EXHIBIT 10.3
Employment Agreement
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and
among XXXXX X. XXXXXXX, an individual residing in the State of Florida whose
social security number is _________ (the "Employee"); Xstream Beverages Group,
Inc., a Nevada corporation ("Xstream" Xstream and the Employee being sometimes
hereinafter collectively to as the "Parties" or generically as a "Party".
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Parties, intending to be legally bound, hereby agree as
follows:
Witnesseth:
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ARTICLE ONE
TERM, RENEWALS, EARLIER TERMINATION
1.1 TERM
Subject to the provisions set forth herein, the term of the Employee's
employment hereunder shall be deemed to have commenced as of February 1, 2002
and shall continue until December 31, 2005.
1.2 RENEWALS
(a) This Agreement shall be renewed automatically, after expiration of the
original term, on a continuing annual basis, unless the Party wishing
not to renew this Agreement provides the other Party with written
notice of its election not to renew ("Termination Election Notice") on
or before the 30th day prior to termination of the then current term.
(b) In the event that in conjunction with a renewal of this Agreement, a
Party desires a modification of the terms of this Agreement that are
not of general application (e.g., the provisions pertaining to salary,
commissions, etc.), then:
(1) Such Party shall provide the other with a written notice
specifying the requested modifications (the "Modification
Request Notice") on or before the 45th day prior to
termination of the then current term which;
Please Initial: Xstream : ____ The Employee: ___
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(2) If the modifications specified in the Modifications Request
Notice are accepted in writing by the other Party prior to
expiration of the then current term, the Modifications Request
Notice shall be deemed a written amendment to this Agreement,
effective as of the first day of the new renewal term;
(3) If the Party receiving the Modifications Request Notice finds
the proposed modifications unacceptable, it may initiate
negotiations to reach compromise modifications with the Party
providing the Modifications Request Notice, which must be
concluded and reflected in a written amendment to this
Agreement prior to the end of the then current term, failing
which, the provisions of Section 1.2(B)(4) will be deemed in
effect;
(4) If the modifications specified in the Modifications Request
Notice are not accepted in writing by the other Party prior to
expiration of the then current term, the Modifications Request
Notice shall be deemed a Notice of Termination and this
Agreement will expire effective as of the close of business on
the last day of the then current term.
1.3 EARLIER TERMINATION
Xstream shall have the right to terminate this Agreement prior to the
expiration of its Term or of any renewals thereof:
(a) For Cause:
(1) Xstream may terminate the Employee's employment under this
Agreement at any time for cause.
(2) Such termination shall be evidenced by written notice thereof
to the Employee, which notice shall specify the cause for
termination.
(3) For purposes hereof, the term "cause" shall mean:
(A) The inability of the Employee, through sickness or
other incapacity, to discharge his duties under this
Agreement for 90 or more consecutive days or for a
total of 180 or more days out of a period of 270
days;
(B) The failure of the Employee to abide by the
directions of Xstream's board of directors;
(C) Dishonesty; theft; insubordination or conviction of a
crime;
(D) Material default in the performance of the Employee's
obligations, services
Please Initial: Xstream : ____ The Employee: ___
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or duties required under this Agreement (other than
due to illness) or material breach of any provision
of this Agreement, which default or breach has not
been completely remedied within five days after
written notice of such default or breach.
(b) Deterioration or Discontinuance of Business:
(1) In the event that Xstream discontinues operating its business,
this Agreement shall terminate as of the last day of the month
on which it ceases operation with the same force and effect as
if such last day of the month were originally set as the
termination date hereof; provided, however, that a
reorganization or merger of Xstream shall not be deemed a
termination of its business.
(c) Death:
This Agreement shall terminate immediately on the death of the
Employee; however, all accrued compensation at such time shall be promptly paid
to the Employee's estate.
(d) Options:
If within 120 days of execution of this Agreement, the Agreement is
terminated by either party either with or without cause, then in that event all
stock options granted to the Employee as more fully in Article III shall be null
and void.
If this Agreement is terminated either with or without cause after 60
days following execution, then all options granted to the Employee hereunder
shall be fully vested.
1.4 SEVERANCE PAYMENTS AND ALTERNATIVES TO TERMINATION
In the event this Agreement is terminated for reasons other than for
cause as described in Section 1.3(a)(3)(b) or (c) above, the Employee shall be
entitled to receive:
(A) All salaries and reimbursements earned through the date of
termination;
(B) Pay to the Employee an amount equal to the greater of 200% of the
Employee's then prevailing salary or the remaining compensation due under this
Agreement whichever is less;
(C) Continue to provide the Employee with those medical, life and
disability insurance benefits, if any, which are provided to the Employee as of
the last date of employment and continue for a period of one year following the
last date of employment with the Xstream;
(D) The Employee shall have the right to exercise all stock options,
warrants and other rights
Please Initial: Xstream : ____ The Employee: ___
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to acquire Common Stock or other securities of the Company granted to the
Employee by the Company prior thereto for the greater of the Noncompete Period
(as defined below) or, with respect to such options, warrants or rights the
remaining period to exercise said options or warrants
1.5 FINAL SETTLEMENT
Upon termination of this Agreement the Employee or the Employee's
representative shall ex ecute and deliver to Xstream on a form prepared by
Xstream, a release of all claims except such claims as may have been submitted
pursuant to the terms of this Agreement and which remain unpaid, and, shall
forthwith tender to Xstream all records, manuals and written procedures, as may
be desired by it for the continued conduct of its business.
ARTICLE TWO
SCOPE OF EMPLOYMENT
2.1 RETENTION
Xstream hereby hires the Employee and the Employee hereby accepts such
employment, in accordance with the terms, provisions and conditions of this
Agreement.
2.2 GENERAL DESCRIPTION OF DUTIES
The Employee shall perform the duties generally associated with
overseeing the operations of the Company including but not limited to developing
a business plan, investigating prospective acquisition candidates, oversee
operations in each targeted company, recommend to the board a prospective
budget, oversee human resource needs to the extent required to integrate various
operating subsidiaries and such other matters as may reasonably be directed by
the Board of Directors.
2.3 STATUS
(A) The Employee shall serve as its CHIEF EXECUTIVE OFFICER and serve as a
member of Xstream's board of directors.
(B) The Employee shall oversee all operational issues related to the
ongoing business needs of the Company. The Employee shall at all times
be accountable to the Company's Board of Directors. The Employee is
expected to work a minimum of 35 hours per week and devote his full
time and attention to the operations of the Company. However, nothing
shall prohibit the Employee from engaging in charitable and civic
activities and managing his personal passive investments, provided that
such passive investments are not in a company which competes in a
business similar to that of the Company's business.
Please Initial: Xstream : ____ The Employee: ___
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(C) The Employee hereby represents and warrants to Xstream that he is
subject to no legal, self regulatory organization (e.g., National
Association of Securities Dealers, Inc.'s bylaws) or regulatory
impediments to the provision of the services called for by this
Agreement, or to receipt of the compensation called for under this
Agreement or any supplements thereto; and, the Employee hereby
irrevocably covenants and agrees to immediately bring to the attention
of Xstream any facts required to make the foregoing representation and
warranty continuingly accurate throughout the term of this Agreement,
or any supplements or extensions thereof.
2.4 EXCLUSIVITY
(a) Unless specifically authorized by this Agreement or is otherwise
authorized by Xstream's board of directors, on a case by case basis, in
writing, all of the Employee's business time shall be devoted
exclusively to the affairs of Xstream.
(b) Without limiting the generality of the foregoing, the Employee
covenants to perform the employment duties called for hereby in good
faith, devoting substantially all business time, energies and abilities
thereto and will not engage in any other business or commercial
activities for any person or entity without the prior written consent
of Xstream.
2.5 LIMITATIONS ON SERVICES
(a) The Parties recognize that certain responsibilities and obligations are
imposed by federal and state securities laws and by the applicable
rules and regulations of stock exchanges, the National Association of
Securities Dealers, Inc., in-house "due diligence" or "compliance"
departments of Licensed Securities Firms, etc.; accordingly, the
Employee agrees that he will not:
(1) Release any financial or other material information or data
about Xstream without the prior written consent and approval
of Xstream's General Counsel or Securities Counsel;
(2) Conduct any meetings with financial analysts without informing
Xstream's General Counsel and board of directors in advance of
the proposed meeting and the format or agenda of such meeting.
(a) In any circumstances where the Employee is describing the securities of
Xstream to a third party, the Employee shall disclose to such person
any compensation received from Xstream to the extent required under any
applicable laws, including, without limitation, Section 17(b) of the
Securities Act of 1933, as amended.
(b) In rendering his services, the Employee shall not disclose to any third
party any confidential
Please Initial: Xstream : ____ The Employee: ___
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non-public information furnished by Xstream or otherwise obtained by it with
respect to
Xstream, except on a need to know basis, and in such case, subject to
appropriate assurances that such information shall not be used,
directly or indirectly, in any manner that would violate state or
federal prohibitions on xxxxxxx xxxxxxx of Xstream's securities.
(c) The Employee shall not take any action which would in any way adversely
affect the reputation, standing or prospects of Xstream or Xstream or
which would cause Xstream to be in violation of applicable laws.
ARTICLE THREE
COMPENSATION
3.1 COMPENSATION
As consideration for the Employee's services to Xstream the Employee
shall be entitled to the following compensation:
The Employee's salary during the first year of this agreement shall be
$150,000 (the "Base Salary"). The Base Salary shall be increased by ten percent
per annum (10%) in each of the subsequent years of employment. shall receive an
annual base salary of $150,000. In addition to the Base Salary, the Employee
shall be entitled to receive such bonuses as may be determined by the Company's
Board of Directors. The Base Salary shall be payable in accordance with the
Company's customary payroll practices and procedures and shall be prorated for
any partial year during the Term.
3.2 BENEFITS
(A) The Employee shall be entitled to any benefits generally made available
to all other employees including without limitation medical, disability
and life insurance plans and programs established by the Company
subject however to any eligibility requirements and other provisions of
such plans. The Employee shall also be entitled to receive such fringe
benefits as may be generally provided by the Company from time to time
to its employees, in accordance with the policies of the Company in
office from time to time. Th Company will also attempt to secure for
the Employee and other members of the Board of Directors, directors and
officers insurance in an amount deemed reasonable by the Board of
Directors.
(B) If deemed appropriate under the circumstances by Xstream's board of
directors, an expense allowance in an amount established from time to
time by Xstream's board of directors for traveling, telephone and other
direct business expenses required in connection with the performance of
the Employee's duties hereunder, the amount of the allowance being
limited to actual expenditures verified and documented as required by
Xstream for audit purposes, for tax deduction purposes and in order to
assure compliance with applicable laws and regulations; provided that,
without the prior consent of Xstream's stockholders, such expense
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allowance may not exceed $1,000 during any consecutive 30 day period.
(C) The Employee shall be entitled to four (4) weeks paid vacation
annually, to be take at such time(s) as shall not, in the reasonable
judgment of the Company's Board of Directors, interfere with the
fulfillment of the Employee's duties under this Agreement. The Employee
shall be entitled to as many holidays, sick days and personal days as
are generally provided from time to time to its employees in accordance
with the Company's policies in effect from time to time.
(D) The Employee shall be entitled to receive an automobile allowance in an
amount of $1,000 per month, which amount may be applied by the Company
toward the leasing of an automobile by the Company for the Employee, or
may be given directly to the Employee to reimburse the Employee for the
purchase or lease of an automobile, as the parties may agree. In
addition, the Company shall pay or reimburse the Employee for all
reasonable trave, entertainment, and other expenses incurred by him in
connection with the performance of his duties hereunder in accordance
with the policies and procedures established by the Board of Directors.
(E) Upon execution of this Agreement by both parities, the Company shall
grant to the Employee incentive stock options subject to the following
terms and conditions:
(a) Upon execution of this Agreement, the Employee shall be
granted an option to purchase 3 million shares at $1.75 per
share.
(b) Employee shall also be entitled to additional stock options
based upon the Company's performance.
(a) If during calendar year 2002 the Company's gross
sales are greater than $2.5 million but less than $6
million, Employee shall be granted an option to
purchase 500,000 shares of common stock at $1.75.
(b) If during calendar year 2002 the Company's gross
sales are greater than $6 million Employee shall be
granted an option to purchase 1 million, shares of
common stock at $1.75 per share.
(c) If during calendar year 2003 the Company's gross
sales are greater than $8 million but less than $15
million, Employee shall be granted an option to
purchase 500,000 shares of common stock at $1.75 per
shares.
(d) If during calendar year 2003 the Company's gross
sales are greater than $15 million Employee shall be
granted an option to purchase 1 million shares of
common stock at $1.75 per shares.
Please Initial: Xstream : ____ The Employee: ___
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(e) If during calendar year 2004 the Company's gross
sales are greater than $22 million but less than $35
million, Employee shall be granted an option to
purchase 500,000 shares of common stock at $1.75 per
shares.
(f) If during calendar year 2004 the Company's gross
sales are greater than $22 million Employee shall be
granted an option to purchase one million shares of
common stock at $1.75 per shares.
All options to be granted hereunder shall contain a cashless exercise
provision in the sole and absolute discretion of the Board of Directors.
3.3 INDEMNIFICATION
Xstream will defend, indemnify and hold the Employee harmless from all
liabilities, suits, judgments, fines, penalties or disabilities, including
expenses associated directly, therewith (e.g. legal fees, court costs,
investigative costs, witness fees, etc.) resulting from any reasonable actions
taken by him in good faith on behalf of Xstream, its affiliates or for other
persons or entities at the request of the board of directors of Xstream, to the
fullest extent legally permitted, and in conjunction therewith, shall assure
that all required expenditures are made in a manner making it unnecessary for
the Employee to incur any out of pocket expenses; provided, however, that the
Employee permits the majority stockholders of Xstream to select and supervise
all personnel involved in such defense and that the Employee waive any conflicts
of interest that such personnel may have as a result of also representing
Xstream, its stockholders or other personnel and agrees to hold them harmless
from any matters involving such representation, except such as involve fraud or
bad faith.
ARTICLE FOUR
SPECIAL COVENANTS
4.1 CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-COMPETITION
During the term of this Agreement, all renewals thereof and for a
period of two years after its termination, the Employee hereby irrevocably
agrees to be bound by the following restrictions, which constitute a material
inducement for Xstream's entry into this Agreement:
(a) Because the Employee will be developing for Xstream, making use of,
acquiring and/or adding to, confidential information of special and
unique nature and value relating to such matters as Xstream's trade
secrets, systems, procedures, manuals, confidential reports,
Please Initial: Xstream : ____ The Employee: ___
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personnel resources, strategic and tactical plans, advisors, clients,
investors and funders; as material inducement to the entry into this
Agreement by Xstream, the Employee hereby covenants and agrees not to
personally use, divulge or disclose, for any purpose whatsoever,
directly or indirectly, any of such confidential information during the
term of this Agreement, any renewals thereof, and for a period of two
years after its termination.
(b) The Employee hereby covenants and agrees to be bound as a fiduciary of
Xstream, as if the Employee were a partner in a partnership bound by
the partnership opportunities doctrine, as such concept has been
judicially and legislatively developed in the State of Florida, and
consequently, without the prior written consent of Xstream, on a
specific, case by case basis, the Employee shall not, among other
things, directly or indirectly:
(1) Engage in any activities, whether or not for profit,
competitive with Xstream's business.
(2) Solicit or accept any person providing services to Xstream,
whether as an employee, consultant or independent contractor,
for employment or provision of services.
(3) Induce any client or customer of Xstream to cease doing
business with Xstream or to engage in business with any person
engaged in business activities that compete with Xstream's
business.
(4) Divert any business opportunity within the general scope of
Xstream's business and business capacity, to any other person
or entity.
4.2 SPECIAL REMEDIES
In view of the irreparable harm and damage which would undoubtedly
occur to Xstream as a result of a breach by the Employee of the covenants or
agreements contained in this Article Four, and in view of the lack of an
adequate remedy at law to protect Xstream's interests, the Employee hereby
covenants and agrees that Xstream shall have the following additional rights and
remedies in the event of a breach hereof:
(a) In addition to and not in limitation of any other rights, remedies or
damages available to Xstream, whether at law or in equity, it shall be
entitled to a permanent injunction in order to prevent or to restrain
any such breach by the Employee, or by the Employee's partners, agents,
representatives, servants, employers, employees, affiliates and/or any
and all persons directly or indirectly acting for or with him and the
Employee hereby consents to the issuance of such a permanent
injunction; and
(b) Because it is impossible to ascertain or estimate the entire or exact
cost, damage or injury which Xstream may sustain prior to the effective
enforcement of such injunction, the Employee hereby covenants and
agrees to pay over to Xstream, in the event the employee
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violates the covenants and agreements contained in Section 4.2 hereof,
the greater of:
(1) Any payment or compensation of any kind received by the
Employee or by persons affiliated with or acting for or with
the Employee, because of such violation before the issuance of
such injunction, or
(2) The sum of Ten Thousand ($10,000.00) Dollars per violation,
which sum shall be liquidated damages, and not a penalty, for
the injuries suffered by Xstream as a result of such
violation, the Parties hereto agreeing that such liquidated
damages are not in tended as the exclusive remedy available to
Xstream for any breach of the covenants and agreements
contained in this Article Four, prior to the issuance of such
injunction, the Parties recognizing that the only adequate
remedy to protect Xstream from the injury caused by such
breaches would be injunctive relief.
4.3 CUMULATIVE REMEDIES
The Employee hereby irrevocably agrees that the remedies described in
Section 4.2 shall be in addition to, and not in limitation of, any of the rights
or remedies to which Xstream is or may be entitled to, whether at law or in
equity, under or pursuant to this Agreement.
4.4 ACKNOWLEDGMENT OF REASONABLENESS
(a) The Employee hereby represents, warrants and acknowledges that having
carefully read and considered the provisions of this Article Four, the
restrictions set forth herein are fair and reasonable and are
reasonably required for the protection of the interests of Xstream, its
officers, directors and other employees; consequently, in the event
that any of the above-described restrictions shall be held
unenforceable by any court of competent jurisdiction, the Employee
hereby covenants, agrees and directs such court to substitute a
reasonable judicially enforceable limitation in place of any limitation
deemed unenforceable and, the Employee hereby covenants and agrees that
if so modified, the covenants contained in this Article Four shall be
as fully enforceable as if they had been set forth herein directly by
the Parties.
(b) In determining the nature of this limitation, the Employee hereby
acknowledges, covenants and agrees that it is the intent of the Parties
that a court adjudicating a dispute arising hereunder recognize that
the Parties desire that these covenants not to circumvent, disclose or
compete be imposed and maintained to the greatest extent possible.
4.5 UNAUTHORIZED ACTS
The Employee hereby covenants and agrees not do any act or incur any
obligation on behalf of Xstream except as authorized by its board of directors
or by its stockholders pursuant to duly adopted stockholder action or reasonably
inferred therefrom.
Please Initial: Xstream : ____ The Employee: ___
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4.6 COVENANT NOT TO DISPARAGE
The Employee hereby irrevocably covenants and agrees that during the
term of this Agreement and after its termination, he will refrain from making
any remarks that could be construed by anyone, under any circumstances, as
disparaging, directly or indirectly, specifically, through innuendo or by
inference, whether or not true, about Xstream, its constituent members, or their
officers, directors, stockholders, employees, agent or affiliates, whether
related to the business of Xstream, to other business or financial matters or to
personal matters.
ARTICLE FIVE
MISCELLANEOUS
5.1 NOTICES
(a) (1) All notices, demands or other communications hereunder shall be in
writing, and unless otherwise provided, shall be deemed to have been
duly given on the first business day after mailing by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
To the Employee:
XXXXX XXXXXXX
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To Xstream:
XSTREAM BEVERAGE GROUP, INC.
000 Xxxx Xxxxxxxxx Xxxx.
Xxxxxx Xxxxx
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
(2) Copies of notices will also be provided to such other address or to
such other person as any Party shall designate to the other for such
purpose in the manner hereinafter set forth.
Please Initial: Xstream : ____ The Employee: ___
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5.2 AMENDMENT
(a) No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is in writing and signed by
the Party against which the enforcement of said modification, waiver,
amendment, discharge or change is sought.
(b) This Agreement may not be modified without the consent of a majority in
interest of Xstream's Board of Directors. .
5.3 MERGER
(a) This instrument contains all of the understandings and agreements of
the Parties with respect to the subject matter discussed herein.
(b) All prior agreements whether written or oral, are merged herein and
shall be of no force or effect.
5.4 SURVIVAL
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
5.5 SEVERABILITY
If any provision or any portion of any provision of this Agreement, or
the application of such provision or any portion thereof to any person or
circumstance shall be held invalid or unenforceable, the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of such provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be effected thereby.
5.6 GOVERNING LAW AND VENUE
This Agreement shall be construed in accordance with the laws of the
State of Florida but any proceeding arising between the Parties in any matter
pertaining or related to this Agreement shall, to the extent permitted by law,
be held in Broward County, Florida.
5.7 LITIGATION
(a) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the
prevailing Party shall be entitled to recover its costs and expenses,
including reasonable attorneys' fees up to and including all
negotiations, trials
Please Initial: Xstream : ____ The Employee: ___
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and appeals, whether or not litigation is initiated.
(b) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the
dispute shall, at the request of any Party, be ex clusively resolved
through the following procedures:
(1) (A) First, the issue shall be submitted to mediation
before a mediation service in Broward County,
Florida.
(B) The mediation efforts shall be concluded within ten
business days after their initiation unless the
Parties unanimously agree to an extended mediation
period.
(2) In the event that mediation does not lead to a resolution of
the dispute then at the request of any Party, the Parties
shall submit the dispute to binding arbitration before an
arbitration service located in Broward County, Florida.
(3) (A) Expenses of mediation shall be borne by Xstream,
if successful.
(B) Expenses of mediation, if unsuccessful and of
arbitration shall be borne by the Party or Parties
against whom the arbitration decision is rendered.
(C) If the terms of the arbitration award does not
establish a prevailing Party, then the expenses of
unsuccessful mediation and arbitration shall be borne
equally by the Parties.
5.8 BENEFIT OF AGREEMENT
(a) This Agreement may not be assigned by the Employee without the prior
written consent of Xstream.
(b) Subject to the restrictions on transferability and assignment contained
herein, the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of the Parties, their successors,
assigns, personal representative, estate, heirs and legatees.
5.9 CAPTIONS
The captions in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.
5.10 NUMBER AND GENDER
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine,
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neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
5.11 FURTHER ASSURANCES
The Parties hereby agree to do, execute, acknowledge and deliver or
cause to be done, executed or acknowledged or delivered and to perform all such
acts and deliver all such deeds, assignments, transfers, conveyances, powers of
attorney, assurances, recipes, records and other documents, as may, from time to
time, be required herein to effect the intent and purposes of this Agreement.
5.12 STATUS
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, agency, or lessor-lessee relationship; but, rather,
the relationship established hereby is that of employer-employee in Xstream.
5.13 COUNTERPARTS
(a) This Agreement may be executed in any number of counterparts.
(b) Execution by exchange of facsimile transmission shall be deemed legally
sufficient to bind the signatory; however, the Parties shall, for
aesthetic purposes, prepare a fully executed original version of this
Agreement, which shall be the document filed with the Securities and
Exchange Commission.
In Witness Whereof, the Parties have executed this Agreement, effective
as of the last date set forth below.
Signed, Sealed & Delivered
In Our Presence
THE EMPLOYEE
/s/ Xxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxxx
-------------------------- ------------------------
Xxxxxx Xxxxxx XXXXX X. XXXXXXX
Dated: February 1, 2002
Please Initial: Xstream : ____ The Employee: ___
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XSTREAM BEVERAGE GROUP, INC.
A NEVADA CORPORATION.
/s/ Xxxxxx Xxxxxx
__________________________ By: /s/ Xxxxxxxx Xxxxxxxxxx
--------------------------------
Xxxxxxxx Xxxxxxxxxx,Chairman
(CORPORATE SEAL)
Attest: ________________________
Dated: February 1, 2002
Please Initial: Xstream : ____ The Employee: ___
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