EXHIBIT 10.5
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
this__________________________day September 2005, by and among PowerHouse
Technologies Group, Inc., a Delaware corporation (the "Company") and Xxx Xxxxxx
(the "Executive").
RECITALS
The Company desires to employ Executive as President and Chief Executive
Officer ("CEO"), and Executive desires to be so employed by the Company on the
terms and subject to the conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants set forth herein
and for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto do hereby mutually agree as follows:
1. Employment Agreement. On the terms and conditions set forth in
this Agreement, the Company agrees to employ the Executive and the Executive
agrees to be employed by the Company for the Employment Period set forth in
Section 2 hereof and in the position and with the duties set forth in Section 3
hereof. Terms used herein with initial capitalization are defined in Section 21
below.
2. Term. The initial term of employment under this Agreement shall
be for a term (the "Initial Term") commencing____________________, 2005. Unless
either party terminates the Executive's employment by way of written notice in
accordance with Section 11 given to the other party at least 30 days prior to
the Expiration Date, the term of employment thereafter shall be extended
indefinitely, unless and until either party provides 30 days written notice to
the other party in accordance with Section 11 that such indefinite term shall
end at the end of such 30 day notice period. The parties' obligations under
Sections 7, 9, 10 and 11 hereof shall survive the expiration or termination of
the Employment Period,
3. Position and Duties. The Executive shall serve as President and
CEO of the Company during the Employment Period. As a CEO of the Company, the
Executive shall render executive, policy and other management services to the
Company of the type customarily performed by persons serving in a similar
capacity. The Executive shall perform such duties as the Chairman of the Board
may from time to time reasonably determine and assign to the Executive provided
that such duties do not constitute a material departure from the services and
responsibilities routinely provided by the Executive. The Executive shall devote
the Executive's reasonable best efforts and substantially full business time to
the performance of the Executive's duties and the advancement of the business
and affairs of the Company during the Employment Period.
4. Place of Performance. In connection with the Executive's
employment by the Company during the Employment Period, the Executive's primary
place of employment and work location shall be the Executive's current place of
employment and work location on the date of the execution of this
Agreement, except for reasonable travel on Company business and as otherwise
consented to by the Executive.
5. Compensation.
(a) Base Salary and Bonus. During the Employment Period, the
Company shall pay to the Executive an annual base salary (the
"Base Salary"), which initially shall be at the rate of
$200,000.00 per year. The Base Salary shall be reviewed no
less frequently than annually and may be increased (and not
decreased, other than in an across-the-board reduction in the
base salaries of all or substantially all of the employees of
Company's services business in the United States) at the
discretion of the Board. If the Executive's Base Salary is
increased, the increased amount shall be the Base Salary for
the remainder of the Employment Period. The Base Salary shall
be payable monthly or in such other installments as shall be
consistent with the Company's payroll procedures in effect
from time to time. In addition to the Base Salary, Executive
shall be eligible for an annual bonus of up to $150,000.00.
Any bonus payment shall be at the discretion of the
Compensation Committee of the Board of Directors, and shall be
based upon factors related to the Executive's performance and
the success of the business, as established by the
Compensation Committee.
(b) Stock Option Grants. During the Employment Period, the Executive
shall be eligible to participate in the Company Stock Option Plan in accordance
with the terms and conditions therein. As of the Effective Time, the Executive
shall be granted initial stock options for 2,700,000 ordinary common shares
of the Company at an exercise price of $.32 per share. Said stock options shall
be subject to the following vesting: i. 25% of such options shall vest within 6
months hereof; ii. The remaining options shall vest monthly over a period of 30
months (subject to accelerated vesting)); iii. Accelerated Vesting shall occur
if Executive is terminated not for Good Cause (as defined below), if Executive
resigns for Good Reason (as defined below), or upon a Change of Control (as
defined in the Stock Option Plan. Executive shall have 60 months from the time
his employment terminates within which to exercise any vested stock options.
(c)Restricted Stock Grants. As of the effective time, the executive
shall receive 300,000 shares of restricted common stock of the company. Said
restrictions shall lift from the shares on January 1, 2007, or upon the
termination of Executive's employment, whichever occurs first, so long as such
termination, is for Good Reason if voluntary, and not for Good Cause, if
involuntary.
(c) Benefits. During the Employment Period, the Executive will be
entitled to all employee benefits and perquisites made available to similarly
situated senior executive employees of the Company.Nothing contained in this
Agreement shall prevent the Company from changing carriers or from
effecting modifications in insurance coverage for the Executive.
(d) Vacation; Holidays. The Executive shall be entitled to all
public holidays observed by the Company and vacation days in accordance with the
applicable vacation policies for senior executives of the Company, which shall
be taken at a reasonable time or times.
(e) Withholding Taxes and Other Deductions. To the extent required
by law, the Company shall withhold from any payments due to the Executive under
this Agreement any applicable federal, state or local taxes and such other
deductions as are prescribed by law or Company policy.
6- Expenses. The Executive is expected and is authorized, subject to
the business expense policies as determined by the Board, to incur reasonable
expenses in the performance of his duties hereunder, including the costs of
entertainment, travel, and similar business expenses incurred in the performance
of his duties. The Company shall promptly reimburse the Executive for all such
expenses in
accordance with Company policy.
7. Confidentiality; Work Product.
(a) Information. The Executive acknowledges that the information,
observations and data obtained by the Executive concerning the business and
affairs of the Company and its Affiliates and their predecessors during the
course of the Executive's performance of services for, or employment with, any
of the foregoing persons (whether or not compensated for such services) are the
property of the Company and its Affiliates, including information concerning
acquisition opportunities in or reasonably related to the business or industry
of the Company or its Affiliates of which the Executive becomes aware during
such period. Therefore, the Executive agrees that he will not at any time
(whether during or after the Employment Period)disclose to any unauthorized
person or, directly or indirectly, use for the Executive's own account, any of
such information, observations, data or any Work Product or Copyrightable Work
(as defined below)without the Board's consent, unless and to the extent that the
aforementioned matters become generally known to and available for use by the
public other than as a direct or indirect result of the Executive's acts or
omissions to act or the acts or omissions to act of other senior or junior
management employees of the Company and its Affiliates. The Executive agrees to
deliver to the Company at the termination of the Executive's employment, or at
any other time the Company may request in writing (whether during or after the
Employment Period), all memoranda, notes, plans, records, reports and other
documents, regardless of the format or media (and copies thereof), relating to
the business of the Company and its Affiliates and their predecessors
(including, without limitation, all acquisition prospects, lists and contact
information) which the Executive may then possess or have under the Executive's
control.
(b) Intellectual Property. The Executive acknowledges that all
inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports, trade secrets, know-how, ideas, computer programs, and all
similar or related information (whether or not patentable) that relate to the
actual or anticipated business, research and development or existing or future
products or services of the Company or its Affiliates that are conceived,
developed, made or reduced to practice by the Executive while employed by the
Company or any of its predecessors ("Work Product") belong to the Company and
the Executive hereby assigns, and agrees to assign, all of the Executive's
rights, title and interest in and to the Work Product to the Company. Any
copyrightable work ("Copyrightable Work") prepared in whole or in part by the
Executive in the course of the Executive's work for any of the foregoing
entities shall be deemed a "work made for hire" under the copyright laws, and
the Company shall own all rights therein. To the extent that it is determined,
by any authority having jurisdiction, that any such Copyrightable Work is not a
"work made for hire, " the Executive hereby assigns and agrees to assign to
Company all the Executive's rights, title and interest, including without
limitation, copyright in and to such Copyrightable Work, The Executive shall
promptly disclose such Work Product and Copyrightable Work to the Board and
perform all actions reasonably requested by the Board (whether during or after
the Employment Period) to establish and confirm the Company's ownership
(including, without limitation, assignments, consents, powers of attorney and
other instruments).
(c) Enforcement. The Executive acknowledges that the restrictions
contained in Section 7(a)hereof are reasonable and necessary, in view of the
nature of the Company's business, in order to protect the legitimate interests
of the Company, and that any violation thereof would result in irreparable
injury to the Company. Therefore, the Executive agrees that in the event of a
breach or threatened breach by the Executive of the provisions of Section 7(a)
hereof, the Company shall be entitled to obtain from any court of competent
jurisdiction, preliminary or permanent injunctive relief restraining the
Executive from disclosing or using any such confidential information. Nothing
herein shall be construed as prohibiting the Company from pursuing any other
remedies available to it for such breach or threatened breach, including,
without limitation, recovery of damages from the Executive.
8. Termination of Employment.
(a) Permitted Terminations. The Executive's employment hereunder may
be terminated during the Employment Period without any breach of this Agreement
only under the following circumstances:
(i) Death. The Executive's employment hereunder shall
terminate upon the Executive's death;
(ii) By the Company. The Company may terminate the Executive's
employment:
(A) if the Executive shall have been unable to perform
all of the Executive's duties hereunder by reason of illness, physical or mental
disability or other similar incapacity, which inability shall continue for more
than three consecutive months ("Disability");
(B) for Cause; or
(iii) By the Executive. The Executive may terminate his
employment with the Company for Good Reason.
(b) Termination. Any termination of the Executive's employment by
the Company or the Executive (other than because of the Executive's death) shall
be communicated by written Notice of Termination to the other party hereto in
accordance with Section 11 hereof. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon, if any, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
Termination of the Executive's employment shall take effect on the Date of
Termination.
9. Compensation Upon Termination.
(a) Death. If the Executive's employment is terminated during the
Employment Period as a result of the Executive's death, (i) the Company shall
pay to the Executive's estate, or as may be directed by the legal
representatives of such estate, the Executive's pro rata Base Salary through the
Date of Termination and all other unpaid amounts, if any, to which the Executive
is entitled as of the Date of Termination in connection with any fringe benefits
or under any bonus or incentive compensation plan or program of the Company
pursuant to Sections 5(b) and (c) hereof, at the time such payments are due, the
Company shall not have any further obligations to the Executive under this
Agreement (other than pursuant to any life insurance policy for the benefit of
the Executive).
(b) Disability. If the Company terminates the Executive's employment
during the Employment Period because of the Executive's Disability, (i) the
Company shall pay the Executive the Executive's pro rata Base Salary through the
Date of Termination and all other unpaid amounts, if any, to which the Executive
is entitled as of the Date of Termination in connection with any fringe benefits
or under any bonus or incentive compensation plan or program of the Company
pursuant to Sections 5(b) and (c) hereof, at the time such payments are due, and
(ii) the Company shall not have any further obligations to the Executive under
this Agreement (other than with respect to any disability policy maintained for
the benefit of the Executive),
(c) By the Company for Cause. If the Company terminates the
Executive's employment during the Employment Period for Cause or if the
Executive voluntarily terminates the Executive's employment during the
Employment Period without Good Reason, (i) the Company shall pay the Executive
the Executive's pro rata portion of the Executive's Base Salary through the Date
of Termination and all other unpaid amounts, if any, to which Executive is
entitled as of the Date of Termination in connection with any fringe benefits or
under any bonus or incentive compensation plan or program of the Company
pursuant to Sections 5(b) and (c) hereof, at the time such payments are due,
(ii) the Executive shall fully and immediately forfeit the Executive's rights
with respect to any and all outstanding stock options granted to the Executive
under the Company Scheme and which have not yet become vested and (iii) the
Company shall not have any further obligations to the Executive under this
Agreement.
(d) By the Company without Cause; By the Executive for Good Reason.
If the Company terminates the Executive's employment other than for Cause,
disability or death, or
the Executive terminates his employment for Good Reason, (i) the Company shall
pay the Executive the Executive's pro rata portion of Base Salary through the
Date of Termination and all other accrued but unpaid amounts, if any, to which
the Executive is entitled as of the Date of Termination in connection with any
fringe benefits or under any bonus or incentive compensation plan or program of
the Company, at the time such payments are due, (ii) the Initial Options,
deferred and incentive compensation or bonus amounts awarded by the Company and
other contingent or deferred compensation awards or grants made by the Company,
or otherwise made in connection with the Executive's employment hereunder, shall
be fully vested and non-forfeitable as of the Date of Termination, except to the
extent inconsistent with the terms of the Company Option Scheme in which event
the Company shall pay in cash to the Executive an amount equivalent to the fair
market in-the-money value of such Initial Options as calculated as of the Date
of Termination, (iii) the Company shall, subject to Sections 9(e) and 9(f)
hereof, pay the Executive an amount equal to 12 months of the Executive's Base
Salary, payable in equal monthly installments on the Company's regular salary
payment dates for such number of months specified above, (iv) the benefits
provided to or on behalf of the Executive pursuant to Section 5(e) of this
Agreement (including but not limited to medical, health, life, accident,
disability and other welfare benefits) shall he continued to be provided to or
on behalf of the Executive for a 12 month period commencing on the Date of
Termination, unless and until the Executive receives any such or similar
benefits while employed in any capacity by another employer during such 12 month
period, and (v) the Company shall not have any further obligations to the
Executive under this Agreement (except as otherwise set forth in this
Agreement). For purposes of clarity, it is understood and agreed between the
parties that no further accrual of pension or 401(k) benefits shall be provided
to the Executive (other than earnings on existing accounts and balances) after
the Date of Termination.
(e) Parachute Limitations. Notwithstanding any other provision of
this Agreement or of any other agreement, contract or understanding heretofore
or hereafter entered into by the Executive with the Company or any Affiliate,
except an agreement, contract or understanding hereafter entered into that
expressly modifies or excludes application of this Section 9(e) (the "Other
Agreements"), and notwithstanding any formal or informal plan or other
arrangement heretofore or hereafter adopted by the Company (or any Affiliate)
for the direct or indirect compensation of the Executive (including groups or
classes of participants or beneficiaries of which the Executive is a member),
whether or not such compensation is deferred, is in cash, or is in the form of a
benefit to or for the Executive (a "Benefit Plan"), if the Executive is a
"disqualified individual" (as defined in Section 280G(c) of the Code), the
Executive shall not have any right to receive any payment or benefit under this
Agreement, any Other Agreement or any Benefit Plan (i) to the extent that such
payment or benefit, taking into account all other rights, payments or benefits
to or for the Executive under this Agreement, all Other Agreements and all
Benefit Plans, would cause any payment or benefit to the Executive under this
Agreement, any Other Agreement or any Benefit Plan to be considered a "parachute
payment" within the meaning of Section 280G(b)(2) of the Code as then in effect
(a "Parachute Payment") and (ii) if, as a result of receiving a Parachute
Payment, the aggregate after-tax amount received by the Executive under this
Agreement, all Other Agreements and all Benefit Plans would be less than the
maximum after-tax amount that could be received by the Executive without causing
any such payment or benefit to be considered a Parachute Payment. In the event
that the receipt of any such payment or benefit under this Agreement, any Other
Agreement or any Benefit Plan would cause the Executive to be considered to have
received a Parachute Payment that would have the adverse after-tax effect
described in clause (ii) of the preceding sentence, then the Executive shall
have the right, in the Executive's sole discretion, to designate those rights,
payments or benefits under this Agreement, any Other Agreement and any Benefit
Plan that should be reduced or eliminated so as to avoid having the payment or
benefit to the Executive under this Agreement be deemed to be a Parachute
Payment.
(f) Liquidated Damages. The parties acknowledge and agree that
damages suffered by the Executive as a result of termination by the Company
without Cause shall be extremely difficult or impossible to establish or prove,
and agree that the Severance Payments shall constitute liquidated damages for
any breach of this Agreement by the Company through the Date of Termination. The
Executive agrees that, except for such other payments and benefits to which the
Executive may be entitled as expressly provided by the terms of this Agreement
or any applicable Benefit Plan, such liquidated damages shall be in lieu of all
other claims that the Executive may make by reason of termination of his
employment or any such breach of this Agreement and that, as a condition to
receiving the Severance Payments, the Executive will execute a release of claims
in a form reasonably satisfactory to the Company.
10.Non-competition and Non-solicitation.
(a) Non-competition. The Executive acknowledges that in the course
of his employment with the Company and its Affiliates and their predecessors, he
has and will continue to become familiar with the trade secrets of, and other
confidential information concerning, the Company and its Affiliates, that the
Executive's services will be of special, unique and extraordinary value to the
Company and its Affiliates and that the Company's ability to accomplish its
purposes and to successfully pursue its business plan and compete in the
marketplace depend substantially on the skills and expertise of the Executive.
Therefore, and in further consideration of the compensation being paid to the
Executive hereunder, the Executive agrees that, during the Employment Period and
for a period of 12 months following the Executive's termination of employment
with the Company for any reason, he shall not directly or indirectly own,
manage, control, participate in, consult with, render services for, or in any
manner engage in any business competing with the businesses of the Company
(including, without limitation, international network and interactive
integration services, e-business strategy, and interactive marketing and
branding), its Affiliates, or any business in which the Company or its
Affiliates has commenced negotiations or has requested and received information
relating to the acquisition of such business within 18 months prior to the
termination of the Executive's employment with the Company, in any country where
the Company, its Affiliates, or other aforementioned business conducts business.
(b) Non-solicitation. During the Employment Period and for a period
of 18 months following the Executive's termination of employment with the
Company for any reason, the Executive shall not directly or indirectly through
another entity (i) induce or attempt to induce any employee of the Company or
any Affiliate to leave the employ of the Company or such Affiliate, or in any
way willfully interfere with the relationship between the Company or any
Affiliate and any employee thereof, (ii) induce or attempt to induce any
customer, supplier, licensee or other business relation of the Company or any
Affiliate to cease doing business with the Company or such Affiliate, or in any
way interfere with the relationship between any such customer, supplier,
licensee or business relation and the Company or any Affiliate or (iii) initiate
or engage in any discussions regarding an acquisition of, or the Executive's
employment (whether as an employee, an independent contractor or otherwise) by,
any businesses in which the Company or any of its Affiliates has entertained
discussions or has requested and received information relating to the
acquisition of such business by the Company or its Affiliates upon or within the
18-month period prior to the Date of Termination.
(c)Enforcement. If, at the time of enforcement of this Section 10, a
court holds that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the maximum duration,
scope or geographical area reasonable under such circumstances shall be
substituted for the stated period, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
duration, scope and area permitted by law. Because the Executive's services are
unique and because the Executive has access to confidential information, the
parties hereto agree that money damages would be an inadequate remedy for any
breach of any provision of this Agreement. Therefore, in the event of a breach
or threatened breach by the Executive of any provision of this Agreement, the
Company may, in addition to other rights and remedies existing in its favor,
apply to any court of competent jurisdiction for specific performance and/or
injunctive or other relief in order to enforce, or prevent any violations of,
the provisions hereof (without posting a bond or other security).
11.Notices. All notices, demands, requests or other communications
required or permitted to be
given or made hereunder shall be in writing and shall be delivered, telecopied
or mailed by first class registered or certified mail, postage prepaid, to the
Company: at its principal office location; and to the Executive: at his address
as listed on the Company's then current payroll; or to such other address as may
be designated by either party in a notice to the other. Each notice, demand,
request or other communication that shall be given or made in the manner
described above shall be deemed sufficiently given or made for all purposes
three days after it is deposited in the U.S. mail, postage prepaid, or at such
time as it is delivered to the addressee (with the return receipt, the delivery
receipt, the answer back or the affidavit of messenger being deemed conclusive
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation.
12. Severability. The invalidity or unenforceability of any one or
more provisions of this Agreement shall not affect the validity or
enforceability of the other provisions of this Agreement, which shall remain in
full force and effect.
13. Survival. It is the express intention and agreement of the
parties hereto that the provisions of Sections 7, 9 10 and 11 hereof shall
survive the termination of employment of the Executive. In addition,
all obligations of the Company to make payments hereunder shall survive any
termination of this Agreement on the terms and conditions set forth herein.
14. Assignment. The rights and obligations of the parties to this
Agreement shall not be assignable or delegable, except that (i) in the event of
the Executive's death, the personal representative or legatees or distributees
of the Executive's estate, as the case may be, shall have the right to receive
any amount owing and unpaid to the Executive hereunder and (ii) the rights and
obligations of the Company hereunder shall be assignable and delegable in
connection with any subsequent merger, consolidation, sale of all or
substantially all of the assets of the Company or similar reorganization of a
successor corporation.
15. Binding Effect. Subject to any provisions hereof restricting
assignment, this Agreement shall be binding upon the parties hereto and shall
inure to the benefit of the parties and their respective heirs, devisees,
executors, administrators, legal representatives, successors and assigns.
16. Amendment Waiver. This Agreement shall not be amended, altered
or modified except by an instrument in writing duly executed by the parties
hereto. Neither the waiver by either of the parties hereto of a breach of or a
default under any of the provisions of this Agreement, nor the failure of either
of the parties, on one or more occasions, to enforce any of the provisions of
this Agreement or to exercise any right or privilege hereunder, shall thereafter
be construed as a waiver of any subsequent breach or default of a similar
nature, or as a waiver of any such provisions, rights or privileges hereunder.
17. Headings. Section and subsection headings contained in this
Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement for any purpose, and shall not in any way define or
affect the meaning, construction or scope of any of the provisions hereof.
18. Governing Law. This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of California (but not
including the choice of law rules thereof).
19. Entire Agreement. This Agreement constitutes the entire
agreement between the parties respecting the employment of the Executive there
being no representations, warranties or commitments except as set forth herein.
20. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be an original and all of which shall be deemed to
constitute one and the same instrument.
21. Definitions.
"Affiliates" means any entity, as may from time to time be
designated by the Board, that is a subsidiary corporation of the Company, and
each other entity directly or indirectly controlling or controlled by or under
common control with the Company. For purposes of this definition, "control"
means the power to direct the management and policies of such entity, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meaning correlative to the foregoing.
"Board" means the board of directors of Company or its delegate.
"Cause" means (i) the Executive's commission of a felony or crime
involving moral turpitude or the commission of any other act or omission
involving dishonesty or fraud with respect to the Company or any of its
Affiliates or any of their customers or suppliers, (ii) the Executive's conduct
which brings the Company or any Affiliate into substantial public disgrace or
disrepute, (iii) the Executive's substantial and repeated failure to perform
duties of the office held by the Executive as reasonably directed by the Board,
and such failure is not cured within 30 days after the Executive receives
written notice thereof from the Board, (iv) gross negligence or willful
misconduct with respect to the Company or any of its Affiliates, or (v) the
Executive's substantial failure to achieve annual performance goals as
determined by the Board and agreed to by the Executive; or (vi) the Executive's
breach of Section 8 or 10 of this Agreement.
"Company" means PowerHouse Technologies Group, Inc. and its
successors and assigns.
"Date of Termination" means (i) if the Executive's employment is
terminated by the Executive's death, the date of the Executive's death; (ii) if
the Executive's employment is terminated because of the Executive's Disability,
30 days after Notice of Termination, provided that the Executive shall not have
returned to the performance of the Executive's duties on a full-time basis
during such 30-day period; (iii) if the Executive's employment is terminated by
the Company for Cause, the date specified in the Notice of Termination; or (iv)
if the Executive's employment is terminated during the Employment Period for any
other reason, the date on which Notice of Termination is given.
"Severance Payments" means the payments and benefits that the
Executive receives from the Company after termination of employment pursuant to
Section 9 of this Agreement.
"Good Reason" means, in the absence of a written consent of the
Executive: (i) any failure by the Company to comply with any of the provisions
of Section 5 of this Agreement, other than an isolated, insubstantial or
inadvertent failure not occurring in bad faith and which is remedied by the
Company within 10 days after receipt of notice thereof given by the Executive;
or (ii) within the Employment Period the Company's requiring the Executive,
without Executive's consent, to be based at any office or location more than 50
miles from that identified in Section 4 hereof.
IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement, or have caused this Agreement to be duly executed on their behalf, as
of the day and year first hereinabove written.
PowerHouse Technologies Executive
Group,Inc.
___________________________ ____________________________
Director Xxx Xxxxxx
