EXECUTIVE CONTRACT AGREEMENT
AGREEMENT made as of the 1st day of April, 2004 by and between Blue Ribbon
Group, a North Carolina Corporation (hereinafter referred to as BRG), and New
York Cross Harbor Railroad Terminal Corporation, New York Regional Railroad, OSK
Capital 1, JS Transport and CH Proprietary, a New York Corporation, Delaware
Corporation, and New Jersey Corporation respectively having their principal
place of businesses located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (hereinafter
referred to collectively as "the Company").
WHEREAS the parties hereto have negotiated a mutually satisfactory arrangement
for the contract services of BRG to provide executive management for the
Company.
Now therefore, in consideration of the mutual covenants hereinafter set forth,
the parties hereto agree as follows:
1. Services and Duties. The Company hereby assigns ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of
BRG to be the CEO of New York Regional Rail Corporation, New York Cross
Harbor Railroad, JS Transport, and CH Proprietary and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
hereby accepts such assignment upon the terms and conditions
hereinafter set forth. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall devote himself diligently
to the promotion of the Company's interests. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall
provide, but not limited to, the usual services provided as the CEO and
those duties reasonably requested of him by the Board of Directors.
2. Term. The term of this Agreement shall be one (1) year commencing on
the date first above written. The Company hereto may terminate this
Agreement at any time "for cause" or a disability whereby BRG is unable
to perform the duties set forth in this Agreement for a period of three
consecutive months The Agreement shall automatically renew for a period
of one (1) year unless either party gives the other written notice 60
days prior to the end date of the contract that the party wishes to
terminate the renewal.
3. Compensation.
A. Regular Compensation
As compensation for the services rendered by BRG, the Company
will pay to BRG one million (1,000,000) warrants of NYRR. Each
warrant shall be exercisable at $0.0001 into one share of NYRR
common stock for a period ending March 31, 2005. The Company
agrees to allow use of Corporate facilities as necessary for
providing the services described in this Agreement.
B. Bonus Compensation
BRG shall also be entitled to the following Bonus Compensation
pursuant to the achievement of the following terms:
If the Company reports in its SEC filings, net income from
operations in excess of $200,000 for the period of April 1,
2004 to March 31, 2005, BRG will receive $5,000 for the first
$200,000 in net income from operations and $5,000 for each
$100,000 of net income from operations in excess of $200,000.
At the discretion of BRG this Bonus may be taken in shares of
NYRR with said shares valued at a rate of $0.1265 each, which
was 110% of the closing price of the Company's common stock on
March 31, 2004.
Said Monetary Bonus Compensation will be paid by May 15 of
each complete year.
C. Vacation Time.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be entitled to four (4) weeks paid
vacation per year while this Agreement is in effect.
4. Expenses. During the term of this Agreement the Company shall pay,
or reimburse ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for, the reasonable and necessary expenses
incurred in connection with this agreement, and such other expenses as
the Board of Directors shall specifically approve. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall
be compensated for business use of his vehicle at the rate of thirty
($0.30) cents per mile.
5. Termination For Cause. At any time during the Term, the Company may
terminate this agreement and the assignment of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as CEO
and President hereunder for Cause (as defined herein), effective
immediately upon notice to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
For purposes of this Agreement, Cause shall mean that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇:
(1) breaches, neglects or fails to diligently perform to the reasonable
satisfaction of the Company any or all of this duties under this
Agreement, (2) commits an act of dishonesty or breach of trust, or acts
in a manner which is inimical or injurious to the business or interest
of the Company, (3) violates or breaches any of the provisions of the
Agreement, (4) act or omission to act results in or is intended to
result directly in gain to or personal enrichment at the Company's
expense., (5) is indicted for or convicted of a felony or any crime
involving larceny, embezzlement or moral turpitude, (6) becomes
insolvent, makes an assignment for the benefit of creditors, files or
has tiled against him a petition for relief or other proceeding under
federal bankruptcy law or state insolvency law or is assessed, or
administered in any type of creditor's proceedings.
On termination of this Agreement, all rights to compensation and
benefits of BRG shall cease as of the Date of Termination, except BRO
shall be entitled to any unpaid portion compensation earned to the Date
of Termination.
6. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns.
7. Notice. Any notice required to be given by this Agreement shall be
delivered in hand to the person to whom such notice is addressed or
mailed to such person by certified mail to the following appropriate
address:
To the Company: ▇▇▇▇▇▇ ▇▇▇▇
Chairman of the Board
▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇
To BRG: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Blue Ribbon Group
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
8. Governing Law. This Agreement shall be governed, construed and
enforced according to the laws of the State of New York and no other.
All actions, whether sounding in contract or in tort, shall be
instituted and litigated in the State of New York and the parties
hereto submit to the jurisdiction of the courts of the State of New
York, specifically the United States District Court of New York and/or
Superior Court of New York.
9. Nondisclosure. At all times during and after the Term, BRG shall
keep confidential and shall not, except with the Company's express
prior written consent, or except in the proper course of his employment
with the Company, directly or indirectly, communicate, disclose,
divulge, publish, or otherwise express, to any Person, or use for his
own benefit or the benefit of any Person, any trade secrets,
confidential or proprietary knowledge or information, no matter when or
how acquired, concerning the conduct and details of the Company's
business, including without limitation; names of customers and
suppliers, marketing methods, trade secrets, policies, prospects and
financial condition. For purposes of this Section, confidential
information shall not include any information which is now known by or
readily available to the general public or which becomes known by or
readily available to the general public other than as a result of any
improper act or omission of BRG.
10. Entire Agreement. It is specifically stipulated that there arc no
verbal agreements or understandings between the parties hereto
affecting this Agreement, and that this Agreement constitutes the sole
agreement between the parties. All prior contract agreements between
BRG and the Company (and/or any of its affiliates) are hereby
terminated as of the date hereof as fully performed on both sides.
In Witness Whereof the parties have caused this Agreement to be
executed, sealed and delivered, in the case of the Company by its
officer thereunto duly authorized, as of the date first above written.
The Company
By:
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Ribbon Group, Inc.
By:
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