EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September
2nd, 1997, by and between OneLink Communications, Inc., a Minnesota corporation
(the "Company"), and Xxxx Xxxxxx, an individual resident of the State of
Minnesota ("Executive").
WHEREAS, the Company wishes to employ Executive to render services for the
Company on the terms and conditions set forth in this Agreement, and Executive
wishes to be retained and employed by the Company on such terms and conditions.
NOW, THEREFORE, in consideration of the premises and the respective
undertakings of the Company and Executive set forth below, the Company and
Executive agree as follows:
1. Employment. The Company hereby employs Executive, and Executive accepts
such employment and agrees to perform services for the Company, for the period
and upon the other terms and conditions set forth in this Agreement.
2. Term. Unless terminated at an earlier date in accordance with Section 9
of this Agreement, the term of Executive's employment hereunder shall be for a
period of two (2) years, commencing on the date of this Agreement. Thereafter,
the term of this Agreement shall be automatically extended for successive one
(1) year periods unless either party objects to such extension by written notice
to the other party at least sixty (60) days prior to the end of the initial term
or any extension term.
3. Position and Duties.
3.01 Service with Company. During the term of this Agreement,
Executive agrees to perform such reasonable employment duties as the Board of
Directors of the Company shall assign to him from time to time. Executive shall
have the title of President and Chief Executive Officer and shall report
directly to the Board of Directors. Executive also agrees to serve, for any
period for which he is elected, as a director of the Company, any committee of
the Board and as an officer and/or director of any subsidiary of the Company;
provided, however, that Executive shall not be entitled to any additional
compensation for serving as such a director, committee member or an officer.
3.02 Performance of Duties. Executive agrees to devote his
full time, attention and efforts to the business and affairs of the Company
during the term of this Agreement. Executive represents to the Company that he
is under no contractual commitments inconsistent with his obligations set forth
in this Agreement, and that during the term of this Agreement, he will not
render or perform services for any other corporation, firm, entity or person
which are inconsistent with the provisions of this Agreement, except with the
prior written consent of the Board of Directors of the Company.
4. Compensation.
4.01 Base Salary. As base compensation for all services to be
rendered by Executive under this Agreement during the initial term of this
Agreement (unless earlier terminated as provided herein), the Company shall pay
to Executive a base salary of twelve thousand five hundred dollars ($12,500) per
month, which salary shall be paid in accordance with the Company's normal
payroll procedures and policies. The salary payable to Executive during each
subsequent year during the term of this Agreement shall be established by the
Company's Board of Directors following an annual performance review, but in no
event shall the salary for any subsequent year be less than the salary in effect
for the prior year.
4.02 Incentive Compensation. In addition to the base salary
described in Section 4.01, for the initial term of this Agreement, Executive
shall be eligible for an annual cash bonus of up to 50% of Executive's annual
base salary payable within 90 days following the anniversary date of this
Agreement on the condition that Executive successfully achieves certain
milestones for the progress and development of the Company and its services as
determined by the sole discretion of the Board of Directors of the Company.
These milestones shall be determined by the mutual agreement of Executive and
the Board of Directors within the first sixty (60) days of the term of this
Agreement and may be adjusted by mutual agreement of the Executive and the Board
of Directors. Notwithstanding the foregoing, one half of the first year's bonus
equal to $37,500 shall be paid to the Executive on February 28, 1998 if
Executive is employed on that date, without regard to the achievement of any
performance criteria.
4.03 Participation in Benefit Plans. Executive shall also be
entitled to participate in all employee benefit plans or programs (including
vacation time, and health, life and disability insurance) of the Company to the
extent that his position, title, tenure, salary, age, health and other
qualifications make him eligible to participate. Commencing on the date hereof
and on each anniversary of this Agreement during the term of the Agreement, the
Executive shall accrue two weeks' vacation, which shall be taken during the
following year. The Company does not guarantee the adoption or continuance of
any particular employee benefit plan or program during the term of this
Agreement, and Executive's participation in any such plan or program shall be
subject to the provisions, rules and regulations applicable thereto.
Notwithstanding the foregoing, the Company shall pay 100% of the premium cost
associated with participation by the Executive, his spouse and other dependents
in a health plan. Until such time as the Executive commences participation in a
Company sponsored health plan, the Executive shall either maintain continuation
coverage under his prior employer's health plan or an individual health plan as
agreed to by the Executive and the Company.
4.04 Expenses. The Company will pay or reimburse Executive for
all reasonable and necessary out-of-pocket expenses incurred by him in the
performance of his duties under this Agreement, subject to the presentment of
appropriate vouchers in accordance with the Company's normal policies for
expense verification. These expenses shall include, but not be limited to,
reasonable industry association membership dues, portable phone, computer
equipment and reasonable entertainment expenses. Company shall, in addition, pay
Executive $450 per month to cover all costs associated with a private automobile
selected by Executive, including, but not limited to, lease costs, gas, repairs,
general maintenance and insurance.
4.05 Initial Stock Option. Concurrently with the execution
of this Agreement, the Company shall issue to Executive an option to purchase
shares of the Company's common stock at an exercise price of $1.00 per share as
follows:
(a) Up to 200,000 shares, the option for which shall vest at a
rate of 50,000 shares per year on the anniversary of the date
of this Agreement and shall vest immediately in the event of a
Change in Control as defined in Section 10.04, if Executive is
employed by the Company on such dates; and
(b) Up to 200,000 shares, the option for which shall vest on the
tenth anniversary of this Agreement or earlier upon the
occurrence of the following events:
(i) 50,000 shares immediately upon the end of the first
quarter in which the Company experiences an operating
profit;
(ii) 50,000 shares immediately upon the end of the second
of successive quarters in which the Company
experiences an operating profit;
(iii) 50,000 shares immediately upon the end of the first
fiscal year in which the Company experiences an
operating profit after the occurrence of the first
two vesting events; and
(iv) 50,000 shares immediately upon the end of the second
of successive fiscal years in which the Company
experiences an operating profit.
The option shall qualify as an incentive stock option under the Internal Revenue
Code, shall be evidenced by a written stock option agreement to be prepared by
the Company and shall be issued pursuant to and in accordance with the terms and
conditions of the Company's Amended and Restated 1994 Stock Option Plan.
4.06 Additional Stock Options. In addition to the options
granted pursuant to Section 4.05, Executive shall be eligible to participate in
the Company's stock option plans, in accordance with the terms and conditions of
those plans. It is the intent of the Company, solely at the discretion of the
Board of Directors, to consider additional grants of stock options to Executive
from time to time, based on the Executive's performance, the performance of the
Company and the Company's capital needs.
5. Indemnification. The Company will indemnify the Executive (and his legal
representative or other successors) to the fullest extent permitted (including
payment of expenses in advance of final disposition of the proceeding) by the
laws of the State of Minnesota, as in effect at the time of the subject act or
omission, or the Articles of Incorporation and By-Laws of the Company as in
effect at such time or on the date of this Agreement, whichever affords or
afforded greater protection to the Executive; and the Executive shall be
entitled to the protection of any insurance policies the Company may elect to
maintain generally for the benefit of its directors and officers, against all
costs, charges and expenses whatsoever incurred or sustained by him or his legal
representatives in connection with any action, suit or proceeding to which he
(or his legal representative or other successors) may be made a party by reason
of his being or having been a director, officer or employee of the Company or
any of its subsidiaries or his serving or having served any other enterprise as
a director, officer or employee at the request of the Company.
6. Confidential Information. Except as permitted or directed by the
Company's Board of Directors, during the term of this Agreement or at any time
thereafter, Executive shall not divulge, furnish or make accessible to anyone or
use in any way (other than in the ordinary course of the business of the
Company) any confidential or secret knowledge or information of the Company
which Executive has acquired or become acquainted with or will acquire or become
acquainted with prior to the termination of the period of his employment by the
Company, whether developed by Executive or by others, concerning any trade
secrets, confidential or secret designs, processes, formulae, plans, devices or
material (whether or not patented or patentable) directly or indirectly useful
in any aspect of the business of the Company, any customer or supplier lists of
the Company, any confidential or secret development or research work of the
Company, or any other confidential information or secret aspects of the business
of the Company. Executive acknowledges that the above-described knowledge or
information constitutes a unique and valuable asset of the Company and
represents a substantial investment of time and expense by the Company, and that
any disclosure or other use of such knowledge or information other than for the
sole benefit of the Company would be wrongful and would cause irreparable harm
to the Company. The foregoing obligations of confidentiality, however, shall not
apply to any knowledge or information which (i) is or becomes available to the
public other than as a result of disclosure by Executive, (ii) was available to
Executive on a nonconfidential basis prior to the disclosure to Executive by the
Company or (iii) becomes available to Executive on a nonconfidential basis from
a source other than the Company or its representatives.
7. Ventures. If, during the term of this Agreement, Executive is engaged in
or associated with the planning or implementing of any project, program or
venture involving the Company and a third party or parties, all rights in such
project, program or venture shall belong to the Company. Except as formally
approved by the Company's Board of Directors, Executive shall not be entitled to
any interest in such project, program or venture or to any commission, finder's
fee or other compensation in connection therewith other than the salary to be
paid to Executive as provided in this Agreement.
8. Noncompetition Covenant.
8.01 Agreement Not to Compete. Executive agrees that, during
the period of his employment by the Company and for a period of one (1) year
after the termination of such employment (whether such termination is with or
without "cause," or whether such termination is occasioned by Executive or the
Company), he shall not, directly or indirectly, within the United States:
a. be employed by or provide advice or consulting services to, or
participate in (as owner, partner, stockholder, member,
venturer, director, governor, or the like) any business
engaged in the invention, design, development, marketing,
selling, distributing and/or manufacturing of products or
services that compete with products or services which are, at
the time of termination of this Agreement, (i) provided by the
Company to its customers, (ii) under development by the
Company, or (iii) under active negotiation by the Company to
purchase the rights for from another company;
b. solicit or recruit any individual employed by the Company for
the purpose of being employed by Executive or by any entity
on whose behalf he is acting as an agent, representative or
employee; or
c. influence or attempt to influence customers, suppliers, or
vendors of the Company or parties with which the Company does
business, to divert their business away from the Company.
8.02 Geographic Extent of Covenant. The obligations of
Executive under Section 8.01 shall apply to each and every state of the United
States of America.
8.03 Limitation on Covenant. Ownership by Executive, as a
passive investment, of less than five percent (5%) of the outstanding shares of
capital stock of any corporation listed on a national securities exchange or
publicly traded in the over-the-counter market shall not constitute a breach of
this Section 8.
8.04 Indirect Competition. Executive further agrees that,
during the term of this Agreement, he will not, directly or indirectly, assist
or encourage any other person in carrying out, directly or indirectly, any
activity that would be prohibited by the above provisions of this Section 8 if
such activity were carried out by Executive, either directly or indirectly; and
in particular Executive agrees that he will not, directly or indirectly, induce
any employee of the Company to carry out, directly or indirectly, any such
activity.
9. Patent and Related Matters.
9.01 Disclosure and Assignment. Executive will promptly
disclose in writing to the Company complete information concerning each and
every invention, discovery, improvement, device, design, apparatus, practice,
process, method, service, program or product, whether patentable or not, made,
developed, perfected, devised, conceived or first reduced to practice by
Executive, either solely or in collaboration with others, during the term of
this Agreement, whether or not during regular working hours, relating either
directly or indirectly to the business, products, practices, services, programs
or techniques of the Company (hereinafter referred to as "Developments").
Executive, to the extent that he has the legal right to do so, hereby
acknowledges that any and all of said Developments are the property of the
Company and hereby assigns and agrees to assign to the Company any and all of
Executive's right, title and interest in and to any and all of such
Developments.
9.02 Limitation on Section 9.01. The provisions of Section
9.01 shall not apply to any Development meeting the following conditions:
(a) such Development was developed entirely on
Executive's own time, and
(b) such Development was made without the use of any
Company equipment, supplies, facility or trade secret
information; and
(c) such Development does not relate (i) directly to the
business of the Company, or (ii) to the Company's
actual or demonstrably anticipated research or
development, and
(d) such Development does not result from any work
performed by Executive for the Company.
9.03 Assistance of Executive. Upon request and without further
compensation therefor, but at no expense to Executive, and whether during the
term of this Agreement or thereafter, Executive will do all lawful acts,
including, but not limited to, the execution of papers and lawful oaths and the
giving of testimony, that in the opinion of the Company, its successors and
assigns, may be necessary or desirable in obtaining, sustaining, reissuing,
extending and enforcing United States and foreign patents, including but not
limited to, design patents, on any and all of such Developments, and for
perfecting, affirming and recording the Company's complete ownership and title
thereto, and to cooperate otherwise in all proceedings and matters relating
thereto.
9.04 Records. Executive will keep complete, accurate and
authentic accounts, notes, data and records of all Developments, except those
detailed in Section 9.02 above, in the manner and form requested by the Company.
Such accounts, notes, data and records shall be the property of the Company,
and, upon its request, Executive will promptly surrender same to it or, if not
previously surrendered upon its request or otherwise, Executive will surrender
the same, and all copies thereof, to the Company upon the conclusion of his
employment.
9.05 Obligations, Restrictions and Limitations. Executive
understands that the Company may enter into agreements or arrangements with
agencies of the United States Government, and that the Company may be subject to
laws and regulations which impose obligations, restrictions and limitations on
it with respect to inventions and patents which may be acquired by it or which
may be conceived or developed by employees, consultants or other agents
rendering services to it. Executive agrees that he shall be bound by all such
obligations, restrictions and limitations applicable to any such invention
conceived or developed by him during the term of this Agreement and shall take
any and all further action which may be required to discharge such obligations
and to comply with such restrictions and limitations.
10. Termination.
10.01 Grounds for Termination. This Agreement shall terminate
prior to the expiration of the initial term set forth in Section 2 or any
extension thereof in the event that at any time during such initial term or any
extension thereof:
(a) Executive dies, or
(b) Executive becomes disabled (as defined below), or
(c) The Board of Directors of the Company elects to
terminate this Agreement for "cause" and notifies
Executive in writing of such election, or
(d) The Board of Directors of the Company elects to
terminate this Agreement without "cause" and notifies
Executive in writing of such election, or
(e) Executive elects to terminate this Agreement and
notifies the Company in writing of such election; or
(f) Executive elects to terminate this Agreement: (i) as
a result of a material breach by the Company of the
terms of this Agreement provided the Executive,
within thirty (30) days of such breach, gives written
notice to the Company describing in reasonable detail
such breach and the Company has failed to cure such
breach within thirty (30) days of such notice, or
(ii) at any time after 30 days following a "Change in
Control" as defined in Section 10.04.
If this Agreement is terminated pursuant to subsection (a) or (b) of this
Section 10.01, such termination shall be effective immediately. If this
Agreement is terminated pursuant to subsection (c), (d), (e) or (f) of this
Section 10.01, such termination shall be effective thirty (30) days after
delivery of the notice of termination.
10.02 "Cause" Defined.
(a) Executive has breached the provision of Section 6, 8
or 9 of this Agreement in any material respect, or
(b) Executive has engaged in willful and material
misconduct, or the willful and material failure to
perform Executive's duties as an officer or employee
of the Company (including as a result of Executive's
use of narcotics, liquor or illicit drug) and has
failed to "cure" such default within thirty (30) days
after receipt of written notice of default from the
Company, or
(c) Executive has committed fraud, misappropriation or
embezzlement in connection with the Company's
business, or
(d) Executive has been convicted or has pleaded nolo
contendere to felony criminal conduct.
In the event that the Company terminates Executive's
employment for "cause" pursuant to subsection 10.01(c) and Executive objects in
writing to the Board's determination that there was proper "cause" for such
termination within twenty (20) days after Executive is notified of such
termination, the matter shall be resolved by arbitration in accordance with the
provisions of Section 11.01. If Executive fails to object to any such
determination of "cause" in writing within such twenty (20) day period, he shall
be deemed to have waived his right to object to that determination. If such
arbitration determines that there was not proper "cause" for termination, such
termination shall be deemed to be a termination pursuant to subsection 10.01(d)
and Executive's sole remedy shall be to receive the wage continuation benefits
contemplated by Section 10.07.
10.03 "Disability" Defined. As used in this Agreement,
Executive shall be deemed "disabled" if Executive suffers or incurs any disease,
injury or other physical or mental impairment or disorder which constitutes a
long-term disability under the disability income insurance policy then being
provided by the Company for Executive, or if no such policy is in force, by a
qualified physician selected by the Company and approved by the Executive or a
member of his immediate family.
10.04 "Change in Control" Defined. As used in this Agreement,
"Change in Control" shall mean a change in control which would be required to be
reported in response to item 6(e) on Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
whether or not the Company is then subject to such reporting requirement,
including, without limitation, if:
(a) any person (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act, including any affiliate or associate as
defined in Rule 12(b)-2 under the Exchange Act of such person,
other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or
any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company)
becomes a "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of
the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities; or
(b) less than a majority of the Board of Directors is comprised
of the individuals described below; or
(c) the stockholders of the Company approve a definitive agreement
to merge or consolidate the Company with or into another
corporation or other enterprise in which the holders of
outstanding stock of the Company entitled to vote in elections
of directors immediately before such merger or consolidation
hold less than 80% of the voting power of the survivor of such
merger or consolidation or its parent, or approve a plan of
liquidation; or
(d) at least 80% of the Company's assets are sold and transferred
to another corporation or other enterprise that is not a
subsidiary, direct or indirect, or other affiliate of the
Company.
"Board of Directors" shall, for purposes of Section 10.04, mean individuals who
on the date hereof constituted the Board of the Company, and any new director
who subsequently was elected or nominated for election by a majority of the
individuals who on the date hereof constituted the Board of Directors and those
individuals, if any, who were previously elected or nominated as provided for in
this paragraph.
10.05 Effect of Termination. Notwithstanding any termination
of this Agreement, Executive, in consideration of his employment hereunder to
the date of such termination, shall remain bound by the provisions of this
Agreement which specifically relate to periods, activities or obligations upon
or subsequent to the termination of Executive's employment.
10.06 Surrender of Records and Property. Upon termination of
his employment with the Company, Executive shall deliver promptly to the Company
all records, manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, reports, data, tables, calculations or copies thereof, in whatever
form maintained, including but not limited to electronic media, which are the
property of the Company or which relate in any way to the business, products,
services, practices or techniques of the Company, and all other property, trade
secrets and confidential information of the Company, including, but not limited
to, all documents which in whole or in part contain any trade secrets or
confidential information of the Company, which in any of these cases are in his
possession or under his control. This provision does not apply to records,
documents, etc., covering solely Developments described in Section 9.02 above.
10.07 Wage Continuation. If Executive's employment by the
Company is terminated by the Company pursuant to subsections 10.01(a), 10.01(b)
or 10.01(d) or by the Executive pursuant to subsection 10.01(f), the Company
shall continue to pay to Executive or his estate his then current base salary
(less any payments received by Executive from any disability income insurance
policy provided to him by the Company) and shall continue to provide health,
life and disability insurance benefits for Executive to the extent required by
law (except when Executive's employment is terminated pursuant to subsection
10.01(a)) through the earlier of (a) the date that Executive has obtained other
full-time employment, or (b) twelve (12) months from the date of termination of
employment. If this Agreement is terminated pursuant to subsection 10.01(c) or
10.01(e) or pursuant to Section 2, Executive's right to base salary and benefits
shall immediately terminate, except as may otherwise be required by applicable
law.
11. Settlement of Disputes.
11.01 Arbitration. Except as provided in Section 11.02, any
claims or disputes of any nature between the Company and Executive arising from
or related to the performance, breach, termination, expiration, application, or
meaning of this Agreement or any matter relating to Executive's employment and
the termination of that employment by the Company shall be resolved exclusively
by arbitration to be held in Minneapolis, Minnesota in accordance with the
applicable rules then obtaining of the American Arbitration Association. The
parties shall select a mutually acceptable single arbitrator to resolve the
dispute or if they fail or are unable to do so, each side shall within the
following ten (10) business days select a single arbitrator and the two so
selected shall select a third arbitrator within the following ten (10) business
days. The fees of the arbitrator(s) and other costs incurred by Executive and
the Company in connection with such arbitration, including without limitation,
the reasonable attorneys fees of the prevailing party, shall be paid by the
party who is unsuccessful in such arbitration.
The decision of the arbitrator(s) shall be final and binding
upon both parties. Judgment of the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. In the event of submission of
any dispute to arbitration, each party shall, not later than thirty (30) days
prior to the date set for hearing, provide to the other party and to the
arbitrator(s) a copy of all exhibits upon which the party intends to rely at the
hearing and a list of all persons each party intends to call at the hearing.
11.02 Resolution of Certain Claims - Injunctive Relief.
Section 11.01 shall have no application to claims by the Company asserting a
violation of Section 6, 8, 9 or 10.06 or seeking to enforce, by injunction or
otherwise, the terms of Section 6, 8, 9 or 10.06. Such claims may be maintained
by the Company in a lawsuit subject to the terms of Section 11.03. Executive
agrees that, in addition to, but not to the exclusion of any other available
remedy, the Company shall have the right to enforce the provisions of Sections
6, 8, 9 and 10.06 by applying for and obtaining temporary and permanent
restraining orders or injunctions from a court of competent jurisdiction without
the necessity of filing a bond therefor, and the Company shall be entitled to
recover from the Executive its reasonable attorneys' fees and costs in enforcing
the provisions of Section 6, 8, 9 or 10.06.
11.03 Venue. Any action at law, suit in equity, or judicial
proceeding arising directly, indirectly, or otherwise in connection with, out
of, related to or from this Agreement or any provision hereof, shall be
litigated only in the courts of the state of Minnesota, County of Hennepin.
Executive waives any right the Executive may have to transfer or change the
venue of any litigation brought against Executive by the Company.
11.04 Severability. To the extent any provision of this
Agreement shall be invalid or unenforceable, it shall be considered deleted
herefrom and the remainder of such provision and of this Agreement shall be
unaffected and shall continue in full force and effect. In furtherance and not
in limitation of the foregoing, should the duration or geographical extent of,
or business activities covered by, any provision of this Agreement be in excess
of that which is valid and enforceable under applicable law, then such provision
shall be construed to cover only that duration, extent or activities which may
validly and enforceably be covered. Executive acknowledges the uncertainty of
the law in this respect and expressly stipulates that this Agreement be given
the construction which renders its provisions valid and enforceable to the
maximum extent (not exceeding its express terms) possible under applicable law.
12. Miscellaneous.
12.01 Governing Law. This Agreement is made under and shall
be governed by and construed in accordance with the laws of the state of
Minnesota.
12.02 Prior Agreements. This Agreement contains the entire
agreement of the parties relating to the employment of Executive by the Company
and the ancillary matters discussed herein and supersedes all prior agreements
and understandings with respect to such matters, and the parties hereto have
made no agreements, representations or warranties relating to such employment or
ancillary matters which are not set forth herein.
12.03 Withholding Taxes. The Company may withhold from any
benefits payable under this Agreement all federal, state, city or other taxes as
shall be required pursuant to any law or governmental regulation or ruling.
12.04 Amendments. No amendment or modification of this
Agreement shall be deemed effective unless made in writing and signed by the
both Executive and the Company.
12.05 No Waiver. No term or condition of this Agreement shall
be deemed to have been waived, nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.
12.06 Assignment. This Agreement shall not be assignable, in
whole or in part, by either party without the written consent of the other
party.
12.07 Counterparts. This Agreement may be simultaneously
executed in any number of counterparts, and such counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.
12.08 Captions and Headings. The captions and paragraph
headings used in this Agreement are for convenience of reference only, and shall
not affect the construction or interpretation of this Agreement or any of the
provisions hereof.
IN WITNESS WHEREOF, Executive and the Company have executed this
Agreement as of the date set forth in the first paragraph.
ONELINK COMMUNICATIONS, INC.
By
Xxxxxx Xxxxxxxxxxxx,
Chairman of the Board
Xxxx Xxxxxx
