Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
effective as of the 4th day of January, 2002 (the "Effective Date") by and
between NeoReach, Inc., a Delaware corporation with its principal address at
0000 Xxxxx Xxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 (the "Company"),
and Xxxx Xxxxxx, an individual residing at 0000 Xxxxx Xxx, XxXxxx, Xxxxxxxx
00000 ("Executive").
RECITAL:
WHEREAS, the Company and Executive are desirous of entering into an
employment agreement setting forth the terms and conditions of Executive's
employment with the Company.
NOW, THEREFORE, in consideration of the forgoing recital, the mutual
covenants and agreements herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:
1. Employment.
1.1 Title. The Company hereby employs Executive to serve as
the Company's President and Chief Executive Officer.
1.2 Responsibilities. Executive shall report directly to the
Company's Board of Directors (the "Board"). In addition to the duties and
responsibilities as the Board may from time to time direct, Executive's duties
and responsibilities shall include, without limitation, (a) development and
management of the Company's sales, marketing, research and development,
engineering and operational functions; (b) development of the Company's
infrastructure to support the Company's operations and growth; and (c)
development, in conjunction with the Board, of budgets and an operational
plan.
1.3 Full Time. Executive shall devote his full time,
attention and energy to the business of the Company and, during the term of
this Agreement, shall not, without the express prior written consent of the
Board, engage in any other business, employment or other undertaking (whether
or not such activity is pursued for gain, profit or other pecuniary
advantage), that would interfere with the satisfactory performance of
Executive's duties to the Company or present a conflict of interest with the
Company; provided, however, that Executive shall not be prevented from
investing Executive's assets in such form or manner as would not require any
services on the part of Executive in the operation of the affairs of the
entities in which such investments are made and provided such investments do
not present a conflict of interest with the Company.
1.4 Additional Policies. In addition to the terms and
conditions of this Agreement, Executive shall be required to adhere to the
rules and regulations adopted by the Company from time to time that are
generally applicable to all of the Company's employees.
2. Term of Employment.
2.1 Term. The initial term of Executive's employment
hereunder (the "Initial Employment Period") shall commence as of the Effective
Date and shall continue until April 4, 2002.
2.2 Renewal. Unless, no later than March 29, 2002, either
party delivers written notice to the other of its intent not to renew this
Agreement, the term of Executive's employment shall be renewed and extended
automatically for an additional one year period following the Initial
Employment Period. Thereafter, the term of Executive's employment shall be
renewed and extended automatically for additional one year periods unless
either party delivers written notice to the other, at least 30 days prior to
the expiration of the applicable period, of its intent not to renew this
Agreement. All extensions of the term of Executive's employment shall continue
for a one-year period under the terms and conditions set forth herein and each
extension, along with the Initial Employment Period, shall be considered part
of the "Employment Period."
3. Compensation of Executive.
3.1 Base Salary. Beginning on the Effective Date, the Company
shall pay to Executive for all services to be rendered by Executive under this
Agreement a base salary at an annual rate of One Hundred Eighty Thousand and
No/100 Dollars ($180,000.00), to be paid consistent with the Company's normal
payroll practices, but not less frequently than in monthly installments. In
addition, Executive and Company (through the Board) will mutually agree upon
performance milestones and an associated bonus structure that will, upon
satisfaction of such performance milestones, enable Executive to earn a
minimum additional amount per year of $20,000.
3.2 Deductions from Compensation. There shall be deducted
from all compensation paid to Executive, all amounts that are required by
applicable laws (federal, state, county or municipal) to be deducted therefrom
by reason of withholding taxes, Social Security contributions and other
requisite governmentally imposed deductions from income of employees.
3.3 Effect of Employment Termination. Except as specifically
provided herein, all rights of Executive to receive compensation pursuant to
this Section 3 shall cease as of the date of Executive's termination of
employment for any reason. Furthermore, the Company shall have the right to
deduct from any accrued compensation due Executive on the date of termination
the amount of any advances of compensation or loans made to Executive or on
Executive's behalf.
3.4 Stock Option Grant. Company shall grant to Executive an
option (the "Option") to acquire such number of shares of the Company's common
stock, par value $0.01 (the "Common Stock"), as is equal to 10% of the
Company's outstanding shares of Common Stock on the Effective Date (after
giving effect to the issuance by the Company of shares of Common Stock
pursuant to that certain Term Sheet dated January 2, 2002 by and between the
Company and Xxxxxx Xxxxxxxx including Executive's Option). 70% of the shares
of Common Stock granted to Executive pursuant to the Option will vest
immediately on the date of grant, 15% of the shares of Common Stock granted to
Executive pursuant to the Option will vest on April 5, 2002 and the remaining
shares of Common Stock granted to Executive pursuant to the Option will vest
on January 5, 2003. The Option will be granted pursuant, and shall be subject,
to the terms and conditions of the Company's 2000 Stock Incentive Plan and the
form of option grant agreement used in connection therewith. The exercise
price of the Option will be equal to the fair market value of the Common Stock
on the date of grant (which the Company anticipates will be approximately
$.057 per share).
4. Fringe Benefits.
4.1 Reimbursement of Expenses. Upon submission of receipts,
invoices, bills, canceled checks or other documentary evidence of the amount
and purpose of expenditures, Executive shall be reimbursed for all
out-of-pocket business expenses reasonably incurred by Executive in the
performance of Executive's duties hereunder. Without limiting the generality
of the foregoing, Company will reimburse Executive for the cost of his monthly
cellular phone service to the extent it is used for Company business.
4.2 Insurance and Executive Benefit Plans. Executive shall be
entitled to participate in any health insurance, life insurance, medical
reimbursement, profit sharing plan or pension plan that is established for the
executives of the Company under the same terms and conditions as are generally
applicable to the participation of the Company's employees in such programs or
plans.
4.3 Vacation. Executive shall be entitled to vacation in
accordance with the Company's standard policies (as they may be modified from
time to time).
4.4 Consulting Fees. Company agrees to pay in full all
unpaid invoices relating to consulting services provided by Executive to
Company prior to the Effective Date, in the aggregate amount of $20,400.
5. Employment Termination. The employment of the Executive by the
Company pursuant to this Agreement shall terminate upon the occurrence of any
of the following:
5.1 Expiration of the Employment Period in accordance with
Section 2;
5.2 At the election of the Company, for Cause, immediately
upon written notice by the Company to Executive. For the purposes of this
Section 5.2, "Cause" for termination shall be deemed to exist upon either (a)
the conviction of Executive of, or the entry of a pleading of guilty or nolo
contendere by Executive to, any crime involving moral turpitude that may
reasonably be expected to have an adverse impact on the Company's reputation
or standing in the community or any felony, or (b) willful misconduct in
connection with Executive's duties, or willful failure to perform his
responsibilities in the best interest of the Company (including, without
limitation, material breach by Executive of this Agreement but not minor
violations of
rules and policies), except in cases involving the mental or physical
incapacity or disability of Executive; provided, however, that the Board may
terminate Executive's employment pursuant to Section 5.2(b) only after the
failure by Executive to correct or cure, or to commence and continue to pursue
the correction or curing of, such refusals within forty-five (45) days after
receipt by Executive of written notice by the Board of each specific claim of
any such misconduct or failure. Executive shall have the opportunity to appear
before the Board to discuss such written notice during such forty-five (45)
day period. "Willful misconduct" and "willful failure to perform" shall not
include action or inaction on the part of Executive which was taken or not
taken in good faith by the Executive;
5.3 Upon the death or thirty (30) days after the disability
of Executive. As used in this Agreement, the term "disability" shall mean the
inability of Executive, due to a physical or mental disability, for a period
of one hundred eighty (180) days, regardless of whether consecutive, during
any 360-day period to perform the services contemplated under this Agreement.
A determination of disability shall be made by a physician satisfactory to
both Executive and the Company, provided that if Executive and the Company do
not agree on a physician, Executive and the Company shall each select a
physician and these two together shall select a third physician, whose
determination as to disability shall be binding on all parties;
5.4 At the election of Executive, upon not less than
forty-five (45) days prior written notice of termination other than for "good
reason". "Good reason" shall include (i) the occurrence of a material breach
of this Agreement by the Company, (ii) a material reduction in the
responsibilities or reporting relationship of Executive, (iii) a relocation of
the Company's principal executive offices to a location outside the
Washington, D.C. metropolitan area or the Company's requiring Executive to be
based anywhere other than the Company's principal executive offices, except
for required travel on the Company's business to an extent substantially
consistent with Executive's present business travel obligations and (iv) a
"Change in Control" which shall mean (a) the sale of all or substantially all
of the assets of the Company, (b) the dissolution or liquidation of the
Company, or (c) any merger, share exchange, consolidation or other
reorganization or business combination of the Company if immediately after
such transaction either (A) persons who were directors of the Company
immediately prior to such transaction do not constitute at least a majority of
the directors of the surviving entity, or (B) persons who hold over 50% of the
voting capital stock of the surviving entity are not persons who held voting
capital stock of the Company immediately prior to such transaction;
5.5 At the election of the Company, otherwise than for cause,
upon not less than sixty (60) days prior written notice of termination;
provided, however, if the termination results from a Change of Control (as
defined in Section 5.4) or an initial public offering by the Company,
Executive shall receive not less than ninety (90) days notice; or
5.6 At the election of Executive for "good reason" upon not
less than sixty (60) days prior written notice of termination.
6. Effect of Termination.
6.1 Termination by the Company for Cause or at the Election of
Executive Other than for Good Reason. In the event Executive's employment is
terminated for cause pursuant to Section 5.2, or at the election of Executive
pursuant to Section 5.4, the Company shall pay to Executive the salary and
benefits otherwise payable to him under Section 4 through the last day of his
actual employment by the Company.
6.2 Termination for Death or Disability. If Executive's employment
is terminated by death or because of disability as determined pursuant to
Section 5.3, the Company shall be obligated to pay Executive or the Estate (as
the case may be) a severance payment in an amount equal to one (1) full year
of his Base Salary in effect as of the effective date of termination to be
paid in accordance with the Company's payroll practices under Section 4.
6.3 Termination at the Election of the Company Other Than For Cause
or Executive for Good Reason. If Executive's employment is terminated pursuant
to Section 5.5 at the election of the Company, otherwise than for cause, or
pursuant to Section 5.6 by Executive for good reason, subject to this Section
6.3, the Company shall be obligated to pay Executive a severance payment in an
amount equal to one (1) full year of his Base Salary in effect as of the
effective date of termination to be paid during each of the six (6) months
following the termination date in equal amounts per month and in accordance
with the Company's payroll practices under Section 4. Executive shall also be
entitled to receive all benefits otherwise to be provided under Section 4.
6.4 Survival. The provisions of Sections 7 and 8 shall
survive the termination of this Agreement..
6.5 Return of Company Property. Upon termination of employment
for any reason whatsoever, Executive shall relinquish and return to the
Company all Company property, records, keys, locks and codes, and shall be
liable to the Company for all expenses, damages and/or losses to the Company
resulting from Executive's failure to return such property. In the event
Executive fails to return all Company property, Executive shall forfeit all
claims to unpaid compensation, without affecting the right of the Company to
enforce any other remedy available to it.
7. Restrictive Covenants; Noncompetition.
7.1 Definitions. For purposes of this Section 7, the
following terms shall have the following meanings, respectively:
7.1.1 "Business" means the business of designing,
developing, and selling modem technology for the third generation wireless
waves ("3G") and providing
technical consulting services regarding the design, development and
implementation of new technology in the wireless mobile communication
industry.
7.1.2 "Confidential Information" means any confidential
or proprietary information, process or idea of Company, including, but not
limited to, marketing plans and techniques, contracts, customer lists, plans
or projections, prospects lists, advertiser lists, supplier lists, customer
sales analyses, cost information, business forms, financial records, research
and development information, price lists, employee information, package
formulations, technical information, information relating to software,
computer program listings, source codes, object codes, design codes and all
other non-public information concerning Company's business. Confidential
Information shall not include information which is disclosed publicly in
published materials or information generally known to the public. In the event
that Executive is not sure whether certain information is Confidential
Information within the scope of this Agreement, Executive will treat that
information as confidential unless informed in writing by Company to the
contrary.
7.1.3 "Entity" means, together and individually, any
individual, firm, association, partnership (general, limited or limited
liability), corporation, limited liability company, group, enterprise,
business, or other person or organization.
7.1.4 "Termination Date" means the date on which
Executive's employment with the Company is terminated pursuant to this
Agreement, for any reason whatsoever.
7.2 Acknowledgment by Executive. Executive acknowledges that
he has developed or will develop specialized knowledge of the Company and the
Business and related markets and has had or will have access to Confidential
Information. Executive recognizes that the Company would be irreparably harmed
and its business severely impaired if Executive were to apply Executive's
specialized knowledge and establish or re-establish Executive in the Business
or related markets, either on Executive's own behalf or in conjunction with
another Entity, in competition with the Company in violation of the terms of
this Agreement or if Executive were to disclose in violation of this
Agreement, or make unauthorized use of, any Confidential Information.
Accordingly, Executive expressly acknowledges that Executive is voluntarily
entering into this Agreement and that the terms and conditions of this
Agreement (and this Section 7 in particular) are fair and reasonable to
Executive in all respects.
7.3 Noncompetition. Executive covenants and agrees that while
employed by the Company and during the one (1) year period immediately
following the Termination Date, Executive shall NOT (except with the prior
written consent of the Board) directly or indirectly own, manage, operate,
join, purchase, organize (or take preparatory steps for the organization of),
build, control, finance, acquire, or lease, invest in, participate in the
ownership, management, operation, control or financing of, or be connected
with (as an officer, director, employee, partner, principal, manager, member,
agent, representative, associate, consultant, investor, advisor or otherwise),
any Entity (other than the Company) anywhere in the world that is
engaged in any activity that is the same as, substantially similar to or
otherwise competitive with any aspect of the Business or any proposed activity
that the Company has made good faith plans to engage in as of the Termination
Date. This Section shall not apply to Executive's ownership of less than five
percent (5%) of the securities of any publicly held corporation.
7.4 Nonsolicitation. Executive covenants and agrees that
while employed by the Company and during the one (1) year period immediately
following the Termination Date, Executive shall NOT, on Executive's own behalf
or as an agent or employee of, as a contractor to, as a consultant for, or
otherwise on behalf of or in conjunction with any Entity (whether as
proprietor, partner, shareholder, or otherwise), directly or indirectly
(through another person or Entity) intentionally induce or attempt to induce
any customers, suppliers, contractors, officers, employees or agents of any
kind of the Company to terminate their respective relationships with the
Company or to take action that would be an interference with the business of
the Company.
7.5 Confidentiality.
7.5.1 Executive covenants and agrees that Executive
shall NOT (except with the prior written consent of the Board or except if
Executive is acting as an employee of the Company solely for the benefit of
the Company in connection with the Company's business and in accordance with
the Company's business practices and employee policies) at any time during or
following the term of Executive's employment by the Company directly or
indirectly disclose, divulge, reveal, report, publish, transfer or use, for
any purpose whatsoever, any Confidential Information.
7.5.2 Executive acknowledges and agrees that any
information and materials received by the Company from third parties in
confidence (or subject to non-disclosure or similar covenants) shall be deemed
to be and shall be Confidential Information for purposes of this Agreement.
7.6 Ownership and Return of Information.
7.6.1 Executive covenants and agrees that all notes,
data, tapes, reference items, sketches, drawings, memoranda, files, papers,
specifications, records, documents, drawings, charts, reports, and similar
items and materials containing Confidential Information or otherwise relating
to the business of the Company (including, without limitation, copies or other
reproductions and whether in tangible form or contained on computer disks or
electronic or other media), whether prepared by Executive or otherwise coming
into Executive's possession or control, shall at all times remain the
exclusive property of the Company. Executive agrees to promptly turn over to
the Company all such materials in Executive's possession or under Executive's
control at the request of the Company or, in the absence of such a request,
upon the termination of Executive's employment with the Company, and that
Executive shall not make or retain in or on any media any copies,
reproductions synopses, compilations, summaries or abstracts thereof.
7.6.2 Executive agrees that Executive shall not, by
virtue of Executive's association with the Company, acquire any rights in any
Confidential Information, good will or other assets or properties of the
Company, whether tangible or intangible, and whether or not created by
Executive. If Executive should be vested with any such rights by operation of
law or otherwise, Executive agrees to assign the same to the Company, without
further consideration, immediately upon the Company's request.
7.7 Developments.
7.7.1 Executive will promptly disclose to the Company
(or any persons designated by it) all processes, formulas, data, computer
programs, software and documentation, know-how, improvements, discoveries,
developments, designs, algorithms, inventions, techniques, strategies and new
products, whether or not patentable or registrable under copyright or similar
statutes, made or conceived or reduced to practice or learned by Executive,
either alone or jointly with others, during the period of Executive's
employment that are related to or useful in the Business, result from tasks
assigned to Executive by the Company, or result from the use of premises
and/or resources owned, leased, or contracted for by the Company (all such
processes, formulas, data, computer programs, software and documentation,
know-how, improvements, discoveries, developments, designs, algorithms,
inventions, techniques, strategies and new products are hereinafter referred
to as "Inventions"). Executive will also promptly disclose to Executive, and
the Company hereby agrees to receive all such disclosures in confidence, all
other discoveries, developments, designs, improvements, inventions, formulas,
processes, techniques, programs, strategies, know-how, and data, whether or
not patentable or registrable under copyright or similar statutes, made or
conceived or reduced to practice or learned by Executive, either alone or
jointly with others, during the period of Executive's employment for the
purposes of determining whether they constitute "Inventions," as defined
above.
7.7.2 Executive agrees that all Inventions shall be the
sole property of the Company and its assigns, and the Company and its assigns
shall be the sole owners of all patents, copyrights, and other rights in
connection therewith. Executive hereby assigns to the Company any rights
Executive may have or acquire in such Inventions. Executive further agrees as
to all such Inventions to assist the Company in every proper way, to obtain
and from time to time enforce patents, copyrights, and other rights and
protections relating to said Inventions in any and all countries, and to that
end Executive will execute all documents for use in applying for and obtaining
such patents, copyrights, and other rights and protections on and enforcing
such Inventions, as the Company may desire, together with any assignments
thereof to the Company or persons designated by it. Executive's obligation to
assist the Company in obtaining and enforcing patents, copyrights, and other
rights and protections relating to such Inventions in any and all countries
shall continue beyond the termination of Executive's employment or retention,
but the Company shall compensate Executive at a reasonable rate after
termination for time actually spent by Executive at the Company's request on
such assistance. In the event the Company is unable, after reasonable effort,
to secure Executive's signature on any document or documents needed to apply
for or prosecute any patent, copyright, or other right of protection relating
to an Invention, whether because of Executive's physical or mental incapacity
or for any
other reason whatsoever, Executive hereby irrevocably designates and appoints
the Company and its duly authorized officers and agents as Executive's agent
and attorney-in-fact, to act for and on behalf of Executive to execute and
file any such application or applications and to do all other lawfully
permitted acts to further the prosecution and issuance of patents, copyrights,
or similar protections thereon with the same legal force and effect as if
executed by Executive.
7.8 Distinct Covenants. The covenants contained in this
Section 7 shall be construed as if each covenant is divided into separate and
distinct covenants, and each such covenant shall constitute separate and
several covenants distinct from all other such covenants.
7.9 Remedies. Executive expressly acknowledges that (a) the
covenants and restrictions contained herein are necessary, fundamental and
required for the protection of the Company's business, (b) such covenants
relate to matters that are of special, unique and extraordinary character that
gives each of such covenants a special, unique and extraordinary value, and
(c) a breach of any of such covenants or any other provision of this Agreement
will result in irreparable harm and damages to the Company which would be very
difficult to determine and which cannot be adequately compensated by monetary
award. Accordingly, the Company, in addition to and not to the exclusion of
any monetary award or other rights and remedies at law or in equity to which
the Company may be entitled and in addition to all other rights and remedies
provided for in this Agreement shall be entitled, as a matter of right, to
injunctive relief and specific performance, with respect to any actual or
threatened breach by Executive of any such covenants. In any legal or
equitable proceeding arising out of this Agreement (including to enforce or
interpret this Agreement), in the event that Company prevails in such
proceeding, Executive shall pay to the Company, all of the Company's costs and
expenses (including, without limitation, reasonable attorneys' fees) incurred
by the Company in connection with such proceeding.
7.10 Severability. If any provision of this Section 7 shall be
held by a court of competent jurisdiction to be excessively broad as to
geographical area, duration, activity or subject, it shall be deemed to extend
only over the maximum geographical area, duration, activity and/or subject as
to which such provision shall be valid and enforceable under applicable law.
8. Executive's Representations. Executive hereby represents and
warrants to the Company that there are not now operative and in force any
employment agreements, contracts, other instruments or other restrictions of
any nature to which Executive is a party or by which Executive is bound that
restrict, limit, prevent, prohibit or make unlawful the execution by Executive
of this Agreement, or the performance by Executive of any or all of the
obligations, covenants and duties herein specified, or the Company's
employment of Executive in accordance herewith.
9. Arbitration. Except with respect to any equitable remedies, any
controversy or claim arising out of or in any way relating to this Agreement,
the performance of the parties under this Agreement, the termination of this
Agreement or the breach of this Agreement, shall be settled by arbitration in
the Washington, DC metropolitan area, in accordance with the
procedures (the "Procedures") of the American Arbitration Association (the
"AAA"), and judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof. The parties agree that any
controversy or claim subject to arbitration will be submitted to a single
arbitrator selected from the panels of arbitrators of the AAA in accordance
with the Procedures unless some other method is agreed to by the parties to
this Agreement. Additionally, the discovery provisions of the Federal Rules of
Civil Procedures ("Rules") then in effect shall apply in any such arbitration
and the arbitrator is hereby directed to enforce such Rules. The losing party
in any such arbitration shall pay the prevailing party's legal fees and costs
as well as the costs of the arbitration. The foregoing agreement to arbitrate
shall be specifically enforceable.
10. Survival. Sections 6, 7, 8, 9 and 10 of this Agreement
expressly survive any termination of this Agreement and/or Executive's
employment by Company.
11. Non-Assignability by Executive. Executive shall have no right
to assign this Agreement or any of Executive's rights or obligations hereunder
to another party or parties.
12. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland applicable to
contracts executed and to be performed therein.
13. Non-Waiver of Breach. No failure of either party to exercise
any power, right or remedy given such party hereunder, or to insist upon the
strict compliance by the other party of any obligation, covenant, term,
condition, warranty or agreement hereunder, and no custom or practice at
variance with the terms hereof, shall constitute a waiver of such party's
right to demand exact compliance with the terms hereof.
14. Notices. Any notice, request, consent, approval, waiver or
other communication which may be or is required or permitted to be given under
this Agreement shall not be effective unless the same is in writing and is
delivered in person, or sent by registered or certified mail, return receipt
requested, first-class postage prepaid, to the addresses of the party first
set forth on the signature page hereof. Any party may change the address to
which notice must be given by giving notice of such change of address to the
other party in accordance with this Section 14. Time periods shall commence on
the date of hand delivery or proper mailing, as the case may be.
15. Entire Agreement; Amendments. This Agreement contains all of
the agreements and understandings between the parties hereto with respect to
the employment of Executive by the Company, and no oral agreements or written
correspondence shall be held to affect the provisions hereof. Neither this
Agreement nor any provision hereof may be amended, modified, changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the amendment, modification, change,
waiver, discharge or termination is sought.
16. Partial Invalidity. Should any part of this Agreement for any
reason be declared or held invalid or unenforceable, such invalidity or
unenforceability shall not affect the validity
and enforceability of any remaining portion, which remaining portion shall
remain in force and effect as if this Agreement had been executed with the
invalid or unenforceable portion thereof eliminated. In lieu of any such
invalid, illegal or unenforceable provision, the parties hereto intend that
there shall be added as part of this Agreement a provision as similar in terms
to such invalid, illegal or unenforceable provision as may be possible and be
valid, legal and enforceable.
17. Burden and Benefit. This Agreement is binding upon, and inures
to the benefit of the Company, its successors and assigns, and Executive and
his heirs, executors, administrators, personal and legal representatives.
18. Number and Gender. Where text requires, words in the singular
shall be deemed to include the plural and vice-versa, and words of any gender
shall be deemed to include all genders.
[Signatures on following page]
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer, and Executive has
hereunto set his hand, all done as of the day and year hereinabove first
written.
COMPANY:
NeoReach, Inc.
/s/ XXX MIN
-------------------------
By: Xxx Min
President
EXECUTIVE:
/s/ XXXX XXXXXX
--------------------------
Xxxx Xxxxxx
