EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of the 20th day of
January, 2004, between iBIZ Technology Corp., a Florida corporation
("Corporation" or "Company" or "Employer"), and Ramon Perales ("Employee").
In consideration of the mutual covenants, agreements and provisions contained in
this Agreement, the parties agree as follows:
EMPLOYMENT
1.0 EMPLOYMENT. Employer employs Employee as Chief Marketing Officer of
Synosphere, and Employee accepts employment, upon the terms and conditions set
forth herein.
2.0 TERM. This Agreement shall commence effective as of January 21, 2004, and
shall continue in effect for a period of two (2) years ("Employment Period");
unless terminated earlier, by Company or Employee, upon prior written notice.
Further, if a change of control (as defined herein) of the Company shall have
occurred during the Employment Period, this Agreement shall continue in effect
until January 21, 2005.
3.0 CHANGE OF CONTROL. The term "Change of Control of the Company" shall mean a
change in control of a nature that would be required to be reported in response
to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 ("1934 Act) as in effect on the date of this Agreement or,
if Item 5(f) is no longer in effect, any regulations issued by the Securities
and Exchange Commission ("SEC") pursuant to the 1934 Act which serve similar
purposes; provided that, without limitation, such change in control shall be
deemed to have occurred if and when (a) any "person" (as such term is used in
Sections 13(d) and 14(d)(2) of the 1934 Act) is or becomes a beneficial owner,
directly or indirectly, of securities of the company representing twenty-five
percent (25%) or more of the combined voting power of the Company's then
outstanding securities or (b) individuals who were members of the Board of
Directors of the Company immediately prior to a meeting of the shareholders of
the Company involving a contest for the election of directors shall not
constitute a majority of the Board of Directors following such election.
4.0 COMPENSATION. For all services to be rendered by the Employee pursuant to
his duties set forth in this Agreement, the Employee shall be paid as
compensation;
4.1. BASE SALARY AND CONSIDERATIONS. A fixed salary in the amount of One Hundred
and Twelve Thousand Dollars ($102,000) per year, payable in equal installments
according to the Company's regular payroll schedule. This salary shall be
reviewed from time to time during the term of this Agreement by the
Corporation's Board of Directors or Compensation and Benefits Committee of the
Board.
If the Employee's base salary is not paid according to the Employer's normal
payroll cycle, then the Employer shall issue shares of its common stock, valued
at the moving average of the closing share price over the last 20 trading days
with a 25% discount, as an alternative payment to the base salary. Such shares
of common stock shall be issued under a Stock Retainer Plan, registered under a
Form S-8 filed and made effective by the Employer. Such shares shall be issued
and paid at the end of each month during which the payment(s) was not made,
until such time that sufficient funds are available to make such payments.
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In addition, during the duration of the Employee's Term, the Employer shall
issue an Earn Out bonus of common stock in Eight (8) payments, each payment made
quarterly, in the amount of $62,500, the ("Earn Out"). Common stock shall be
issued based on the moving average of the closing share price over the last 20
trading days and registered under Form S-8 and made effective by the Employer
within 90 days of the payment date. In the event the Employer terminates the
Employee for Cause as detailed in section 10.0 Termination, the Employee is not
entitled to receive the Earn Out bonus portion that has not been paid as of the
termination date.
Furthermore, the Employer shall issue a Sign On bonus to the Employee in the
amount of Two Million and Five Hundred Thousand (2,500,000) shares. The Sign On
bonus shall be registered under Form S-8 and made effective by the Employer
within 90 days of January 20, 2004.
Lastly, during the Term, the Employer shall evaluate the Employee's performance
semi-annually and may further award a Bonus based on performance. A performance
review shall be conducted by the Employer during the month of June and December.
4.2 EMPLOYEE BENEFIT PLANS. The Employee, his dependents and beneficiaries,
shall be entitled to participate in any pension, profit sharing, medical
reimbursement, insurance or other employee payment or benefit plan of the
Employer as may be in effect from time to time, subject to the participation
standards and other terms thereof, to the same extent as other officers under
the benefit practices of the Company.
4.3 CUMULATIVE COMPENSATION. The compensation provided for in paragraphs 4.1,
and 4.2 above, together with the perquisites set forth in section 6.0 below, are
in addition to the benefits provided for upon termination pursuant to Section
10.0 below.
4.4 INDEMNIFICATION. The Corporation hereby agrees to indemnify, and keep
indemnified in accordance with, and to the fullest extent authorized by, the
Laws of the State of Florida as it may be in effect from time to time, the
Employee, from and against any expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
Employee in connection with any threatened, pending or completed action, suit or
proceeding, whether or not such action is by or in the right of the Corporation
or such other enterprise with respect to which the Employee serves or has served
as a director, officer or employee, by reason of the fact that the Employee is
or was a director, officer or employee, of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnification rights granted to the Employee under this Agreement shall not be
deemed exclusive of, or in limitation of, any rights to which Employee may be
entitled under the law of its state of incorporation, the Corporation's
Certification of Incorporation of By-Laws, any other agreement, vote of
stockholders or directors or otherwise.
5.0 EXPENSES. During the term hereof, the Corporation will reimburse the
Employee for any reasonable out-of-pocket expenses incurred by the Employee in
performance of service for the Corporation under this Agreement (e.g.,
transportation, lodging and food expenses incurred while traveling on
Corporation business) and any other expenses incurred by the Employee in
furtherance of the Corporation's business; provided, however, that the Employee
renders to the Corporation a complete and accurate accounting of all such
expenses.
6.0 PERQUISITES. During the period of employment, Employee shall be entitled to
perquisites, including, without limitation, an appropriate office, and fringe
benefits accorded executives of equal rank.
7.0 VACATIONS. The Employee shall be entitled to a vacation with full
compensation equal to three (3) weeks each year; provided, however, that the
Employee's vacation will be scheduled at such time as will least interfere with
the business of the Employer. Attendance at a business seminar is not to be
deemed a vacation; provided, whoever, that attendance at such meetings or
seminars shall be planned so as to least interfere with the business of the
Employer.
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8.0 EMPLOYMENT. The Company hereby agrees to continue the Employee in its
employ, and the Employee hereby agrees to remain in the employ of the Company,
for the Employment Period as specified in Section 2.0, to exercise such
authority and perform such duties as are commensurate with the authority being
exercised and duties being performed by the Employee immediately prior to the
effective date of this Agreement, which services shall be performed at the
location where the Employee was employed immediately prior to the Effective Date
of this Agreement or at such other location as the Company may reasonably
require; provided that the Employee shall not be required to accept a location
which is unreasonable in the light of the Employee's personal circumstances. The
Employee agrees that during the Employment Period he shall devote his business
time to his executive duties as described herein and perform such duties
faithfully and efficiently.
9.0 PERFORMANCE. It is contemplated that during the period of employment the
Employee shall serve as an executive of the Company with the office and title of
President and Chief Executive Officer reporting directly to the Board of
Directors during the period of employment, the Employee shall hold a position of
responsibility and importance and a position of scope, with the functions,
duties and responsibilities attached thereto, at least equal to in
responsibility and importance and in scope to and commensurate with his position
described in general terms in this Section 9.0.
10.0 TERMINATION.
10.1 During the period of employment, Employee may terminate this Agreement
without cause or for cause. For the purposes of this Section 10.1, the term
"cause" shall include the occurrence of any of the following:
10.1.1 The breach or violation by the Company of any of the terms of this
Agreement or of the Acquisition Agreement;
10.1.2. Any significant change in position, duties and responsibilities of the
Employee to which the Employee does not consent;
10.1.3. In the event of a change in control as defined in Section 2.0 hereof,
any change in the circumstances of employment which the Employee determines, in
good faith, results in his being unable to carry out the duties and
responsibilities attached to the position and contemplated by the definition of
that position set forth in this Agreement.
10.2. In the event of an occurrence described in subsection 10.1.1, 10.1.2, or
10.1.3 above, the Employee shall serve written notice of such event upon the
Company, setting forth in detail the circumstances that the Employee has
determined constitutes "cause" within any of those definitions. In the event the
Company should remedy or otherwise cure the facts constituting the cause relied
upon by the Employee within thirty (30) days after such written notice, such
fact or circumstance shall not be deemed to constitute "cause" for which
employment can be terminated within the meaning of Section 10.1 above.
10.3. During the period of employment, the Corporation may terminate this
Agreement for cause and upon thirty (30) days written notice and opportunity to
cure being given to Employee. For the purpose of this Section 10.3, the term
"cause" shall include the occurrence of any of the following:
10.3.1. Employee breaches or violates any of the terms of this Agreement;
10.3.2. Employee is convicted of any felony or is shown to have engaged in any
act of dishonesty or fraud upon the Corporation, any of its affiliated
companies, or any of its customers or clients;
10.3.3. Employee has been grossly negligent in the performance of his employment
duties or responsibilities.
10.4. During the period of employment, the Corporation may not terminate this
Agreement without cause.
10.5. This Agreement shall also terminate upon the insolvency, dissolution, or
liquidation of the Corporation or cessation of business by the Corporation for
at least thirty (30) consecutive days.
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11.0 TERMINATION PAYMENTS. In the event of a Termination and subject to the
provisions of Sections 10.1.1., 10.1.2., 10.1.3. 10.4, or 10.5 of this
Agreement, the Company shall pay to the Employee and provide him with the
following:
11.1. the Company shall pay the Employee thirty (30) days following Termination,
one lump sum payment of the Employee's base salary rate for the remaining period
of the Term. Any shares not yet vested or shares not registered with the SEC
shall vest and/or be registered as soon as is practicable.
11.2. During the remainder of the Employment or payment Period, the Employee
shall continue to be treated as an employee under the provisions of any
incentive compensation described in Section 4.2. In addition, the Employee shall
continue to be entitled to all benefits and service credit for benefits under
medical, insurance, split-dollar life insurance and other employee benefit
plans, programs and arrangements of the Company described or referred to in
Section 4.3 as if he were still employed during such period under this
Agreement.
11.3. If, despite the provisions of paragraph 11.2 above, benefits or the right
to accrue further benefits under any stock option or other incentive
compensation arrangement described in Section 4.2 shall not be provided under
any such arrangement to the Employee or his dependents, beneficiaries or estate
because he is no longer an employee of the Company, the Company shall, to the
extent necessary, pay or provide for payment of such benefits to the Employee or
his dependents, beneficiaries or estate.
12.0 DISABILITY.
12.1. If the Employee is unable to perform the Employee's services by reason of
illness or incapacity, the Employee's regular compensation shall be continued
for a period of twelve (12) weeks following the week in which such illness or
incapacity commences, at the end of which time no further compensation shall be
due and payable to the Employee until the Employee shall return and resume the
Employee's duties. In the event the Employee is eligible to receive payments on
account of the fringe benefit program covering disability provided by the
Corporation, then the Employee's base salary, as defined as above, will be
reduced to the extent of such entitlement and receipt.
12.2. If, because of illness, physical or mental disability or other incapacity,
Employee shall fail, for a period of one hundred twenty (120) work days during
the term hereof, to render the services provided for by this Agreement, or if
Employee contracts an illness or injury which will permanently prevent
performance by him of the services and duties provided for by this Agreement by
notice to the Employee effective thirty (30) days after the giving of such
notice, after which no additional compensation shall be due.
13.0 DEATH. In the event of the death of Employee during the term of this
Agreement, his employment hereunder shall terminate on the date of his death. In
the accounting between the Employer and the Employee's personal representative,
Employee's estate shall be due compensation under this Agreement equal to one
year of Employee's salary. In addition, one hundred percent (100%) of the total
amount of shares to be granted to the Employee and or the total amount of shares
to be registered with the SEC to the Employee, shall vest and or be registered
as soon as is practicable.
13.1 In the event of death, the Employee sets forth that the Employee's personal
representative is the listed below and shall be due compensation in accordance
with the provisions set forth in 13.0.
Employee's Personal Representative: Esmeralda Perales Relationship: Spouse
Address: 507 Cottonwood, Kennedy, Texas 78119 Phone: (830) 583-9708
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14.0 COMPETITION.
14.1. Employee covenants to and with the Employer, its successors and assigns,
that during the term of this Agreement and for a period of twelve (12) months
from the date of the termination of this Agreement for any reason, he will not
directly or indirectly, enter into any agreement or arrangement with any other
person, firm, corporation or entity to conduct any research or development, nor
shall Employee directly or indirectly conduct such research or development on
his own behalf, related to the discovery of processes, inventions, improvement,
development or commercialization of any new device, apparatus or product
competitive with a product developed, produced or reduced to practice solely by
the Corporation, unless Employee shall have first obtained the Corporation's
expressed written consent thereto.
14.2. In the event of a breach or threatened breach by Employee of any
provisions of this Section 14.0 the Corporation shall be entitled to an
injunction restraining it from the commission of such breach. Nothing herein
contained shall be construed as prohibiting the Corporation from pursuing any
other remedies available to it for such breach or threatened breach, including
the recovery of money damages. The covenants contained in this Section 15.0
shall be construed as independent of any other provisions in this Agreement; and
the existence of any claim or cause of action of Employee against the
Corporation, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Corporation of said covenants.
14.3. The covenants contained in this Section 14.0 shall terminate and, upon
termination, shall be unenforceable and of no further legal force and effect, in
the event the Corporation, or any successor to the Corporation, becomes
insolvent, is liquidated or ceases for any reason to conduct business operations
for a continuous period of at least thirty (30) days.
14.4. The Corporation shall have the right to assign the aforesaid covenants;
and Employee agrees to remain bound by the terms of the covenants to any and all
subsequent purchaser and assignees of the assets and business of the
Corporation.
15.0 NON-INTERFERENCE WITH EMPLOYEES.
15.1. Employee covenants with the Corporation that employees of or consultants
to the Corporation and employees of and consultants to firms, corporations or
entities affiliated with the Corporation have, of necessity, been exposed to and
have acquired certain knowledge, understandings, and know-how concerning the
Corporation's business operations which is confidential information and
proprietary to the Corporation.
15.2. In order to protect the Corporation's confidential information and to
promote and insure the continuity of the Corporation's contractual relations
with its employees and consultants, Employee covenants and agrees that for so
long as Employee holds any position or affiliation with the Corporation,
including service to the Corporation as an officer, director, employee,
consultant, agent or contractor, and for a period of twelve (12) months from the
date Employee ceases to hold any such position or status with the Corporation or
otherwise becomes disaffiliated with the Corporation, he will not directly or
indirectly, or permit or encourage other to directly or indirectly (i) interfere
in any manner whatsoever with the Corporation's contractual or other relations
with any or all of its employees or consultants, or (ii) induce or attempt to
induce any employee or consultant to the Corporation to cease performing
services for or on behalf of the Corporation, or (iii) solicit, offer to retain,
or retain, or in any other manner engage or employ the services of, any person
or entity who or which is retained or engaged by the Corporation, or any firm,
corporation or entity affiliated with the Corporation, as an employee,
consultant or agent.
15.3. In the Event any court of competent jurisdiction determines or holds that
all or any portion of the covenants contained in this Section 15.0 are unlawful,
invalid, or unenforceable for any reasons, then the parties hereto agree to
modify the provisions of this Section 15.0 if and only to the extent necessary
to render the covenants herein contained enforceable and otherwise in
conformance with all legal requirements.
16.0 CLIENTS AND CUSTOMERS.
16.1. Employee covenants with the Corporation that the clients and customers of
the Corporation, both actual and contemplated, constitute actual and prospective
business relationships, which are proprietary to the Corporation and comprise,
in part, the Corporation's confidential information and trade secrets.
16.2. In order to protect the Corporation's proprietary rights and to promote
and ensure the continuity of the Corporation's contractual relations with its
customers and clients, Employee covenants and agrees that, notwithstanding the
provisions of Section 16.1 hereof, and for so long as Employee holds any
position or affiliation with the Corporation, including service to the
Corporation as an officer, director, employee, consultant, agent or contractor,
and for a period of twelve (12) months from the date Employee ceases to hold any
such position or status with the Corporation or otherwise becomes disaffiliated
with the Corporation, he will not directly or indirectly, or permit or encourage
others to directly or indirectly (i) interfere in any manner whatsoever with the
Corporation's contractual relations with any clients or customers, or (ii)
induce or attempt to induce any client or customer of the Corporation to cease
doing business with the Corporation.
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16.3. In the event any court of competent jurisdiction determines or holds that
all or any portions of the covenants contained in this Section 16.0 are
unlawful, invalid or unenforceable for any reason, then the parties hereto agree
to modify the provisions of this Section 16.0 if and only to the extent
necessary to render the covenants herein contained enforceable and otherwise in
conformance with all legal requirements.
17.0 COVENANT TO RETAIN CONFIDENCES.
17.1. Employee understands that all information learned, known, made, devised or
developed concerning any of the Company's products and activities, including,
without limitation, any inventions, discoveries, improvements, processes,
formulas, computer programs (including their structure, sequence, organization,
coherence, look and feel), apparatus, equipment, customer and client lists,
marketing plans, mailing lists, art, graphics, display, research, and the like
used by the Corporation in connection with its business constitutes the
confidential information, proprietary information and trade secrets of the
Corporation. Employee covenants and agrees that he will not (except as required
in the course of his position with the Corporation), during the term hereof or
thereafter for a period of twelve (12) months, communicate or divulge to, or use
for the benefit of himself or any other person, firm, association, or
corporation, without the consent of the Corporation, any confidential
information or trade secrets possessed, owned, or used by the Corporation or its
affiliates that may be communicated to, acquired by, or learned of by the
Employee in the course of or as a result of his services with the Corporation.
For the purposes of this Section 17.1, confidential information of the
Corporation shall not include (i) any information developed by the Employee
independently of services performed by the Employee for the Corporation pursuant
to this Agreement; (ii) any information rightfully obtained by the Employee from
a third party without restriction; (iii) any information publicly available
other than through the fault or negligence of the Employee; (iv) any information
disclosed by the corporation to third parties without restriction; or (v)
information already known by the Employee prior to its disclosure by the
Corporation.
17.2. Employee will not use in the course of Employee's employment with the
Corporation, or disclose or otherwise make available to the Corporation, any
information, documents or other items which Employee may have received from any
other person or entity (including any prior employer), and which Employee is
prohibited from so using, disclosing or making available.
17.3. All records, files, memoranda, reports, price lists, customer lists,
drawings, plans, sketches, documents, prototypes, testing data, equipment,
electronically stored information on disk, tape or any other medium or existing
in computer memory transmitted by any means, including, but not limited to,
telephone or electronic data transmission and the like, relating to the business
of the Corporation or its affiliates, which Employee shall use or prepare or
come into contact with, shall remain the sole property of the Corporation.
18.0 WORK PRODUCT.
18.1. All trade secrets, know-how, confidential information, copyrightable
material, inventions, discoveries, and improvements, including computer programs
(their structure, sequence, organization, coherence, look and feel), whether
patentable or unpatentable, copyrightable or uncopyrightable, made, devised,
discovered or reduced to practice by the Employee, whether by himself or jointly
with others, from the time of becoming an employee of the Corporation until the
termination of that status, shall be deemed work for hire and shall be promptly
disclosed in writing to the Corporation and are to redound to the benefit of the
Corporation and become and remain its sole and exclusive property. Should the
Corporation choose to not purse registered protection for any disclosure
provided by the employee within sixty (60) calendar days from the date of the
disclosure, the decision to not pursue protection (on the sixty-first (61st)
day) shall be deemed a decision that the information in the disclosure is
unrelated to the business of the Corporation, and is a quitclaim to any rights
related thereto.
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18.2. By executing this Agreement, Employee hereby transfers and assigns to the
Corporation, or person, firms or corporations designated by the Corporation, any
or all of Employee's rights, title and interest in and to any and all
developments, inventions, computer programs, discoveries, improvements,
processes, devices, copyrights, patents and patent applications therefore, and
to execute at any and all times any and all instruments and do any and all acts
necessary or which the Corporation may deem desirable in connection with
conveying, transferring and assigning Employee's entire right, title and
interest in and to any inventions, discoveries, improvements, computer programs,
processes devices, copyrights, patent applications therefore or patents thereon
in any way related to the technology or trade secrets developed, discovered or
reduced to practice by Employee during the term of this Agreement, it being the
express understanding and agreement of the parties that any and all future
developments, inventions, and discoveries of Employee during the term hereof
shall be the property of the Corporation, or its assigns.
19.0 PATENTS AND COPYRIGHTS.
19.1. Employer shall cause to be filed United States and foreign patent and/or
copyright applications on each invention deemed to be patentable or
copyrightable and embodied in any technology developed and reduced to practice
during the term hereof which inure to the Corporation by virtue of the
provisions of Section 18.0 hereof.
19.2. The Corporation shall forfeit patent rights or copyrights to any
patentable or copyrightable technology developed by Employee during the term
hereof in any jurisdiction in which it fails to file patent or copyright
applications six (6) months following a request by the Employee. Employer shall
provide to Employee a copy of each application filed, and within six (6) months
thereafter Employee shall designated what, if any, foreign countries he desires
applications to be filed. Patent or copyright prosecution and maintenance shall
be done by an attorney to be selected by the Corporation and approved by
Employee, which approval shall not be unreasonably withheld. All reasonable
expense of filing, prosecution and maintenance of domestic and foreign patents
or copyrights and patent or copyright applications shall be borne by Employer.
19.3. Employer and Employee agree to forebear from, and not permit others to
make or permit any public disclosure of any of the patentable matter prior to
the application for a United States patent. All foreign patent applications
shall be made no later than one (1) year following the date of the U.S. patent
application.
19.4. All patents shall be applied for in the name of Employee, as inventor, and
shall be assigned to the Corporation or assignee. All copyrights shall be
registered in the name of the Corporation. The Employee shall, upon demand,
execute and deliver to the Corporation or its assigns such documents or
assignments as may be deemed necessary or advisable by counsel for the
Corporation or its assigns for filing in the appropriate patent offices to
evidence the assignment of the patent rights hereby granted.
20.0 REPRESENTATIONS OF EMPLOYEE. The Employee represents that, to the best of
his knowledge and belief, neither his affiliation with the Corporation, nor his
holding any position as officer, director, Employee, or consultant with the
Corporation, nor his ownership of common stock in the Corporation, nor his
performing any other services for the Corporation violates any presently
existing, valid and enforceable contract, agreement, commitment or other legal
relationship between Employee and any other person or entity.
21.0 ATTORNEYS' FEES. In the event there is any litigation or arbitration
between the parties concerning this Agreement, the successful party shall be
awarded reasonable attorneys' fees and litigation or arbitration costs,
including the attorneys' fees and costs incurred in the collection of any
judgment.
22.0 NOTICES. All notices required or permitted hereunder shall be sufficient if
delivered personally or mailed to the parties at the address set forth below or
at such other address as either party may designate in writing from time to
time. Any notice by mailing shall be effective forty-eight (48) hours after it
has been deposited in the United States certified mail, return receipt
requested, duly addressed and with postage prepaid.
23.0 PARTIAL INVALIDITY. If any provisions of this Agreement are in violation of
any statute or rule of law of any state or district in which it may be sought to
be enforced, then such provisions shall be deemed null and void only to the
extent that they may be in violation thereof, but without invalidating the
remaining provisions.
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24.0 BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto, their heirs, personal representatives,
successors and assigns; provided, however, that Employee may not assign his
employment hereunder, and any assignment by Employee in violation of this
Agreement shall vest no rights in the purported assignee.
25.0 WAIVER. No waiver of any breach of any one of the agreements, terms,
conditions or covenants of this Agreement by the Employer or the Employee shall
be deemed to imply or constitute a waiver of any other agreement, term,
condition or covenant of this Agreement. The failure of either party to insist
on strict performance of any agreement, term, condition or covenant, herein set
forth, shall not constitute or be construed as a waiver of the rights of either
or the other thereafter to enforce any other default of such agreement, term,
condition or covenant; neither shall such failure to insist upon strict
performance be deemed sufficient grounds to enable either party hereto to forego
or subvert or otherwise disregard any other agreement, term, condition or
covenants of this Agreement.
26.0 GOVERNING LAW. This Agreement and the rights and duties of the parties
shall be construed and enforced in accordance with the laws of the State of
Florida.
27.0 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter thereof. There are no
representations, warranties, conditions or obligations except as herein
specifically provided. Any amendment or modification hereof must be in writing.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on the
day and year first above written.
EMPLOYER:
IBIZ TECHNOLOGY CORP.
By:
Name:
Title:
EMPLOYEE:
/s/ Ramon Perales
----------------------------------
RAMON PERALES
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