EXHIBIT 10.05
EMPLOYMENT AGREEMENT
THIS AGREEMENT ("Agreement"), dated as of November __, 1997, between
CONSOLIDATION CAPITAL CORPORATION, a Delaware corporation (the "Company"), and
Xxxxxxxx X. Xxxxxxx, a resident of the District of Columbia (the "Executive").
W I T N E S S E T H:
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WHEREAS, the Company wishes to secure the services of the Executive
and the Executive wishes to furnish such services to the Company pursuant to the
terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and obligations hereinafter set forth, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Employment: Term. The Company hereby agrees to employ the
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Executive, and the Executive hereby agrees to enter into such employment, as
Chairman and Chief Executive Officer of the Company, for the period commencing
on the date of the closing of the Company's initial public offering (the
"Commencement Date") and ending one year from the Commencement Date, unless
terminated sooner pursuant to Section 5 hereof. The initial one year term shall
be extended for additional successive periods of one year each, on the same
terms and conditions contained herein, unless ninety (90) days prior written
notice is given by the Company of its intention to terminate the term of this
Agreement without cause. For purposes hereof, the period of Executive's
employment hereunder is referred to as the "Term."
2. Duties and Extent of Services.
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(a) During the Term, the Executive shall serve as Chairman and Chief
Executive Officer of the Company with such duties and responsibilities as are
consistent with such positions, and shall so serve faithfully and to the best of
his ability, under the direction and supervision of the Company's Board of
Directors (the "Board").
(b) The Executive shall serve as a Director of the Company and hold
such other positions and executive offices of the Company and/or of any of the
Company's subsidiaries or affiliates as may from time to time be authorized by
the Board, provided that each such position shall be commensurate with the
Executive's standing in the business community as Chairman and Chief Executive
Officer of the Company. The Executive shall not be entitled to any compensation
other than the compensation provided for herein for serving during the Term as a
Director of the Company or in any other office or position of the Company, or
any of its subsidiaries or affiliates, unless the Board shall have specifically
approved such additional compensation.
(c) The executive shall devote the substantial majority of his
business time, attention and efforts to his duties hereunder, except when
necessary to fulfill his fiduciary obligations as Chairman of U.S. Office
Products Company, non-executive chairman of U.S.A. Floral Products, Inc., non-
executive chairman of U.S. Leasing, Inc. and an investor or director in Unison
Partners, Inc. The Executive agrees that he will not be employed by any other
entity or serve as Chairman of the Board, co-Chairman of the Board, or non-
executive Chairman of the Board of any other entity during the term of this
Agreement, except as specified in the preceding sentence. The Executive shall
diligently perform to the best of his ability all of the duties required of him
as Chairman and Chief Executive Officer of the Company, and in the other
positions or offices of the Company or its subsidiaries or affiliates required
of him hereunder. The Executive shall faithfully adhere to, execute and fulfill
all policies established by the Company. Notwithstanding the foregoing
provisions of this Section, the Executive may participate in charitable, civic,
political, social, trade, or other non-profit organizations to the extent such
participation does not materially interfere with the performance of his duties
hereunder, and may serve as a non-management director of business corporations
(or in a like capacity in other for-profit organizations) so long as it does not
materially interfere with the Executive's obligations hereunder.
3. Compensation
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(a) Base Salary. Effective as of November 1, 1997, the Company
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shall pay the Executive a base salary (the "Base Salary") equal to seven hundred
and fifty thousand dollars ($750,000) per year, payable on a regular basis in
accordance with the Company's regular payroll policies in effect from time to
time, but not less frequently than monthly. On at least an annual basis, the
Board will review the Executive's performance and may make increases to such
Base Salary if, in its sole discretion, any such change is warranted.
(b) Incentive Bonus. The Company will develop a written Incentive
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Bonus Plan (the "Bonus Plan") setting forth the criteria under which the
Executive and other officers and key employees of the Company will be eligible
to receive year-end incentive bonus compensation. The Bonus Plan will provide
for the Executive to earn up to 100% of his Base Salary in bonus compensation,
payable out of a bonus pool determined by the Board or a compensation committee
thereof. Subject to the provisions of Section 3(e) hereof, such bonus payments
shall be made to the Executive as soon as practicable after the end of each
calendar year during the Term.
(c) Employee Stock Purchase Plan. The Executive shall be entitled to
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participate in the Company's 1997 Employee Stock Purchase Plan in accordance
with the terms set forth therein.
(d) 1997 Long-Term Incentive Plan. The Executive shall be entitled to
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participate in the Company's 1997 Long-Term Incentive Plan in accordance with
the terms set forth therein.
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(e) Deferral. The Executive may elect to defer payment of all or any
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part of the incentive bonus compensation amount payable in accordance with
Section 3(b) hereof with respect to any calendar year during the Term, by giving
the Company written notice thereof not later than June 30 of such year.
Additionally, in the event that in respect of any fiscal year of the Company any
amount of Base Salary, incentive bonus compensation or any other amount payable
to the Executive hereunder or otherwise, shall, either alone or in combination
with other amounts payable hereunder or otherwise, result in a payment by the
Company that shall not be currently deductible by it pursuant to the provisions
of Section 162(m) of the Internal Revenue Code, as amended, or like or successor
provisions (a "Non-Deductible Amount"), the Company may elect to defer the
payment of the Non-Deductible Amount. Any amounts, so deferred, either
by election of the Executive or by election of the Company, shall be credited to
a bookkeeping account in the name of the Executive as of the date scheduled for
payment hereunder or invested in a brokerage account at the election of the
Executive. If not invested in a brokerage account, such amounts shall be
credited with interest as of each June 30 during the term of deferral,
compounded annually, at a rate per annum equal to the annual rate of interest
announced by Citibank, N.A. in New York, New York as its base rate in effect on
such June 30, but in no event shall such rate exceed 9%. The entire amount
credited to such bookkeeping account shall be paid to the Executive on a date to
be chosen by the Company, but in no event later than the first anniversary of
the termination of the Executive from employment with the Company.
(f) Car Allowance. The Executive shall receive a monthly car
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allowance of $750 during the Term of this Agreement.
4. Benefits.
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(a) Standard Benefits. During the Term, the Executive shall be
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entitled to participate in any and all benefit programs and arrangements now in
effect and hereinafter adopted and generally made available by the Company to
its senior officers, including but not limited to, 4 weeks of paid vacation
during each year of the Term in accordance with the policies and procedures of
the Company as in effect from time to time for its senior officers, pension
plans, contributory and non-contributory Company welfare and benefit plans,
disability plans, and medical, death benefit and life insurance plans for which
the Executive shall be eligible, or may become eligible during the Term.
(b) Expense Reimbursement. The Company agrees to reimburse the
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Executive for all reasonable and necessary travel, business entertainment and
other business out-of-pocket expenses incurred or expended by him in connection
with the performance of his duties hereunder upon presentation of proper expense
statements or vouchers or such other supporting information as the Company may
reasonably require of the Executive.
(c) Other Executive Perquisites. The Company shall provide the
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Executive with other executive perquisites as may be available to or deemed
appropriate for the Executive by the Board or a compensation committee thereof.
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5. Termination. This Agreement and the Executive's employment with
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the Company may be terminated in any one of the following ways:
(a) Death. In the event of the death of the Executive during the
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Term, this Agreement shall automatically terminate, and the Company shall have
no further obligations hereunder except as provided in Section 5(g) below.
(b) Disability. In the event of the "permanent disability" (as
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hereinafter defined) of the Executive during the Term, the Company shall have
the right, upon written notice to the Executive, to terminate the Executive's
employment hereunder, effective upon the giving of such notice (or such later
date as shall be specified in such notice). In the event of such termination,
and subject to the provisions of Section 5(h) below, the Company shall have no
further obligations hereunder, except that the Executive shall be entitled to be
paid his Base Salary under Section 3(a) hereof for a period of two (2) years
from the effective date of termination; provided, however, that the Company
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shall only be required to pay that amount of the Executive's Base Salary which
shall not be covered by long-term disability payments, if any, to the Executive.
In addition, upon termination for permanent disability, the Executive shall
continue to participate in any and all pension, insurance and other benefit
plans and programs of the Company during the period the Executive is continuing
to receive his Base Salary. Thereafter, the Executive's rights to participate
in such programs and plans, or to receive similar coverage, if any, shall be as
determined under such programs. For purposes of this Section, "permanent
disability" means any disability as defined under the Company's applicable
disability insurance policy or, if no such policy is available, any physical or
mental disability or incapacity that renders the Executive incapable of
performing the services required of him in accordance with his obligations under
Section 2 hereof for a period of four (4) consecutive months or for shorter
periods aggregating six (6) months during any twelve-month period.
(c) Cause. The Company shall have the right, upon ten (10) days'
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written notice to the Executive, to terminate the Executive's employment under
this Agreement for "Cause" (as hereinafter defined), effective upon the giving
of such notice (or such later date as shall be specified in such notice), and
the Company shall have no further obligations hereunder, except to pay the
Executive any amounts otherwise payable pursuant to Section 5(g) below. The
Executive's right to participate in any of the Company's retirement, insurance
and other benefit plans and programs shall be as determined under such programs
and plans. For purposes of this Agreement, "Cause" means:
(i) fraud, embezzlement or gross insubordination on the part of
the Executive or material breach by the Executive of his obligations
under Sections 6 or 7 hereof;
(ii) a material breach of, gross negligence with respect to,
or the willful failure or refusal by the Executive to perform and
discharge, his duties, responsibilities or obligations under this Agreement
(other than under Sections 6 and 7 hereof, which shall be governed by
clause (i) above, and other than by reason of disability or death) that is
not corrected within ten (10) days following written notice thereof to the
Executive by the
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Company, such notice to state with specificity the nature of the breach,
failure or refusal; provided that if such breach, failure or refusal cannot
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reasonably be corrected within ten (10) days of written notice thereof,
correction shall be commenced by the Executive within such period and may
be corrected within a reasonable period thereafter;
(iii) conviction of, or the entry of a plea of nolo contendere
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by, the Executive of any felony; or
(iv) illegal drug use or alcohol abuse by the Executive.
(d) Without Cause. The Company shall have the right, upon thirty (30)
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days' written notice given to the Executive, to terminate this Agreement for any
reason whatsoever. In the event of a termination without cause, the Executive
shall be entitled (i) to receive from the Company an amount equal to two times
his Base Salary at the rate then in effect plus any bonus he received during the
previous year for whatever time period is remaining under the Term of this
Agreement, payable in a single lump sum at the time of termination without
cause, and (ii) to participate in all pension, insurance and other benefit plan
programs or arrangements on terms identical to those applicable to other senior
officers of the Company. In the event this Agreement is terminated pursuant to
this Section 5(g), the Executive shall be released from his obligations under
Section 6 or Section 7 hereof and all Options previously granted to the
Executive that have not yet vested shall immediately vest and be exercisable.
(e) By Executive. The Executive shall have the right, exercisable at
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any time during the Term, to terminate this Agreement for any reason whatsoever,
upon three (3) months written notice to the Company. In such event, and other as
provided by the terms of Section 5(g) below, the Company shall have no further
obligations hereunder and the Executive shall not be entitled to receive any
severance compensation.
(f) Effect of Termination. Upon the termination of the Executive's
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employment hereunder for any reason, the Company shall have no further
obligations hereunder, except as otherwise provided herein. The Executive,
however, shall continue to have the obligations provided in Sections 6 and 7
hereof, except as otherwise provided herein.
(g) General Provisions. Upon termination of this Agreement for any
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reasons provided above, the Executive (or his estate or personal representative,
as applicable) shall be entitled to receive all compensation earned and all
benefits and reimbursements accrued and due through the effective date of
termination. Without limiting the generality of the foregoing, all Options
granted to the Executive shall immediately vest and be exercisable upon any
termination of this Agreement, other than a termination pursuant to Section 5(c)
or Section 5(e) hereof. Additional compensation subsequent to termination, if
any, will be due and payable to the Executive only to the extent and in the
manner expressly provided above. In the event that the Executive secures
employment with another entity during the period that any payment is continuing
pursuant to the provisions of this Section 5, the
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amounts to be paid hereunder shall be reduced by the amount of the Executive's
earnings from such other employment.
6. Confidentiality. The Executive acknowledges that, by reason of
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his employment by the Company, he will have access to confidential information
of the Company and its subsidiaries and affiliates, including, without
limitation, information and knowledge pertaining to products, inventions,
discoveries, improvements, innovations, designs, ideas, trade secrets,
proprietary information, manufacturing, packaging, advertising, distribution and
sales methods, sales and profit figures, customer and client lists and
relationships between the Company, any of its subsidiaries or affiliates and
dealers, distributors, sales representatives, wholesalers, customers, clients,
suppliers and others who have business dealings with them ("Confidential
Information"). The Executive acknowledges that such Confidential Information is
a valuable and unique asset of the Company and its subsidiaries and affiliates
and covenants that, both during and after the Term, he will not disclose any
Confidential Information to any person (except as his duties as an employee of
the Company may require) without the prior written authorization of the Board.
The obligation of confidentiality imposed by this Section 6 shall not apply to
Confidential Information that otherwise becomes generally known in the industry
or to the public through no act of the Executive in breach of this Agreement or
any other party in violation of an existing confidentiality agreement with the
Company or any subsidiary or affiliate or which is required to be disclosed by
court order or applicable law.
7. Covenant Not to Compete.
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(a) Scope of Covenant. The Executive agrees that during the Term and
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for a period equal to the longer of (i) one (1) year commencing upon the
expiration or termination of the Executive's employment hereunder (for any
reason whatsoever) or (ii) the period during which the Executive is entitled to
receive and is receiving any payment pursuant to Section 5 hereof, the Executive
shall not, directly or indirectly, for himself or on behalf of or in conjunction
with any other person, persons, company, partnership, corporation or business of
whatever nature, without the prior written consent of the Company:
(i) engage, as an officer, director, shareholder, owner, partner,
joint venturer, or in a managerial capacity, whether as an employee,
independent contractor, consultant or advisor, or as a sales
representative, in any business selling any products or services in direct
competition with the Company within 100 miles of the principal executive
offices or the principal operations of the Company (the "Territory");
(ii) call upon any person who is at that time, or who was at any
time within one (1) year prior to that time, an employee of the Company
(including the respective subsidiaries thereof) in a managerial capacity
for the purpose or with the intent of enticing such employee away from or
out of the employ of the Company (including the respective subsidiaries
thereof), provided that the Executive shall be permitted to call upon and
hire any member of his immediate family;
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(iii) call upon any person or entity which is, at that time, or
which has been, within one (1) year prior to that time, a customer of the
Company (including the respective subsidiaries thereof) within the
Territory for the purpose of soliciting or selling products or services in
direct competition with the Company (including the respective subsidiaries
thereof) within the Territory; or
(iv) call upon any prospective acquisition candidate, on the
Executive's own behalf or on behalf of any competitor, which candidate was
either called upon by the Company (including the respective subsidiaries
thereof) or for which the Company (including the respective subsidiaries
thereof) made an acquisition analysis, for the purpose of acquiring such
entity;
provided, however, that nothing in this Section 7(a) shall be construed to
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preclude the Executive from making any investments in the securities of any
business enterprise whether or not engaged in competition with the Company or
any of its subsidiaries, to the extent that such securities are actively traded
on a national securities exchange or in the over-the-counter market in the
United States or on any foreign securities exchange; and provided further,
however, that nothing shall preclude the Executive from serving as the Chairman
of U.S. Office Products Company, the non-executive Chairman of U.S.A. Floral
Products, the non-executive Chairman of U.S. Leasing, Inc. and an investor or
director in Unison Partners, Inc.
(b) Reasonableness. It is agreed by the parties that the foregoing
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covenants in this Section 7 impose a reasonable restraint on the Executive in
light of the activities and business of the Company (including the Company's
subsidiaries) on the date of the execution of this Agreement and the current
plans of the Company (including the Company's subsidiaries); but it is also the
intent of the Company and the Executive that such covenants be construed and
enforced in accordance with the changing activities, business and locations of
the Company (including the Company's other subsidiaries) throughout the term of
this covenant.
(c) Severability. The covenants in this Section 7 are severable and
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separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of competent
jurisdiction shall determine that the scope, time or territorial restrictions
set forth are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent which the court deems reasonable,
and this Agreement shall thereby be reformed.
(d) Enforcement by the Company not Limited. All of the covenants in
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this Section 7 shall be construed as an agreement independent of any other
provision in this Agreement, and the existence of any claim or cause of action
of the Executive against the Company, whether predicated in this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
such covenants. It is specifically agreed that the period of one (1) year
stated at the beginning of this Section 7, during which the agreements and
covenants of the Executive made in this Section 7
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shall be effective, shall be computed by excluding from such computation any
time during which the Executive is in violation of any provision of this Section
7.
(e) Change of Relevant Law. Notwithstanding any of the foregoing, if
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any applicable law shall reduce the time period during which the Executive shall
be prohibited from engaging in any competitive activity described in Section
7(a) hereof, the period of time for which the Executive shall be prohibited from
engaging in competitive activities pursuant to Section 7(a) hereof shall be the
maximum time permitted by law. However, in the event that the time period
specified by Section 7(a) shall be so reduced, then, notwithstanding the
provisions of Section 5 hereof, the Executive shall be entitled to receive from
the Company his Base Salary at the rate then in effect solely for the longer of
(i) the time period during which the provisions of Section 7(a) shall be
enforceable under the provisions of such applicable law, or (ii) the time period
during which the Executive is not engaging in any competitive activity, but in
no event longer than the term provided in Section 5.
8. Specific Performance. The Executive acknowledges that the
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services to be rendered by the Executive are of a special, unique and
extraordinary character and, in connection with such services, the Executive
will have access to confidential information vital to the Company's business and
the business of the Company's subsidiaries and affiliates. By reason of this,
the Executive consents and agrees that if the Executive violates any of the
provisions of Section 6 or 7 hereof, the Company and its subsidiaries and
affiliates would sustain irreparable injury and that monetary damages would not
provide adequate remedy to the Company or any of its subsidiaries or affiliates.
Therefore, the Executive hereby agrees that the Company and any affected
subsidiary and affiliate shall be entitled to have Sections 6 or 7 hereof,
specifically enforced (including, without limitation, by injunctions and
restraining orders) by any court having equity jurisdiction. Nothing contained
herein shall be construed as prohibiting the Company or any of its subsidiaries
or affiliates from pursuing any other remedies available to it for such breach
or threatened breach, including the recovery of damages from the Executive.
9. Deductions and Withholding. The Executive agrees that the
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Company or its subsidiaries or affiliates, as applicable, shall withhold from
any and all compensation paid to and required to be paid to the Executive
pursuant to this Agreement, all Federal, state, local and/or other taxes which
the Company determines are required to be withheld in accordance with applicable
statutes or regulation from time to time in effect and all amounts required to
be deducted in respect of the Executive's coverage under applicable employee
benefit plans. For purposes of this Agreement and calculations hereunder, all
such deductions and withholdings shall be deemed to have been paid to and
received by the Executive.
10. No Conflicts. The Executive hereby represents and warrants to
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the Company that his execution, delivery and performance of this Agreement and
any other agreement to be delivered pursuant to this Agreement will not (a)
require the consent, approval or action of any other person or (b) violate,
conflict with or result in the breach of any of the terms of, or constitute (or
with notice or lapse of time or both, constitute) a default under, any
agreement, arrangement or
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understanding with respect to the Executive's employment to which the Executive
is a party or by which the Executive is bound or subject including, without
limitation, any non-competition or non-disclosure provisions in agreements to
which the Executive is or was a party. The Executive hereby agrees to indemnify
and hold harmless the Company and its directors, officers, employees, agents,
representatives, subsidiaries and affiliates (and each such subsidiary's and
affiliate's directors, officers, employees, agents and representatives) from and
against any and all losses, liabilities or claims (including interest, penalties
and attorneys' fees, disbursements and related charges) based upon or arising
out of the Executive's breach of any of the foregoing representations and
warranties.
The Executive has provided to the Company a copy of his Amended and
Restated Employment Agreement with U.S. Office Products Company, the terms of
which are hereby acknowledged and agreed to by the Company.
11. Complete Agreement. This Agreement is not a promise of future
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employment. This Agreement embodies the entire agreement of the parties with
respect to the Executive's employment, compensation, perquisites and related
items and supersedes any other prior oral or written agreements, arrangements or
understandings between the Executive and the Company or any of its subsidiaries
or affiliates, and any such prior agreements, arrangements or understandings are
hereby terminated and of no further effect. This Agreement may not be changed
or terminated orally but only by an agreement in writing signed by the parties
hereto.
12. Waiver. The waiver by the Company of a breach of any provision
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of this Agreement by the Executive shall not operate or be construed as a waiver
of any subsequent breach by him. The waiver by the Executive of a breach of any
provision of this Agreement by the Company shall not operate or be construed as
a waiver of any subsequent breach by the Company.
13. Governing Law; Jurisdiction.
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(a) This Agreement shall be subject to, and governed by, the laws of
the State of Delaware.
(b) Any action to enforce any of the provisions of this Agreement
shall be brought in a local or federal court within the District of Columbia.
The Parties consent to the jurisdiction of such court and to the service of
process in any manner provided by District of Columbia law. Each party
irrevocably waives any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding brought in such court
and any claim that such suit, action or proceeding brought in such court has
been brought in an inconvenient forum and agrees that service of process in
accordance with the foregoing sentences shall be deemed in every respect
effective and valid personal service of process upon such party.
(c) Assignability. This obligations of the Executive may not be
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delegated and, except with respect to the designation of beneficiaries in
connection with any of the benefits payable to the Executive hereunder, the
Executive may not, without the Company's written consent thereto,
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assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of
this Agreement or any interest herein. Any such attempted delegation or
disposition shall be null and void and without effect. The Company and the
Executive agree that this Agreement and all of the Company's rights and
obligations hereunder may be assigned or transferred by the Company to and shall
be assumed by and be binding upon any successor to the Company. The term
"successor" means, with respect to the Company or any of its subsidiaries, any
corporation or other business entity which, by merger, consolidation, purchase
of the assets or otherwise acquires all or a material part of the assets of the
Company.
15. Severability. If any provision of this Agreement of any part
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thereof, including, without limitation, Sections 6 and 7 hereof, as applied to
either party or to any circumstances shall be adjudged by a court of competent
jurisdiction to be void or unenforceable, the same shall in no way affect any
other provision of this Agreement or remaining part thereof, which shall be
given full effect without regard to the invalid or unenforceable part thereof,
or the validity or enforceability of this Agreement.
If any court construes any of the provisions of Sections 6 or 7
hereof, or any part thereof, to be unreasonable because of the duration of such
provision or the geographic scope thereof, such court may reduce the duration or
restrict or redefine the geographic scope of such provision and enforce such
provision so reduced, restricted or redefined.
16. Notices. All notices to the Company or the Executive permitted
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or required hereunder shall be in writing and shall be delivered personally, by
telecopier or by courier service providing for next-day delivery or sent by
registered or certified mail, return receipt requested, to the following
addresses:
If to the Company:
Consolidation Capital Corporation
0000 Xxxxxxxxxxxx Xxxxxx, X.X
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn: General Counsel
Fax: (202)
With a required copy to:
Xxxxxx, Xxxxx & Xxxxxxx LLP
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
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If to the Executive:
Xxxxxxxx X. Xxxxxxx
0000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Fax: (202)
Either party may change the address to which notices shall be sent by sending
written notice of such change of address to the other party. Any such notice
shall be deemed given, if delivered personally, upon receipt; if telecopied,
when telecopied; if sent by courier service providing for next-day delivery, the
next business day following deposit with such courier service; and if sent by
certified or registered mail, three days after deposit (postage prepaid) with
the U.S. mail service.
17. Section Headings. The section headings contained in this
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Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
18. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
CONSOLIDATION CAPITAL CORPORATION
__________________________________
By:
Its:
EXECUTIVE
__________________________________
Xxxxxxxx X. Xxxxxxx
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