EMPLOYMENT AGREEMENT
An agreement is made February 19, 1999, between the company, World
InterNetWorks, a corporation organized and existing under the laws of the
state of Nevada, and Xxxxxx Xxxx Xxxxxx, of Sandy, Utah.
It is agreed as follows:
1. The company will employ Xx. Xxxxxx as the president of the company.
He will act as the president of the company for the term of three years from
the date of the signing of this contract, and thereafter until this agreement
shall be determined by either party giving to the other three months' notice
in writing of such intended determination.
2. During the continuance of this agreement the president shall devote
sufficient of his time during the business hours of the company to the
business of the company and shall use his best endeavors to promote the
interests and welfare of the company. The president shall not either before
or after the termination of this agreement disclose to any person whatever any
information relating to the company or its customers or any trade secrets of
which he shall become possessed while acting as president.
3. The president shall exercise and carry out all such powers and duties
necessary to control the general management of the business of the company and
shall have power to appoint and dismiss all personnel as needed and to
establish a new management team, as well as a new board of directors, with Xx.
Xxxxxx appointed as chairman of the board, and to enter into any which he may
consider necessary or conducive to the interests of the company.
4. The president shall be entitled by way of remuneration for his
services to a salary of $8,000.00 per month, to be paid monthly. The company
shall provide a full benefits package, to include medical and dental insurance
for the president and his dependents. The company shall transfer 800,000
shares of restricted stock to Xx. Xxxxxx within ten days of the signing of
this contract. All shares and similar plans of the company for the benefit of
its executives.
5. Xx. Xxxxxx, in his role as president, shall be entitled to
reimbursement of all reasonable expenses incurred in connection with the
business of the company, and to participate in all pension, profit-sharing and
similar plans of the company for the benefit of its executives.
6. The company shall represent and indemnify the president in any action
arising out of the discharge of his duties. It shall hold Xx. Xxxxxx harmless
for any legal action, creditor claims, class action suits, share holder suits,
or any other cause of action arising in whole or in part on any matter
involving the company or its officers occurring prior to the execution of this
agreement.
7. The company has employed the president to recognize the company,
resume operations, and negotiate its obligations. Xx. Xxxxxx, as president,
is retained as a "turn-around specialist." The board of directors recognizes
the president's best efforts may be unsuccessful. It agrees to hold Xx.
Xxxxxx harmless from any action resulting in the closure of the business.
8. All amendments to this Agreement shall be in writing and signed by
both parties. The original written Agreement, and any written and signed
modifications, shall control in any dispute between the parties. Oral
Modifications are not permitted.
9. The waiver by either party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach of the same, or any other provision of this agreement.
10. Whenever possible, each provision of this Agreement will be
interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal, or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not effect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed, and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
11. This Agreement shall be governed by and construed in accordance with
the laws of the State of Utah without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of Utah or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Utah.
12. The Agreement, and those documents expressly referred to herein and
other documents of even date signed by the parties, constitute the complete
agreement and understanding among the parties and supercede any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
13. Any dispute arising between the parties regarding this Agreement,
which the parties are not able to resolve by mutual consent, shall be
submitted to binding arbitration conducted in accordance with the rules of the
American Arbitration Association. Each party shall bear its own costs.
INTENDING TO BE LEGALLY BOUND, the parties -hereto have executed this
Agreement as of the date first written above.
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx
CEO, World Internet Works, Inc.
Chairman of the Board
Original agreement forwarded to Fax copy to R. Xxxxxxx Xxxxxxxx
Xx. Xxxxxx at 0000 Xxxx Xxxxxx Xxxxxxxx xx Xxx
Xxxxx Xxxxxx, Xxxxx, XX 00000 801-576-9551
