EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT
(this
"Agreement"),
dated
effective as of February 26, 2008 (the "Effective
Date"),
by
and between Universal
Bioenergy Inc.,
a
corporation organized and existing under the laws of the Nevada whose principal
office is located at 000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000 (the "Company"),
and
Dr. Xxxxxxx Xxxxxx, an individual residing at _______________________ (the
"Executive").
WITNESSETH:
WHEREAS,
the
Company wishes to employ the Executive upon the terms and subject to the
conditions set forth herein, and the Executive desires to enter into this
Agreement and accept such employment, upon such terms and
conditions;
NOW,
THEREFORE,
in
consideration of the mutual covenants and promises contained herein, the parties
hereto, each intending to be legally bound hereby, agree as
follows:
1. Employment.
The
Executive shall serve as the Company's Chief Executive Officer. The Executive
shall perform the usual and customary functions of a chief executive officer
and
in such capacity shall render such services as are usual and customary with
and
incident to such position, and other duties as the Board of Directors of the
Company (the "Board")
may
from time to time direct provided, however, that such services are not
materially inconsistent with the duties described above.
2. Performance.
During
the Employment Term, the Executive shall perform and discharge the duties that
may be assigned to him by the Board of Directors of the Company from time to
time in accordance with this Agreement, and the Executive shall devote his
best
talents, efforts and abilities to the performance of his duties hereunder.
The
Company will not preclude the Executive from exercising reasonable execution
and
devotion of time to the Executive's personal and family investments as long
as
those efforts do not unduly affect the performance of the Executive's duties
to
the Company or said investment activities are not in direct competition with
the
Company's field of interest as defined under Section 7(b) or otherwise in breach
of this Agreement.
3. Employment
Term.
Unless
earlier terminated pursuant to Section 5, the employment term shall begin
on February 26, 2008 (the "Effective
Date"),
and
shall continue for a period of one (1) year from such date (the "Initial
Term");
provided that such term shall be automatically extended for additional periods
of one (1) year commencing on February 27, 2008 and each February 27, thereafter
(such period the "Additional
Term")
unless
either party shall have given notice to the other party that such party does
not
desire to extend the term of this Agreement. Any such notice must comply with
Section 10 and be given at least forty five (45) days prior to the end of the
Initial Term or the Additional Terms, as applicable (the Initial Term and the
Additional Term or Terms, if applicable, shall be known collectively as the
"Employment
Term").
Notwithstanding anything in this Agreement to the contrary, the Employment
Term
shall end on the Termination Date as defined in Section 5(g).
4. Compensation.
As
compensation for services hereunder and in consideration of the Executive’s
other agreements hereunder, during the Employment Term, the Company shall pay
the Executive:
(a) Base
Salary.
A base
salary, payable in accordance with the customary payroll practices of the
Company, subject to withholding and other applicable taxes, at an annual rate
of
Sixty Thousand Dollars ($60,000) (the "Base
Salary").
(b) Signing
Bonus.
A
signing bonus of Restricted Stock equal to One Hundred Thousand Dollars
($100,000) to be calculated on the valuation of the Company’s common shares on
the Effective Date. Notwithstanding anything contained herein to the contrary,
the Restricted Stock granted herein shall be Restricted and vest on, and be
delivered to you promptly following, February 27, 2009 (the "Vesting
Date");
provided that you have remained continuously employed by the Company until
the
Vesting Date. In the event the Agreement is terminated prior to the Vesting
Date
however, the Company shall grant the Executive a portion of the Restricted
Stock
to be calculated on a pro-rated basis.
For
purposes of this Agreement, Restricted Stock shall mean, that the shares of
the
Company, and the Executive’s interest therein, may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, except by will
or
the laws of descent and distribution, prior to the lapse of the applicable
two
(2) year restrictions as set forth in the legend affixed to the Restricted
Stock
certificates.
(c) Performance
Bonus. Executive
will be eligible to receive an annual performance bonus (the "Performance
Bonus"),
for
every One Million Dollars ($1,000,000) of the Company’s profit before taxes (the
"Profit")
equal
to: (i) One Percent (1%) of the Profit in cash; and (ii) Four Percent (4%)
of
the Profit in Restricted Stock. The
Company agrees to pay Consultant any Performance Bonus within thirty (30) days
of the end of the Company’s fiscal quarter in which such Performance Bonus was
earned.
(d) Transaction
Fee.
For
each successfully completed Transaction, the Company shall pay Executive a
"Transaction
Fee"
equal
to One Percent (1%) of the "Transaction
Value"
payable
to the Executive as ten percent (10%) in cash within thirty (30) days of the
close of the Transaction and 90% as Restricted Stock. For the purpose of
calculating a Transaction Fee, "Transaction Value" shall equal the total
proceeds and other consideration paid or received and to be paid or received
(which shall be deemed to include amounts paid or to be paid into
escrow),
and
in the
case
of a partnership, joint venture or recapitalization or similar Transaction,
contributed or to be contributed,
in
connection with a Transaction, including, without limitation: (i) cash; (ii)
notes, securities and other property valued at the fair market value thereof;
(iii) liabilities, including all debt, pension liabilities and guarantees,
directly or indirectly, assumed, refinanced or extinguished; (iv) payments
to be
made in installments; (v) amounts paid or payable under consulting agreements,
agreements not to compete or similar arrangements (including such payments
to
management); (vi) the total value of any contingent payments (whether or not
related to future earnings or operations); (vii) in the event that the
Transaction involves the disposition of assets, the value of net current assets
not sold; and (viii) if the Transaction takes the form of a recapitalization,
restructuring or similar transaction, the fair market value of equity securities
of the acquired company retained by the acquired company’s security holders upon
consummation of such Transaction (such securities and all other securities
received by such security holders being deemed to have been paid to such
security holders in such Transaction).
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For
purposes of this agreement, "Transaction"
means,
whether in one or a series of transactions, an investment in the Company by
a
third party or the sale, transfer or other disposition, directly or indirectly,
of all or a significant portion of the business, assets or securities of the
Company, whether by way of a merger or an acquisition, as a direct result of
the
Executive’s efforts on behalf of the Company.
(e) Non-Cash
Consideration.
For
purposes of computing any fees payable to Executive hereunder, non-cash
consideration shall be valued as follows: (i) publicly traded securities shall
be valued at the average of their closing prices (as reported in the Wall Street
Journal) for the five trading days prior to the closing of the Transaction
and
(ii) any other non-cash consideration shall be valued at the fair market value
thereof as determined in good faith by the Company.
(f) Termination.
The
employment hereunder of the Executive may be terminated prior to the expiration
of the Employment Term in the manner described in this Section 5.
(g) Termination
by the Company for Good Cause.
The
Company shall have the right to terminate the employment of the Executive for
Good Cause (as such term is defined in Section 5(h)(ii)) by written notice
to
the Executive specifying the particulars of the circumstances forming the basis
for such Good Cause.
(h) Termination
upon Death.
The
employment of the Executive hereunder shall terminate immediately upon his
death.
(i) The
Company's Options upon Disability.
If the
Executive becomes physically or mentally disabled during the Term so that
he is
unable
to perform the services required of him pursuant to this Agreement for a period
of 180 successive days or a cumulative 180 days in any twelve-month period
(the
"Disability
Period"),
the
Company shall have the option, in its discretion, by giving written notice
thereof, either to (A) terminate the Executive's employment hereunder pursuant
to Section 5(a); or (B) continue the employment of the Executive hereunder
upon
all the terms and conditions set forth herein. During the Disability Period
the
Executive shall continue to receive the compensation and other benefits provided
herein net of any payments received under any disability policy or program
of
which the Executive is a beneficiary or recipient.
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(j) Voluntary
Resignation by the Executive.
The
Executive shall have the right to voluntarily resign his employment hereunder
for other than Good Reason (as such term is defined in Section 5(h)(iv)) by
written notice to the Company.
(k) Termination
by the Company Without Good Cause.
The
Company shall have the right to terminate the Executive's employment hereunder
without Good Cause by written notice to the Executive, but the obligations
placed upon the Company in Section 6 will apply.
(l) Resignation
by the Executive for Good Reason.
The
Executive shall have the right to terminate his employment for Good Reason
by
written notice to the Company specifying the particulars of the circumstances
forming the basis for such Good Reason.
(m) Termination
Date.
The
"Termination Date" is the date as of which the Executive's employment with
the
Company terminates in accordance with this Agreement. Any notice of termination
given pursuant to the provisions of this Agreement shall specify the Termination
Date.
(n) Professional
Recognition.
Company
agrees to include Executive as a co-author on any professional articles
(peer-reviewed or not), manuscripts, or similar and grants privileges for
editing contributions. Also the Company will include Executive as a co-inventor
on any patent and/or intellectual property associated with the Company provided,
however that Executive shall not entitled to any additional compensation rights
of any kind associated with a co-inventor status or otherwise.
(o) Certain
Definitions.
For
purposes of this Agreement, the following terms shall have the following
meanings:
(i) "Person"
means any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated organization, joint venture, court or government
(or political subdivision or agency thereof).
(ii) "Good
Cause" shall exist if the Executive: (i) willfully or repeatedly fails in any
material respect to satisfactorily perform his duties and obligations under
this
Agreement, including without limitation the failure to comply substantially
with
the reasonable instructions of the Board of Directors, which failure is not
cured within (fifteen (15) business days after written notice of such failure
is
delivered by the Company; (ii) has been convicted of a crime or has entered
a
plea of guilty or nolo contender with respect thereto; (iii) has committed
any
act in connection with his employment with the Company which involves fraud,
gross negligence, misappropriation of funds, dishonesty, disloyalty, breach
of
fiduciary duty or other misconduct injurious to the Company or any other member
of the Company Group; (iv) has engaged in any conduct which in the reasonable
determination of the Board is likely to adversely affect in any material respect
the reputation or public image of the Company or any other member of the Company
Group; or (v) breaches in any material respect this Agreement which breach
is
not cured within fifteen (15) business days after written notice of such failure
is delivered by the Company; provided, however, that during any twelve (12)
month period, the Company shall only be required to give notice three (3) times
in the aggregate for any breaches of clauses (i) or (v) above.
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(iii) "Company
Group" shall mean the Company and any parent companies and subsidiaries and
other entities under common control.
(iv) "Good
Reason" means the occurrence of any of the following events:
(A) the
assignment to the Executive of any duties inconsistent in any material respect
with the Executive's then position (including status, offices, titles and
reporting relationships), authority, duties or responsibilities, or any other
action or actions by the Company which when taken as a whole results in a
significant diminution in the Executive's position, authority, duties or
responsibilities, excluding for this purpose any isolated, immaterial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive; or
(B) a
material breach by the Company of one or more provisions of this Agreement,
provided that such Good Reason shall not exist unless the Executive shall first
have provided the Company with written notice specifying in reasonable detail
the factors constituting such material breach and such material breach shall
not
have been cured by the Company within thirty (30) days after such notice or
such
longer period as may reasonably be necessary to accomplish the cure but in
any
event no longer than ninety (90) days;
5. Obligations
of Company on Termination.
Notwithstanding anything in this Agreement to the contrary, the Company's
obligations on termination of the Executive's employment shall be as described
in this Section 6.
(a) Obligations
of the Company in the Case of Termination Without Good Cause or Resignation
by
the Executive for Good Reason.
In the
event that prior to the expiration of the Employment Term, the Company
terminates the Executive's employment, pursuant to Section 5(e), without Good
Cause, or the Executive resigns, pursuant to Section 5(f), for Good Reason,
the
Company shall provide the Executive with the following:
(i) Amount
of Severance Payment.
Except
as provided in Section 6(b) below, within thirty (30) days following the
Termination Date, the Company shall pay the Executive on a monthly basis (as
if
still employed by Company but off the payroll) a
single
lump sum cash payment (the "Severance
Payment")
equal
to the sum of the following:
(A) the
equivalent of six (6) months Base Salary in the event the Termination Date
is
after the first anniversary of the Effective Date (the "First
Anniversary")
to
increase by an amount equal to three months Base Salary for each year the
Executive is employed by the Company after the First Anniversary, up to an
amount not to exceed two (2) years Base Salary; and
5
(B) any
Base
Salary, vacation and unreimbursed expenses accrued but unpaid as of the
Termination Date and any Performance Bonus applicable to the present fiscal
quarter and/or Transaction Fees to which Transaction the Executive has made
recognized contribution in facilitating provided any such Transaction is closed
no later than ninety (90) days after the Termination Date.
(b) Obligations
of the Company in case of Termination for Death, Disability, Voluntary
Resignation or Good Cause.
Upon
termination of the Executive's employment upon death (pursuant to Section 5(b)),
or for Good Cause (pursuant to Section 5(a)), the Company’s obligations to the
Executive shall be limited to the payment of any Base Salary, Performance Bonus
for present fiscal quarter, Transaction Fees for pending transactions to which
the Executive made recognized contribution in facilitating provided any such
Transaction is closed no later than sixty (60) days after the Termination Date
and unreimbursed expenses accrued but unpaid as of the date of such
termination.
6. Covenants
of the Executive
(a) During
the Employment Term and for a period of two (2) years thereafter the Executive
shall not, directly or indirectly, employ, solicit for employment or otherwise
contract for the services of any employee of the Company or any of its
affiliates at the time of this Agreement or who shall subsequently become an
employee of the Company or any such affiliate; and
(b)
During
the Employment Term and for a period of one (1) year thereafter the Executive
will not at any time engage in or participate as an executive officer, employee,
director, agent, consultant representative, stockholder, or partner, or have
any
financial interest, in any business which "competes" with the Company or
successor to the business of the Company. For the purposes hereof, a "competing"
business shall mean any private or public entity in the biodiesel field.
Ownership by the Executive of publicly traded stock of any corporation
conducting any such business shall not be deemed a violation of the preceding
two sentences provided the Executive does not own more than five percent
(5% of
the
stock of any such corporation.
(c)
Executive agrees that all records, in whatever medium (including written works),
documents, papers, notebooks, drawings, designs, technical information, source
code, object code, processes, methods or other copyrightable or otherwise
protected works Executive conceives, creates, makes, invents, or discovers
that
relate to or result from any work he performs or performed for the Company
or
that arise from the use or assistance of the Company’s facilities, materials,
personnel, or Confidential Information in the course of his employment (whether
or not during usual working hours), whether conceived, created, discovered,
made, or invented individually or jointly with others, will be and remain the
absolute property of the Company, as will all the worldwide patent, copyright,
trade secret, or other intellectual property rights in all such works. Executive
irrevocably and unconditionally waives all rights, wherever in the world
enforceable, that vest in him (whether before, on, or after the date of this
Agreement) in connection with his authorship of any such copyrightable works
in
the course of his employment with the Company. Without limitation, Executive
hereby waives the right to be identified as the author of any such works and
the
right not to have any such works subjected to derogatory treatment. Executive
recognizes that any such works are “works made for hire” of which the Company is
the author.
6
(d) All
files, records, correspondence, memoranda, notes or other documents (including,
without limitation, those in computer-readable form), real property or
intellectual property relating or belonging to the Company or its affiliates,
whether prepared by the Executive or otherwise coming into his possession in
the
course of the performance of his services under this Agreement, shall be the
exclusive property of Company and shall be delivered to Company and not retained
by the Executive (including, without limitations, any copies thereof) upon
termination of this Agreement for any reason whatsoever.
(e) Executive
acknowledges that his employment with the Company under this Agreement, will
give him access to Confidential Information (as defined below). Executive
acknowledges and agrees that using, disclosing, or publishing any Confidential
Information in an unauthorized or improper manner could cause the Company or
its
members to incur substantial loss and damages that could not be readily
calculated and for which no remedy at law would be adequate. Accordingly,
Executive agrees with the Company that he will not at any time, except in
performing his employment duties to the Company under this Agreement (or with
the Board of Directors of the Company’s, prior written consent), directly or
indirectly, use, disclose, or publish, or permit others not so authorized to
use, disclose, or publish any Confidential Information that you may learn or
become aware of, or may have learned or become aware of, because of his
continuing employment, ownership, or association with the Company, or use any
such information in a manner detrimental to the interests of the Company or
any
of its shareholders. For the purposes of this Agreement, "Confidential
Information" includes, without limitation, confidential or proprietary
information that has not previously been disclosed to the public or to the
trade
with respect to the Company’s or any of its affiliates present or future
business, including, without limitation, its operations, services, products,
research, clients, potential investors, inventions, discoveries, drawings,
designs, plans, processes, quantitative methodologies, models, technical
information, facilities, methods, trade secrets, copyrights, software, source
code, systems, patents, procedures, manuals, specifications, any other
intellectual property, confidential reports, customer lists, financial
information (including the revenues, costs, or profits associated with such
party’s products or services), business plans, projections, prospects,
opportunities or strategies, acquisitions or mergers, advertising or promotions,
personnel matters and legal matters, but excludes any information already
properly in the public domain. "Confidential Information" also includes
confidential and proprietary information and trade secrets that third parties
entrust to the Company in confidence.
7
(f) The
Executive acknowledges that a breach of his covenants contained in this Section
7 may cause irreparable damage to the Company and its affiliates, the exact
amount of which will be difficult to ascertain, and that the remedies at law
for
any such breach will be inadequate. Accordingly, the Executive agrees that
if
she breaches any of the covenants contained in this Section 7, in addition
to
any other remedy which may be available at law or in equity, the Company shall
be entitled to specific performance and injunctive relief.
(g) The
Company and the Executive further acknowledge that the time, scope, geographic
area and other provisions of this Section 7 have been specifically negotiated
by
sophisticated commercial parties and agree that all such provisions are
reasonable under the circumstances of the activities contemplated by this
Agreement. In the event that the agreements in this Section 7 shall be
determined by any court of competent jurisdiction to be unenforceable by reason
of their extending for too great a period of time or over too great a
geographical area or by reason of their being too extensive in any other
respect, they shall be interpreted to extend only over the maximum period of
time for which they may be enforceable and/or over the maximum geographical
area
as to which they may be enforceable and/or to the maximum extent in all other
respects as to which they may be enforceable, all as determined by such court
in
such action.
(h) The
Executive agrees to cooperate with the Company, during the Employment Term
and
thereafter (including following the Executive's termination of employment for
any reason), by making himself reasonably available to testify on behalf of
the
Company or any of its affiliates in any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, and to assist the Company,
or
any affiliate, in any such action, suit, or proceeding, by providing information
and meeting and consulting with the Board or its representatives or counsel,
or
representatives or counsel to the Company, or any affiliate as reasonably
requested; provided, however that the same does not materially interfere with
him then current professional activities and is not contrary to the best
interests of the Executive. The Company agrees to reimburse the Executive,
on an
after-tax basis, for all expenses actually incurred in connection with his
provision of testimony or assistance.
(i) The
parties agree that,
during the Employment Term and thereafter (including following the Executive's
termination of employment for any reason) that they will not make statements
or
representations, or otherwise communicate, directly or indirectly, in writing,
orally, or otherwise, or take any action which may, directly or indirectly,
disparage the other party or any of its affiliates or their respective officers,
directors, employees, advisors, businesses or reputations. Notwithstanding
the
foregoing, nothing in this Agreement shall preclude either party from making
truthful statements or disclosures that are required by applicable law,
regulation or legal process.
8
7. Withholding.
The
Company may withhold from the Executive's compensation all applicable amounts
required by law.
8. Arbitration.
The
parties agree that any dispute, claim, or controversy based on common law,
equity, or any federal, state, or local statute, ordinance, or regulation (other
than workers’ compensation claims) arising out of or relating in any way to the
Executive’s employment, the terms, benefits, and conditions of employment, or
concerning this Agreement or its termination and any resulting termination
of
employment, including whether such a dispute is arbitrable, shall be settled
by
arbitration. This agreement to arbitrate includes but is not limited to all
claims for any form of illegal discrimination, improper or unfair treatment
or
dismissal, and all tort claims. The Executive will still have a right to file
a
discrimination charge with a federal or state agency, but the final resolution
of any discrimination claim will be submitted to arbitration instead of a court
or jury. The arbitration proceeding will be conducted under the employment
dispute resolution arbitration rules of the American Arbitration Association
in
effect at the time a demand for arbitration under the rules is made. The
decision of the arbitrator(s), including determination of the amount of any
damages suffered, will be exclusive, final, and binding on all parties, their
heirs, executors, administrators, successors and assigns. Each party will bear
its own expenses in the arbitration for arbitrators’ fees and attorneys’ fees,
for its witnesses, and for other expenses of presenting its case. Other
arbitration costs, including administrative fees and fees for records or
transcripts, will be borne equally by the parties.
9. Notices.
Any
notices required or permitted hereunder shall be in writing and shall be deemed
to have been given when personally delivered or when mailed, certified or
registered mail, postage prepaid, to the following addresses:
If
to the
Executive:
|
Attn:
Dr. Xxxxxxx Xxxxxx
|
If
to the
Company:
|
000
Xxxxxxxxx Xxxxx,
Xxxxxxxxx,
XX 00000
Attention:
_________
|
10. General:
(a) Construction
and Severability.
If any
provision of this Agreement shall be held invalid, illegal or unenforceable
in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired, and
the parties undertake to implement all efforts which are necessary, desirable
and sufficient to amend, supplement or substitute all and any such invalid,
illegal or unenforceable provisions with enforceable and valid provisions which
would produce as nearly as may be possible the result previously intended by
the
parties without renegotiation of any material terms and conditions stipulated
herein.
9
(b) Performance;
Assignability.
The
Executive represents and warrants to the Company that the Executive has no
contracts or agreements of any nature that the Executive has entered into with
any other person, firm or corporation that contain any restraints on the
Executive’s ability to perform his obligations under this Agreement. The
Executive may not assign his interest in or delegate his duties under this
Agreement. This Agreement is for the employment of the Executive, personally,
and the services to be rendered by him under this Agreement must be rendered
by
him and no other person. This Agreement shall be binding upon and inure to
the
benefit of the Company and its successors and assigns. Notwithstanding anything
else in this Agreement to the contrary, the Company may assign this Agreement
to
and all rights hereunder shall inure to the benefit of any person, firm or
corporation resulting from the reorganization of the Company or succeeding
to
the business or assets of the Company by purchase, merger or consolidation.
The
Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company would
be
required to perform it if no succession had taken place. The Company's failure
to obtain such an assumption and agreement prior to the effective date of a
succession will be a breach of this Agreement and will entitle the Executive
to
compensation from the Company in the same amount and on the same terms as if
the
Executive were to terminate his employment for Good Reason, except that, for
purposes of implementing the foregoing, the date on which any such succession
becomes effective will be deemed the Termination Date.
(c) Compliance
with Rules and Policies.
The
Executive shall perform all services in accordance with the policies, procedures
and rules established by the Company, including, but not limited to, the By-Laws
of the Company. In addition, the Executive shall comply with all laws, rules
and
regulations that are generally applicable to the Company, its affiliates and
their employees, directors and officers.
(d) Withholding.
The
Company shall withhold from all amounts due hereunder any withholding taxes
payable to federal, state, local or foreign taxing authorities.
(e) Entire
Agreement, Modification.
This
Agreement constitutes the entire agreement of the parties hereto with respect
to
the subject matter hereof, supersedes all prior agreements and undertakings,
both written and oral, and may not be modified or amended in any way except
in
writing by the parties hereto.
10
(f) Duration.
Notwithstanding the Employment Term hereunder, this Agree-ment shall continue
for so long as any obligations remain under this Agreement.
(g) Survival.
The
covenants set forth in Section 7 of this Agreement shall survive and shall
continue to be binding upon the Executive notwithstanding the termination of
this Agreement for any reason whatsoever. It is expressly agreed that the remedy
at law for the breach or threatened breach of any such covenant is inadequate
and that the Company, in addition to any other remedies that may be available
to
it, in law or in equity, shall be entitled to injunctive relief to prevent
the
breach or any threatened breach thereof without bond or other security or a
showing that monetary damages will not provide an adequate remedy.
(h) Waiver.
No
waiver by either party hereto of any of the requirements imposed by this
Agreement on, or any breach of any condition or provision of this Agreement
to
be performed by, the other party shall be deemed a waiver of a similar or
dissimilar requirement, provision or condition of this Agreement at the same
or
any prior or subsequent time. Any such waiver shall be express and in writing,
and there shall be no waiver by conduct.
(i) Counterparts.
This
Agreement may be executed in two or more counter-parts, all of which taken
together shall constitute one instrument.
IN
WITNESS WHEREOF,
the
parties hereto, intending to be legally bound, have hereunto executed this
Agreement as of the day and year first written above.
| UNIVERSAL BIOENERGY, INC. | ||
| |
|
|
| Date: February 26, 2008 | By: | /s/ |
|
Name: Xxxxx Xxxxxxx |
||
| Title: President | ||
| Date: February 26, 2008 | Dr. Xxxxxxx Xxxxxx | |
| |
|
|
| /s/ | ||
|
|
||
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