Employment Agreement - Lazarev
1. Date: March 1, 1999
2. Parties:
2.1. bCard, Inc., a Utah Corporation, having a mailing address of
c/o Neil Pickard, Vice President and Secretary, 8658 South
Tracy Drive, Sandy, Utah 84093, and a facsimile (fax) number
of 801 272 0460 (herein referred to as "bCard").
2.3 Ivan Lazarev, an individual having a principal residence and
mailing address of 11301 Bedfordshire Avenue, Potomac,
Maryland 20854, and a facsimile (fax) number of 301 983 5264
(herein referred to as "Lazarev").
3. Defined Terms: The terms defined in this Part 3 shall have the meanings
herein specified for all purposes of this Agreement, unless the context
clearly otherwise requires:
3.3 "Agreement" means this employment agreement together with and
including any and all attachments, appendices, or exhibits
referred to herein and any and all modifications, alterations,
amendments, and supplements hereto--all of which shall be
deemed for all purposes of this Agreement to have been
incorporated in this Agreement by this reference as if
separately spelled out and included in this Agreement. The
words "hereby," "herein," "hereof," "hereto," "hereunder," and
"herewith" when used in this Agreement shall refer to and mean
a reference to this entire Agreement unless restricted to a
reference in context to a particular portion of this
Agreement.
3.4 "bCard Holders" means those professionals and others that are
issued chip cards as described in the Operational Marketing
Concept description included in attached Exhibit A.
3.5 "Board of Directors" means the duly elected and serving Board
of Directors of bCard from time to time.
3.6 "Cash Flow and Sales Projections" means those certain sheets
attached hereto as Exhibit B that set forth certain proforma
cash flow and sales projections concerning the operation of
bCard.
3.7 "Code" means the Internal Revenue Code of 1986, as amended.
3.8 "Competing Entity" means any individual, proprietorship,
corporation, partnership (whether general or limited), limited
liability company, association, business trust, and any other
enterprise (for profit, nonprofit, or not for profit),
including any subsidiary or affiliate of any of the foregoing,
that is engaged or intends to engage, directly or indirectly,
in the business of bCard (including without limitation the
business of identifying and tracking business professionals
attending trade shows, conventions, and events in the
exposition and event marketing industry which utilizes a
permanent identification card) in competition with bCard
within the territory in which bCard conducts or intends to
conduct its business.
3.9 "Confidential Information" means all relevant information
concerning, in use, or under consideration, whether or not
reduced to writing and in any and all stages of development,
with respect to areas of interest of bCard, including without
limitation designs, procedures, experiments protocols, test
results, specifications, documentation, computer programs,
identity of and class of agreements with third parties, costs,
profits, revenues, financial statements, unpublished
copyrights, unpatentable inventions, patentable inventions,
and any and all other information, data, financial
information, names or list of names of suppliers and
customers, interpretations, analyses, surveys, ideas,
strategies, forecasts, discoveries, marketing plans,
development plans, techniques, processes, inventions,
know-how, intellectual property, and trade secrets which are
(i) directly or indirectly disclosed or revealed to Lazarev by
bCard or any of its directors, officers, employees, agents,
attorneys, or representatives or (ii) created, developed,
conceived, or originated by Lazarev in the course of
performing his duties and services hereunder.
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For the purposes of this Agreement, Confidential Information
shall not include (i) anything in the public domain (through
no fault of Lazarev) on or after the date hereof, or (ii)
anything known to Lazarev prior to the date hereof--but only
to the extent that (i) or (ii) can be demonstrated by Lazarev
to bCard's reasonable satisfaction.
3.10 "Confidential Material" means any and all tangible materials
and objects which embody Confidential Information or from
which Confidential Information can be read, reproduced,
developed, or utilized.
For the purposes of this Agreement, Confidential Information
shall not include (i) anything in the public domain (through
no fault of Lazarev) on or after the date hereof, or (ii)
anything known to Lazarev prior to the date hereof--but only
to the extent that (i) or (ii) can be demonstrated by Lazarev
to bCard's reasonable satisfaction.
3.11 "Covenant Period" means the period beginning on the effective
date of this Agreement and continuing for one (1) year after
the term of this Agreement.
3.12 "GAAP" means generally accepted accounting principles as
defined and determined from time to time by the American
Institute of Certified Public Accountants and the U.S.
Securities and Exchange Commission.
3.13 "Minimum Performance Requirements" shall have the meaning
defined in section 5.6 hereof.
3.14 "Operational Marketing Concept" means the concept owned by
bCard that was developed by Lazarev and Pickard for utilizing
a "smart card" for long term identification of business
professionals attending trade shows, conventions, and events
in the event and exposition marketing industry, together with
other commercial prospects which can result therefrom--as more
particularly described in attached Exhibit A.
3.15 "Pickard" means Neil Pickard, an individual residing in Sandy,
Utah.
4 Recitals:
4.1 Lazarev and Pickard have developed the Operational Marketing
Concept and have organized bCard for the purpose of further
development thereof and to provide services to the public in
connection therewith.
4.2 bCard and Lazarev desire to have an appropriate full-time
employment understanding that will set forth the basic terms
and provisions of their employer-employee relationship, as
well as give certain incentives to Lazarev.
5 Agreements: NOW, THEREFORE, in consideration of the mutual agreements,
representations, warranties, covenants, and provisions contained in this
Agreement, the parties hereby adopt the definitions set forth in Parts 2
and 3 hereof, acknowledge that the recitals in Part 3 are substantially
correct, and further agree as follows:
5.1 Full-time Employment of Lazarev by bCard; Duties;
Restrictions. Lazarev is hereby employed as a full-time
employee of bCard. Lazarev shall initially be the Chairman of
the Board of Directors and President of bCard, but shall serve
in such capacities from time to time at the pleasure of the
Board of Directors. Lazarev shall perform such services and
duties as may be determined and assigned to him from time to
time by the Board of Directors or as otherwise provided from
time to time in the Bylaws of bCard.
During the term of this Agreement, Lazarev agrees to devote
his best efforts and his entire time to further the interests
of bCard, and he shall not, directly or indirectly, alone or
as a partner, officer, director, or a shareholder of any other
entity, be engage in any other commercial activity whatsoever
or continue or assume any other corporate or business
affiliations without the full knowledge and consent of the
Board of Directors; provided, however, and anything herein to
the contrary notwithstanding, Lazarev shall be permitted to
invest in other ventures as long as they do not relate
directly to or compete with the business of bCard.
<PAGE>
5.2 Term Until December 31, 2003. Except in the case of earlier
termination, as herein specifically provided, the term of this
Agreement shall commence on the date hereof and continue
thereafter until the close of business on December 31, 2003;
provided, however, that compensation and benefits hereunder
shall commence as of March 1, 1999.
5.3 Compensation--Annual Salary. For services to be rendered as an
officer, director, member of any committee, or any other
duties assigned Lazarev by the Board of Directors or as
otherwise provided in the Bylaws of bCard, bCard agrees to pay
Lazarev a salary at the rate of one hundred sixty-five
thousand dollars ($165,000) per annum for the fiscal year
ending December 31, 1999, and a salary at the rate of one
hundred eighty thousand dollars ($180,000) per annum for the
fiscal year ending December 31, 2000. Thereafter, based upon
bCard's performance, the Board of Directors will review, on a
periodic basis, Lazarev's duties and bCard's success with
respect to possible salary adjustments (either increases or
decreases). If mutually agreed to by bCard and Lazarev, bCard
may adopt a deferred compensation plan for Lazarev.
5.4 Insurance and Other Benefits. bCard shall provide Lazarev and
his immediate family with reasonable health, accident, and
dental insurance. Lazarev agrees that bCard, in the discretion
of the Board of Directors, may apply for and procure, in
bCard's own name and for its own benefit or Lazarev's benefit,
life insurance (split-dollar or any other form) in any amount
or amounts considered advisable; and Lazarev agrees to submit
to any medical or other examination and to execute and deliver
any application or other instrument in writing, reasonably
necessary to effectuate such insurance.
In addition to the insurance benefits described hereinabove,
and in the sole and absolute discretion of bCard, bCard may
provide Lazarev with additional fringe benefits. Nothing
herein shall require bCard to adopt, maintain, or continue any
such fringe benefits.
5.5 Expenses. In addition to the compensation provided in section
5.3 hereof, bCard shall reimburse Lazarev for business
expenses that are determined by bCard to be reasonable.
5.6 Minimum Performance Requirements. It is understood and agreed
by the parties that the following shall be defined as the
"Minimum Performance Requirements":
(c) At Least 750,000 bCard Holders by December 31, 2000. bCard
shall have at least seven hundred and fifty thousand
(750,000) bCard Holders on or before December 31, 2000, or
(d) At least $250,000 in Cumulative Income Before Taxes and
Depreciation by December 31, 2000. There shall be at least
two hundred fifty thousand dollars ($250,000) in
cumulative income before taxes and depreciation
(determined in accordance with GAAP) by December 31, 2000.
Reference is made to the Cash Flow and Sales Projections
wherein proforma (income before taxes and depreciation" is
set forth as "Gross Profit Before Tax and Dep."
5.7 Non-compete Provisions. Lazarev and bCard agree that bCard's
actual and potential activities (as described in the
Operational Marketing Concept attached hereto as Exhibit A)
are of a unique and special nature and that if Lazarev's
services were used in competition with bCard, such use could
cause serious and possibly irreparable harm to bCard.
Accordingly, Lazarev agrees that during the Covenant Period he
will not directly or indirectly, within the fifty (50) United
States of America or with any person or entity within the
fifty (50) United States of America:
(a) engage in, undertake to plan or organize, or become
associated or connected in any way with, participate in,
be employed by, render services to, or consult with any
Competing Entity in--as a consultant, independent
contractor, proprietor, shareholder, partner, officer,
director, employee, or otherwise--any business or activity
that is substantially similar to or in competition with
the business or activities of bCard, either for his own
benefit or for the benefit of any other person, firm,
corporation, or entity whatsoever other than bCard, or
<PAGE>
(b) call on, solicit, take away, or attempt to take away for
the benefit of Lazarev or of any other person or entity,
any customer, supplier, or client of bCard, or
(c) solicit, take away, or attempt to take away, for the
benefit of Lazarev or of any other person or entity, any
employee or officer of bCard.
bCard intends to restrict the activities of Lazarev under this
section 5.7 only to the extent necessary for the protection of
the legitimate business interests of bCard. It is the
intention and agreement of the parties that all the terms and
conditions hereof be enforced to the fullest extent permitted
by law. In the event the provisions of this section 5.7 should
ever be deemed or adjudged by a court or arbitration tribunal
of competent jurisdiction to exceed the time or geographical
limitation permitted by applicable law, then the parties
intend such provisions shall nevertheless be valid and
enforceable to the extent necessary for such protection ad
determined by such court or arbitration tribunal, and such
provisions shall be reformed to the maximum time or geographic
limitations as permitted by applicable law and determined by
such court or arbitration tribunal.
5.8 Cooperation. During the Covenant Period, Lazarev agrees that,
upon bCard's reasonable request, Lazarev in good faith and
using diligent efforts shall cooperate and assist bCard in any
dispute, controversy, or litigation in which bCard may be
involved including without limitation Lazarev's participation
in any court or arbitration proceedings, the giving of
testimony, the signing of affidavits, or such other personal
cooperation as legal counsel for bCard may reasonably request.
Such cooperation shall not be unreasonably burdensome or
without reasonable compensation.
5.9 Work Product is Property of bCard. Lazarev understands and
agrees that the work product (whether tangible or intangible)
created, developed, conceived, or originated (alone or in
combination with others) by Lazarev in the course of
performing his duties and services hereunder or with the aid
of Confidential Information, Confidential Material, or the
resources or property of bCard, is the exclusive property of
bCard, and Lazarev hereby assigns to bCard and bCard accepts
all of Lazarev's rights, interest, and title in and to said
work product. Lazarev further agrees and understands that said
work product may be Confidential Information or Confidential
Material and is subject to the provisions and restrictions of
this Agreement. Lazarev understands and agrees that from time
to time, upon bCard's reasonable request, he shall execute all
documents and take such other action as may be necessary or
desirable, to protect, enhance, exploit, or vest in bCard any
work product (or any part thereof). Lazarev understands and
agrees that Lazarev is engaged and compensated by bCard for
the purpose of creating, developing, conceiving, and
originating Confidential Information, Confidential Material,
or work product for the benefit of bCard and that the
assignment thereof as set forth herein is reasonable.
5.10 Confidentiality and Non-disclosure Provisions--Intellectual
Property and Trade Secrets. Lazarev understands and agrees
that Confidential Information and Confidential Material is
secret and proprietary and of great value to bCard. Lazarev
further understands and agrees that the relationship between
Lazarev and bCard is of a confidential nature and imposes an
affirmative obligation upon Lazarev to protect, foster, and
respect the confidentiality of Confidential Information.
Confidential Information and Confidential Material are
created, possessed, or used by Lazarev or are given to Lazarev
only for the purpose of assisting Lazarev in performing his
duties and services hereunder. Confidential Information and
Confidential Material may be used, studied, and evaluated by
Lazarev only for this purpose.
Except as first authorized by bCard, Lazarev shall not
directly or indirectly:
(a) disclose, reveal, report, duplicate, or transfer any
Confidential Information or Confidential Material to any
other person or entity; or
(b) aid, encourage, direct, or allow any other person entity
to gain possession of or access to Confidential
Information or Confidential Material; or
<PAGE>
(c) copy or reproduce Confidential Material or create
Confidential Material from Confidential Information; or
(d) use, sell, or exploit any Confidential Information or any
Confidential Material or aid, encourage, direct, or allow
any other person or entity to use, sell, or exploit any
Confidential Information or Confidential Material.
Upon and in accordance with bCard's instructions, Lazarev
shall return or dispose of all Confidential Material. Lazarev
shall, whenever requested by bCard, give a prompt and full
accounting of all Confidential Material given to Lazarev and
all copies or reproductions thereof. Confidential Material
shall remain the property of bCard even if Lazarev is in
possession thereof.
In performing his duties and services hereunder, Lazarev
agrees to disclose or give Confidential Information or
Confidential Material to only such other persons as necessary
for the performance of his duties and services hereunder or
for the benefit of bCard. Any such disclosure shall be to such
persons and on such terms as are consistent with bCard company
policy.
5.11 Termination Caused by Death of Lazarev During Term. In the
event of Lazarev's death during the term of this Agreement,
this Agreement shall immediately terminate and Lazarev's
personal representative shall be entitled to receive
immediately (i.e., within ten (10) business days of his death
or as soon as reasonably possible):
(c) the compensation due Lazarev through the last day of the
calendar month in which his death shall have occurred plus
two (2) additional months compensation, and
(d) any other benefits to which Lazarev's estate would then be
entitled pursuant to any other insurance, program,
understanding, or agreement.
5.12 Other Termination(s).
(a) Failure to Achieve Minimum Performance Requirements. With
at least thirty (30) days prior notice, bCard may
terminate this Agreement effective the close of business
on May 31, 2001, if at least one of the Minimum
Performance Requirements is not achieved--and in such
event bCard shall only be obligated to pay to Lazarev the
compensation due him through the effective date of such
termination.
(b) For Cause. bCard may terminate this Agreement at any time
for cause. The term "cause" as used in this subsection
5.12(b) shall mean and include:
(1) a material breach by Lazarev of the terms of this
Agreement;
(2) incompetence in Lazarev's performance;
(3) misappropriation of any money or assets or properties
of bCard;
(4) conviction of Lazarev for any felony or serious
crime;
(5) chronic alcoholism or drug addiction;
(6) gross moral turpitude relevant to Lazarev's duties or
employment with bCard; or
(7) inability to perform his duties to bCard for a period
of thirty (30) consecutive days, or inability to
perform his employment duties for forty-five (45)
days cumulatively in any one year period of this
Agreement.
<PAGE>
For termination based on subsection 5.12(b)(1) or
5.12(b)(2) above, bCard shall give Lazarev at least thirty
(30) days prior notice of such cause and the effective
date of such termination; provided, however, that Lazarev
shall have thirty (30) days from such notice date to cure
such cause to the reasonable satisfaction of bCard, and if
so cured there shall be no termination at that time for
such cause; provided otherwise, however, that if Lazarev
shall fail to cure such cause within the thirty (30) days
period, this Agreement shall be terminated.
(c) Voluntary Termination by Lazarev. Lazarev may
terminate this Agreement at any time upon at least sixty
(60) days prior notice to bCard, and in such even bCard
shall only be obligated to pay Lazarev his compensation
through the effective date of such termination.
5.13 Indemnification. Lazarev agrees to indemnify, hold harmless,
and defend bCard from any and all past, present, and future
liabilities, claims, damages, costs, expenses, and attorney's
fees incurred by, or threatened by an entity against, bCard
which arise out of or relate to any breach of this Agreement
by Lazarev or any claims, demands, or causes of action
connected with, related to, or arising out of Lazarev's gross
negligence, willful misconduct, or breach of fiduciary duties
to bCard. It is the intention of the parties that his
indemnity does not require payment as a condition precedent to
recovery by bCard against Lazarev under this indemnity.
5.14 Miscellaneous:
(a) Entire Agreement; Integration; This Agreement constitutes
the entire agreement between the parties pertaining to the
subject matter hereof, and supersedes all written or oral,
prior, or contemporaneous agreements, representations,
warranties, or understandings of the parties pertaining or
with respect thereto. No covenant, representation, or
condition not expressed herein shall affect or be deemed
to interpret, change, or restrict the express provisions
hereof.
(b) Survival of Representations and Warranties. All
representations, warranties, covenants, and agreements of
the parties contained in this Agreement shall survive the
term of this Agreement.
(c) Binding Nature; No Assignments. The covenants and
agreements contained herein shall bind and inure to the
benefit of the parties hereto, their respective heirs,
executors, administrators, personal or legal
representatives, successors, or permitted assigns;
provided, however, that noting in this subsection 5.14(c)
shall be deemed to permit the conveyance, transfer,
assignment, or delegation, expressly, by operation of law,
or otherwise, by any party of any right or interest herein
without the prior written consent of the other parties.
Anything herein to the contrary notwithstanding, however,
no permitted assignment or other disposition of all or any
part of a party's interests herein shall relieve such
party of its obligations hereunder.
(d) Further Action. The parties each agree to execute and
deliver all documents, provide all information, and take
or forebear form all such action as may be necessary and
appropriate to achieve the purposes hereof.
(e) Time is of the Essence. Time is of the essence in this
Agreement.
(f) Amendments, Modifications, Approvals, and Consents. Any
amendment, modification, alteration, or supplement hereto,
or any approval or consent requested of any party, shall
be ineffective unless it is in writing and signed by the
party against whom enforcement is sought.
(g) Parties in Interest. Nothing in this Agreement, whether
express or implied, is intended to confer any right or
remedy under or by reason of this Agreement on any person
other than the parties to this Agreement and their
respective heirs, executors, administrators, personal or
legal representatives, successors, or permitted assigns,
nor is anything in this Agreement intended to relieve or
discharge the obligation or liability of any third person
to any party to this Agreement, nor shall any provision
hereof give any third person any right of subrogation or
action over or against any party to this Agreement.
<PAGE>
(h) Notices. Any notice, consent, request, directive, demand,
or other communication made hereunder, pursuant hereto, or
in accordance herewith by any party intended for any other
party shall be in writing and shall be physically
delivered, sent by facsimile (fax), or sent by registered
or certified mail, properly addressed and return receipt
requested with postage prepaid, to such other party at the
address of fax number set forth in Part 2 hereof, unless
such other party shall have previously designated a
different address of fax number by due notice hereunder.
Notices hereunder that are physically delivered shall be
deemed effective and complete at the time of the delivery
thereof with written evidence of such delivery. Notices
hereunder that are given by facsimile (fax) shall be
deemed effective and complete at the time such facsimile
(fax) is successfully sent with printed or written
evidence of such successful sending. Notices hereunder
that are given by mail shall be deemed effective and
complete as of the applicable delivery date set forth on
return receipt requested.
(i) Costs and Expenses. Except as may be otherwise
specifically set forth herein or as otherwise agreed to by
the parties, each party shall bear its own costs and
expenses (including among other things attorneys and
accountants fees and costs) in connection herewith and in
connection with all things required to be done by such
party hereunder.
(j) Attorneys' Fees. If any action is commenced to enforce any
of the terms hereof, the successful party in such action
shall be entitled to receive as additional compensation
hereunder or as additional damages under such action all
necessary and reasonable attorneys' fees, expenses, and
costs in connection with such action.
(k) Governing Law. This Agreement shall be governed in all
respects and construed according to the laws of the State
of Utah applied to contracts made and to be fully
performed entirely within the State of Utah between
residents of the State of Utah, unless any obligations
hereunder shall be invalid or unenforceable under such
laws, in which event the laws of the state whose laws can
apply to and validate the obligations hereunder shall
apply. This Agreement shall be deemed executed in Salt
Lake County, Utah. The parties acknowledge that bCard is
headquartered within Salt Lake County, Utah, that the
majority of bCard's records and employees are or will be
within Salt Lake County, Utah, and that Salt Lake County,
Utah, is the most convenient locale for actions between
the parties.
(l) Rights and Remedies. The rights and remedies of the
parties hereunder shall not be mutually exclusive, and the
exercise of one or more of the provisions hereof shall not
preclude the exercise of any other provisions. Each of the
parties confirms that damages may be an inadequate remedy
for a breach or threatened breach of any provision hereof.
The respective rights and obligations hereunder shall be
enforceable by specific performance, injunction, or other
equitable remedy, but nothing herein contained is intended
to or shall limit or affect any rights at law or by
statute or otherwise of any party aggrieved as against any
other party for a breach or threatened breach of any
provision hereof, it being the intention of this
subsection 5.14(l) to make clear the agreement of the
parties that the respective rights and obligations of the
parties hereunder shall be enforceable in equity as well
as at law or otherwise.
(m) Arbitration. Anything herein to the contrary
notwithstanding, any controversy or dispute arising out of
or relating to this Agreement or its subject matter which
the parties are unable to resolve within thirty (30) days
after written notice by one party to each other party of
the existence of such controversy or dispute, may be
submitted to binding arbitration by any party. If so
submitted to arbitration, the matter shall be finally
settled by binding arbitration conducted in accordance
with the then current rules and procedures of the American
Arbitration Association. Such arbitration shall take place
in Salt Lake City, Utah. The decision by the arbitrator on
any matter submitted to arbitration shall be binding and
conclusive upon the parties, their respective heirs,
executors, administrators, personal or legal
representatives, successors, or permitted assigns, as the
case may be, and they shall comply with such decision in
good faith. Each party hereby submits itself to the
jurisdiction of the state and federal
<PAGE>
courts within the State of Utah for the entry of judgment
with respect to the decision of the arbitrator hereunder.
Judgment upon the award may be entered in any state or
federal court within the State of Utah or any other court
having jurisdiction.
(n) No Waiver. No failure by any party to insist upon the
strict performance of any covenant, duty, agreement, term,
or condition hereof or to exercise any right or remedy
upon a breach thereof shall constitute a waiver of any
such breach or of such or any other covenant, duty,
agreement, term, or condition, whether or not similar. Any
party by notice pursuant to the terms hereof may, but
shall be under no obligation, waive any of its rights or
any condition or conditions to its obligations hereunder,
or any covenant, duty, agreement, term, or condition of
any other party. No waiver shall constitute a continuing
waiver or affect or alter the remainder hereof, and each
and every other covenant, duty, agreement, term, and
condition hereof shall continue in full force and effect
with respect to any other then existing or subsequently
occurring breach.
(o) Severability. In the event that any condition, covenant,
or other provision contained herein is held to be invalid
or void by any court of competent jurisdiction, the same
shall be deemed severable from the remainder hereof and
shall in no way affect any other covenant or condition
contained herein. If such condition, covenant, or other
provision shall be deemed invalid due to its scope and
breadth, such provision shall be deemed valid to the
extent of the scope or breadth permitted by law.
(p) Covenant of Good Faith. Each party agrees to act
reasonably and in good faith in the performance of any
acts required of such party hereunder.
(q) Force Majeure. No party shall be responsible for delays or
failure in performance resulting from acts beyond the
reasonable control of such party. Such acts shall include
but not be limited to acts of God, strikes, lock-outs,
riots, acts of war, epidemics, governmental regulation
imposed after the fact, fires, communication line
failures, power failures, earthquakes, or other disasters.
(r) Titles and Captions. All part, section, subsection, and
other titles, headings, and captions herein are included
for purposes of convenience only, and shall not be deemed
a part hereof and shall in now way define, limit, extend,
or describe the scope or intent of any of the provisions
hereof.
(s) Pronouns and Plurals. Whenever the context may require,
any pronoun used herein shall include the corresponding
masculine, feminine, or neuter forms, and the singular
form of nouns, pronouns, and verbs shall include the
plural and vice versa. Whenever used herein, the word "or"
shall mean "and/or," unless the context clearly otherwise
requires.
(t) Counterparts. This Agreement may be executed in
counterparts, all of which taken together shall constitute
one Agreement binding on the executing parties if each
party named in Part 2 hereof shall have executed at least
one counterpart signature page of this Agreement
notwithstanding that all of the parties are not
signatories of the same full copy of this Agreement of the
same counterpart signature page of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement on or
as of the date first set forth above.
"bCard" bCard, Inc.
A Utah Corporation
/s/ Neil Pickard
-------------------------
Neil Pickard, Secretary
"Lazarev" By: /s/ Ivan Lazarev
----------------------
Ivan Lazarev
