EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made as of this 10th day of
November, 1997 by and among ▇▇▇▇▇ ▇▇▇▇ ("Employee") and One World
Communications, Inc., a Delaware corporation ("Buyer") and The Leap Group, Inc.,
a Delaware corporation ("Parent").
WHEREAS, effective as of November 1, 1997, Buyer is purchasing
substantially all of the assets of Kang & ▇▇▇ Advertising, Inc. a New York
corporation and K&L West Advertising, Inc., a California corporation (jointly
referred to as "The Company") pursuant to the terms of an Asset Purchase
Agreement dated of even date herewith, entered into by and among Buyer and
Parent (the "Purchase Agreement"). Capitalized terms not otherwise defined
herein shall have the meanings ascribed to such terms in the Purchase Agreement.
WHEREAS, Employee is currently the Chief Executive Officer and sole
Shareholder of the Company.
WHEREAS, Buyer now desires to employ Employee, and Employee desires to be
employed by Buyer, on the terms and conditions set forth in this Agreement.
WHEREAS, upon purchase of Company's assets, Buyer and Parent will be
engaged in the Business formerly conducted by the Company.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Buyer and Employee agree as follows:
1. Employment. Buyer hereby employs Employee as Director, Senior
Executive Officer with the title "Managing Director" and President of Buyer's
Kang & ▇▇▇ Operation, and Employee hereby accepts such employment and agrees to
act in such capacities, all in accordance with the terms and conditions of this
Agreement.
2. Term of Employment. Employee's employment under this Agreement will
begin on November 1, 1997 and will continue until October 31, 2000 (the "Initial
Employment Period" and together with all Renewal Periods (as defined below), if
any, (the "Employment Period"). After the Initial Employment Period, the terms
and conditions of this Agreement may be renewed by Buyer, in its sole
discretion, for one or more
1
subsequent one (1) year terms (each, a "Renewal Period") upon the terms set
forth herein. Buyer or Parent shall notify Employee not less than six months
prior to the end of the Initial Employment Period or Renewal Period, as the case
may be, of its desire to renew. Any such renewal shall be under the same terms
and conditions set forth herein unless otherwise agreed to, in writing, by
Buyer, Parent and Employee. Notwithstanding anything to the contrary contained
herein, the Employment Period is subject to termination at any time pursuant to
Section 6 below.
3. Offices and Duties. In his position as Managing Director of Buyer and
as President of Buyer's Kang & ▇▇▇ Operation, Employee shall have all of the
powers, duties and responsibilities customary to such offices, as are reasonably
necessary to the operations of Buyer and as may be assigned to him, from time to
time, by the Board of Directors of Buyer and/or the Chief Executive Officer of
Parent ("Parent CEO") consistent with his positions as designated above. During
the Employment Period, Employee shall report on a regular basis only to the
Board of Directors of Buyer and Parent CEO. The Employee's services hereunder
shall be performed at the primary offices of Buyer in New York City, subject to
necessary travel requirements of his positions and duties hereunder, consistent
with past practices. Employee agrees that during the Employment Period, he will
devote substantially all of his business time and attention, on a full-time
basis, and use his best efforts to fulfill his duties and responsibilities under
this Agreement. Employee agrees to cooperate with the Buyer and Parent in
connection with obtaining Key Man life insurance, including, without limitation,
agreeing to a physical examination and providing any health records.
4. Compensation.
(a) Base Salary. During the Employment Period, Buyer will pay
Employee an annual base salary of $250,000 (the "Base Salary"), to be paid in
accordance with Buyer's normal payroll practices.
(b) Attached hereto and made a part hereof as Exhibit "A" is
Employee's Stock Option Plan which provides the Employee with options to
purchase 500,000 shares of the Parent's common stock. The Stock Option Plan
shall be deemed to be an essential and material element of the Employee's
compensation.
(c) Benefits. Employee, and to the extent eligible under the terms of
any plans or programs, his dependents, will be entitled to participate in group
life and medical insurance and dental plans, profit-sharing and similar plans,
and other "fringe benefits" made available by Buyer and Parent, from time to
time, to other senior executive officers of Parent or Buyer, in accordance with
the terms of such plans and programs. In addition, Employee shall be entitled
to participate in all retirement plans and programs (including without
limitation, any profit sharing/401(k) plan) made available by Buyer and/or
Parent
2
to their senior executive officers generally, in accordance with the terms of
such plans and programs. Employee shall also be entitled to receive "fringe
benefits" and perquisites in accordance with the plans, practices, programs and
policies from time to time in effect and available generally to the senior
executive officers of Buyer or Parent. In furtherance of the foregoing and not
in limitation thereof, the following benefits shall be provided to Employee:
(i) Employee shall be entitled to four weeks paid vacation during
each calendar year, to be taken at such time(s) as shall not, in the reasonable
judgment of the Board of Directors of Buyer, materially interfere with Employees
fulfillment of his duties thereunder, and shall be entitled to holidays, sick
days and personal days consistent with the policies of Parent.
(ii) Employee shall be covered by directors' and officers'
liability insurance to the extent that such insurance is maintained by Parent
for the directors and officers of Parent and its subsidiaries.
The entitlements available to Employee pursuant to the provisions of this
Section 4(b) are collectively called "Benefits."
(d) Withholding. All compensation payable to Employee under this
Agreement is stated in gross amount and will be subject to all applicable
withholding taxes, other normal payroll deductions, and any other amounts
required by law to be withheld.
(e) Expenses. Buyer, in accordance with the policies in effect, from
time to time, will pay or reimburse Employee for all expenses (including travel
and entertainment expenses) reasonably incurred by Employee during the
Employment Period in connection with the performance of Employee's duties under
this Agreement, provided that Employee shall provide to Buyer documentation or
evidence of expenses for which Employee seeks reimbursement in accordance with
the policies and procedures established by Buyer.
5. Covenant Not to Compete. Employee agrees and acknowledges that in
order to assure Buyer and Parent that Buyer will retain its value as a going
concern, it is necessary that Employee undertake not to utilize his special
knowledge of the Business and his relationships with customers and suppliers to
compete with Buyer. Accordingly, Employee acknowledges the necessity, and
agrees, to abide by all of the terms of that certain Noncompetition Agreement,
dated of even date herewith, between the parties hereto pursuant to the terms
thereof (the "Noncompetition Agreement"). During the due diligence period which
preceded the making of this Agreement, the Employee has disclosed that he is the
sole owner of Segment Data Management, Inc. ("SDM") which performs database
analysis. It is hereby stipulated that the Employee's continued
3
ownership of SDM and the continuation of SDM's current business activities will
not be a violation of Employee's non-compete requirements hereunder.
6. Termination and Severance.
(a) While this Agreement contemplates the possibility of Employee's
termination at any time, the act of termination must be in accordance with the
concepts of due process and the express terms of this Employment Agreement. In
the event that there is a dispute concerning Employee's termination, such
dispute shall be submitted to binding arbitration in accordance with the
Alternative Dispute Resolution section of this Agreement, below.
(b) Buyer may terminate Employee's employment hereunder at any time
for Cause by providing to Employee written notice of termination stating the
grounds for termination for "Cause" (defined below). Upon notice of termination
of employment for Cause and elapse of the cure period (if any) without proper
cure, the Employment Period will immediately end, Employee will not be entitled
to receive any further compensation (whether in the form of Base Salary,
bonuses, Benefits or otherwise) other than (i) accrued but unpaid Base Salary,
if any, and (ii) unpaid reimbursable expenses outstanding on the date of
termination, and neither Buyer nor Parent shall have any further obligations
whatsoever to Employee (this will not abrogate, however, any other obligations
due to the Company or the Shareholder under the terms of the Asset Purchase
Agreement). Any Benefits to which the Employee or his beneficiaries may be
entitled under the plans and programs described in Section 4(c), or any other
applicable plans and programs, shall be determined as of the date of such
termination by the Board of Directors of Buyer unless the terms of such plans
and programs specifically address termination of employment.
(c) In the event that Employee voluntarily terminates his employment
(other than as set forth in Section 6(d) below), or his employment is terminated
as a consequence of his death or disability, the Employment Period will end on
the effective date of such termination, provided that (other than for death or
disability) Employee shall provide Buyer with thirty (30) days prior written
notice of the effective date of any such termination. Following a voluntary
termination by Employee for any reason (including death or disability), Employee
shall not be entitled to receive any further compensation (whether in the form
of Base Salary, bonuses, Benefits or otherwise) other than (i) accrued but
unpaid Base Salary, if any, and (ii) unpaid reimbursable expenses outstanding on
the date of termination, and neither Buyer nor Parent shall have any further
obligations whatsoever to Employee. Any Benefits to which the Employee or his
beneficiaries may be entitled under the plans and programs described in Section
4(c), or any other applicable plans and programs, shall be determined as of the
date of such termination by the Board of Directors of Buyer unless the terms of
such plans and programs specifically address termination of employment.
4
(d) Employee shall be entitled to terminate this Agreement and the
Employment Term hereunder in the event that (i) Buyer is in default of a
material term of this Agreement (including, without limitation, the assignment
to Employee of general duties which are materially inconsistent with the duties
set forth in Section 3 or the failure of Buyer or Parent to pay the Employee any
Base Salary when due or to provide any Benefits as required under this
Agreement) or the Stock Option Agreement or (ii) Buyer or Parent fail to make an
undisputed Earn-Out payment when due under the provisions of Sections 1.7 and
1.8 of the Purchase Agreement, in any case under (i) or (ii) above, which
default or nonpayment remains uncured for a period of 30 days after written
notice of such default from Employee to the Board of Directors of Buyer and
Parent (such notice to specify the specific nature of the claimed default and
the manner in which Employee reasonably suggests such default can be cured).
(e) In the event Buyer terminates Employee's employment without
"Cause" or Employee terminates his employment pursuant to the provision of
Section 6(d) above, Employee shall be entitled to continue to receive from
Buyer, (i) his then applicable Base Salary when otherwise payable and Benefits
through the end of the Initial Employment Period or the then current Renewal
Period, as the case may be, and (ii) any unpaid reimbursable expenses
outstanding as of the date of termination. If Employee is precluded from
continuing his participation in any Benefits provided under any employee benefit
plan or program, he shall be provided the after-tax equivalent of the Benefits
provided under such plan or program in which he is unable to participate for the
remainder of the Initial Employment Period or the then current Renewal Period,
as the case may be. The economic equivalent of any Benefit under such plan or
program foregone shall be deemed to be the lowest cost that would be incurred by
Employee in obtaining such Benefit himself on an individual basis. In
connection with a termination without Cause or a termination by Employee under
Section 6(d), except as provided in this Section 6(e), neither Buyer nor Parent
shall have any further obligations whatsoever to Employee. In the event Buyer
or Parent fails to pay Employee pursuant to the terms of this Section 6(e)
(within 30 days after Employee has delivered written notice to Buyer and Parent
of such payment default), the covenants set forth in Section 1 of the
Noncompetition Agreement shall cease to have any further force and effect and
shall be deemed null and void ab initio. Notwithstanding the foregoing or
anything to the contrary contained herein, in any other document or agreement or
otherwise, (A) if a termination of Employee's employment occurs pursuant to
Sections 6(b) or 6(d) and (B) a dispute arises in connection with such
termination which dispute could result in a termination of any provisions of the
Noncompetition Agreement pursuant to the terms hereunder, then such dispute will
be submitted to and resolved within 60 days of such submission by arbitration in
accordance with the Alternative Dispute Resolution provisions of this Agreement.
In the event such decision is against Buyer or Parent and otherwise would cause
any of the provisions of the Noncompetition Agreement to terminate, Buyer and
Parent shall, have the right to require the provisions set forth in the
Noncompetition Agreement to remain intact and in full force
5
and effect by paying Employee all amounts (as determined by such arbitration
panel) due to Employee, pursuant to the terms hereunder, in connection with such
termination, plus any damages that the arbitrator deems just and proper. In the
event that the arbitrator rules that there is a "prevailing party" in his award,
then the prevailing party shall also be entitled to be reimbursed its reasonable
attorneys' fees and fees of experts upon application to the arbitrator.
(f) "Cause" means and shall be limited to (i) an act of fraud,
dishonesty or disloyalty by Employee with respect to Buyer, (ii) Employee's
commission of acts constituting a felony, (iii) any breach by Employee of any
material provision of this Agreement or the Noncompetition Agreement, (iv)
Employee's willful engagement in gross misconduct materially injurious to Buyer
or its affiliates, or (v) any intentional act or gross negligence by Employee
that has a material, detrimental effect on the reputation or Business of Buyer
or its affiliates. The determination as to whether "Cause" exists shall be made
by the directors of Buyer in the exercise of their reasonable, good faith
business judgment, which judgment shall not limit Employee's rights or remedies
to challenge such judgment under this Agreement or under any applicable laws;
provided, however, prior to effective date of any such termination, the Employee
shall be given (A) a written notice by the Board of Directors of Buyer (the
"Board") stating in detail the grounds on which the proposed termination for
Cause is based, (B) a reasonable opportunity (as determined by the Board) to
cure the conduct for such termination, to the extent curable and (C) if
requested by the Employee, in writing, a reasonable opportunity to be heard by
the Board.
(g) The Employee hereby agrees that Buyer may dismiss him for Cause or
without Cause without any liability except for the payments required to be made
pursuant to the terms of this Section 6 above, and without regard to any general
or specific policies (whether written or oral) of Buyer relating to the
employment or termination of its employees. In return for tendering the
payments provided under this Section 6 immediately, in full and without
condition(s) expressly contemplated by this Agreement, to include but not
limited all amounts which may be awarded by the arbitrator, Employee for himself
and his heirs, executors, administrators and assigns ("Releasors") does hereby
remise, release, forever discharge and covenant not to ▇▇▇ Buyer, Parent or any
of their affiliated entities or respective agents, officers, directors and
employees, and any of their respective heirs, successors and assigns of and from
all manners of action, cause and causes of action, suits, debts, dues, accounts,
liabilities, covenants, contracts, agreements, claims, obligations, damages,
injuries and demands whatsoever of any kind and nature, whether foreseen or
unforeseen, contingent or actual, liquidated or unliquidated in law or in equity
which any Releasor has or may have against any of the aforementioned parties
except for claims for breaches by Buyer of express provisions of the Purchase
Agreement pursuant to which Buyer purchased all of the assets of Company.
6
7. Obligations On Termination.
(a) Upon the expiration or termination of the Employment Period for
any reason, Employee shall be deemed to have resigned from all offices,
directorships, trusteeships, or other positions he may then hold with Buyer,
Parent or an affiliated entity. Such resignation shall be deemed effective
immediately thereupon, without the requirement that a written resignation be
delivered.
(b) Employee agrees that for a period of thirty days following the
expiration or termination of the Employment Period pursuant to Section 6(b)
(other than in cases of death or disability) to use his best efforts to complete
any engagement for a client of Buyer or Parent with which he was involved; and
(ii) to provide any services which Buyer may reasonably require to discharge its
continuing obligations to its clients with respect to services performed by
Employee, and in such events Employee will be entitled to his full compensation
on a per diem basis at his then customary rate for such services.
(c) Employee understands, acknowledges and agrees that all client
receivables and work in process attributable to clients secured or work
performed by Employee during the Employment Period shall be and remain property
of Buyer after termination of Employee's employment hereunder. For a period of
thirty days following termination of the Employment Period, pursuant to Section
6(b) (other than in cases of death or disability), Employee shall use his best
efforts to assist Buyer in collecting all fees, expenses and other charges owed
to Buyer by any client of Buyer and billing such client for services rendered
prior to the termination of the Employment Period.
(d) The Employee hereby acknowledges and agrees that all "Personal
Property" (defined below) and equipment furnished to or prepared by the Employee
in the course of or incident to his employment, belong to Buyer and shall be
promptly returned to Buyer upon termination of the Employment Period. "Personal
Property" includes, without limitation, all books, manuals, records, reports,
notes, contracts, lists, blueprints, and other documents, or materials, or
copies thereof, and all other proprietary information relating to the business
of Buyer; provided, however, that nothing shall preclude the Employee from
retaining or removing (i) his personal rolodex; or (ii) information not
containing Confidential Information (as defined in Section 9(j) or a trade
secret, obtained while in the employ of Buyer. The Employee cannot retain or
remove personal property that is or contains Confidential Information or a trade
secret, obtained while in the employ of Buyer. Prior to retaining or removing
any personal property other than his personal rolodex, the Employee will inform
Buyer of what personal property he intends to retain or remove. If a dispute
arises between Buyer and the Employee, the parties shall arbitrate such dispute
in a manner mutually agreeable to them. Following termination, the Employee
will not retain any written or other tangible material containing any
Confidential Information or trade secrets, except as described above.
7
8. Alternative Dispute Resolution.
(a) In the event that any dispute shall arise among the parties
hereto as to any matter or thing covered hereby or as to the meaning of this
Agreement, or to any state of facts which may arise, or to any claim that the
Employee's civil or employment rights have been violated, same shall be settled
by the agreement of the parties, or if they are unable to agree, same shall be
settled, upon written demand of any party hereto, by arbitration in Chicago,
Illinois before a single arbitrator, selection of the arbitrator and the conduct
of the arbitration to be in accordance with the Commercial Rules for Arbitration
of the American Arbitration Association. Any award or decision rendered shall
be made by means of a written opinion explaining the arbitrator's reasons for
the award or decision, and the award or decision shall be final and binding upon
the parties hereto. The arbitrator may not amend or vary any provision of this
Agreement. Judgment upon the award or decision rendered by the arbitrator may
be entered in any court of competent jurisdiction. Whenever the arbitrator
determines that a defaulting party has acted in bad faith in violation of their
Duty of Fair Dealing, reasonable attorneys's fees shall be awarded to the non-
defaulting party in addition to any other damages or relief that the arbitrator
may deem just and proper.
(b) Refusal of one party to arbitrate shall entitle any other party
hereto to specifically enforce this Agreement in a court of competent
jurisdiction, and as a result of said refusal to arbitrate, the remaining
parties shall be entitled to receive costs, reasonable attorney's fees and their
share of the arbitration fee, if any, on a pro-rata basis. Arbitration by the
parties shall take place at a time and place as may be agreed upon, but if no
agreement shall be reached, then at the offices of the Company's then regular
attorneys at a time selected by the arbitrator.
(c) If the arbitrator determines, in his or her absolute discretion,
that any party has (i) been in default hereof, (ii) instituted the arbitration
proceeding without reasonable cause, or (iii) has taken an action or failed to
take an action without reasonable cause which warranted the institution of the
arbitration proceeding (each such party "a Defaulting Party"), as the case may
be, they shall have the right to award to the party or parties injured by such
unreasonable conduct an amount equal to the reasonable attorney's fees and costs
incurred by such injured party in such proceedings, together with the actual
cost of such arbitration proceeding itself.
(d) If the Defaulting Party does not pay to the other party the
Arbitration Award within ten (10) days of written demand therefor, and the other
party shall institute suit in a court of competent jurisdiction to enforce said
decision, the Defaulting Party shall pay to the other party the reasonable
attorney's fees and court costs incurred in such action. Nothing in this
Paragraph 8 is intended to preclude any party hereto from seeking, in an action
in a court of competent jurisdiction, (i) specific performance of an obligation
8
to him of any other party hereto, or (ii) enforcement of his rights hereunder
after the entry of an Arbitration Award.
9. Miscellaneous.
(a) Notices. All notices and other communication between the parties
pursuant to this Agreement must be in writing and will be deemed given when
delivered in person, one (1) business day after being dispatched by a nationally
recognized overnight courier service, three (3) business days after being
deposited in the U.S. Mail, registered or certified mail, return receipt
requested, or one (1) business day after being sent by facsimile (with receipt
acknowledged), to Buyer at the address of Parent's principal office (attention
to the Chief Legal Officer) at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and to
Employee (or his representatives at):
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Employee (or his representatives) may change his address for notice purposes by
delivering notice to Buyer in accordance with this Section 8(a). All notices
sent to Buyer shall also be delivered to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇.
All notices sent to Employee shall also be delivered to:
▇▇▇▇▇, Bliablias, McGuire, Pantages & ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇.
(b) Governing Law. This Agreement will be subject to and governed by
the laws of the State of New York, without regard to principles of conflicts of
laws.
(c) Binding Effect; Guaranty. This Agreement will be binding upon and
inure to the benefit of the parties and their respective heirs, legal
representatives, executors, administrators, successors, and assigns, subject to
the limitations on
9
assignment in Section 9(h). The Parent guarantees the due and punctual payment
of Base Salary and such guarantee shall not be affected by the failure of the
Employee to avert any claim or demand or to enforce any right or remedy against
the Buyer. The Parent agrees that this Section 9(c) constitutes a guarantee of
payment when due and not of collection.
(d) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersedes any other agreements, whether oral or written, between the parties
with respect to the subject matter of this Agreement.
(e) Modification. No change or modification of this Agreement will be
valid unless (i) it is in writing and signed by both of the parties hereto and
(ii) approved, in writing, by a duly authorized officer of Parent. No waiver or
change of any provision of this Agreement will be valid unless in writing and
signed by the person or party to be charged.
(f) Severability. If any provision of this Agreement is, for any
reason, invalid or unenforceable, the remaining provisions of this Agreement
will nevertheless be valid and enforceable and will remain in full force and
effect. Any provision of this Agreement that is held invalid or unenforceable
by a court of competent jurisdiction will be deemed modified to the extent
necessary to make it valid and enforceable and as so modified will remain in
full force and effect.
(g) Headings. The headings in this Agreement are inserted for
convenience only and are not to be considered in the interpretation of
construction of the provisions of this Agreement.
(h) Assignability. This Agreement may not be assigned by either party
without the prior written consent of the other party.
(i) No Strict Construction. The language used in this Agreement will
be deemed to be the language chosen by Employee and Buyer to express their
mutual intent, and no rule of strict construction will be applied against
Employee or Buyer.
(j) Confidentiality. From and after the date hereof, Employee shall
keep secret and retain in strictest confidence, and shall not, without the prior
written consent of the Buyer, furnish, make available or disclose to any third
party or use for the benefit of himself or any third party, any Confidential
Information. "Confidential Information" shall mean any information relating to
the business or affairs of Buyer, the Parent, the Kang & ▇▇▇ Advertising, Inc.,
K&L West Advertising, Inc., or the Business of Kang & ▇▇▇ Advertising, Inc., and
K&L West Advertising, Inc., including but not limited to, information
10
relating to financial statements, customer identities, potential customers,
employees, suppliers, servicing methods, equipment, programs, style and design
strategies and information, analyses, profit margins, or other proprietary
information used by the Buyer in connection with the Business; provided,
however, that Confidential Information shall not include any information which
is in the public domain or becomes known in the industry through no wrongful act
on the part of Employee and further provided that Confidential Information shall
not include any information which the party claiming confidentiality has not
affirmatively protected. Employee acknowledges that the Confidential
Information is vital, sensitive, confidential and proprietary to the Buyer and
the Parent. In the event that Employee reasonably believes after consultation
with counsel that he is required by law to disclose any Confidential
Information, he will (a) provide the Buyer and Parent with proper notice before
such disclosure in order that the Buyer and Parent may attempt to obtain a
protective order or other assurance that confidential treatment will be accorded
such confidential matters and (b) cooperate with the Buyer and Parent, at their
expense, in attempting to obtain such order or assurance.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
BUYER EMPLOYER:
ATTEST: ONE WORLD COMMUNICATIONS, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
___________________________ By: ______________________________
Treasurer
Title: ___________________________
PARENT
ATTEST: THE LEAP GROUP, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
___________________________ By: ______________________________
CFO
Title: ___________________________
EMPLOYEE:
/s/ ▇▇▇▇▇ ▇▇▇▇
By:_______________________________
▇▇▇▇▇ ▇▇▇▇
11
CERTIFICATION OF THE RESOLUTIONS OF THE BOARD OF
DIRECTORS OF THE LEAP GROUP, INC.
The undersigned, being the duly elected Secretary of The Leap Group, Inc.,
a Delaware corporation (the "Company"), hereby certifies that the following
resolutions were duly adopted by the Board of Directors of the Company on
November 11, 1997, which resolutions have not since been amended or modified and
which remain in full force and effect on the date hereof.
WHEREAS, the Corporation, or an affiliate or subsidiary of the Corporation,
intends to purchase certain assets of and assume certain liabilities of Kang &
▇▇▇ Advertising, Inc., and K&L West Advertising, Inc. (collectively "K&L") as
well as to employ K&L's sole shareholder, ▇▇▇▇▇ ▇▇▇▇, upon the terms and
conditions described to the Board at this meeting.
WHEREAS, subject to final legal documentation, the Board of Directors deem
it to be the best interest of the Corporation, by or through its subsidiary One
World Communications, Inc., to purchase certain assets of and assume certain
liabilities of K&L.
RESOLVED, that the purchase of certain assets of and assumption of certain
liabilities of K&L, as of November 1, 1997, is hereby authorized and approved on
such terms as agreed to by the officers of the Corporation and as basically
described to the Board of Directors at this meeting.
FURTHER RESOLVED, that any officer of the Corporation, whether acting
singly or without any other officer, shall be and is hereby authorized to
execute such documents to include but not limited to the Asset Purchase
Agreement, the Employment Agreement, the NonCompetition Agreement, the Stock
Option Agreement and the Side Letter Agreements, copies of which are attached to
these minutes, and to take such action on behalf of the Corporation as he may
from time to time deem necessary, advisable or proper in order to carry out and
perform the purchase of certain assets and assume certain liabilities of K&L,
all as contemplated pursuant to these Resolutions or under any other related
agreements and documents.
IN WITNESS WHEREOF, the undersigned, being the Secretary of the Company,
has executed this certification this 11th day of November, 1997.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary