Contract between X. Xxxxxxxx "Xxxxx" Xxxxx & FullCircle Registry, Inc.
Exhibit 4.3
Personal Services Contract
This Personal Services Contract ["Contract"] is made effective as of April 15th,
2003 by and between FullCircle Registry, Inc., a Nevada corporation ["FCR"]
currently of 23rd Floor, PNC Plaza, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000, and Xxxxxxx Xxxxxxxx "Xxxxx" Xxxxx ["Xxxxx"] currently of 0000
Xxxxx Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx 00000 [together, the "Parties"].
Recitals of the Parties
WHEREAS, FCR engages in various business enterprises;
WHEREAS, the board of directors of FCR has investigated and considered
the background, experience and qualifications of Xxxxx to serve as an
officer of FCR to its complete satisfaction;
WHEREAS, the board of directors of FCR wishes to secure the personal
services of Xxxxx to serve as a corporate officer, namely, president,
and/or other positions as it may deem appropriate from time to time;
WHEREAS, Xxxxx is willing to serve full-time in the capacity of a
corporate officer for FCR;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, stipulations and agreements contained
herein, and for other good and valuable consideration contained herein
and otherwise implied, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
I. Definitions.
A. Definition of "FCR".
For the purposes of this Contract, "FCR" is defined as FullCircle
Registry, Inc. in its present form and as it may change from time to
time in name, structure and mode of operation, to include any
subsidiary, affiliate, parent company and/or sub-contractor(s), as well
as the employees, Owner(s), successor(s), assign(s) and/or heir(s) of
any of the foregoing.
B. Definition of "Third Parties".
For the purposes of this Contract, "Third Parties" shall mean persons
or entities not included in the definition of FCR.
C. Definition of "Owners".
For the purposes of this Contract "Owners" shall mean the FCR board of
directors and all FCR stockholders.
II. Xxxxx.
A. Best Efforts.
1. Xxxxx agrees to perform faithfully to the best of his
ability and experience all of the duties that are
generally associated with the position of president
or other positions as the Owners may direct from time
to time and may be required by the express or
implicit terms of this Contract to the reasonable
satisfaction of FCR.
2. Such duties shall be performed at FCR's offices in
Louisville, Kentucky and at such other temporary
locations as the needs, business or opportunities of
FCR may require from time to time.
3. Xxxxx shall provide Owners with all information,
suggestions and recommendations that can benefit FCR
of which he has knowledge.
B. Duties and Authority.
1. Xxxxx shall have primary reporting responsibility to
Owners for actual or contemplated corporate
initiatives, operations, marketing, sales, gross
revenues and profitability.
2. Subject only to the directives of Owners, Xxxxx shall
have:
a) final decision-making authority in all matters
pertaining to FCR's corporate development, operations
and personnel.
b) final budgetary authority.
c) final authority with regard to the investment of
corporate funds.
d) final authority to incur
corporate debt.
e) sole authority to enter into
contracts on behalf of FCR.
f) signatory authority for payments made from FCR's funds.
g) the ability to assign limited signatory authority to
other FCR employees or to CPAs contracted by FCR.
h) final authority to approve or disapprove expenditures
and requisitions of corporate funds.
i) primary responsibility for FCR's corporate strategy and
business plan.
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j) final approval of policies, procedures, protocols,
distribution systems, advertising, public relations
and collateral materials.
C. Disclosure of Conflicting Interests.
Xxxxx is required to promptly disclose to the Owners any current or
previous activities or interests that conflict or may conflict with the
best interests of FCR.
D. Diversion of Corporate Funds for Personal Use; Redirection of
Compensation to Third Parties. Except as expressly provided for in this
Contract, Xxxxx shall neither divert corporate funds to himself or any
third party for his personal use or benefit nor assign any compensation
payable hereunder to a Third Party without first providing a full
written disclosure of the nature of and reason for such diversion to
Owners and obtaining written permission from the Owners.
E. Assignment of Duties.
Xxxxx'x cannot assign any of his duties under this Contract to any
other person or entity without a corporate resolution, unless such
person or entity is an employee, contractor or assignee of FCR and it
is reasonable to do so in the normal course of business.
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F. Confidentiality.
1. Xxxxx acknowledges that FCR has and will have
information regarding inventions, products, prices,
costs, discounts, future plans, business affairs,
processes, trade secrets, technical matters, customer
lists, trademarks, copyrights and other vital
information [collectively, "Confidential
Information"], which are valuable, special and unique
assets of FCR.
2. Xxxxx agrees that he will not at any time or in any
manner, either directly or indirectly, divulge,
disclose or communicate in any manner any
Confidential Information to any Third Parties, except
as may be necessary and prudent in the normal course
of business within the scope of a duly executed
confidentiality agreement.
3. If FCR presents independently corroborated evidence
to Xxxxx that he has disclosed or threatened to
disclose Confidential Information to any Third
Parties without having met the conditions F. 2.,
above, FCR shall be entitled to terminate Xxxxx for
Cause (as specified in IV.B.1., below) and/or to an
injunction to restrain Xxxxx from disclosing, in
whole or in part, such Confidential Information or
from providing any services to any Third Parties to
whom such Confidential Information has been disclosed
or may be disclosed.
4. The Confidential Information provisions of this
Contract shall remain in full force and effect for a
two (2) year period after the termination of this
Contract with or without Cause, provided FCR exists.
During such two (2) year period, if this Contract was
terminated for Cause (as specified in IV.B.1., below)
neither Party shall make or permit the making of any
public announcement or statement of any kind that
Xxxxx was formerly connected with FCR.
G. Non-compete.
1. Xxxxx acknowledges that the various items of
Confidential Information are valuable, special and
unique assets of FCR. For a period of two (2) years
following the termination of this Contract with or
without Cause, provided FCR exists, Xxxxx covenants
that he will not, either personally or through Third
Parties:
a) sell the same products or services as FCR.
b) become an employee of a third party selling the same
products or services as FCR.
c) directly or indirectly have an ownership interest in
a business selling the same products or services as
FCR.
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d) solicit an FCR customer for the same products or
services sold by FCR. H. Other Contracts. 1. Personal
Services Contract with FCR Paradigm Solutions Group.
H. Other Contracts
1. Personal Services Contract with FCR Paradigm Solutions Group
FCR
III. FCR
A. Indemnification
1. Indemnification of Xxxxx as an Officer and/or Director.
a) FCR shall at all times during the term of this
Contract maintain in full force effect a policy of
directors and officers insurance under which Xxxxx is
a covered person by name or title.
b) FCR shall give Xxxxx a copy of said insurance policy
and the persons covered thereunder within 60 (sixty)
days of the effective date of this contract and
within 60 (sixty) days of each successive renewal for
as long as this Contract remains in effect.
c) In the event of FCR's failure so maintain said
insurance, FCR shall directly indemnify Xxxxx in
accordance with the provisions of said insurance, as
if it had been purchased from the insurer of Xxxxx'x
choice.
2. Indemnification of Xxxxx against Errors and Omissions.
a) FCR shall at all times during the term of this
Contract maintain in full force effect a policy of
errors and omissions insurance under which Xxxxx is a
covered person by name or title.
b) FCR shall give Xxxxx a copy of said insurance policy
and the persons covered thereunder within 60 (sixty)
days of the effective date of this contract and
within 60 (sixty) days of each successive renewal for
as long as this Contract remains in effect.
c) In the event of FCR's failure so maintain said
insurance, FCR shall directly indemnify Xxxxx in
accordance with the provisions of said insurance, as
if it had been purchased from the insurer of Xxxxx'x
choice.
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3. Use of Hired and Non-owned Automobiles.
In the event Xxxxx rents an automobile for the performance of
his duties hereunder, FCR shall either maintain a policy of
Hired and Non-Owned Automobile insurance, or reimburse Xxxxx
for the purchase of rental liability insurance from the rental
car vendor.
4. FCR and Owners stipulate that FCR and/or Owners have conducted,
are conducting, or may conduct, either directly or indirectly,
one or more enterprises or activities, by one or more means, either
personally or through one or more persons or entities.
Xxxxx is hereby held harmless and fully indemnified, including
attorneys' fees, both jointly and severably, for any and all
liabilities incurred in the conduct of such enterprises by FCR
and/or Owners and any and all persons or entities of whatever
type or description, in which FCR and/or Owners had, have or
may have in any business interest whatsoever, including, but
not limited to any subsidiary(ies), licensee(s), franchisee(s),
contractor(s), agent(s), and/or person(s) acting directly or
indirectly, whether independently or together, to further the
interest(s) of FCR or Owners or both, including, but not limited
to, their employee(s), contractor(s), representative(s),
agent(s), family member(s) and/or other person(s) connected or
related to the foregoing.
5. Exculpation of Xxxxx from Responsibilities of Owner(s).
Xxxxx shall fully cooperate with the FCR board of directors to
fulfill its legal obligations. However, since Xxxxx cannot and
will not be liable for any acts or omissions, past or present,
outside of his complete and immediate control, he shall incur
no personal liability whatsoever for the failure of Owners to
fulfill such obligations, including, but not limited to:
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a) issuing and recording stock certificates;
b) maintaining complete and accurate corporate records;
d) accurately completing and distributing corporate minutes
on a timely basis;
on a timely basis;
e) filing its list of corporate and directors with the
proper authorities;
f)fully complying with all laws for the proper conduct of
limited liability corporations in its domiciliary state of
Delaware and all other states in which it does business;
g) securing all necessary licenses and permits required
to conduct its business;
h) maintaining accurate financial records in accordance
with General Accounting Principals;
i) arranging periodic external audits;
j) paying taxes of any type or description;
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k) requirements of the SEC, DOL, IRS or any other federal,
state or municipal governmental agency or body;
l) or any other duty explicitly or implicitly
associated with the legal and proper conduct incumbent upon
one or more Owners in their collective or individual
circumstances.
B. Compensation and Benefits.
1. Monthly Base Salary.
a) FCR shall pay Xxxxx a Monthly Base Salary of ten
thousand dollars ($10,000) due and payable on or
before the 15th day of each month beginning in March
2003.
2. Paid Vacation Time.
a) Xxxxx shall be entitled to twenty (20) weekdays of
Paid Vacation Time during each contract year, for
which he shall receive his Monthly Base Salary.
b) Unused Paid Vacation Time will be converted to salary
on the last day of each February and paid by FCR on
or before the fifteenth (15th) day of the next month.
3. Paid Sick and Personal Leave.
a) Xxxxx shall be entitled to 10 weekdays of Paid Sick
and Personal Leave each contract year, for which he
shall receive his Monthly Base Salary.
b) Unused Paid Sick and Personal Leave may be converted
to salary on the last day of each February and paid
by FCR on or before the fifteenth (15th) day of the
next month.
4. Paid Holidays.
Xxxxx shall be entitled to the following holidays, for which
he shall receive his Monthly Base Salary: New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
the day following Thanksgiving, Christmas Eve Day and
Christmas Day.
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5. Stock Options.
FCR shall, at the times and in the quantities specified
herein, offer Xxxxx options to purchase shares of FCR stock at
the purchase price of $0.01 (one cent) per share, which Xxxxx,
should he exercise said options for all or a portion of the
shares available thereunder, Xxxxx is restricted from selling
for a period of one year from the date of issuance. All shares
shall be issued to 1996 Family Trust u/t/d 3/13/96 within 30
(thirty) days of the date Xxxxx exercises any stock option(s).
a) 175,000 (one-hundred seventy-five) shares within 30 (thirty)
days of the execution of this Contract,
b) 5,000 (five thousand) shares on the first of each
of the first 12 (twelve) months this Contract is in
effect, and
c) 40,000 (forty thousand) shares for every 10,000 (ten
thousand) persons for whom any plan of medical
expense reimbursement under Section 105 of the U. S.
Tax Code is implemented through FCR.
6. Health Coverage.
At all times while this Contract is in effect, FCR shall
either (a) maintain in full force and effect a comprehensive
group health plan that provides full coverage for out-of-state
and/or non-participating providers, under which Xxxxx and his
wife will become eligible for guaranteed enrollment after an
eligibility waiting period ending no more than thirty (30)
days after the effective date of this Contract; or (b)
reimburse Xxxxx in full for personally maintaining a plan of
health insurance. FCR shall pay the entire group health
premium for Xxxxx and his wife, or, in the alternative,
reimburse Xxxxx for the entire premium expense for personally
maintaining a plan of health insurance.
7. Long Term Disability Insurance.
a) At all times while this Contract is in effect, FCR shall
maintain in force a group or individual policy
or in the alternative, self-insure) benefits in the event
Xxxxx'x Total Disability at the minimum specifications
specified herein. "Total Disability" is defined as Xxxxx'x
inability to perform all of the material duties of his position
up to two (2) years after the Elimination Period, and Xxxxx'x
inability to perform the regular duties of any occupation after
the first two (2) years of his total disability after the
Elimination Period. "Elimination Period" is defined as a
period of one hundred eighty (180) days of Total Disability
before benefits begin. "Partial Disability" is defined
as Xxxxx'x inability to perform any material duty of his
position. The benefit in the event of Xxxxx'x Total Disability
shall be at least two-thirds (2/3) of his Monthly
Base Salary until he is age sixty-five (65).
The benefit in the event of Xxxxx'x
Partial Disability shall be at least one-third (1/3) of his
Monthly Base Salary.
(Monthly Base Salary is defined in III.B.1., above.)
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b) If group coverage, FCR shall provide Xxxxx with a
certificate of coverage within ten (10) days of its
receipt from the insurance company; if individual
coverage, FCR shall provide Xxxxx with the original
policy within ten (10) days of its receipt from the
insurance company. If no proof of coverage can be
produced by FCR, then FCR is deemed to have
self-insured the foregoing benefits.
8. Term Life Insurance.
a) At all times while this contract is in effect, FCR
shall maintain in force a policy of individual or
group term life insurance equal to three (3) times
his annualized Monthly Base Salary naming the 1996
Family Trust u/t/d 3/13/96 as his sole beneficiary.
If group coverage, FCR shall provide Xxxxx with a
certificate of coverage within ten (10) days of its
receipt from the insurance company; if individual
coverage, FCR shall provide Xxxxx with the original
policy within ten (10) days of its receipt from the
insurance company.
C. Expenses.
1. Direct Expenses.
FCR, at its sole expense, shall provide Xxxxx with the
following for any location where it becomes necessary for
Xxxxx to fulfill his duties hereunder: business cards; office
space; office furnishings; office supplies; office equipment,
including a desktop computer, photocopier and fax machine;
postage and fees to use the United States Postal Service and
other couriers; land-based telephone and long distance
charges; cellular telephone, service, long distance and
roaming charges; fax modem line and long distance charges;
eFax service; onsite and remote Internet access service and
charges.
2. Reimbursable Expenses.
a) FCR shall reimburse Xxxxx for necessary and
reasonable out-of-pocket expenses incurred in the
performance of his duties hereunder, including, but
not limited to: gasoline (in accordance with C.3.4.,
below), charges made by common carriers; lodging;
food; entertainment; office services and work product
purchased from an outside vendor, including, but not
limited to, photocopying, printing, binding, computer
access and modem access.
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b) As a condition of reimbursement, Xxxxx shall provide
submit expense reports to FCR, with supporting
receipts attached thereto, and the date location,
business purpose, and, if applicable, the entity(ies)
and/or person(s) legibly noted thereon.
c) FCR shall reimburse Xxxxx by the 15th day of the
month following his submission of expense reports. 3.
Housing Expense. a) FCR, at its sole expense, shall
lease under its own name and be solely responsible
for, housing for
Xxxxx, his wife and pet(s) for the duration of this
agreement.
b) The living space provided by FCR must be clean and
reasonable as to size, location and safety, and shall
be fully furnished, including washer, dryer,
refrigerator, kitchen utensils and tableware.
c) FCR will pay the cost, if any, to ship Xxxxx'x and
his wife's essential personal belongings to and from
the housing it provides.
4. Vehicle.
a) Xxxxx hereby leases his automobile, namely, a 2000
Ford F250 Super Duty Crew Cab truck, Vehicle
Identification Number 0XXXX00X0XXX00000 ["Leased
Vehicle"] to FCR for the duration of this contract,
in consideration for a $200 monthly lease payment,
due and payable on the fifteenth (15th) day of each
month.
b) Unless the Parties agree otherwise by amending this
Contract in writing, Leased Vehicle shall be the only
vehicle used by Xxxxx in the performance of his
duties hereunder, except for rental cars used during
business travel and rental cars necessary for Xxxxx
to continue to the performance of his duties
hereunder while Leased Vehicle is being repaired.
c) Xxxxx shall, at all times this Contract is in effect,
maintain automobile insurance on Leased Vehicle in
amounts equal to or exceeding minimum legal
requirements. Should Xxxxx fail to maintain said
automobile insurance, Xxxxx fully indemnifies FCR for
any liability arising from the use of Leased Vehicle.
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d) Xxxxx shall be solely responsible for maintenance of
Leased Vehicle, except that FCR shall reimburse him
for gasoline in accordance with Section III.C.2.,
above.
D. Fair and Timely Compensation and Reimbursements.
Unless FCR shows Cause why Xxxxx should be terminated for Cause (as
specified in IV.B.1., below), FCR unconditionally stipulates that, its
failure to compensate Xxxxx in the amounts and by the dates set forth
herein constitutes a material breach of this Contract, and that,
without further remedy to Xxxxx, or further obligation for Xxxxx to
perform, guarantees that all compensation of whatever type due to Xxxxx
for the remaining term of this Contract will be tendered to Xxxxx
within ten (10) working days of Xxxxx'x demand, including all Monthly
Base Salary (as specified in III.B.1., above), Benefits (as specified
in III.B.2., 3., 4, 5., 6., 7. & 8.above), Reimbursable Expenses (as
specified in III.C.2., above), all Stock Options available to Xxxxx
(under III.B.5., above), and all stock to be issued under all Stock
Options Xxxxx exercises.
E. Access to FCR Records.
To assure Xxxxx can perform his duties effectively, FCR shall give him
immediate and unfettered access to all corporate records, including,
but not limited to, accounting, contractual, administrative,
procedural, transactional, client and commission information.
F. Other Contracts.
1. Contract between Xxxxx and Paradigm Solutions Group, LLC.
a) FCR represents and warrants that Paradigm Solutions Group,
LLC ["PSG"] is a wholly owned subsidiary of FCR, and that
PSG has the authority to bind PSG for the purposes of this
contract.
b) The Parties hereby agree and stipulate that the Personal
Services Contract dated July 1, 2002 between Xxxxx and PSG is
and remains a valid and binding contract.
c) The Parties further agree and stipulate that all performance
and payment obligations thereunder, but not the
representations, warranties, stipulations and agreements
therein, will be suspended for the duration of this Contract,
and that said contract between Xxxxx and PSG shall continue in
full force and effect, including all performance and payment
obligations, immediately upon the termination of this
Contract, as if there were no suspension of said contract
between Xxxxx and PSG.
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d) In accordance with III.F.1.c., above, the Parties agree and
stipulate that there will be the same number of months
remaining of the initial term of the said contract between
Xxxxx and PSG as there were as of the effective date of this
Contract, to wit, fifty-two (52) months.
e) FCR acknowledges and agrees that any compensation and expense
reimbursements owing to Xxxxx for services he has already
performed under said contract between Xxxxx and PSG before the
date this Contract is effective, shall be paid to Xxxxx by PSG
and payment shall be guaranteed by FCR.
f) Xxxxx expressly warrants that, apart from the said contract
between Xxxxx and PSG, he does not have and shall not enter
into any other contracts for personal services with Third
Parties while this Contract is in effect.
2. The Parties stipulate that Xxxxx has fully disclosed, and
FCR's board of directors has expressly acknowledged, that it
is permissible for Xxxxx to continue to receive equity draws
from BeneSOURCE Brokerage Services, Inc. and B-Advisors, LLC
while he serves as a corporate officer of FCR.
IV. Term, Termination and Non-renewal.
A. Term.
This Contract is effective March 1st, 2003 for a period of twelve (12)
calendar months and shall automatically renew for successive terms of
one month in duration thereafter.
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B. Termination with Cause.
1."Cause" as used with regard to termination of this Contract
shall have the specific meaning expressly stated in this
Section IV.B.1. and no other. FCR will have Cause to terminate
Xxxxx, upon thirty (30) prior notice, if Xxxxx, after being
presented with corroborated and incontrovertible evidence, is:
a) found guilty of a crime involving moral turpitude;
b) guilty of having knowingly and willfully violating of any FCR
corporate resolutions;
c) guilty of having knowingly and
willfully violated of the Confidential Information (II.F.,
above) and Non-compete (II.G., above) provisions of this
Contract;
d) guilty of having improperly diverted corporate funds
(other than the amounts payable by FCR to Xxxxx under
this Contract) to his personal use without first
disclosing same to the FCR board of directors;
e) guilty of having made representations or omissions
with the intension of defrauding FCR or the Owners;
f) guilty of having knowingly and purposely committed
an act of gross misconduct for which he was
previously reprimanded in writing by the FCR board of directors.
2. If FCR terminates Xxxxx with Cause, all of his rights
under this Contract (except his legally guaranteed
rights to continue coverage under group insurance, if
any) are eradicated on the date of termination.
C. Termination without Cause.
1. Should FCR terminate this Contract without Cause
before the expiration of a Contract term, FCR shall
attach to the notice of termination a cashier's check
payable to Xxxxx, in an amount equal to:
a) the balance of his Monthly Base Salary (as specified
in III.B.1., above) for the remainder of the full
Contract term (including any partial month that
occurred prior to the termination date), plus
b) amounts payable for accumulated Paid Vacation Time
(as specified in III.B.2., above) and Paid Sick and
Personal Leave (as specified in III.B.3., above) that
has accrued but not been converted to cash as of the
termination date, plus
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c) any Reimbursable Expenses due and payable hereunder
(in accordance with C.3.2, above). 2. In the event
this Contract is not renewed at the end of a term,
FCR shall send Xxxxx, via USPS Certified
Mail by the 15th day of the month following non-renewal,
notice of any Stock Options that should have been made
available and stock that should have been issued (in
accordance with III.B.5., above) up to and including the date
this Contract is terminated.
D. Non-renewal.
1. Either Party may elect not to renew this Contract by providing
thirty (30) days notice prior to the expiration of a term
2. In the event this Contract is not renewed at the end
of a term, FCR shall send Xxxxx, via USPS Certified
Mail by the15th day of the month following
non-renewal, a cashier's check payable to Xxxxx in an
amount equal to:
a) the balance of his Monthly Base Salary (as specified
in III.B.1., above) for the remainder of the full
Contract term (including any partial month that
occurred prior to the termination date), plus
b) amounts payable for accumulated Paid Vacation Time
(as specified in III.B.2., above) and Paid Sick and
Personal Leave (as specified in III.B.3., above) that
has accrued but not been converted to cash as of the
termination date, plus
c) any Reimbursable Expenses due and payable hereunder
(in accordance with C.3.2, above). 3. In the event
this Contract is not renewed at the end of a term,
FCR shall send Xxxxx, via USPS Certified
Mail by the 15th day of the month following non-renewal,
notice of any Stock Options that should have been made
available and stock that should have been issued (in
accordance with III.B.5., above) up to and including the date
this Contract is terminated.
E. Notice of Termination.
Whether terminating Xxxxx for Cause or without Cause, FCR shall provide
him with thirty (30) days notice prior to the termination date.
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V. Notices.
All notices required or permitted under this Contract shall be in writing and
shall be deemed delivered when postmarked as Certified Mail by the USPS,
addressed to the last know address of Xxxxx or, if to FCR, its Resident Agent, a
FCR officer, a FCR director or a FCR board member.
VI. Entire Agreement.
This Contract contains the entire agreement of the Parties and there are no
other promises or conditions in any other agreement, whether oral or written.
This Contract supersedes any prior written or oral agreements between the
Parties.
VII. Amendment.
This Contract may be modified or amended if the amendment is made in writing and
signed by both Parties. VIII. Waiver of Contractual Rights. The failure of
either Party to enforce any provision of this Contract shall not be construed as
a waiver or limitation of that Party's right to subsequently enforce and compel
strict compliance with every provision of this Contract.
IX. Applicable Law.
This contract shall be governed by the laws of the State of Arizona.
X. Binding Effect and Benefit.
The provisions hereof shall be binding upon, and shall inure to the benefit of,
Xxxxx, his heirs, executors, and administrators, as well as to FCR, its
successors, and assigns.
XI. Counterparts.
This Contract may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
XII. Severability.
Whenever possible, each of the provisions of this Contract shall be construed
and interpreted in such a manner as to be effective and valid under applicable
law. If any provisions of this Contract or the application of any provision of
this Contract to either Party or any circumstance shall be prohibited by, or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition without invalidating the remainder of such provision, any
other provision of this Contract, or the application of such provision to other
circumstances the or the other Party.
XIII. Interpretation.
The headings contained in this Contract are solely for the purpose of reference,
are not part of the Contract of the Parties and shall not in any way affect the
meaning or interpretation of this Contract.
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IN WITNESS WHEREOF, FCR and Xxxxx have caused this Contract to be executed as of
the 14th day of April, 2003 with each party's signature.
On behalf of FullCircle Registry, Inc.
_______________________________________________________________________________
Xxxxxx X. Xxxxxxx, CEO
_______________________________________________________________________________
Signature Date
_______________________________________________________________________________
Xxxxxxx Xxxxxxxx "Xxxxx" Xxxxx Date
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