Exhibit 12(i)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
the 1st day of September, 2005 between Xx. Xxxx Gurel ("Executive") and
DuraVest, Inc., a Florida corporation ("Company") (Executive and Company are
sometimes hereinafter "Party" or "Parties").
RECITALS
WHEREAS, the Company desires to employ the Executive as its President and
Chief Executive Officer to manage the operations of the Company under the
supervision of its Board of Directors; and
WHEREAS, the Executive desires to accept this employment on terms and
conditions acceptable to the Parties; and
WHEREAS, the Parties have agreed to begin the Executive's employment by the
Company on a trial basis subject to the satisfactory performance of the
Executive as evaluated by the Company's Board of Directors and/or its
controlling shareholder, Hunter Fund, Ltd.; and
WHEREAS, the Parties desire to enter into the Agreement to set forth the
terms and conditions of the Executive's employment by the Company, both on the
initial trial basis and thereafter:
NOW THEREFORE, in consideration of the foregoing and the mutual promises
and covenants set out in the Agreement, IT HAS BEEN AND IT HEREBY IS AGREED, as
follows:
SECTION I. INTERIM EMPLOYMENT
1. Interim Employment and Duties.
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1.1 The Company hereby employs the Executive as its President and Chief
Executive Officer for the Trial Period as defined below and the Executive hereby
accepts this employment. During the Trial Period, the Executive shall manage and
supervise the affairs and operations of the Company, subject to the restrictions
on his authority set out in the Agreement and to the supervision, direction and
control of the Company's Board of Directors. The Board of Directors may assign
to the Executive such duties for the Company or any controlled affiliate thereof
as are consistent with the Executive's position as the Company's President and
Chief Executive Officer. In the event, for any reason, the Executive is not the
Company's President during the Trial Period, he will be assigned
executive-officer type of duties consistent with his position as Chief Executive
Officer.
1.2 During the Trial Period the Executive will devote the equivalent of
at least three full working days (24 hours) per week to services for the
Company. The Executive may conduct other non-Company business for himself and
other persons and entities, including without limitation Aesis Research Group
LLC, whether as an owner, employee, director, consultant or otherwise, during
the Trial Period, provided these activities do not materially interfere or
compete with the Company's business or operations.
1.3 The Executive has been elected to serve as a member of the
Company's Board of Directors commencing as of the date hereof and for the
ensuing year and until his successor is duly elected and qualified. This service
will continue past the Trial Period, absent his resignation from membership on
the Board.
1.4 The Executive may perform his duties during the Trial Period from
the Chicago, Illinois area. The Parties contemplate that, if the Executive
continues as the Company's President and Chief Executive Officer beyond the
Trial Period, the executive offices will be moved to the Chicago, Illinois area,
subject to the authorization restrictions set out below.
1.5 The Trial Period shall commence on the execution hereof and end on
November 30, 2005.
2. Compensation and Benefits
-------------------------
2.1 During the Trial period, the Executive will be compensated at the
rate of $6,000.00 per month, payable in substantially equal semi-monthly
installments.
2.2 The Executive will be required to travel during the Trial Period
within the United States of America, Canada and Europe. The Company will
reimburse him for or pay for all of his expenses reasonably incurred for travel
or otherwise in the performance of his duties. For these purposes, the Company
will procure and provide the Executive with a corporate credit card. The Company
will reimburse the Executive for one-half of his reasonable legal fees incurred
in connection with the entry into this Agreement.
2.3 The Company agrees to use its best efforts and due diligence to
procure and provide the Executive and its other officers and directors with
Directors and Officers Liability Insurance coverage in an amount not less than
$5,000,000.00. This obligation of the Company will continue beyond the Trial
Period so long as the Executive continues as an officer or director of the
Company.
3. Restrictions on Authority.
--------------------------
3.1 During the Trial Period, the Executive will not be entitled to
employ any additional staff or employees for the Company or employ any
additional professional advisors or service providers or change any such
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advisors without the prior written consent of Hunter Fund, Ltd. or the prior
approval of a majority of the Board of Directors with the Executive abstaining
from voting on the issue.
3.2 During the Trial Period, the Executive will not incur any Company
expense, liability or financial commitment over $10,000.00 without the prior
written consent of Hunter Fund, Ltd. or the prior approval of a majority of the
Board of Directors with the Executive abstaining from voting on the issue.
4. Stock Options.
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4.1 Upon execution of the Agreement the Company will, and hereby does,
issue and grant to the Executive an "Initial Stock Option" to purchase 250,000
shares of the Company's Common Stock.
4.2 The Initial Stock Option shall: (i) be for a term ending September
31, 2010; (ii) have an exercise price of equal to the mean of the closing bid
and ask prices of the Common Stock on the date of the execution of the
Agreement; (iii) become exercisable in whole or in part from time to time, at
the Executive's option, commencing on September 1, 2006; (iv) vest and become
non-cancelable on August 1, 2006, whether or not the Executive continues his
employment hereunder after the Trial Period if the Executive continues to serve
as a director of the Company through September 31, 2006; (iv) automatically
cancel and become null and void, if the Executive ceases to be a director of the
Company due to his own resignation without Good Reason prior to August 31, 2006;
(v) contain a right on the part of the Executive to piggy-back and include
shares acquired upon exercise of the Initial Stock Option in any Registration
Statement filed by the Company under the Securities Act of 1933; (vi) contain a
cashless exercise provision; and (vii) contain such other conditions and terms
as customary and normal for such options as agreed upon by the Parties.
5. Specific Duties and Projects During the Trial Period.
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5.1 The Executive will participate in the organization, preparation and
presentation of the Company and its operations in an investor's presentation to
be held in September or October of 2005 in Frankfurt am Main, Germany.
5.2 The Executive will prepare and present to the Company's Board of
Directors a written Strategic Review and Plan of Operations for the Company and
its subsidiary, Estracure, Inc. by October 31, 2005.
5.3 The Executive will develop a marketing program for the Company and
Estracure, Inc., including public and investor relations, websites' information
and content and general corporate information materials.
5.4 The Executive will participate in efforts to acquire capital funds
for the Company from institutional investors.
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5.5 On or before November 16, 2005, the Executive will submit to the
Company's Board of Directors a summary and overview of the Executive's
performance during the Trial Period ("Performance Reports").
5.6 Upon receipt of the Performance Report, the Board of Directors will
evaluate (on a qualitative not quantitative basis) the Executive's performance
during the Trial Period on the basis of the criteria set forth below and decide,
by majority vote with the Executive sustaining from voting on the issue, whether
or not to continue the Executive's employment under the Agreement. If the Board
of Directors votes to continue the Executive's employment, it will be continued
under SECTION II of the Agreement below entitled FULL TERM EMPLOYMENT. If the
vote of the Board of Directors is evenly divided on the evaluation, Hunter Fund,
Ltd. shall have the right to decide the issue.
5.7 The criteria for the evaluation by the Board of Directors of the
Executive's performance shall be: (i) the Executive's understanding and managing
of the Company's day-to-day operations, including financial, accounting, legal
and regulatory matters and issues; and (ii) the Executive's performance in
regard to the Specific Duties and Projects During the Trial Period as set out in
this Paragraph 5 above.
5.8 If the evaluation of the Executive's performance under 5.6 above is
not positive the Agreement and the Executive's employment by the Company shall
terminate except as otherwise specifically provided herein.
6. Confidentiality and Non-Competition.
------------------------------------
The provisions of paragraphs 4, 5, and 6 of SECTON II of the Agreement
shall apply and be effective upon the Executive, even if his employment under
the Agreement is not continued beyond the Trial Period.
SECTION II. FULL TERM EMPLOYMENT
1. Employment and Duties.
----------------------
1.1 Subject to the terms and conditions set forth herein, the Company
hereby employs Executive as the Company's President and Chief Executive Officer,
and Executive hereby accepts employment with the Company as President and Chief
Executive Officer. The Executive shall be the most senior executive officer of
the Company and shall have full responsibility for managing and supervising the
affairs and operations of the Company, subject to the reasonable supervision,
direction and control of the Company's Board of Directors. The Board of
Directors may assign to Executive such duties for the Company or any controlled
affiliate as are consistent with Executive's status as President and Chief
Executive Officer. Executive agrees to devote his business time, energies and
attention to the business affairs of the Company in an amount not less than five
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working days (40 hours) per week. In the event Executive is not the Company's
President during the term, he will be assigned similar executive-type duties
consistent with his position as Chief Executive Officer.
1.2 The Parties agree that the Executive may move the Company's
principal offices to the Chicago, Illinois area; provided that the rental
expense of the office are subject to the prior approval of the Company's Board
of Directors or Hunter Fund, Ltd., with the Board of Directors having the final
decision on this issue.
2. Compensation and Benefits.
--------------------------
2.1 The Company shall pay the Executive a monthly salary at the rate of
$10,000.00 per month, payable in substantially equal semi-monthly installments.
The salary shall be subject to withholding taxes and other normal payroll
deductions. The Company may increase (but not decrease) the salary rate or make
additional payments to the Executives, i.e., bonuses, as directed by its Board
of Directors.
2.2 Executive shall be entitled to such health and medical insurance
(including family coverage) which is no less favorable than generally afforded
to other corporate officers of the Company, subject to applicable waiting
periods and other conditions. Executive shall be entitled to paid vacation in
each employment year of three weeks per year. Vacation granted but not used in
any calendar year shall be forfeited at the end of such calendar year and may
not be carried over to any subsequent calendar year.
2.3 The Company will pay or reimburse Executive for all transportation,
hotel and other expenses reasonably incurred by Executive on business trips and
for all other ordinary and reasonable out-of-pocket expenses actually incurred
by him in the conduct of the business of the Company against itemized vouchers
submitted with respect to any such expenses approved in accordance with
Company's customary policies and procedures. The Company will furnish the
Executive with a corporate credit card for payment of expenses.
3. Term and Termination.
---------------------
3.1 Unless sooner terminated or extended as herein provided, the term
of this Agreement shall commence as of the Effective Date and shall terminate on
the date that is two years thereafter (the "Employment Term" or "Term"). The
Term of the Agreement will automatically renew for an additional one year Term
unless one of the Parties services a notice of termination upon the other party
at least 60 days prior to the end of the third year of the initial Term or any
extended Term year thereafter.
3.2 If Executive dies during the Term of this Agreement, this Agreement
shall thereupon terminate and the Company shall have no further liability to
Executive, his heirs, personal representatives, successors or assigns under this
Agreement, other than the Company shall pay to Executive's estate any accrued
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but unpaid salary and bonus and reimbursement for reasonable business expenses
incurred prior to the date of termination, and Executive's estate or heirs shall
be entitled to exercise all then vested options granted to Executive for the
remainder of their terms.
3.3 The Company, by notice to Executive, may terminate this Agreement
if Executive shall fail because of illness, disability or incapacity to render,
for three consecutive months, or for 90 days during any 12 month period,
services of the character contemplated by this Agreement. Upon termination in
accordance with this paragraph 3.3, the Company shall have no further liability
to Executive under this Agreement, other than for accrued but unpaid salary and
bonus and reimbursement for reasonable business expenses incurred prior to the
date of termination, and Executive shall be entitled to exercise all then vested
options granted to Executive for the remainder of their terms. Notwithstanding
such termination, the provisions of paragraphs 4, 5 and 6 shall survive.
3.4 The Company, by notice to Executive, may terminate this Agreement
for cause. As used herein, "cause" shall include, but not be limited to: (a) the
refusal or failure by Executive to carry out lawful directions of the Board of
Directors which are of a material nature and consistent with his status as
President and Chief Executive Officer or the refusal or failure by Executive to
perform a material part of Executive's duties hereunder; (b) common law fraud or
dishonest action by Executive in his relations with the Company or any of its
subsidiaries or affiliates, or with any customer or business contact of the
Company or any of its subsidiaries or affiliates, in each case which has a
material negative effect on the Company ("dishonest" for these purposes shall
mean Executive's knowingly or recklessly making of a material misstatement or
omission); or c) the indictment and binding over for trial of Executive for or
his plea of nolo contendere to (x) any felony or (y) a misdemeanor (excluding a
xxxxx misdemeanor) involving financial impropriety or moral turpitude; or (d)
any material violation of any covenants or restrictions contained in paragraphs
4 and 5. Notwithstanding the foregoing, no "cause" for termination shall be
deemed to exist with respect to Executive's acts described in clauses (a), (b)
or (d) unless the Company shall have given written notice to Executive
specifying the "cause" with reasonable particularity and, within 30 days after
such notice, Executive shall not have cured or eliminated the problem or thing
giving rise to such "cause;" provided, however, that a breach of any provision
of clauses (a), (b) or (d) above, involving the same or substantially similar
actions or conduct for which the Company previously gave notice of termination
and with respect to which, Executive satisfactorily cured, shall be grounds for
termination for cause without any additional notice from the Company. Upon
termination for cause, the Company shall have no further liability to Executive
under this Agreement, other than for accrued but unpaid salary and reimbursement
for reasonable business expenses incurred prior to the date of termination.
Notwithstanding such termination, the provisions of paragraphs 4, 5 and 6 shall
survive.
3.5 The Executive by notice to the Company may terminate this Agreement
if the Company materially breaches any of the provisions of this Agreement (a
"Good Reason" termination). Notwithstanding the foregoing, the Executive shall
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not have grounds for termination for Good Reason unless Executive shall have
given written notice to the Company specifying the breach with reasonable
particularity and, within 30 days after such notice, the Company shall not have
cured or eliminated the problem or thing giving rise to such breach, provided,
however, that a breach by the Company involving the same or substantially
similar actions or conduct for which the Executive previously gave notice of
termination and with respect to which, the Company satisfactorily cured, shall
be grounds for termination for Good Reason without any additional notice from
the Executive. In the event Executive terminates this Agreement for Good Reason
and as a result of the Company's breach and failure to cure such breach as
provided in this paragraph 3.5, or the Company's termination of the Executive's
Employment without cause on the part of the Executive, the Company shall to pay
to Executive (i) any unpaid salary and bonus through the effective date of
termination specified in such notice; (ii) Executive's base Salary in the manner
set forth in paragraph 2.1 hereof until the date that is one year following the
effective date of termination; and (iii) reimbursement for reasonable business
expenses incurred prior to the date of termination. In addition, (i) all options
granted to the Executive shall immediately vest in full and remain exercisable
for the remainder of their terms. Except for the payments and benefits provided
to Executive in accordance with the two immediately preceding sentences, the
Company shall have no further liability to Executive under this Agreement. The
Executive shall have no obligation to mitigate such severance by seeking
alternative employment.
4. Protection of Confidential Information.
4.1 Executive acknowledges that:
(a) As a result of his employment with the Company, Executive will
obtain proprietary secret and confidential information concerning the business
of the Company and/or its subsidiaries and affiliates (referred to collectively
in this paragraph 4 as the "Company"), including, without limitation, medical
research, financial information, designs and other proprietary rights, trade
secrets, trade practices, methods of operation, sales, promotion, marketing,
technology and know-how, whether coming to the knowledge of Executive prior to,
on or after the date hereof ("Confidential Information"). Confidential
Information does not include Executive's knowledge, generally, of the sale,
marketing and promotion of products and services similar to the products and
services of the Company existing as of the date of execution and delivery of
this Agreement obtained by Executive from prior sources and experiences.
(b) The Company will suffer substantial damage which will be
difficult to compute if, during the period of his employment with the Company or
thereafter, Executive should enter a business competitive with the Company or
communicate, publish, disclose, divulge, use or authorize anyone else to
communicate, publish, disclose, divulge or use, any Confidential Information.
(c) The provisions of this Agreement are reasonable and necessary
for the protection of the business of the Company.
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4.2 Executive agrees that he will not at any time, either during the
term of this Agreement or thereafter, communicate, publish, disclose, divulge,
use or authorize anyone else to communicate, publish, divulge or use, any
Confidential Information obtained or learned by him as a result of his
employment with, or prior retention by, the Company, except: (i) in the course
of performing his duties hereunder; (ii) with the Company's express written
consent; (iii) to the extent that any such information is in the public domain
other than as a result of Executive's breach of any of his obligations
hereunder; or (iv) where required to be disclosed by court order, subpoena or
other government process. If Executive shall be required to make disclosure
pursuant to the provisions of clause (iv) of the preceding sentence, Executive
promptly, but in no event more than three business days after learning of such
subpoena, court order, or other government process, shall, if legally
permissible, notify, by personal delivery or by electronic means, confirmed by
mail, the Company and, at the Company's expense, Executive shall: (a) take all
reasonably necessary and lawful steps required by the Company, at the Company's
expense, to defend against the enforcement of such subpoena, court order or
other government process, and (b) permit the Company to intervene and
participate with counsel of its choice in any proceeding relating to the
enforcement thereof.
4.3 Upon termination of his employment with the Company, Executive will
promptly deliver to the Company all contracts, customer lists, memoranda, notes,
records, reports, manuals, drawings and other documents (and all copies thereof)
relating to the business of the Company and all property associated therewith,
which he may then possess or have under his control; provided, however, subject
to Executive's obligations under this paragraph 4, that Executive shall be
entitled to retain copies of such documents reasonably necessary to document his
personal financial relationship (both past and future) with the Company.
4.4 The provisions of this paragraph 4 shall survive the termination of
this Agreement for any reason.
5. Non-Compete/Non-Solicitation.
-----------------------------
5.1 Executive agrees that, except as otherwise approved in writing by
the Company, Executive shall not, individually or jointly with others, either
directly or indirectly, for himself, or through, on behalf of or in conjunction
with any person, persons, partnership, corporation or other entity, during the
Term of this Agreement and for the Restriction Period (as hereinafter defined),
anywhere the Company is then actively engaged in business; and the Executive
will not:
(i) establish, operate, organize, own, engage in or otherwise
participate in or carry on any Competitive Business; become associated with or
financially interested in any Competitive Business in any manner; or provide
management or consulting services to any Competitive Business;
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(ii) contact, solicit, attempt to contact or solicit, or
communicate with in any manner regardless of the party that initiates such
communications, any customer of the Company for the purpose of selling,
marketing or promoting any products or services competitive with those offered
by the Company, or with the purpose of, or having the effect of, causing such
Person to not to do business with the Company or terminate their business
relationship with the Company; or enter into any type of a business relationship
with a customer of the Company involving any products or services competitive
with those offered by the Company; or
(iii) contact, solicit, attempt to contact or solicit, or
communicate with in any manner regardless of the party that initiates such
communications, any person employed by Company for the purpose, or with the
intent of, or having the effect of, enticing him away from the employ of Company
for any reason; or employ, retain or contract with in any manner, for any
purpose, any person employed by Company.
5.2 For purposes of this Agreement,
"Competitive Business" shall mean any business similar to and
competitive with the business engaged in by the Company at the time of the
termination of this Agreement or Executive's employment with the Company.
"Restriction Period" shall mean a continuous uninterrupted period
of one year commencing upon the expiration of this Agreement or termination of
the Executive's employment with the Company for any reason other than the
non-renewal of this Agreement by the Company, the expiration of this Agreement
by reason of the passage of time, the termination of the Executive without
cause, or the Executive's termination of this Agreement for Good Reason.
5.3 Notwithstanding the foregoing, it shall not be a violation of this
paragraph 5 for the Executive to own a five percent or smaller interest in any
corporation required to file periodic reports with the Securities and Exchange
Commission.
6. Reasonableness of Restrictions, Reformation; Enforcement.
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The parties hereto recognize and acknowledge that the geographical and time
limitations contained in paragraph 5 hereof are reasonable and properly required
for the adequate protection of the Company's interests. It is agreed by the
parties hereto that if any portion of the restrictions contained in paragraph 5
are held to be unreasonable, arbitrary, or against public policy, then the
restrictions shall be considered divisible, both as to the time and to the
geographical area, with each month of the specified period being deemed a
separate period of time and each radius mile of the restricted territory being
deemed a separate geographical area, so that the lesser period of time or
geographical area shall remain effective so long as the same is not
unreasonable, arbitrary, or against public policy. The parties hereto agree that
in the event any court of competent jurisdiction determines the specified period
or the specified geographical area of the restricted territory to be
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unreasonable, arbitrary, or against public policy, a lesser time period or
geographical area that is determined to be reasonable, non-arbitrary, and not
against public policy may be enforced against Executive. If Executive shall
violate any of the covenants contained herein and if any court action is
instituted by the Company to prevent or enjoin such violation, then the period
of time during which the Executive's business activities shall be restricted, as
provided in this Agreement, shall be lengthened by a period of time equal to the
period between the date of the Executive's breach of the terms or covenants
contained in this Agreement and the date on which such breach ends.
7. Stock Options.
--------------
7.1 Upon execution of the Agreement the Company will issue and grant to
the Executive an "Additional Stock Option" to purchase up to 500,000 additional
shares of the Company's Common Stock.
7.2 The Additional Stock Option shall: (i) be for a term ending
November 30, 2010; (ii) have an exercise price of equal to the mean of the
closing bid and ask prices of the Common Stock on the date of the Agreement or
the exercise price of the Initial Stock Option whichever is greater; (iii)
become exercisable in whole or in part and from time to time, at the Executive's
option, commencing on December 1, 2007; (iv) vest in full and become
non-cancelable on December 1, 2007 if the Executive continues to serve as the
President of the Company through that date; (v) if the Executive ceases to be
President and Chief Executive Officer of the Company before November 30, 2007,
the Additional Stock Option shall be cancelable as to 250,000 shares of the
500,000 shares; (vi) contain a right on the part of the Executive to piggy-back
and include shares acquired upon exercise of the Additional Stock Option in any
Registration Statement filed by the Company under the Securities Act of 1933;
(vii) contain cashless exercise provisions and (viii) contain such other
conditions and terms as customary and normal for such options as agreed upon by
the Parties.
8. Miscellaneous Provisions.
-------------------------
8.1 All notices provided for in this Agreement shall be in writing, and
shall be deemed to have been duly given when delivered personally to the party
to receive the same, when delivered by reputable overnight courier (such as
FedEx) by first class mail, postage prepaid, addressed to the party to receive
the same at his or its address set forth below, or such other address as the
party to receive the same shall have specified by written notice given in the
manner provided for in this Section. All notices shall be deemed to have been
given upon actual receipt or upon refusal to accept delivery.
If to Executive:
Xx. Xxxx Gurel
0000 X. Xxxx Xxxxxx, Xxxx 0
Xxxxxxx, Xxxxxxxx 00000-0000
Fax: (000) 000-0000
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With a copy to:
Xxxxx X. Xxxxx
Xxxxxxxx Xxxxx & Deutsch LLP
00 X. XxXxxxx Xxxxxx, 0xx xxxxx
Xxxxxxx, XX 00000
Fax: (000) 000-0000
If to the Company:
DuraVest, Inc.
00 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
With a copy to:
Xxxxxxxx Xxxxxxx
Bovin, O'Neil, S.E.N.C.
0000 Xxx Xxxxxxxxx, #000
Xxxxxxxx, Xxxxxx
Xxxxxx H3A 224
8.2 This Agreement sets forth the entire agreement of the Parties
relating to the employment of Executive and is intended to supersede all prior
negotiations, understandings and agreements. No provisions of this Agreement may
be waived or changed except by a writing by the party against whom such waiver
or change is sought to be enforced. The failure of any party to require
performance of any provision hereof or thereof shall in no manner affect the
right at a later time to enforce such provision.
8.3 All questions with respect to the construction of this Agreement,
and the rights and obligations of the Parties hereunder, shall be determined in
accordance with the laws of the State of Florida applicable to agreements made
and to be performed entirely in Florida. The parties hereby submit to the
non-exclusive jurisdiction of the state and federal courts sitting in Chicago,
Illinois.
8.4 This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the Company. This Agreement shall not be
assignable by Executive, but shall inure to the benefit of and be binding upon
Executive's heirs and legal representatives.
8.5 Should any provision of this Agreement become legally
unenforceable, no other provision of this Agreement shall be affected, and this
Agreement shall continue as if the Agreement had been executed absent the
unenforceable provision.
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8.6 In the event a Party to this Agreement seeks to enforce any of its
rights hereunder in a court of competent jurisdiction, the prevailing Party
shall be entitled to recover from the other Party, in addition to the relief
awarded to the prevailing Party in or by judgment, all court costs, reasonable
investigation expenses, and reasonable attorneys' fees, including appellate
proceedings and proceedings in bankruptcy, incurred by the prevailing Party in
such action.
8.7 The Company shall indemnify and hold harmless the Executive
(including by advancing reasonable legal fees as incurred) against any and all
damages, losses and claims suffered by the Executive arising out of the
performance by the Executive of his duties as an officer or director hereunder.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.
EXECUTIVE
/s/ Xxxx Gurel
-------------------------------
Xx. Xxxx Gurel
DURAVEST, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
---------------------------
Xxxxxxxxx X. Xxxxxx
Board Member
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