EXHIBIT 10.36 EMPLOYMENT AGREEMENT WITH ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Employment Agreement
This Employment Agreement (the "Agreement") is entered into by and
among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual residing in the State of Florida (the
"Corporate Information Spokesperson"); Equity Growth Systems, 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 ("Equity Growth" and
the "Exchange Act," respectively); and, American Internet Technical Center,
Inc., a Florida corporation ("American Internet"), Equity Growth, American
Internet and all other subsidiaries of Equity Growth, whether current or
subsequently formed or acquired, being collectively hereinafter referred to as
the "Consolidated Corporation," and the Consolidated Corporation and the
Corporate Information Spokesperson being sometimes hereinafter collectively to
as the "Parties" or generically as a "Party".
Preamble:
WHEREAS, The Consolidated Corporation, and the Consolidated
Corporation's boards of directors are of the opinion that in light of their
public status and the importance of dissemination of accurate and complete
information concerning their business affairs, it is critical to appoint one
person with responsibility for gathering, verifying, securing required approvals
and then disseminating information in full compliance with all applicable laws;
and
WHEREAS, the Corporate Information Spokesperson is experienced and well
known in the financial community and is thoroughly knowledgeable with the
communications related obligations and restriction imposed on public companies
by the Exchange Act, as well as by the Securities Act of 1933, as amended (the
"Securities Act"); and
WHEREAS, the Corporate Information Spokesperson is agreeable to serving
as the Consolidated Corporation's corporate information spokesperson 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 the Corporate
Information Spokesperson's employment hereunder shall be deemed to commence on
first business day of the first week following the
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last date appearing on the signature page of this Agreement and continue until
June 30, 2000, unless extended or earlier terminated by Equity Growth as
hereinafter set forth.
1.2 Renewals.
This Agreement shall be renewed automatically, after expiration of the
original term, on a continuing annual basis, unless the Party wishing not to
renew this Agreement provides the other Party with written notice of its
election not to renew ("Termination Election Notice") on or before the 30th day
prior to termination of the then current term.
1.3 Earlier Termination.
Equity Growth and American Internet shall each have the right to
terminate this Agreement prior to the expiration of its Term, as it applies to
them (without affecting the Agreement as it applies to the other, except in
conjunction with the compensation aspects thereof), or of any renewals thereof,
subject to the provisions of Section 1.4, for the following reasons:
(a) For Cause:
(1) Equity Growth and American Internet may each terminate the
Corporate Information Spokesperson's employment under this
Agreement at any time for cause.
(2) Such termination shall be evidenced by written notice thereof
to the Corporate Information Spokesperson, which notice shall
specify the cause for termination.
(3) For purposes hereof, the term "cause" shall mean:
(a) The inability of the Corporate Information
Spokesperson, through sickness or other incapacity,
to discharge her duties under this Agreement for 15
or more consecutive days or for a total of 30 or more
days in a period of twelve consecutive months;
(b) The refusal of the Corporate Information Spokesperson
to follow the directions of the Consolidated
Corporation's boards of directors, or their
presidents or other superior officers;
(c) Dishonesty; theft; or conviction of a crime involving
moral turpitude;
(d) Material default in the performance by the Corporate
Information Spokesperson of her obligations, services
or duties required under this Agreement (other than
for illness or incapacity) 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.
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(b) Discontinuance of Business:
In the event that Equity Growth or American Internet discontinues
operating its business, this Agreement shall terminate as to that
entity 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 Equity Growth, American Internet or the
Consolidated Corporation shall not be deemed a termination of their
respective business.
(c) Death:
This Agreement shall terminate immediately on the death of the
Corporate Information Spokesperson; however, all accrued compensation at such
time shall be promptly paid to the Corporate Information Spokesperson's estate.
1.4 Final Settlement.
Upon termination of this Agreement and payment to the Corporate
Information Spokesperson of all amounts due her hereunder, the Corporate
Information Spokesperson or her 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
submitted pursuant to the terms of this Agreement and which remain unpaid, and,
shall forthwith tender to the terminating entity 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.
Equity Growth hereby hires the Corporate Information Spokesperson and
the Corporate Information Spokesperson hereby accepts such employment, in
accordance with the terms, provisions and conditions of this Agreement.
2.2 General Description of Duties.
(a) The Corporate Information Spokesperson shall be employed as the
corporate information spokesperson for Equity Growth and its
subsidiaries, including American Internet, and shall
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perform the duties generally associated with the position of corporate
information spokesperson thereof.
(b) Without limiting the generality of the foregoing, the Corporate
Information Spokesperson shall:
(1) Serve as the principal point of contact between the Consolidated
Corporation and:
(a) The media (print, electronic, voice and picture);
(b) The investment community;
(c) Their security holders;
(2) Be responsible for the collection and maintenance of all
information concerning the Consolidated Corporation and for
verification of the accuracy and completeness thereof;
(3) Assist in the prepare and distribution of regular reports of
the activities of the Consolidated Corporation to the
investment community, the press, their securities holders and
the general public;
(4) Assist in development and implement all public relations
programs required by the Consolidated Corporation;
(5) Be responsible for securing prior written approval for the
release of any information concerning the Consolidated
Corporation from any regulatory authorities (e.g., the
Securities and Exchange Commission [the "Commission") or self
regulatory organizations (e.g., the National Association of
Securities Dealers, Inc. [the "NASD"]) having jurisdiction
over dissemination of such information; the boards of
directors and chief executive officers of the Consolidated
Corporation, and from Equity Growth's General Counsel;
(6) Maintain orderly and easy to find records of all corporate
information released by her.
(7) Perform such other duties as are assigned to her by the
Consolidated Corporation's president and boards of directors,
subject to compliance with all applicable laws and fiduciary
obligations.
(c) The Corporate Information Spokesperson covenants to perform in good
faith her employment duties, devoting substantially all of her business
time, energies and abilities to the proper and efficient management
and execution thereof and for its benefit.
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2.3 Status.
(1) The Corporate Information Spokesperson shall serve as an employee of
Equity Growth but shall have no authority to act as an agent thereof,
or to bind Equity Growth or its subsidiaries as a principal or agent
thereof, all such functions being reserved to their officers as
specified by their boards of directors and in compliance with the
requirements of their constituent documents.
(2) The Corporate Information Spokesperson hereby covenants and agrees that
she shall not hold herself out as an authorized agent of the
Consolidated Corporation unless such authority is specifically assigned
to her, on a case by case basis, by the boards of directors of the
Constituent Corporation, pursuant to a duly adopted resolution which
remains in effect.
(3) The Corporate Information Spokesperson hereby represents and warrants
to Equity Growth and American Internet that she is subject to no legal,
self regulatory organization (e.g., National Association of Securities
Dealers, Inc.'s bylaws) or regulatory impediments to the provision of
the services called for by this Agreement, or to receipt of the
compensation called for under this Agreement or any supplements
thereto; and, the Corporate Information Spokesperson hereby irrevocably
covenants and agrees to immediately bring to the attention of Equity
Growth 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.
The Corporate Information Spokesperson shall, unless specifically
otherwise authorized by Consolidated Corporation's board of directors, on a case
by case basis, devote her business time ex clusively to the affairs of the
Consolidated Corporation.
2.5 Limitations on Services
(a) The Parties recognize that certain responsibilities and obligations are
imposed by federal and state securities laws and by the applicable
rules and regulations of stock exchanges, the National Association of
Securities Dealers, Inc., in-house "due diligence" or "compliance"
departments of Licensed Securities Firms, etc.; accordingly, the
Corporate Information Spokesperson agrees that she will not:
(1) Release any financial or other material information or data
about the Consolidated Corporation without the prior written
consent and approval of Equity Growth's General Counsel;
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(2) Conduct any meetings with financial analysts without informing
Equity Growth's General Counsel and board of directors in
advance of the proposed meeting and the format or agenda of
such meeting;
(3) Release any information or data about the Consolidated
Corporation to any selected or limited person(s), entity, or
group if the Corporate Information Spokesperson is aware that
such information or data has not been generally released or
promulgated.
(b) In any circumstances where the Corporate Information Spokesperson is
describing the securities of Equity Growth to a third party, the
Corporate Information Spokesperson shall disclose to such person any
compensation received from Equity Growth 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 her services, the Corporate Information Spokesperson shall
not disclose to any third party any confidential non-public information
furnished by Equity Growth or American Internet or otherwise obtained
by it with respect to the Consolidated Corporation.
(d) The Corporate Information Spokesperson shall restrict or cease, as
directed by Equity Growth, all efforts on behalf of the Consolidated
Corporation, including all dissemination of information regarding the
Consolidated Corporation, immediately upon receipt of instructions (in
writing by fax or letter) to that effect from Equity Growth.
(e) If the Corporate Information Spokesperson learns of any pending public
securities offering to be made or expected to be by made the
Consolidated Corporation, the Corporate Information Spokesperson shall
immediately cease any public relations activities on behalf of the
Consolidated Corporation until receipt of written instructions from
Equity Growth's General Counsel as to how to proceed, and thereafter
shall proceed only in accordance with such written instructions.
(f) The Corporate Information Spokesperson shall not take any action which
would in any way adversely affect the reputation, standing or prospects
of Equity Growth or the Consolidated Corporation or which would cause
Equity Growth or the Consolidated Corporation to be in violation of
applicable laws.
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Article Three
Compensation
3.1 Compensation.
1. As consideration for the Corporate Information Spokesperson's services
to the Consolidated Corporation the Corporate Information Spokesperson
shall be entitled to a gross monthly salary of $2,000 payable in
bi-monthly installments of $1,000 less related taxes and withholding
obligations imposed under federal, state or local laws (the "Base
Salary").
2. (1) In addition to the Base Salary, the Corporate Information
Spokesperson shall be entitled to an option to purchase up to
48,000 shares of Equity Growth's common stock at an exercise
price of $_.00 per share, vesting at the rate of 4,000 shares
per month, provided that she remains in the employ of the
Consolidated Corporation at the time of exercise (the
"Options").
2. The Options shall be exercisable for a period of 12 months
from their date of vesting and will be issued in reliance on
the exemption from registration under Section 5 of the
Securities Act and the Florida securities and Investor
Protection Act (the "Florida Act"), pursuant to Section 4(2)
of the Securities Act and Section 517.061(11) of the Florida
Act.
3. The Corporate Information Spokesperson hereby represents,
warrants, covenants and acknowledges that:
(A) The securities being issued as compensation under
Section 3.1(b) of 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(2) of the
Act and comparable provisions of the Florida Act;
2. The Corporate Information Spokesperson shall be
responsible for preparing and filing any reports
concerning this transaction with the Florida Division
of Securities (none being expected), and payment of
any required filing fee (none being expected);
3. 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 Equity
Growth is provided to Equity Growth's General Counsel
to the effect that such registration is not required
as a result of applicable exemptions therefrom;
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4. Equity Growth's transfer agent shall be instructed
not to transfer any of the Securities unless the
General Counsel for Equity Growth advises it that
such transfer is in compliance with all applicable
laws;
5. The Corporate Information Spokesperson is acquiring
the Securities for her own account, for investment
purposes only, and not with a view to further sale or
distribution; and
6. The Corporate Information Spokesperson or her
advisors have examined Equity Growth's books and
records and questioned its officers and directors as
to such matters involving Equity Growth as she deemed
appropriate.
4. In the event that Equity Growth files a registration or
notification statement with the Commission or any state
securities regulatory authorities registering or qualifying
any of its securities for sale or resale to the public as free
trading securities, it will notify the Corporate Information
Spokesperson of such intent at least 15 business days prior to
such filing, and shall, if requested by her, include any
shares theretofore issued upon exercise of the Options in such
registration or notification statement, provided that the
Corporate Information Spokesperson c ooperates in a timely
manner with any requirements for such registration or
qualification by notification, including, without limitation,
the obligation to provide complete and accurate information
therefor.
3.2 Benefits
The Corporate Information Spokesperson 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.
The Consolidated Corporation will defend, indemnify and hold the
Corporate Information Spokesperson 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 her in good faith on
behalf of the Consolidated Corporation, their affiliates or for other persons or
entities at the request of the board of directors of Equity Growth or American
Internet, to the fullest extent legally permitted, and in conjunction therewith,
shall assure that all required expenditures are made in a manner making it
unnecessary for the Corporate Information Spokesperson to incur any out of
pocket expenses; provided, however, that the Corporate Information Spokesperson
permits Equity Growth to select and supervise all personnel involved in such
defense and that the Corporate Information Spokesperson waive any conflicts of
interest that such personnel may have as a result of also representing the
Consolidated Corporation, 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.
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Article Four
Special Covenants
4.1 Confidentiality.
(a) The Corporate Information Spokesperson acknowledges that, in and as a
result of her employment hereunder, she will be developing for the
Consolidated Corporation, making use of, acquiring and/or adding to,
confidential information of special and unique nature and value
relating to such matters as the Consolidated Corporation'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 the Consolidated Corporation, the Corporate
Information Spokesperson hereby covenants and agrees that she shall
not, at anytime during or following the terms of her 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 her as a result of her employment
by the Consolidated Corporation, or the Consolidated Corporation's
affiliates.
(b) In the event of a breach or threatened breach by the Corporate
Information Spokesperson of any of the provisions of this Section 4.1,
the Consolidated Corporation, in addition to and not in limitation of
any other rights, remedies or damages available to the Consolidated
Corporation, whether at law or in equity, shall be entitled to a
permanent injunction in order to prevent or to restrain any such breach
by the Corporate Information Spokesperson, or by the Corporate
Information Spokesperson's partners, agents, representatives, servants,
employers, employees, affiliates and/or any and all persons directly or
indirectly acting for or with her.
4.2 Special Remedies.
In view of the irreparable harm and damage which would undoubtedly
occur to the Consolidated Corporation as a result of a breach by the Corporate
Information Spokesperson of the covenants or agreements contained in this
Article Four, and in view of the lack of an adequate remedy at law to protect
the Consolidated Corporation's interests, the Corporate Information Spokesperson
hereby covenants and agrees that the Consolidated Corporation shall have the
following additional rights and remedies in the event of a breach hereof:
(a) The Corporate Information Spokesperson hereby consents to the issuance
of a permanent injunction enjoining her 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 the Consolidated Corporation may sustain
prior to the effective enforcement of such injunction,
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the Corporate Information Spokesperson hereby covenants and agrees to
pay over to the Consolidated Corporation, in the event she violates the
covenants and agreements contained in Section 4.2 hereof, the greater
of:
(i) Any payment or compensation of any kind received by her 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 the Consolidated Corporation as a result of
such violation, the Parties hereto agreeing that such liquidated
damages are not intended as the exclusive remedy available to the
Consolidated Corporation 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 the Consolidated Corporation from the
injury caused by such breaches would be injunctive relief.
4.3 Cumulative Remedies.
The Corporate Information Spokesperson 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 the Consolidated
Corporation is or may be entitled to, whether at law or in equity, under or
pursuant to this Agreement.
4.4 Acknowledgment of Reasonableness.
The Corporate Information Spokesperson hereby represents, warrants and
acknowledges that she 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 the Consolidated Corporation, its officers, directors and other
employees; consequently, in the event that any of the above-described
restrictions shall be held unenforceable by any court of competent jurisdiction,
the Corporate Information Spokesperson hereby covenants, agrees and directs such
court to substitute a reasonable judicially enforceable limitation in place of
any limitation deemed unenforceable and, the Corporate Information Spokesperson
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, the
Corporate Information Spokesperson 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.
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4.5 Unauthorized Acts.
The Corporate Information Spokesperson hereby covenants and agrees that
she will not do any act or incur any obligation on behalf of Equity Growth or
American Internet of any kind whatsoever, except as authorized by the board of
directors of the subject entity or by its stockholders pursuant to duly adopted
stockholder action.
4.6 Covenant not to Disparage
The Corporate Information Spokesperson hereby irrevocably covenants and
agrees that during the term of this Agreement and after its termination, she
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 the Corporate Information Spokesperson:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇;
telephone (▇▇▇) ▇▇▇-▇▇▇▇;
To Equity Growth: Equity Growth Systems, inc.
Equity Growth Systems, inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇;
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President; with a copy to
G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esquire; General Counsel
Equity Growth Systems, inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Fax (▇▇▇) ▇▇▇-▇▇▇▇; and,
e-mail, ▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.
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To American Internet:
American Internet Technical Center, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, President.
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇; e-mail ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
To Yankees:
The Yankee Companies, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇; ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, President
Telephone (▇▇▇) ▇▇▇-▇▇▇▇, Fax (▇▇▇) ▇▇▇-▇▇▇▇;
and, e-mail ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇;
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 Equity Growth 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 Part acknowledging that applicable
rules of the Florida Bar prevent Equity Growth's general
counsel, who has reviewed, approved and caused modifications
on behalf of the Consolidated Corporation, from representing
anyone other than the Consolidated Corporation in this
transaction.
5.2 Amendment.
(1) 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.
(2) This Agreement may not be modified without the consent of a majority in
interest of Equity Growth's stockholders.
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5.3 Merger.
(a) This instrument contains all of the understandings and agreements of
the Parties with respect to the subject matter discussed herein.
(b) All prior agreements whether written or oral, are merged herein and shall be
of no force or effect.
5.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
5.5 Severability.
If any provision or any portion of any provision of this Agreement, or
the application of such provision or any portion thereof to any person or
circumstance shall be held invalid or unenforceable, the remaining portions of
such provision and the remaining provisions of this Agreement or the application
of such provision or portion of such provision as is held invalid or
unenforceable to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be effected thereby.
5.6 Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the
State of Florida but any proceeding arising between the Parties in any matter
pertaining or related to this Agreement shall, to the extent permitted by law,
be held in Broward County, Florida.
5.7 Litigation.
(a) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the
prevailing Party shall be entitled to recover its costs and expenses,
including reasonable attorneys' fees up to and including all
negotiations, trials 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, two by Equity Growth, one by American
Internet and three by the Corporate Information
Spokesperson.
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(B) The mediation efforts shall be concluded within ten
business days after their in itiation 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, two by
Equity Growth, one by American Internet and three by the
Corporate Information Spokesperson.
(3) (A) Expenses of mediation shall be borne by the
Consolidated Corporation, 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.
5.8 Benefit of Agreement.
(1) This Agreement may not be assigned by the Corporate Information
Spokesperson without the prior written consent of the Consolidated
Corporation.
(2) 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.
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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 the
Consolidated Corporation.
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.
(3) 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
Corporate Information Spokesperson
--------------------------
-------------------------- ------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Dated: July ___, 1999
Equity Growth Systems, inc.
a Delaware corporation
--------------------------
__________________________ By: ___________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
(CORPORATE SEAL)
Attest: ________________________
G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esquire
General Counsel & Secretary
Dated: July ___, 1999
American Internet Technical Center, Inc.
a Florida corporation.
--------------------------
__________________________ By: ___________________________
J. ▇▇▇▇▇ ▇▇▇▇▇▇▇, President
(CORPORATE SEAL)
Attest: ________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Senior Vice President & Secretary
Dated: July ___, 1999
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