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EMPLOYMENT AGREEMENT
BETWEEN
THE AUXER GROUP, INC.
AND
EUGENE CHIARAMONTE, JR.
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AGREEMENT dated this May 1, 2000, between the Company, THE
AUXER GROUP, INC., a Delaware corporation (hereinafter the
"Company") which has its principal place of business at 12
Andrews Drive, West Paterson, NJ 07424, and Eugene
Chiaramonte, Jr. (hereinafter the "Employee").
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WHEREAS, the Company desires to acquire the services of
Employee because of his special knowledge and skills; and,
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NOW, THEREFORE, in consideration of the foregoing, the
following is agreed:
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1. DUTIES
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The Company hereby employs Mr. Chiaramonte, Jr. as the
President of The Auxer Group, Inc. which has been conveyed
this day to the Company, having powers and duties in that
capacity as set for the from time to time by the President
of the Company. Employee shall devote his full time and
best efforts to the Business of the Company.
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2. COMPENSATION
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As compensation for his services to the Company, in whatever
capacity rendered, the Company shall pay to Employee once
every two weeks the sum of $2,500 as gross salary. This
salary shall be paid over the term of this Agreement which
is one (1) year(s). This Agreement shall be renewed for an
additional year or remain in effect after the term of this
agreement provided that all material terms of this Agreement
are performed by Employee and provided that both mutually
agree.
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In addition, Employee shall be entitled to options under the
company's Non-Statutory Option Plan. The Employee shall be
granted the option to purchase an aggregate of 100,000
shares of The Auxer Group, Inc. common stock, $0.001 par
value per share, at an exercise price of $0.05. Upon signing
this agreement, the Company will file the appropriate
registration statement and upon filing registration
statement, Employee may exercise these options at any time
within the plan's limitations.
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3. EXPENSES
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The Employee may incur reasonable expenses including expense
for travel, entertainment and similar items. All expenses
must be pre-approved. The Company will reimburse the
Employee for all such expenses upon the presentation by the
Employee, from time to time, of an itemized account
justifying such expenditures. Such reimbursement shall be
provided within 30 working days of such presentation by
Employee. If the Company determines, in its sole
discretion, that this method allowing expenses is not in the
best interest of the Company, the Company may impose such
other method, if any, for allowing such expense, including
elimination of the same.
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4. TERMINATION
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This Agreement may be immediately terminated in any one of
the following manners:
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1. The death of Employee;
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2. The failure of the company, as evidenced by filing
under the Bankruptcy Act for liquidation, or the making of
an assignment for the benefit of creditors;
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3. A material breach of this Agreement executed between
the Company and the Employee; or
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4. The Employer may immediately terminate for Just
Cause. For purposes of this Agreement "Just Cause" shall
mean only the following: (i) a final non-appeal able
conviction of or a plea of guilty or nolo contendere by the
Employee to a felony or misdemeanor involving fraud,
embezzlement, theft, dishonesty, or other criminal conduct
against the Company; (ii) habitual neglect of the Employee's
duties or failure by the Employee to perform or observe any
substantial lawful obligation of such employment that is not
immediately remedied, or (iii) failure of the Employee to
comply with the policies and procedures of the Company. In
the event of termination of this Agreement other than for
death, the Employee hereby agrees to resign from all
positions held in the Company, including, without
limitation, any positions as a director, officer, agent,
trustee or consultant of the Company or any affiliate of the
Company.
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5. NONCOMPETITION, TRADE SECRETS, ETC.
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During the term of this Agreement and at all times
thereafter, Employee shall not use for his personal benefit,
or disclose, communicate or divulge to, or use for the
direct or indirect benefit of any person, firm, association
or company other the Company, any material or information
regarding the business methods, business policies, billing
and collection policies and procedures, techniques, research
or development projects or results, trade secrets, or other
knowledge or processes under or developed by the Company or
any names and addresses of customers, or any data on or
relating to past, present, or prospective customers or any
other confidential information relating to or dealing with
the business activities of the Company, made known to
Employee or learned or acquired by Employee while in the
employ of the Company.
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Any and all writing, inventions, improvements, processes,
procedures and/or techniques which Employee may make,
conceive, discover or develop, either solely or jointly with
any other person or persons, at any time during the term of
this Agreement, whether during working hours or at any other
time and at the request or upon the suggestion of the
Company which relate to or are useful in connection with any
business now or hereafter carried on or contemplated by the
Company, including developments or expansions of its present
fields of operations, shall be the sole and exclusive
property of the Company. Employee shall make full
disclosure to the Company of all such writings, inventions,
improvements, processes, procedures and techniques, and
shall do everything necessary or desirable to vest the
absolute title thereto in the Company. Employee shall write
and prepare all specifications and procedures regarding such
inventions, improvements, processes, procedures and
techniques and otherwise aid and assist the Company so that
the Company can prepare and present applications for
copyright or Letters Patent wherever possible, as well as
reissues, renewals, and extensions thereof, and can obtain
the record title to such copyright or patents so that the
Company shall be the sole and absolute owner thereof in all
countries in which it may desire to have copyright or patent
protection. Employee shall not be entitled to any
additional or special compensation or reimbursement
regarding any and all such writings, inventions,
improvements, processes, procedures and techniques.
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6. APPLICABLE LAW
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This Agreement shall be governed by the laws of the State of
New Jersey and shall be enforceable only in the Superior
Court of New Jersey for Bergen County. If any provision of
this Agreement is declared void, such provision shall be
deemed severed from this Agreement, which shall otherwise
remain in full force and effect.
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7. BINDING EFFECT
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This Agreement shall have binding effect upon the parties
hereto, when approved by the Board, and upon their
respective personal representatives, legal representatives,
successors and assigns. Any waiver of any breach of this
Agreement shall be made in writing and shall be applicable
only to such breach and shall not be construed to waive any
subsequent or prior breach other than the specific breach so
waived.
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8. SUPERSEDES EARLIER AGREEMENTS
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This Agreement supersedes all earlier agreements between the
Employee and the Company with respect to Employee's
employment by the Company.
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IN WITNESS WHEREOF, the parties have executed this Agreement
the date first written above.
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/s/ Eugene Chiaramonte, Jr. /s/ Eugene Chiaramonte, Jr.
President
The Auxer Group, Inc.
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