EXECUTIVE EMPLOYMENT AGREEMENT
This
Executive Employment Agreement (this “Agreement”) is made as of the 1st day of
December, 2004 by and among NeoReach, Inc., a Delaware corporation (the
“Company”), MobilePro Corp, a Delaware corporation, as guarantor of the
financial provisions of this contract (“Mobilepro”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, a
natural person, residing in the State of California (“▇▇. ▇▇▇▇▇▇▇▇▇▇▇”).
WHEREAS, the
Company wishes to employ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ as its President and Chief Executive
Officer of the Company and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ wishes to accept such
employment;
WHEREAS, the
Company and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ wish to set forth the terms of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇
employment and certain additional agreements between ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and the
Company.
NOW,
THEREFORE, in
consideration of the foregoing recitals and the representations, covenants and
terms contained herein, the parties hereto agree as follows:
(1) Employment
Period
The
Company will employ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ will serve the Company,
under the terms of this Agreement commencing January 1, 2005 (the “Commencement
Date”) for a term of twelve (12) months unless earlier terminated under Section
4 hereof. The period of time between the commencement and the termination of ▇▇.
▇▇▇▇▇▇▇▇▇▇▇’▇ employment hereunder shall be referred to herein as the
“Employment Period.”
(2) Duties
and Status
The
Company hereby engages ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ as its President and Chief Executive
Officer on the terms and conditions set forth in this Agreement. During the term
of the Employment Period, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall report directly to the Chairman
of the Board of the Company and shall exercise such authority, perform such
executive functions and discharge such responsibilities as are reasonably
associated with ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ position, commensurate with the authority
vested in ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ pursuant to this Agreement and consistent with the
governing documents of the Company. ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall have responsibility
for building Neoreach’s business including development of its ZigBee
semiconductor chip, providing supervision for one or more California and Nevada
based internet service providers, assisting Mobilepro with its development of a
nationwide fixed wireless network and such other duties as are mutually agreed
upon between ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, the Company and Mobilepro. It is the mutual
understanding of the Company and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ will spend
a portion of his time operating out of his home office and a portion of his time
at one or more California and/or Nevada offices as they are established. Such
time allocation will be left to ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ reasonable business
judgment.
(3) Compensation
and Benefits
|
(a) |
Salary.
During the Employment Period the Company shall pay to ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, as
compensation for the performance of his duties and obligations under this
Agreement, a base salary of Fifteen Thousand Dollars ($15,000) per month,
payable semi-monthly, beginning January 15, 2005.
|
|
(b) |
Insurance.
The
Company shall reimburse ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ for all health insurance policies
for himself and his family (not to exceed $1100 per month) until such time
as Company establishes like type insurance coverage.
|
|
(c) |
Vacation:
The Company will provide ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ with three (3) weeks paid
vacation per annum. The vacation time may be used at any point during the
year, but ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall not be entitled to cash compensation if he
fails to use the vacation. |
|
(d) |
Bonus.
During the Employment Period, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be eligible for an
annual bonus on terms and conditions to be mutually agreed upon by ▇▇.
▇▇▇▇▇▇▇▇▇▇▇ and the Company by March 31, 2005.
Such annual bonus will be targeted to achieve between_25% and 150% of ▇▇.
▇▇▇▇▇▇▇▇▇▇▇’▇ base salary, but could be higher depending on outstanding
performance. |
|
(e) |
Equity.
As partial consideration for entering into this Agreement, the Company
hereby grants ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ warrants to acquire three million
(3,000,000) shares of the Company’s common stock at an exercise price or
$0.16 per share (the “Warrant”). The warrants shall vest ratably over the
twelve (12) months of the Agreement, or immediately if ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇
employment is terminated without cause or for good reason (as described in
Section 4 hereof). |
|
(f) |
Business
Expenses.
During the Employment Period, Company shall promptly reimburse ▇▇.
▇▇▇▇▇▇▇▇▇▇▇ for all appropriately documented and reasonable business and
travel expenses incurred by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ in the performance of his
duties under this Agreement. |
(4) Termination
of Employment
| (a) |
Termination
for Cause.
The Company may terminate ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ employment hereunder for Cause
(defined below). For purposes of this Agreement and subject to ▇▇.
▇▇▇▇▇▇▇▇▇▇▇’▇ opportunity to cure as provided in Section 4(c) hereof, the
Company shall have Cause to terminate ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ employment
hereunder if such termination shall be the result
of: |
|
(i)
|
a
material breach
of fiduciary duty or material breach
of the terms of this Agreement or any other agreement between ▇▇.
▇▇▇▇▇▇▇▇▇▇▇ and the Company (including without limitation any agreements
regarding confidentiality, inventions assignment and non-competition),
which, in the case of a material breach
of the terms of this Agreement or any other agreement, remains uncured for
a period of thirty (30) days following receipt of written notice from the
Board specifying the nature of such breach; |
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(ii)
|
the
commission by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ of any act of embezzlement, fraud, larceny
or theft on or from the Company; |
|
(iii)
|
Substantial
and continuing neglect or inattention by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ of the duties of
his employment or the willful misconduct or gross negligence of ▇▇.
▇▇▇▇▇▇▇▇▇▇▇ in connection with the performance of such duties which
remains uncured for a period of fifteen (15) calendar days following
receipt of written notice from the Board specifying the nature of such
breach; |
|
(iv)
|
The
commission by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ of any crime involving moral turpitude or a
felony; or |
|
(v) |
▇▇.
▇▇▇▇▇▇▇▇▇▇▇’▇ performance or omission of any act which, in the judgment of
the Board, if known to the customers, clients, stockholders or any
regulators of the Company, would have a material and adverse impact on the
business of the Company. |
| (b) |
Termination
for Good Reason.
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall have the right at any time to terminate his
employment with the Company upon not less than thirty (30) days prior
written notice of termination for Good Reason (defined below). For
purposes of this Agreement and subject to the Company’s opportunity to
cure as provided in Section 4(c) hereof, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall have Good
Reason to terminate his employment hereunder if such termination shall be
the result of: |
| (i) |
The
breach by the Company of any material provision of this Agreement or any
stock option or warrant agreement; |
| (ii) |
A
requirement by the Company that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ perform any act or refrain
from performing any act that would be in violation of any applicable law;
or |
| (iii) |
A
material diminution of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ responsibilities with the
Company. |
| (c) |
Notice
and Opportunity to Cure.
Notwithstanding the foregoing, it shall be a condition precedent to the
Company’s right to terminate ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ employment for Cause and
▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ right to terminate for Good Reason that (i) the party
seeking termination shall first have given the other party written notice
stating with specificity the reason for the termination (“breach”) and
(ii) if such breach is susceptible of cure or remedy, a period of fifteen
(15) days from and after the giving of such notice shall have elapsed
without the breaching party having effectively cured or remedied such
breach during such 15-day period, unless such breach cannot be cured or
remedied within fifteen (15) days, in which case the period for remedy or
cure shall be extended for a reasonable time (not to exceed an additional
thirty (30) days) provided the breaching party has made and continues to
make a diligent effort to effect such remedy or
cure. |
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| (d) |
Voluntary
Termination.
At the election of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, upon not less than sixty (60) days
prior written notice of termination other than for Good Reason, ▇▇.
▇▇▇▇▇▇▇▇▇▇▇ may terminate his employment with the
Company. |
| (e) |
Termination
Upon Death or Permanent and Total Disability.
The Employment Period shall be terminated by the death of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇.
The Employment Period may be terminated by the Board of Directors of the
Company if ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall be rendered incapable of performing his
duties to the Company by reason of any medically determined physical or
mental impairment that can be reasonably expected to result in death or
that can be reasonably be expected to last for a period of either (i) six
(6) or more consecutive months from the first date of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇
absence due to the disability or (ii) nine (9) months during any
twelve-month period (a “Permanent and Total Disability”). If the
Employment Period is terminated by reason of a Permanent and Total
Disability of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, the Company shall give thirty (30) days’
advance written notice to that effect to ▇▇.
▇▇▇▇▇▇▇▇▇▇▇. |
| (f) |
Termination
Without Cause.
At the election of the Company, otherwise than for Cause, upon not less
than sixty (60) days written notice of
termination. |
| (g) |
Termination
for Business Failure.
Anything contained herein to the contrary notwithstanding, in the event
the Company’s business is discontinued because continuation is rendered
impracticable by substantial financial losses, lack of funding, legal
decisions, administrative rulings, declaration of war, dissolution,
national or local economic depression or crisis or any reasons beyond the
control of the Company, then this Agreement shall terminate as of the day
the Company determines to cease operation with the same force and effect
as if such day of the month were originally set as the termination date
hereof. In the event this Agreement is terminated pursuant to this Section
4(g), the Executive will be entitled to severance pay per the terms of
section(s) 5a and/or 5b. |
(5)
Consequences
of Termination
| (a) |
Without
Cause or for Good Reason.
In the event of a termination of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ employment
during the Employment Period by the Company other than for Cause
pursuant to Section 4(f) or by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ for Good Reason pursuant
to Section 4(b) (e.g.,
due to a Change of Control of the Company, where Change of Control
means:
(i) the acquisition (other than from the Company) in one or
more transactions by any Person, as defined in this Section 5(a),
of the beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended) of 50% or
more of (A) the then outstanding shares of the securities of
the Company, or (B) the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election
of directors (the “Company Voting Stock”); (ii) the
closing of a sale or other conveyance of all or substantially all
of the assets of the Company; or (iii) the effective time of
any merger, share exchange, consolidation, or other business combination
of the Company if immediately after such transaction persons who
hold a majority of the outstanding voting securities entitled to
vote generally in the election of directors of the surviving entity
(or the entity owning 100% of such surviving entity) are not persons
who, immediately prior to such transaction, held the Company Voting
Stock; provided,
however,
that a Change of Control shall not include a
public offering of capital stock of the Company. For
purposes of this Section 5(a), a “Person” means
any individual, entity or group within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended,
other than: employee benefit plans sponsored or maintained by the
Company and corporations controlled by the Company, the Company
shall pay ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ (or his estate) and provide him with the
following: |
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(i) |
Lump-Sum
Payment. A
lump-sum cash payment, payable thirty (30) days after ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇
termination of employment, equal to the sum of the
following: |
1) Salary. The
equivalent of six months (the “Severance Period”) of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇
then-current base salary; plus
2) Earned
but Unpaid Amounts. Any
previously earned but unpaid salary through ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ final date of
employment with the Company, and any previously earned but unpaid bonus amounts
prior to the date of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ termination of employment.
3) Equity. ▇▇.
▇▇▇▇▇▇▇▇▇▇▇ shall retain all warrants vested at time of termination, but shall
be required to exercise them within twelve (12) months of termination. All
unvested warrants shall immediately vest and be retained by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, but
he shall be required to exercise them within twelve (12) months of termination.
|
(b) |
Other
Benefits.
The Company shall provide continued coverage for the Severance Period
under all health, life, disability and similar employee benefit plans and
programs of the Company on the same basis as ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ was entitled
to participate immediately prior to such termination, provided that ▇▇.
▇▇▇▇▇▇▇▇▇▇▇’▇ continued participation is possible under the general terms
and provisions of such plans and programs. In the event that ▇▇.
▇▇▇▇▇▇▇▇▇▇▇’▇ participation in any such plan or program is barred, the
Company shall use its commercially reasonable efforts to provide ▇▇.
▇▇▇▇▇▇▇▇▇▇▇ with benefits substantially similar (including all tax
effects) to those which ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ would otherwise have been entitled
to receive under such plans and programs from which his continued
participation is barred. In the event that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ is covered
under substitute benefit plans of another employer prior to the expiration
of the Severance Period, the Company will no longer be obligated to
continue the coverage’s provided for in this Section
5(b). |
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|
(c) |
Other
Termination of Employment.
In the event that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ employment with the Company is
terminated during the Employment Period by the Company for Cause (as
provided for in Section 4(a) hereof) or by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ other than for
Good Reason (as provided for in Section 4(b) hereof), the Company shall
pay or grant ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ any earned but unpaid salary, bonus, and
warrants through ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ final date of employment with the
Company, and the Company shall have no further obligations to ▇▇.
▇▇▇▇▇▇▇▇▇▇▇. |
|
(d) |
Withholding
of Taxes.
All payments required to be made by the Company to ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ under
this Agreement shall be subject only to the withholding of such amounts,
if any, relating to tax, excise tax and other payroll deductions as may be
required by law or regulation. |
|
(e) |
No
Other Obligations.
The benefits payable to ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ under this Agreement are not in
lieu of any benefits payable under any employee benefit plan, program or
arrangement of the Company, except as specifically provided herein, and
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ will receive such benefits or payments, if any, as he may
be entitled to receive pursuant to the terms of such plans, programs and
arrangements. Except for the obligations of the Company provided by the
foregoing and this Section 5, the Company shall have no further
obligations to ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ upon his termination of
employment. |
|
(f) |
No
Mitigation or Offset.
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall have no obligation to mitigate the damages provided
by this Section 5 by seeking substitute employment or otherwise and there
shall be no offset of the payments or benefits set forth in this Section 5
except as provided in Section 5(a)(ii). |
(6) Governing
Law
This
Agreement and the rights and obligations of the parties hereto shall be
construed in accordance with the laws of the State of California, without giving
effect to the principles of conflict of laws.
(7) Indemnity
and Insurance
The
Company shall indemnify and save harmless ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ for any liability
incurred by reason of any act or omission performed by ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ while
acting in good faith on behalf of the Company and within the scope of the
authority of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ pursuant to this Agreement and to the fullest
extent provided under the Bylaws, the Certificate of Incorporation and the
General Corporation Law of the State of Delaware, except that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇
must have in good faith believed that such action was in, or not opposed to, the
best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such conduct was
unlawful
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The
Company shall provide that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ is covered by any Directors and
Officers insurance that the Company provides to other senior executives and/or
board members.
(8) Non-Disparagement
At all
times during the Employment Period and for a period of five (5) years thereafter
(regardless of how ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ employment was terminated), ▇▇. ▇▇▇▇▇▇▇▇▇▇▇
shall not, directly or indirectly, make (or cause to be made) to any person any
disparaging, derogatory or other negative or false statement about the Company
(including its products, services, policies, practices, operations, employees,
sales representatives, agents, officers, members, managers, partners or
directors). Likewise the Company shall not, directly or indirectly, make (or
cause to be made) to any person any disparaging, derogatory or other negative or
false statement about ▇▇. ▇▇▇▇▇▇▇▇▇▇▇.
(9) Cooperation
with the Company After Termination of Employment
Following
termination of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ employment for any reason, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇
shall reasonably cooperate with the Company in all matters relating to the
winding up of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ pending work on behalf of the Company including,
but not limited to, any litigation in which the Company is involved, and the
orderly transfer of any such pending work to other employees of the Company as
may be designated by the Company. Following any notice of termination of
employment by either the Company or ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, the Company shall be
entitled to such full time or part time services of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ as the
Company may reasonably require during all or any part of the sixty (60)-day
period following any notice of termination, provided that ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ shall
be compensated for such services at the same rate as in effect immediately
before the notice of termination.
(10) Lock-up
Period and Volume Limitation.
▇▇.
▇▇▇▇▇▇▇▇▇▇▇ agrees that he will not sell or otherwise transfer or dispose of any
shares of the Company’s common stock that he owns or is entitled to receive
following the exercise of any Warrants or convertible securities that he may
receive following the Commencement Date until January 1, 2006.
(11) Notice
All
notices, requests and other communications pursuant to this Agreement shall be
sent by overnight mail to the following addresses:
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If to ▇▇.
▇▇▇▇▇▇▇▇▇▇▇:
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
If to the
Company:
NeoReach,
Inc.
Attn: ▇▇▇
▇. ▇▇▇▇▇▇, Chairman
▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(12) Waiver
of Breach
Any
waiver of any breach of this Agreement shall not be construed to be a continuing
waiver or consent to any subsequent breach on the part of either ▇▇. ▇▇▇▇▇▇▇▇▇▇▇
or of the Company.
(13) Non-Assignment
/ Successors
Neither
party hereto may assign his or its rights or delegate his or its duties under
this Agreement without the prior written consent of the other party; provided,
however, that (i) this Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Company upon any sale or all or
substantially all of the Company’s assets, or upon any merger, consolidation or
reorganization of the Company with or into any other corporation, all as though
such successors and assigns of the Company and their respective successors and
assigns were the Company; and (ii) this Agreement shall inure to the benefit of
and be binding upon the heirs, assigns or designees of ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ to the
extent of any payments due to them hereunder. As used in this Agreement, the
term “Company” shall be deemed to refer to any such successor or assign of the
Company referred to in the preceding sentence.
(14) Severability
To the
extent any provision of this Agreement or portion thereof shall be invalid or
unenforceable, it shall be considered deleted there from and the remainder of
such provision and of this Agreement shall be unaffected and shall continue in
full force and effect.
(15) Counterparts
This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.
(16) Arbitration
Before
invoking the arbitration procedures set forth below, the parties shall
participate in good faith in mediation of any dispute arising out of this
agreement, through the American Arbitration Association, in the State of
California. The cost of mediation shall be borne by the parties equally. In the
event that there is any controversy which cannot be resolved through reasonable
negotiation and/or mediation, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and the Company shall submit to
mandatory and exclusive binding arbitration, any controversy or claim arising
out of, or relating to, this Agreement or any breach hereof, provided, however,
that the parties retain their right to, and shall not be prohibited, limited or
in any other way restricted from, seeking or obtaining equitable relief from a
court having jurisdiction over the parties. Such arbitration shall be governed
by the Federal Arbitration Act and conducted through the American Arbitration
Association (“AAA”) in the state of California, before a single neutral
arbitrator, in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association in effect at that
time. The parties may conduct only essential discovery prior to the hearing, as
defined by the AAA arbitrator. The arbitrator shall issue a written decision,
which contains the essential findings and conclusions on which the decision is
based. Mediation shall be governed by, and conducted through, the AAA. Judgment
upon the determination or award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. The Company shall pay all arbitrator’s fees,
filing fees, and administrative fees in connection with any such arbitration.
The arbitrator may award the prevailing party his/its reasonable attorneys fees
in an amount as the arbitrator deems proper.
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(17) Entire
Agreement
This
Agreement and all schedules and other attachments hereto constitute the entire
agreement by the Company and ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ with respect to the subject matter
hereof and, except as specifically provided herein, supersedes any and all prior
agreements or understandings between ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and the Company with
respect to the subject matter hereof, whether written or oral (including that
certain consulting arrangement between ▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and the Company). This
Agreement may be amended or modified only by a written instrument executed by
▇▇. ▇▇▇▇▇▇▇▇▇▇▇ and the Company.
IN
WITNESS WHEREOF, the
parties have executed this Agreement as of December 1, 2005.
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ |
NEOREACH,
INC. |
|
By:
_______________________ |
By:
______________________ |
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ |
▇▇▇
▇. ▇▇▇▇▇▇, Chairman |
(guaranteeing
the financial provisions of this contract)
By:_______________________________
▇▇▇ ▇.
▇▇▇▇▇▇, Chairman and CEO
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