===============================================================================
<PAGE>
Employment Agreement for Chuck Massey
THIS AGREEMENT, executed on the date (or dates) set forth below, by and
between:
BRANDMAKERS, INC., a Utah corporation with its principal place of
business located at 1325-C Capital Circle, Lawrenceville, Georgia 30043, acting
through its authorized officer Geoffrey A. Williams, and hereafter referred to
as either as the Company or Brandmakers;
- and -
Charles Massey, acting on his own behalf and hereafter referred to as
Chuck Massey or Employee;
Declare as their mutual intent and purpose as follows.
RECITALS :
WHEREAS, the Company desires to engage Chuck Massey to perform services
for the Company, Brandmakers, or any future parent or subsidiary company of
Brandmakers; and
WHEREAS, Chuck Massey ["Employee" herein] desires to perform such services
on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in exchange for the above covenants and with both parties
intending to be legally bound, Chuck Massey agrees to become an Employee of
Brandmakers pursuant to the terms and conditions set forth below.
===============================================================================
<PAGE>
- 2 -
1. Term
(a) The Company agrees to employ Employee, and the Employee agrees to
serve, pursuant to the terms and conditions of this Agreement for a period
commencing on February 28, 2000 and ending three years thereafter, or such
shorter period as may be provided for herein. The period during which Employee
is employed hereunder is hereafter referred to as the "Employment Period."
2. Duties and Services
(a) During the Employment Period, Employee shall be employed in the
business of the Company and shall also perform services in a responsible
executive or managerial capacity for any of the other subsidiaries or
affiliates of the Company or by any of its subsidiaries or affiliates. In
performance of his duties, Employee shall be subject to the direction of the
Board of Directors of the Company and of the Board of its subsidiaries and/or
affiliates. Employee agrees to his employment as described in this Section 2
and agrees to devote all of his time and efforts to the performance of his
duties under this Agreement. Employee shall make himself available to travel,
as the needs of the business require.
(b) It is agreed that the Employee will serve as the Chief Financial
Officer, and will be considered for a seat on the Board of Directors of
Brandmakers.
3. Compensation
(a) As full compensation for his services hereunder, the Company shall pay
Employee, during the Employment Period, a salary payable in equal installments
at the annual rate of $92,000 for the first year, $105,000 for the second year
and $135,000 for the third year. Nothing contained herein shall preclude
Employee from participating in the present or future employee benefit plans of
the Company or of its subsidiaries or affiliates if he meets the eligibility
requirements therefore.
===============================================================================
<PAGE>
- 3 -
4. Expenses
(a) Employee shall be entitled to reimbursement for reasonable travel and
other out-of-pocket expenses necessarily incurred in the performance of his
duties hereunder, upon submission and approval of written statements and bills
in accordance with the then regular procedures of the Company and / or its
subsidiaries or affiliates.
(b) Employee shall be entitled to four weeks of paid vacations, two weeks
of sick leave, and entitled to paid holidays recognized by the U.S. Government.
(c) Employee shall be entitled to receive health and dental insurance for
himself and for his family.
(d) If the Employee should have to make cash contributions to the Company,
all such funds advanced shall be deemed a loan and payable upon demand with
interest at the rate of 10% per annum. If the Company, for any reason, cannot
meet the cash terms of this Employment Agreement, all such amounts not paid
shall be deemed a cash contribution and, by inference, a loan by the Employee
to the Company if the Employee continues to pursue his duties with the same
care and attention as when he was fully paid.
5. Representations and Warranties of Employee
(a) Employee represents and warrants to the Company that he is under no
contractual or other restriction or obligation which is inconsistent with the
execution of this Agreement, the performance of his duties hereunder, or the
other rights of the Company hereunder and Employee is under no physical or
mental disability that would hinder his performance of duties under this
Agreement.
===============================================================================
<PAGE>
- 4 -
6. Noncompetition
In view of the unique and valuable services it is expected Employee will
render to the Company, and Employee's industry contacts, knowledge of
customers, trade secrets and other proprietary information relating to the
business of Brandmakers, and inconsideration of the compensation to be provided
hereunder, the Employee agrees:
(a) During the period Employee is employed by Brandmakers or any of the
related companies referenced under this Agreement, he will not otherwise engage
in, or otherwise directly or indirectly be employed by, or act as a consultant
or lender to, or be a director, officer, employee, owner, or partner of, any
other business or organization, whether or not such business or organization
now is or shall then be competing with Brandmakers or any of its related
companies; and
(b) For a period of one year after he ceases to be employed by Brandmakers
or any of its related companies pursuant to this Agreement or otherwise, the
Employee shall not directly or indirectly compete with or be engaged in the
same business as Brandmakers or any of its related companies, or be employed
by, or act as consultant or lender to, or be a director, officer, employee,
owner, or partner of, any business or organization which, at the time of such
cessation, directly or indirectly competes with or is engaged in the same
business as Brandmakers or any of its related corporation.
(c) The provisions of this Section 6 will not be deemed breached merely
because Employee owns not more than 5 percent of the outstanding common stock
of a corporation if, at the time of its acquisition by Employee, such stock is
listed on a national securities exchange, is reported on NASDAQ, or is
regularly traded in the over-the-counter market by a member of a national
securities exchange.
7. Patents, Copyrights, Technological Inventions
(a) Any interest in patents, patent applications, inventions, copyrights,
developments, and processes ("Such Inventions") which Employee now or hereafter
during the period Employee is employed by any of the Conglomerates Corporations
under this Agreement or otherwise may own or develop relating to the fields in
which any of the Conglomerates Corporations may then be engaged shall belong to
the Company; and forthwith upon request of the Company Employee shall execute
all such assignments and other documents and take all such other action as the
Company may reasonably request in order to vest in the Company all his right,
title, and interest in and to Such Inventions free and clear of all liens,
charges, and encumbrances.
===============================================================================
<PAGE>
- 5 -
8. Confidential Information
(a) All confidential information which Employee may now possess, may
obtain during or after the Employment Period, or may create prior to the end of
the period Employee is employed by any of the Conglomerates Corporations under
this Agreement or otherwise relating to the financial condition, results of
operations, business, properties, assets, liabilities, or future prospects of
any of the Conglomerates Corporations or of any customer or supplier of any of
them shall not be published, disclosed, or made accessible by him to any other
person or entity either during or after the termination of his employment or
used by him except during the Employment Period in the business and for the
benefit of the Conglomerates Corporations, in each case without prior written
permission of the Company (or, at the election at any time of Conglomerates,
Inc., without the prior written permission of Conglomerates, Inc.). Employee
shall deliver to the Company (or, at the election at any time of Conglomerates,
Inc., to Conglomerates, Inc.) all tangible evidence of such confidential
information prior to or at the termination of his employment.
9. Life Insurance
(a) If requested by the Company or Conglomerates, Inc., Employee shall
submit to such physical examinations and otherwise take such actions and
execute and deliver such documents as may be reasonably necessary to enable the
Company or Conglomerates, Inc., at its expense and for its own benefit, to
obtain life insurance on the life of Employee. Employee has no reason to
believe that his life is not insurable with a reputable insurance company at
rates now prevailing in the City of Atlanta for healthy men of his age.
10. Termination.
(a) Notwithstanding anything herein contained, if on or after the date
hereof and prior to the end of the Employment Period;
Either (i) Employee shall be physically or mentally incapacitated or disabled
or otherwise unable fully to discharge his duties hereunder for a period of
three months, (ii) Employee shall be convicted of a crime, (iii) Employee shall
commit any act or omit to take any action in bad faith and to the detriment of
any of the Conglomerates Corporations, [or] (iv) Employee shall breach any term
of this Agreement and fail to correct such breach within ten days after
commission of the same, or (v) Employee shall have breached or shall breach any
term of the Exchange Agreement,] then, and in each such case, the Company shall
have the right to give notice of termination of Employee's services hereunder
as of a date (not earlier than ten days from such notice) to be specified in
such notice and this Agreement shall terminate on the date so specified; or
===============================================================================
<PAGE>
- 6 -
(b) Employee shall die, then this Agreement shall terminate on the date of
Employee's death, whereupon Employee or his estate, as the case may be, shall
be entitled to receive only his salary at the rate provided in Section 3 to the
date on which termination shall take effect. Nothing contained in this
Section 10 shall be deemed to limit any other right the Company may have to
terminate Employee's employment hereunder upon any ground permitted by law.
11. Merger, Et Cetern
(a) In the event of a future disposition of (or including) the properties
and business of the Company, substantially as an entirety, by merger,
consolidation, sale of assets, or otherwise, then the Company may elect:
(a) To assign this Agreement and all of its rights and obligations hereunder,
to the acquiring or surviving corporation; provided that such corporation shall
assume in writing all of the obligations of the Company hereunder; and
provided, further, that the Company (if and so long as it remains in business
as an independent going enterprise) shall remain liable for the performance of
its obligations hereunder in the event of an unjustified failure of the
acquiring corporation to perform its obligations under this Agreement; or
(b) In addition to its other rights of termination, to terminate this Agreement
upon at least 30 days' written notice by paying Employee the sum of $664,000
U.S. Dollars as compensation on which such termination shall take effect.
12. Survival
(a) The covenants, agreements, representations, and warranties contained
in or made pursuant to this Agreement shall survive Employee's termination of
employment, irrespective of any investigation made by or on behalf of any
party.
13. Modification
(a) This Agreement sets forth the entire understanding of the parties with
respect to the subject matter hereof, supersede[s] all existing agreements
between them concerning such subject matter, and may be modified only by a
written instrument duly executed by each party.
===============================================================================
<PAGE>
- 7 -
14. Notices
(a) Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested or by the most nearly comparable method of mailing from or to
a location outside the United States, or delivered against receipt to the party
to whom it is to be given at the address of such party set forth in the
preamble to this Agreement (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 14).
Any notice given to the Company shall be addressed to the attention of the
Corporate Secretary. Notice to the estate of Employee shall be sufficient if
addressed to Employee as provided in this Section 14. Any notice or other
communication given by certified mail or such comparable method shall be deemed
given at the time of certification thereof or comparable act, except for a
notice changing a party's address which shall be deemed given at the time of
receipt thereof.
15. Waiver
(a) Any waiver by either party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term
of this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
16. Binding Effect
(a) Employee's rights and obligations under this Agreement shall not be
transferable by assignment or otherwise, such rights shall not be subject to
commutation, encumbrance, or the claims of Employee's creditors, and any
attempt to do any of the foregoing shall be void. The provisions of this
Agreement shall be binding upon and inure to the benefit of Employee and his
heirs and personal representatives, and shall be binding upon and inure to the
benefit of the Company and its successors and those who are its assigns under
Section 11.
17. No Third Party Beneficiaries
(a) This Agreement does not create, and shall not be construed as
creating, any rights enforceable by any person not a party to this Agreement
(except as provided in Section 16).
18. Headings
(a) The headings in this Agreement are solely for the convenience of
reference and shall be given no effect in the construction or interpretation of
this Agreement.
19. Counterparts; Governing Law
(a) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. It shall be governed by and construed in
accordance with the laws of the State of Georgia, without giving effect to the
conflict of
laws.
