with such underwriters and shall contain such provisions as the Company
and the Executive may determine from time to time. Insurance provisions
shall cover the Executive and his immediate family, including, but not
limited to, term life, long-term disability, medical, dental, vision,
and other related benefits. In addition, the amount of the "Key Man"
life insurance policy maintained by the Company naming the Executive as
insured shall be increased to $10,000,000 subject to the Company's
financial condition and capital resources in conjunction with the
availability of an insurance carrier willing to provide such coverage.
(g) Voluntarily Surrender of Options & Warrants
The Executive acknowledges that as consideration for issuing the stock
grants described in( 4. d) by the Company the Executive shall surrender
all written options and warrants issued prior to July 31,2003.
5. REIMBURSEMENT OF BUSINESS EXPENSES.
The Company shall reimburse the Executive for all reasonable business
expenses incurred by the Executive in connection with the business of the
Company within 10 (ten) days following the submission of an expense report
documenting expenses. Each such expenditure shall be reimbursable only if the
Executive furnishes to the Company such documentary evidence as may be required
by federal and state statutes and regulations issued by the appropriate taxing
authorities for the substantiation of each such expenditure as an income tax
deduction.
6. ANNUAL VACATION/HOLIDAY/SICK LEAVE.
During the Term, the Executive shall be entitled to 6 weeks paid vacation
per year, which vacation time shall not be taken until the expiration of at
least 90 days from the Effective Date. The Executive shall be entitled to all
holiday and sick leave in accordance with the Company's general policy for it's
employees. The Executive shall be entitled to take the Christmas week off with
pay.
7. INDEMNIFICATION OF LOSSES.
So long as the Executive's actions were taken in good faith and in
furtherance of the Company's business and within the scope of the Executive's
duties and authority, the Company shall indemnify and hold the Executive
harmless from any and all claims, losses and expenses sustained by the Executive
as a result of any action taken by him in connection with his duties under this
Agreement, and the Company shall defend the Executive, at the Company's expense,
in connection with any and all claims by stockholders or third parties which are
based upon actions taken by the pursuant to this agreement to the full extent of
Delaware law.
8. PERSONAL CONDUCT.
Except as set forth in paragraph 2 of this Agreement, the Executive agrees
promptly and faithfully to comply with all present and future written policies,
requirements, directions, requests, rules and regulations of the Company in
connection with the Company's business provided to him. The Executive further
agrees to conform to all laws and shall not at any time commit any act or become
involved in any situation or occurrence which brings the Company into public
scandal, ridicule or which will reflect unfavorably on the reputation of the
Company.
9. TERMINATION FOR CAUSE.
The Company reserves the right to declare the Executive in default of this
Agreement if the Executive fails to adequately perform or willfully breaches or
habitually neglects the material duties which he is required to perform under
the terms of this Agreement, or if the Executive commits such material acts of
dishonesty, fraud, misrepresentation, gross negligence or willful misconduct as
would prevent the effective performance of his duties or which results in
material harm to the Company or business. The Company may terminate this
Agreement for cause by giving written notice of termination to the Executive. If
the Executive's failure, breach or violation is of a nature that is curable, the
Executive shall have fifteen business days after written notice of such failure,
breach or violation is given to him to affect the cure thereof. Upon such
termination the obligations of the Executive and the Company under this
Agreement shall immediately cease. Such termination shall be without prejudice
to any other remedy to which the Company may be entitled either at law, in
equity, or under this Agreement. If the Executive's employment is terminated
pursuant to this paragraph, the Company shall pay to the Executive, immediately
upon such termination, any accrued but unpaid amounts earned pursuant to
Sections 4, 5 and 6.
10. TERMINATION WITHOUT CAUSE.
(a) Death. The Executive's employment shall terminate upon the death of
the Executive. Upon such termination, the obligations of the Executive
and the Company under this Agreement shall immediately cease except as
hereinafter set forth. In the event of a termination pursuant to this
section, the Executive shall be entitled to receive any amounts accrued
but unpaid pursuant to Sections 4, 5 & 6 of this Agreement. The
Executive's successors, heirs, representatives and/or executor(s) shall
be entitled to exercise the stock grants provided for in paragraph 4
following the death of the Executive. All other rights the Executive
has under any benefit or stock option plans and programs shall be
determined in accordance with the terms and conditions of such plans
and programs.
(b) Disability. The Company reserves the right to terminate the
Executive's employment upon 10 (ten) days written notice if, for a
consecutive period of 60 (sixty) days, the Executive is prevented from
discharging his duties under this Agreement due to any physical or
mental disability. Upon such termination the obligations of the
Executive and the Company under this Agreement shall immediately cease.
In the event of a termination pursuant to this section as the Executive
shall be entitled to receive any accrued and unpaid amounts earned
pursuant to section 4,5 & 6. All other rights the Executive has under
any benefit or stock option plans and programs shall be determined in
accordance with the terms and conditions of such plans and programs.
(c) Election By The Executive. The Executive may elect to terminate his
employment at any time upon not less than 60 (sixty) days following
written notice by the Executive to the Board. In the event of a
termination pursuant to this section, the Executive shall be entitled
to receive any accrued and unpaid amounts earned pursuant to Section 4,
5 & 6. All other rights the Executive has under any benefit or stock
option plans and programs shall be determined in accordance with the
terms and conditions of such plans and programs.
(d) Election By The Company and Termination Fee. The Company may
terminate the Executive's employment upon not less that 60 (sixty) days
written notice by the Company to the Executive. In the event of a
termination pursuant to this section, the Executive shall be entitled
to receive any accrued and unpaid amounts earned and stock options
granted pursuant to Section 4, 5 & 6. All other rights the Executive
has under any benefit or stock option plans and programs shall be
determined in accordance with the terms and conditions of such plans
and programs. In addition, within 10 (ten) days following the effective
date of termination, the Company shall pay the Executive a termination
fee in an amount equal to 12 (twelve) months of the Executive's Base
Salary (as that term is defined in section 4(a), which the Executive
receives as of the date of termination.
(e) Termination By The Executive For Good Reason. The Executive may
terminate this agreement immediately based on his reasonable
determination that one of the following events has occurred:
(i) The Company intentionally and continually breaches or
wrongfully fails to fulfill or perform (A) its obligations,
promises or covenants under this Agreement; or (B) any
warranties, obligations, promises or covenants in any
agreement (other than this agreement) entered into between the
Company and the Executive, without cure;
(ii) The Company terminates this Agreement and the Executive's
employment hereunder, and such termination does not constitute
termination for cause,
(iii) Without the consent of the Executive, the Company: (A)
substantially alters or materially diminishes the position,
nature, status, prestige or responsibilities of the Executive
or location of the Executive's office then in effect by mutual
agreement of the parties; (B) assigns additional duties or
responsibilities to the Executive which are inconsistent with
the position, nature, status, prestige or responsibilities of
the Executive then in effect; (C) removes or fails to
reappoint or re-elect the Executive to the Executive's offices
under this Agreement (as they may be changed or augmented from
time-to-time with the consent of the Executive), or as a
director of the Company, except in connection with the
Executive's disability; and (D) changed the nature of its
business operations;
(iv) The Executive is removed from the Board without his
consent; or the Company fails to nominate or reappoint the
Executive to the Board (unless the Executive is deceased or
disabled, or such removal or failure is attributable to an
event which would constitute termination for cause), or if the
Executive is so nominated, the stockholders of the Company
fail to re-elect the Executive to the Board;
(v) The Company intentionally requests or causes the Executive
to commit or participate in any felony or other serious crime;
and/or
(vi) The Company engages in other conduct constituting legal
cause for termination.
(vii) The Company files for protection under the Bankruptcy
laws of the United States.
If the Executive terminates this Agreement pursuant to this Section,
the obligations of the Executive and the Company under this Agreement
shall immediately cease. In the event of a termination pursuant to
this section, the Company shall pay the Executive a termination fee
in an amount equal to 12 (twelve) months of the Executive's Base
Salary (as the term is defined in paragraph 4(a)) at the time of
termination. All other rights the Executive has under benefit or
stock option plans and programs shall be determined in accordance
with the terms and conditions of such plans and programs.
11. COVENANTS NOT TO COMPETE OR SOLICIT.
Based upon the Executive's unique and essential value to the Company and
the receipt of the compensation as set forth in this Agreement, the Executive
agrees to the following covenants and/or restrictions following the termination
of his employment with the Company where such termination results from (a) the
Executive's voluntary election to terminate his employment with the Company as
defined in Section 10(c) or (b) the Executive's termination by the Company for
cause as defined in Section 9 above. In only those events, the Executive hereby
covenants and agrees that for a period of 18 (eighteen)
months from the date of the termination of the Executive's employment with the
Company as defined above, the Executive shall not, without the prior written
consent of the Company (which consent may be withheld in the sole and absolute
discretion of the Company), directly or indirectly, either alone or in
association or in connection with or on behalf of any person, firm, partnership,
corporation, venture or other entity now existing or hereafter created: (i) be
or become interested or engaged in, directly or indirectly, with any Competitive
Business including, without limitation, as on organizer, partner, joint-venture,
stockholder, officer, director, employee, manger, independent sales
representative, associate, consultant, or agent of, or a supplier, lender,
vendor, vendee, lesser, or lessee to, any Competitive Business; (ii) in any
manner associate with, aid or give information or financial assistance to any
Competitive Business or (iii) use or permit the use of the Executive's name
(Xxxxx Xxxx) or any part thereof to be used or employed in connection with any
Competitive Business. The term "Competitive Business" is defined as any business
that is competitive with the Company's Business as of the date of termination,
whether such business is conducted by a proprietorship, partnership, corporation
or other form of entity or venture; provided, however, that the exclusions set
forth in paragraph 2 of this Agreement shall not be considered as an aspect of
the "Competitive Business" or "Company's Business." The Executive further
covenants and agrees that for a period of 18 (eighteen) months from the date of
the termination of the Executive's employment with the Company as defined above,
the Executive shall not, either for the Executive's own account or directly or
indirectly in conjunction with or on behalf of any person, partnership,
corporation or other entity or venture, solicit any customer, account, officer,
partner, manager, agent or employee of the Company or any of the Company's
business; (ii) the covenants or restrictions embodied herein relate to matters
which are of a special, unique and extraordinary value; and (iii) a material
breach of any of the covenants or restrictions embodies herein may result in
irreparable harm and damages which cannot be adequately compensated by a
monetary award.
12. ELECTION TO BOARD OF DIRECTORS.
As of the Effective Date, the Executive shall be duly elected as Chairman
of the Company's Board of Directors. A resolution by the Company's Board of
Director of such election shall be adopted and provided for in writing.
13. NO CONFLICTING DUTIES.
The Executive shall devote sufficient productive time, ability, and
attention to the business of the Company during the term of this Agreement in a
manner that will serve the best interests of the Company. During the term
hereof, the Executive shall not serve as an officer, director, employee,
consultant or advisor to any other business without the prior written consent of
the Company's Board of Directors. The Executive hereby confirms he is under no
contractual commitments inconsistent with his obligations set forth in this
Agreement. During the term of this Agreement, and except as otherwise set forth
in paragraph 2 of this Agreement, the Executive will not render or perform
services, or enter into any contract to do so, for any other corporation, firm,
entity or person that are inconsistent with the provisions of this Agreement.
This Agreement shall not be interpreted to prohibit the Executive from making
passive personal investments or engaging in personal or charitable activities.
14. MISCELLANEOUS.
(a) Preparation of Agreement. It is acknowledged by each party that
such party either had separate and independent advice of counsel or the
opportunity to avail itself or himself of it. In light of these facts
it is acknowledged that no party shall be construed to be solely
responsible for the drafting hereof, and therefore any ambiguity shall
not be construed against any party as the alleged draftsman of this
Agreement.
(b) Cooperation. Each party agrees, without further consideration, to
cooperate and diligently perform any further reasonable acts, deeds and
things and to execute and deliver any documents that may from time to
time be reasonably necessary or otherwise reasonably required to
consummate, evidence, confirm and/or carry out the intent and
provisions of this Agreement, all without undue delay or expense.
(c) Interpretation.
(i) Entire Agreement/No Collateral Representations. Each party
expressly acknowledges and agrees that this Agreement: (1) is
the final, complete and exclusive statement of the agreement
of the parties with respect to the subject matter hereof; (2)
supersedes any prior or contemporaneous agreements, promises,
assurances, guarantees, representations, understandings,
conduct, proposals, conditions, commitments, acts, course of
dealing, warranties, interpretations or terms of any kind,
oral or written (collectively and severally, the "Prior
Agreements"), except Option Agreements, and that any such
Prior Agreements are of no force or effect except as expressly
set forth herein; and (3) may not be varied, supplemented or
contradicted by evidence of Prior Agreements, or by evidence
of subsequent oral agreements. Any agreement hereafter made
shall be ineffective to modify, supplement or discharge the
terms of this Agreement, in whole or in part, unless such
agreement is in writing and signed by the party against whom
enforcement of the modification or supplement is sought.
(ii) Waiver. No breach of any agreement or provision herein
contained, or of any obligation under this agreement, may be
waived, nor shall any extension of time for performance of any
obligations or acts be deemed an extension of time for
performance of any other obligations or acts contained herein,
except by written instrument signed by the party to be charged
or as otherwise expressly authorized herein. No waiver of any
breach of any agreement or provision herein contained shall be
deemed a waiver of any preceding or succeeding breach thereof,
or a waiver or relinquishment of any other agreement or
provision or right or power herein contained.
(iii) Remedies Cumulative. The remedies of each party under
this Agreement are cumulative and shall not exclude any other
remedies to which such party may be lawfully entitled.
(iv) Severability. If any term or provision of this Agreement
or the application thereof to any person or circumstance
shall, to any extent, be determined to be invalid, illegal or
unenforceable under present or future laws effective during
the term of this agreement, then and, in that event: (A) the
performance of the offending term or provision (but only to
the extent it's application is invalid, illegal or
unenforceable) shall be excused as if it had never been
incorporated into this Agreement, and, in lieu of such excused
provision, there shall be added a provision as similar in
terms and amount to such excused provision as may be possible
and be legal, valid and enforceable, and (B) the remaining
part of this Agreement (including the application of the
offending term or provision to persons or circumstances other
than those as to which it is held invalid, illegal or
unenforceable) shall not be affected thereby and shall
continue in full force and effect to the fullest extent
provided by law.
(v) No Third Party Beneficiary. Notwithstanding anything else
herein to the contrary, the parties specifically disavow any
desire or intention to create any third party beneficiary
obligations, and specifically declare that no person or
entity, other than as set forth in this agreement, shall have
any rights hereunder or any right of enforcement hereof.
(vi) Headings; References; Incorporation; Gender. The headings
used in this Agreement are for convenience and reference
purposes only, and shall not be used in construing or
interpreting the scope or intent of this agreement or any
provision hereof. References to this Agreement shall include
all amendments or renewals thereof. Any exhibit referenced in
this agreement shall be construed to be incorporated in this
Agreement. As used in this Agreement, each gender shall be
deemed to include the other gender, including neutral genders
or genders appropriate for entities, if applicable, and the
singular shall be deemed to include the plural, and vice
versa, as the context requires.
(vii) Binding Upon Successors. This Agreement shall be binding
upon the parties' successors, assigns, purchasers,
representatives and heirs.
(d) Enforcement.
(i) Applicable Law. This Agreement and the rights and remedies
of each party arising out of or relating to this Agreement
(including, without limitation, equitable remedies) shall be
solely governed by, interpreted under, and construed and
enforced in accordance with the laws (without regard to the
conflicts of law principles thereof) of the State of Nevada,
as if this agreement were made, and if it's obligations are to
be performed, wholly within the State of Nevada.
(ii) Consent to Jurisdiction; Service of Process. Any action
or proceeding arising out of or relating to this Agreement
shall be filed in and litigated solely before the state courts
of Nevada located within Xxxxx County.
(iii) Consent to Specific Performance and Injunctive Relief
and Waiver of Bond or Security. Each party acknowledges that
the Company, as result of the Executive's material breach of
the covenants and obligations included herein, may sustain
immediate and long-term substantial and irreparable injury and
damage that cannot be reasonably or adequately compensated by
damages at law. Each party agrees that, in the event of the
Executive's breach or threatened breach of the covenants and
obligations, the Company shall be entitled to seek equitable
relief from a court of competent jurisdiction or arbitration
without proof of any actual damages that have been or may be
caused to the Company by such breach or threatened breach and
the posting of bond or other security in connection therewith
shall be made in accordance with Nevada law.
(e) No Assignment of Rights or Delegation of Duties by the Executive.
The Executive's rights and benefits under this Agreement are personal
to him and therefore (i) no such right or benefit shall be subject to
voluntary or involuntary alienation, assignment or transfer, except as
provided herein; and (ii) Executive may not delegate his duties or
obligations hereunder.
(f) Notices.
Unless otherwise specifically provided in this Agreement, all
notices, demands, requests, consents, approval or other communications
(collectively and severally called "Notices") required or permitted to
be given hereunder, or which are given with respect to this agreement,
shall be in writing, and shall be given by: (A) personal delivery
(which form of Notice shall be deemed to have been given upon
delivery), (B) by private airborne/overnight delivery service (which
forms of Notice shall be deemed to have been given upon confirmed
delivery by the delivery agency), (C) by electronic or facsimile or
telephonic transmission, provided the receiving party has a compatible
device or confirms receipt thereof (which forms of Notice shall be
deemed delivered upon confirmed transmission or confirmation of
receipt), or (D) by mailing in the Unites States mail by registered or
certified mail, return receipt requested, postage prepaid (which forms
of Notice shall be deemed to have been given upon the 5th business day
following the date mailed). Each party, and their respective counsel,
hereby agrees that if Notice is to be given hereunder by such party's
counsel may communicate directly with all principals, as required to
comply with the foregoing notice provisions. Notices shall be addressed
to the address hereinabove set forth in the introductory paragraph of
this agreement, or to such other address as the receiving party shall
have specified most recently by like Notice, with a copy to the other
parties hereto. Any Notice give to the estate of a party shall be
sufficient if addressed to the party as provided in this subparagraph.
(g) Counterparts. This Agreement may be executed in counterparts, each
of which shall be an original, and all of which together shall
constitute one and the same instrument, binding on all parties hereto.
Any signature page of this agreement may be detached from any
counterpart of this Agreement and reattached to any other counterpart
of this Agreement identical in form hereto by having attached to it one
or more additional signature pages.
(h) Execution by All Parties required to be Binding, Electronically
Transmitted Documents. This Agreement shall not be construed to be an
offer and shall have no force and effect until this agreement is fully
executed by all parties hereto. If a copy or counterpart of this
Agreement is originally executed and such copy or counterpart is
thereafter transmitted electronically by facsimile or similar device,
such facsimile document shall for all purposes be treated as if
manually signed by the party whose facsimile signature appears.
Agreed and Accepted this 31st day of July 2003
-------------------- ---------------------
Xxxxx X Xxxx XXXX,Inc
