Employment Agreement
This Employment Agreement (the "Agreement") is entered into by and among
Xxxxx X. Xxxxxxx, an individual residing in the State of Florida and whose
social security number is ###-##-#### ("Xx. Xxxxxxx"); AmeriNet Xxxxx.xxx, Inc.,
a Delaware publicly held corporation with a class of securities registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended ("AmeriNet" and
the "Exchange Act," respectively, AmeriNet and all of its subsidiaries, whether
current or subsequently formed or acquired, being collectively hereinafter
referred to as the "Consolidated Corporation," and AmeriNet and Xx. Xxxxxxx
being sometimes hereinafter collectively to as the "Parties" or generically as a
"Party".
Preamble:
Whereas, Xxxxxxx Xxxxxx, AmeriNet's president has advised its board of
directors that in light of its increased financial activities, AmeriNet should
consider retaining a chief financial officer to actively oversee and coordinate
the financial activities of its operating subsidiaries, and to more carefully
investigate the financial operations of its proposed acquisitions, and has
suggested that AmeriNet recruit a chief financial officer with substantial
experience in financial areas with which AmeriNet is increasingly involved; and
Whereas, AmeriNet has directed the Yankee Companies, Inc., a Florida
corporation which serves as AmeriNet's strategic consultant ("Yankees") to
recommend and individual meeting the parameters established by Xx. Xxxxxx, to
serve as its vice president and chief financial officer; and
Whereas, Yankees has conducted an executive recruitment search and
recommended Xx. Xxxxxxx to AmeriNet's board of directors based on his 40 years
of management experience with emphasis on financial controls and reporting; and
Whereas, after interviewing Xx. Xxxxxxx, AmeriNet's board of directors has
determined that he has impressive credentials and experience and has requested
that he serve as AmeriNet's vice president and chief financial officer, at least
for a term of one year; and
Whereas, Xx. Xxxxxxx is agreeable to serving as AmeriNet's vice president
and chief financial officer on the terms and conditions hereinafter set forth:
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:
ARTICLE ONE
TERM, RENEWALS, EARLIER TERMINATION
1.1 Term.
Subject to the provisions set forth herein, the term of Xx. Xxxxxxx'x
employment hereunder shall be deemed to commence on February 17, 2000 and
continue until June 30, 2001, unless extended or earlier terminated by AmeriNet
as hereinafter set forth.
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 60th day prior to termination of the then current term
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(B) In the event of renewal, the provisions hereof shall continue in
effect, subject to date based adjustments.
1.3 Earlier Termination.
AmeriNet shall have the right to terminate this Agreement prior to the
expiration of its Term or of any renewals thereof, subject to the provisions of
Section 1.4, for the following reasons:
(a) For Cause:
(1) AmeriNet may terminate Xx. Xxxxxxx'x employment under this
Agreement at any time for cause.
(2) Such termination shall be evidenced by written notice thereof
to Xx. Xxxxxxx, which notice shall specify the cause for
termination.
(3) For purposes hereof, the term "cause" shall mean:
(A) The inability of Xx. Xxxxxxx, through sickness or
other incapacity, to discharge his duties under this
Agreement for 21 or more consecutive days or for a
total of 45 or more days in a period of twelve
consecutive months;
(B) The refusal of Xx. Xxxxxxx to follow the directions
of AmeriNet's board of directors;
(C) Dishonesty; theft; or conviction of a crime involving
moral turpitude;
(D) Material default in the performance of his
obligations, services or duties required under this
Agreement or materially breach of any provision of
this Agreement, which default or breach has continued
for five days after written notice of such default or
breach.
(b) Discontinuance of Business:
In the event that AmeriNet 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 of AmeriNet shall not be deemed a
termination of its business.
(c) Death:
This Agreement shall terminate immediately on Xx. Xxxxxxx'x death;
however, all accrued compensation at such time shall be promptly paid to Xx.
Xxxxxxx'x estate.
1.4 Final Settlement.
Upon termination of this Agreement and payment to Xx. Xxxxxxx of all
amounts due him hereunder, Xx. Xxxxxxx or his representative shall execute and
deliver to the terminating entity on a form prepared by the terminating entity,
a receipt for such sums and a release of all claims, except such claims as may
have been
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submitted pursuant to the terms of this Agreement and which remain unpaid, and,
shall forthwith tender to AmeriNet 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.
AmeriNet hereby hires Xx. Xxxxxxx and Xx. Xxxxxxx hereby accepts such
employment, in accordance with the terms, provisions and conditions of this
Agreement.
2.2 General Description of Duties.
(a) Xx. Xxxxxxx shall be employed as vice president and chief financial
officer of AmeriNet and shall perform the duties associated with the
position of vice president by AmeriNet's bylaws.
(b) Without limiting the generality of the foregoing, Xx. Xxxxxxx shall:
(1) Be responsible for overseeing and directing the accounting and
reporting functions of AmeriNet and its subsidiaries and for
consolidating the financial statements of the Company. To
review the subsidiaries' periodic financial statements for
compliance with Generally Accepted Account Principals
Consistently Applied and to provide information for
adjustments where indicated.
(2) Be responsible for assisting AmeriNet's subsidiaries in
preparing realistic projections of income , expense and cash
flow and to determine timing and amounts of funding to be
required by AmeriNet.
(3) Be responsible for monitoring the attainment by AmeriNet's
subsidiaries of their projections and keeping AmeriNet advised
of any substantial variances to the projections;
(4) Be responsible for supplying required financial information
for periodic reports required by the SEC and to assist other
AmeriNet personnel in the preparation and timely filing of
said reports;
(5) Function as AmeriNet's liaison between the Company's auditors
and the Company and its subsidiaries and to facilitate the
submission of financial information as required.
(6) Perform due diligence on all potential acquisition candidates
to assure that their financial statements are complete and
accurate and prepared according to GAAP on the accrual basis.
To assist AmeriNet's President and Directors in establishing a
valuation for acquisition candidates.
(7) Perform such other duties as are assigned to him by AmeriNet's
board of directors or president, subject to compliance with
all applicable laws and fiduciary obligations.
(c) Xx. Xxxxxxx covenants and agrees to perform his employment duties in
good faith and, subject to the exception specified in Section 2.4, to
devote substantially all of his business time, energies and abilities
to the proper and efficient management and execution of such duties.
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2.3 Status.
(a) Xx. Xxxxxxx shall serve as a member of AmeriNet's board of directors,
as an officer of AmeriNet and as an employee of AmeriNet but shall have
no authority to act as an agent thereof, or to bind AmeriNet or its
subsidiaries as a principal or agent thereof, all such functions being
reserved to its board of directors in compliance with the requirements
of its constituent documents.
(b) Xx. Xxxxxxx hereby covenants and agrees that he shall not hold himself
out as an authorized agent of AmeriNet unless such authority is
specifically assigned to him, on a case by case basis, by its board of
directors pursuant to a duly adopted resolution which remains in
effect.
(c) Xx. Xxxxxxx hereby represents and warrants to AmeriNet 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, Xx. Xxxxxxx hereby
irrevocably covenants and agrees to immediately bring to the attention
of AmeriNet 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.
Xx. Xxxxxxx shall, unless specifically otherwise authorized by
AmeriNet's board of directors, on a case by case basis, devote his business time
exclusively to the affairs of AmeriNet.
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, Xx.
Xxxxxxx agrees that he will not:
(1) Release any financial or other material information or data
about AmeriNet without the prior written consent and approval
of AmeriNet's General Counsel;
(2) Conduct any meetings with financial analysts without informing
AmeriNet's General Counsel and board of directors in advance
of the proposed meeting and the format or agenda of such
meeting.
(b) In any circumstances where Xx. Xxxxxxx is describing the securities of
AmeriNet to a third party, Xx. Xxxxxxx shall disclose to such person
any compensation received from AmeriNet to the extent required under
any applicable laws, including, without limitation, Section 17(b) of
the Securities Act of 1933, as amended.
(c) In rendering his services, Xx. Xxxxxxx shall not disclose to any third
party any confidential non-public information furnished by AmeriNet or
American Internet or otherwise obtained by it with respect to AmeriNet,
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 AmeriNet's securities.
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(d) Xx. Xxxxxxx shall not take any action which would in any way adversely
affect the reputation, standing or prospects of AmeriNet or AmeriNet or
which would cause AmeriNet to be in violation of applicable laws.
ARTICLE THREE
COMPENSATION
3.1 Compensation.
As consideration for Xx. Xxxxxxx'x services to AmeriNet Xx. Xxxxxxx shall
be entitled to:
(a) (1) A salary in an aggregate gross sum equal to $80,000 per year.
(2) Reimbursement for pre-approved expenses.
(b) (1) An option pursuant to Section 422 et. seq. of the Internal
Revenue Code of 1986, as amended (the "Code") to purchase up to
50,000 shares of AmeriNet's common stock during the 36 month
period commencing at the end of the 365th day following
commencement of the initial term of this Agreement, at an
exercise price equal to the last reported price paid therefor
reported on the over the counter electronic bulletin board
operated by the National Association of Securities Dealers, Inc.,
a Delaware corporation and self regulatory organization
registered with the Commission under the Exchange Act (the "OTC
Bulletin Board" and the "NASD," respectively), provided that:
1. He remains in the employ of AmeriNet for a period of not
less than 365 consecutive days;
2. He has not been discharged by AmeriNet for cause;
3. He fully complies with the provisions of this Agreement,
including, without limitation, the confidentiality and
non-competition sections hereof;
(2) Xx. Xxxxxxx hereby represents, warrants, covenants and
acknowledges that:
(A) The securities being issued as compensation under
this Agreement (the "Securities") will be issued
without registration under the provisions of Section
5 of the Securities Act or the securities regulatory
laws and regulations of the State of Florida (the
"Florida Act") pursuant to exemptions provided
pursuant to Section 4(6) of the Act and comparable
provisions of the Florida Act;
(B) Xx. Xxxxxxx shall be responsible for preparing and
filing any reports concerning this transaction with
the Commission and with Florida Division of
Securities, and payment of any required filing fees
(none being expected);
(C) All of the Securities will bear legends restricting
their transfer, sale, conveyance or hypothecation
unless such Securities are either registered under
the provisions of Section 5 of the Act and under the
Florida Act, or an opinion of legal counsel, in form
and substance satisfactory to legal counsel to
AmeriNet is provided to AmeriNet's General Counsel to
the effect that such registration is not required as
a result of applicable exemptions therefrom;
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(D) AmeriNet's transfer agent shall be instructed not to
transfer any of the Securities unless the General
Counsel for AmeriNet advises it that such transfer is
in compliance with all applicable laws;
(E) Xx. Xxxxxxx is acquiring the Securities for his own
account, for investment purposes only, and not with a
view to further sale or distribution; and
(F) Xx. Xxxxxxx or his advisors have examined AmeriNet's
books and records and questioned its officers and
directors as to such matters involving AmeriNet as he
deemed appropriate.
(c) In addition to the compensation described above:
(1) In the event that Xx. Xxxxxxx arranges or provides funding for
the Consolidated Corporation on terms more beneficial than
those reflected in the Consolidated Corporation's current
principal financing agreements, copies of which are included
among the Consolidated Corporation's records available through
the SEC's XXXXX web site, Xx. Xxxxxxx shall be entitled, at
its election, to either:
(A) A fee equal to 5% of such savings, on a continuing
basis; or
(B) If equity funding is provided through Xx. Xxxxxxx or
any affiliates thereof, a discount of 5% from the bid
price for the subject equity securities, if they are
issuable as free trading securities, or, a discount
of 25% from the bid price for the subject equity
securities, if they are issuable as restricted
securities (as the term restricted is used for
purposes of SEC Rule 144); and
(C) If equity funding is arranged for the Consolidated
Corporation by Xx. Xxxxxxx and AmeriNet is not
obligated to pay any other source compensation in
conjunction therewith, other than the normal
commissions charged by broker dealers in securities
in compliance with the compensation guidelines of the
NASD, the Xx. Xxxxxxx shall be entitled to a bonus in
a sum equal to 5% of the net proceeds of such
funding.
(2) In the event that Xx. Xxxxxxx generates business for the
Consolidated Corporation, then, on any sales resulting
therefrom, Xx. Xxxxxxx shall be entitled to a commission equal
to 5% of the net income derived by the Consolidated
Corporation therefrom, on a continuing basis.
3.2 Benefits
Xx. Xxxxxxx shall be entitled to any benefits generally made available to
all other employees (rather than to a specified employee or group of employees).
3.3 Indemnification.
AmeriNet will defend, indemnify and hold Xx. Xxxxxxx 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 the Consolidated Corporation, its
affiliates or for other persons or entities at the request of the board of
directors of AmeriNet, 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 Xx. Xxxxxxx to incur any out of
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pocket expenses; provided, however, that Xx. Xxxxxxx permits AmeriNet to select
and supervise all personnel involved in such defense and that Xx. Xxxxxxx waives
any conflicts of interest that such personnel may have as a result of also
representing AmeriNet, their 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.
(a) Xx. Xxxxxxx acknowledges that, in and as a result of his employment
hereunder, he will be developing for AmeriNet, making use of, acquiring
and/or adding to, confidential information of special and unique nature and
value relating to such matters as AmeriNet's trade secrets, systems,
procedures, manuals, confidential reports, personnel resources, strategic
and tactical plans, advisors, clients, investors and funders; consequently,
as material inducement to the entry into this Agreement by AmeriNet, Xx.
Xxxxxxx hereby covenants and agrees that he shall not, at anytime during or
following the terms of his employment hereunder, directly or indirectly,
personally use, divulge or disclose, for any purpose whatsoever, any of
such confidential information which has been obtained by or disclosed to
him as a result of his employment by AmeriNet, or AmeriNet's affiliates.
(b) In the event of a breach or threatened breach by Xx. Xxxxxxx of any of the
provisions of this Section 4.1, AmeriNet, in addition to and not in
limitation of any other rights, remedies or damages available to AmeriNet,
whether at law or in equity, shall be entitled to a permanent injunction in
order to prevent or to restrain any such breach by Xx. Xxxxxxx, or by Xx.
Xxxxxxx'x partners, agents, representatives, servants, employers,
employees, affiliates and/or any and all persons directly or indirectly
acting for or with him.
4.2 Special Remedies.
In view of the irreparable harm and damage which would undoubtedly occur to
AmeriNet as a result of a breach by Xx. Xxxxxxx of the covenants or agreements
contained in this Article Four, and in view of the lack of an adequate remedy at
law to protect AmeriNet's interests, Xx. Xxxxxxx hereby covenants and agrees
that AmeriNet shall have the following additional rights and remedies in the
event of a breach hereof:
(a) Xx. Xxxxxxx hereby consents to the issuance of a permanent injunction
enjoining him from any violations of the covenants set forth in Section 4.1
hereof; and
(b) Because it is impossible to ascertain or estimate the entire or exact cost,
damage or injury which AmeriNet may sustain prior to the effective
enforcement of such injunction, Xx. Xxxxxxx hereby covenants and agrees to
pay over to AmeriNet, in the event he violates the covenants and agreements
contained in Section 4.2 hereof, the greater of:
(i) Any payment or compensation of any kind received by him because of
such violation before the issuance of such injunction, or
(ii) The sum of One Thousand ($1,000.00) Dollars per violation, which sum
shall be liquidated damages, and not a penalty, for the injuries
suffered by AmeriNet as a result of such violation, the Parties hereto
agreeing that such liquidated damages are not intended as the
exclusive remedy available to AmeriNet 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 AmeriNet from the injury caused by such breaches
would be injunctive relief.
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4.3 Cumulative Remedies.
Xx. Xxxxxxx hereby irrevocably agrees that the remedies described in
Section 4.3 hereof shall be in addition to, and not in limitation of, any of the
rights or remedies to which AmeriNet is or may be entitled to, whether at law or
in equity, under or pursuant to this Agreement.
4.4 Acknowledgment of Reasonableness.
Xx. Xxxxxxx hereby represents, warrants and acknowledges that he has
carefully read and considered the provisions of this Article Four and, having
done so, agrees that the restrictions set forth herein are fair and reasonable
and are reasonably required for the protection of the interests of AmeriNet, 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, Xx. Xxxxxxx hereby covenants, agrees and directs such
court to substitute a reasonable judicially enforceable limitation in place of
any limitation deemed unenforceable and, Xx. Xxxxxxx 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.
In determining the nature of this limitation, Xx. Xxxxxxx 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
this covenant not to compete be imposed and maintained to the greatest extent
possible.
4.5 Unauthorized Acts.
Xx. Xxxxxxx hereby covenants and agrees that he will not do any act or
incur any obligation on behalf of AmeriNet or American Internet of any kind
whatsoever, except as authorized by its board of directors or by its
stockholders pursuant to duly adopted stockholder action.
4.6 Covenant not to Disparage
Xx. Xxxxxxx 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 the Consolidated Company, its constituent
members, or their officers, directors, stockholders, employees, agent or
affiliates, whether related to the business of the Consolidated Company, to
other business or financial matters or to personal matters.
ARTICLE FIVE
MISCELLANEOUS
5.1 Notices.
(a) 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 Xx. Xxxxxxx:
Xxxxx X. Xxxxxxx
0000 Xxxxxxxxx Xxxxxxx Xxxxxx; Xxxxxx, Xxxxxxx 00000
Telephone (000) 000-0000; Facsimile (000) 000-0000; e-mail xxx0000@xxx.xxx
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To AmeriNet:
AmeriNet Xxxxx.xxx, Inc.
The Crystal Corporate Center; 0000 Xxxxx Xxxxxxxx Xxxxx,
Xxxxx 000-X; Xxxx Xxxxx, Xxxxxxx 00000
Telephone (000) 000-0000, Fax (000) 000-0000; and, e-mail xxxxxxxxxx@xxxxxx.xxx;
Attention: Xxxxxxxx X. Xxx Xxxxx, Interim President; with a copy to
Xxxxxx Xxxxxxxx, Esquire; General Counsel
AmeriNet Xxxxx.xxx, Inc.
0000 Xxxxxxxxx 00xx Xxxxxxx; Xxxxx, Xxxxxxx
00000 Telephone (000) 000-0000, Fax (000) 000-0000; and, e-mail,
xxxxxxxx@xxxxxxxx.xxx; and to
The Yankee Companies, Inc.
The Crystal Corporate Center; 0000 Xxxxx Xxxxxxxx Xxxxx,
Xxxxx 000; Xxxx Xxxxx, Xxxxxxx 00000
Telephone (000) 000-0000, Fax (000) 000-0000; and, e-mail xxxxxxxxxx@xxxxxx.xxx;
Attention: Xxxxxxx Xxxxx Xxxxxx, President
or 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.
(b) (1) The Parties acknowledge that Yankees serves as a strategic
consultant to AmeriNet and has acted as scrivener for the
Parties in this transaction but that Yankees is neither a law
firm nor an agency subject to any professional regulation or
oversight.
(2) Because of the inherent conflict of interests involved,
Yankees has advised all of the Parties to retain independent
legal and accounting counsel to review this Agreement and its
exhibits and incorporated materials on their behalf.
(c) The decision by any Party not to use the services of legal counsel in
conjunction with this transaction shall be solely at their own risk,
each Party acknowledging that applicable rules of the Florida Bar
prevent AmeriNet's general counsel, who has reviewed, approved and
caused modifications on behalf of AmeriNet, from representing anyone
other than AmeriNet in this transaction.
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 AmeriNet's stockholders.
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.
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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 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 exclusively resolved
through the following procedures:
(1) (A) First, the issue shall be submitted to mediation before a
mediation service in Broward County, Florida, to be selected
by lot from six alternatives to be provided, three by
AmeriNet and three by Xx. Xxxxxxx.
(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 to be
selected by lot, from six alternatives to be provided, three
by AmeriNet and three by Xx. Xxxxxxx.
(3) (A) Expenses of mediation shall be borne by AmeriNet, 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 arbitral award do not establish a
prevailing Party, then the expenses of unsuccessful
mediation and arbitration shall be borne equally by the
Parties.
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5.8 Benefit of Agreement.
(a) This Agreement may not be assigned by Xx. Xxxxxxx without the prior
written consent of AmeriNet.
(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, 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 AmeriNet.
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.
5.14 License.
(a) This Agreement is the property of Yankees and the use hereof by the
Parties is authorized hereby solely for purposes of this transaction.
(b) The use of this form of agreement or of any derivation thereof without
Yankees' prior written permission is prohibited.
(c) This Agreement shall not be more strictly interpreted against any Party
as a result of its authorship.
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* * * * *
In Witness Whereof, the Parties have executed this Agreement, effective as
of the * last date set forth below.
Signed, Sealed & Delivered
In Our Presence
Xx. Xxxxxxx
--------------------------
__________________________ /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Dated: June 27, 2000
AmeriNet Xxxxx.xxx, Inc.
a Delaware corporation
--------------------------
__________________________ By: /s/ Xxxxxxxx X. Xxx Xxxxx
Xxxxxxxx X. Xxx Xxxxx, Interim President
{CORPORATE SEAL}
Attest: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, Secretary
Dated: June 27, 2000
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