INVT InvestAmerica, Inc.
Mr. Rick Connole July 20, 2000
84 Elgin Road
PO Box 1136
Pocasset, MA 02559
Dear Rick:
Position Offered.
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Subject to board approval, I am pleased to offer you the position of Vice
President of Business Development with INVT for a 3 year term effective July 24,
2000. Your function will be primarily to assist the company in raising capital
although you may also be assigned other projects at the discretion of the CEO.
You will report to the CEO until the CFO is appointed, at which time you will
then report to the CFO.
Independent Contractor.
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You will be retained as an independent contractor.
Remuneration.
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(a) Financing.
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The nature of each proposed financing and the identity of each proposed investor
shall be presented to the company for approval. If approved, they will be
considered on your "protected list".
You will be paid a commission on any financing on your protected list concluded
by the company of which you are the demonstrably effective cause. Commission is
earned upon closing and payable within 30 days after closing. The rate of
commission will be calculated as follows and may, at the option of the company,
be paid in stock of the company at the rate of average previous 30 US market
price.
(i) Where the company is not required to pay any amounts to third parties in
the nature of a discount or commission, your commission will be 5% of the amount
financed;
(ii) Where the company is required to pay any amounts to third parties in
the nature of a discount or commission, your commission will be 2% of the amount
financed.
Any financing not derived from your direct efforts will not qualify for the
payment of a commission. To verify direct efforts you will supply detailed
progress reports at least monthly.
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(b) Other Services.
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If requested in writing by the CEO of the company you may be required to perform
services other than corporate finance, such as negotiating contracts and
participating in search committees. For such other services properly rendered
you will be paid at the rate of US $100 per hour ($1,000 per day maximum) and
you will be required to provide records of any time billed. Invoices for
services will be submitted on a bi-weekly basis and will be paid within 30
business days. Where you are required to travel long distances in the
performance of such other services you will be paid for travel time at the rate
of $500 per day. Short haul travel time will be included in your maximum per
day rate.
(c) Expenses. You will be reimbursed for reasonable pre-approved expenses
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incurred in connection with the performance of your services. Receipts are
required. Expense reports will be submitted on a bi-weekly basis and will be
reimbursed within 10 business days.
(d) Stock Options.
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You will be granted options to purchase 100,000 shares of INVT stock. The
option price will be set by the board of directors at its next meeting, at then
current US market price. The options will have a 3 year term and will vest in
equal monthly increments from the date they are set. These options will be
subject to the provisions of INVT's Stock Option Plan. The options will be
granted in your name and are non-transferrable. If your engagement is
terminated for any reason before the expiry of the 3 year term, any unexercised
vested options shall be exercisable for 30 days following the date of
termination and any unvested options will be cancelled as of the date of
termination.
Termination.
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This agreement may be terminated by either party at any time with 30 days'
notice to the other party. Deals in progress which are on your protected list
and which close within 3 months of your termination date will be paid in
accordance with paragraph (a)(ii).
Confidentiality.
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During your engagement you will have access to and will be entrusted with
detailed confidential information and trade secrets relating to the business and
affairs of the company and its affiliates. You acknowledge that the disclosure
of confidential information and trade secrets to competitors or to the public
would be highly detrimental to the best interests of the company and its
affiliates, and that the right to maintain the confidentiality of such
confidential information and trade secrets constitute proprietary rights which
the company and its affiliates are entitled to protect.
Accordingly you will not, during the term of your engagement or at any time
thereafter, disclose to any person, firm or corporation or otherwise use any of
such confidential information, trade secrets or any other private information
which you may acquire during the course of your engagement for any purpose other
than the best interests of the company and/or its affiliates. In all instances
of disclosure you shall first obtain the written consent of the company. You
also agree to ensure, by agreement, instruction or otherwise, compliance with
these confidentiality obligations by your employees, agents, consultants and
others who are permitted access to or use of such confidential information. You
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agree that remedies at law may be inadequate to protect against breach of these
confidentiality obligations and therefore you consent to the granting of
injunctive relief, whether temporary, preliminary or final, in favor of the
company without proof of actual damages. This provision does not waive other
actions or remedies.
Entire Agreement.
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This document fully includes or describes all principal terms and conditions of
your engagement and there are no other representations either verbal or
otherwise.
Please indicate your acceptance of this offer by signing below.
Yours truly,
INVESTAMERICA, INC.
/s/ Doug Smith
DOUG SMITH
President and CEO
/s/ Rick Connole July 21, 2000
RICK CONNOLE Date
