EXHIBIT 10.17
EMPLOYEE SECURED LOAN AGREEMENT
AND PROMISSORY NOTE
This Employee Secured Loan Agreement and Promissory Note (the
"Agreement") is made this 1st day of November 2000 by and between NETGURU, INC.
("NGI") and XXXXXXX XXXX ("Employee").
WHEREAS, Employee is the Senior Vice President of European Operations
and has been granted stock options by NGI, of which certain shares subject to
the stock options are vested and currently exercisable ("Vested Shares Subject
to Options"):
WHEREAS, Employee has requested permission from NGI to exercise and
sell the Vested Shares Subject to Options, which NGI cannot provide at this
time;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, NGI and Employee agree as follows:
1. LOAN. Within five (5) days of the date first set forth above,
NGI shall loan to Employee the sum of US$85,000.00, without
interest, and payable upon demand by NGI, to be secured by
Employee's pledge of the proceeds from the exercise and sale
of the Vested Shares Subject to Options, to be consummated
when NGI notifies Employee that he may proceed with the sale
and exercise of the Vested Shares Subject to Options. NGI
covenants not to demand payment hereunder until Employee is
permitted to exercise and sell the Vested Shares Subject to
Options.
2. PROMISSORY NOTE. For value received, Employee unconditionally
promises to pay to NGI, upon demand, the principal sum of
US$85,000.00, without set-off, deduction or counterclaim and
hereby pledges his Vested Shares Subject to Options as
security therefor.
3. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of California, USA.
IN WITNESS WHEROF, NGI and Employee have executed this Agreement as of
the date first set forth above.
EMPLOYEE: XXXXXXX XXXX NETGURU, Inc.
/s/ Xxxxxxx Xxxx By: /s/ Xxxxx Xxx
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Xxxxx Xxx,
Chairman and Chief Executive Officer
