EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into this ________ day of
_______________, 2000, by and between Home Realty and Investment Corp., Inc.,
with its principal place of business in Fort Lauderdale, Florida (hereinafter
referred to as the "Company"), and Peter Leon, an individual residing in Fort
Lauderdale, Florida (hereinafter referred to as "Employee").
In consideration of the Company's employment of Employee, Employee
agrees to the covenants contained herein.
In consideration of the following covenants and conditions, and other
good and valuable consideration, the parties hereto agree as follows:
1. SUPERSEDING AGREEMENT. This Agreement supersedes any and all
other employment agreements, written or oral, between the Company and Employee.
2. EMPLOYMENT. The Company hereby employs Employee and Employee
hereby accepts employment for the term, at the salary, benefits and other
consideration, and on the conditions specified in this Agreement.
3. DUTIES AND RESPONSIBILITIES.
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A. Employee agrees to perform the duties of an executive
officer of the Company to the best of his ability,
together with such functions as are customarily
performed by employees of a company in Florida with a
similar title. Such duties may, from time to time, be
modified, established and designated by the Board of
Directors of the Company during the term of this
Agreement.
B. Employee shall conform to the rules, regulations,
instructions, personnel practices and policies of the
Company now in force or any changes therein which
hereafter may be adopted from time to time by the
Company.
4. TERM OF EMPLOYMENT; EFFECTIVE DATE.
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A. This Agreement shall be effective as of, and the effective
date of this Agreement shall be, May 1, 2000.
B. The term of this Agreement shall expire on the third
anniversary of its commencement unless renewed (in the
manner hereinafter specified) or unless sooner terminated in
accordance with the terms and provisions hereinafter set
forth. If the Company desires not to renew this
Agreement(or, if previously renewed, on any succeeding
annual anniversary) of its commencement, the Company shall
be obligated to: (1) give Employee sixty (60) days written
notice prior to the third anniversary (or, if previously
renewed, on any succeeding anniversary) of the commencement
of this Agreement of the Company's desire not to renew this
Agreement; or (2) give Employee less than the aforesaid
sixty (60) days written notice, in which event the Company
shall be required to pay Employee the compensation,on a
semi-monthly basis, which would otherwise have been paid by
the Company for sixty (60) days after said notice is given
had Employee remained in the employ of the Company and had
Employee not been disabled during such period and performed
his duties hereunder during such period without cause for
his discharge arising during such period (and, in such
event, Employee shall, unless requested otherwise by the
Company, remain in the employ of the Company during the
entirety of said 60 -day period). In the event the Company
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has not given the notice described in the preceding sentence
on or before any anniversary of the commencement of the term
of this Agreement, then this Agreement shall be
automatically renewed for a succeeding period of years; and
this Agreement may be renewed on any succeeding anniversary
in like manner.
C. In the event of the demise of Employee during the term of
this Agreement (its original term or as extended), this
Agreement shall automatically be terminated upon the
occurrence of such demise; and in the event employee is
disabled (irrespective of the cause or causes thereof and
whether such disability is permanent or temporary) during
the term of this Agreement, this Agreement may, at the
option of the Company (exercisable by written notice to
Employee at any time) be terminated at any time after the
occurrence of such disability. The aforesaid prerogative of
the Company to terminate this Agreement may be exercised by
written notice from the Company to Employee. Employee shall
be deemed "disabled" or under a "disability" (as such quoted
terms are used in this paragraph) if due to illness or
injury, Employee is rendered unable to perform his duties
under this Agreement, in whole or in substantial part, for
ninety (90) days or more (the phrase "substantial part"
meaning to the extent of 15% or more).
5. COMPENSATION OF EMPLOYEE.
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A. SALARY: During the term of this Agreement, Employee shall be
entitled to a base monthly salary payable in arrears of
$8333.33.
The Company shall be entitled to make all payroll deductions
from salary, bonuses and commissions as are required by law
or otherwise apply uniformly to employees of the Company.
B. BONUSES AND INCENTIVES: In addition to the salary of
Employee, Employee shall receive 30 days after the end of
each calendar quarter a bonus or commission based on the
following:
50 % of the earned sales commission on matters for which
Employee is a participating agent; and
Employee shall participate in the Stock Incentive and Bonus
Plans offered by the parent, E-Pawn.com, Inc., and available
to its key employees and executive officers.
C. CERTAIN OTHER BENEFITS: During the term of this Agreement,
Employee shall be entitled to the following additional
benefits:
(1) Employee shall be included in such hospital,
surgical, medical and dental benefit plans,
group term life insurance plans, and
pension, profit-sharing and/or retirement
plans as are from time to time maintained by
the Company (to the extent maintained) at
the same level of contributions or benefits
(as the case may be) as other employees of
the Company similar in rank to Employee;
(2) Employee shall be reimbursed for reasonably
and necessarily incurred business expenses
in accordance with such policies for
approval and/or reimbursement as are from
time to time established by the Company
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and uniformly applied to employees of the
Company similar in rank to Employee;
provided, however, that the Company may
refuse to reimburse Employee for expenses
for which he cannot or does not provide an
accounting or documentation which states the
amount of expenditure, the date, place, and
essential character of the expenditure, the
business reason for the expenditure and/or
the nature of the business derived or
expected to be derived as a result of the
expenditure. The Company shall determine, in
its sole discretion, those expenditures
which constitute "reasonable business
expenses";
(3) Employee shall be entitled to two weeks (10
days) annual vacation with pay after one (1)
year of continuous employment from his hire
date. With the approval of management, and
if the Employee chooses, one (1) week of
this vacation may be taken after six (6)
months of continuous employment. Upon the
Employee's fifth anniversary with the
Company, he shall be entitled to three weeks
(15 days) vacation with pay in the ensuing
12-month period. Vacation time shall be non-
cumulative.
(4) Employee shall be entitled to such other
benefits as are then customarily furnished
to other executive officers and key
employees of the Company similar in rank to
Employee, including but not limited to 401K
Plans, stock bonus plans and incentive stock
plans.
6. CONFIDENTIAL INFORMATION OF EMPLOYER.
A. RESTRICTIVE COVENANT. During the term of this Agreement,
Employee will have access to certain confidential
information of the Company and its subsidiaries, parent and
affiliated corporations and certain shareholder records of
same, including, but not limited to, corporate books and
records, financial information, personnel information, lists
of customers, customer relations, special know-how, trade
secrets and other information. Employee recognizes and
acknowledges that such confidential information is a
valuable, special and unique asset of the Company and that
the Company's business is dependent on the same. To insure
the continued secrecy of this confidential information and
in consideration if his employment or continued employment
by the Company, Employee agrees and covenants that he will
not at any time during the term of this Agreement and for a
period of two years from the date of his termination with
the Company, regardless of the cause of such termination,
either directly or indirectly, or by aid to others:
(1) Make use of or divulge to any person, firm,
corporation or other entity (collectively
referred to as an "Entity") any trade
secrets, customer lists, or any other
information used by Employee in his
performance of his duties on behalf of the
Company, or fail to keep confidential all
information obtained in the Company's
business.
(2) Provide, perform or aid, directly or
indirectly, in the providing or performance
of, any service which is the same as or
similar to any service performed or provided
by Employee for the Company for or on behalf
of any Entity which was a client or customer
of the Company at the time of termination of
Employee's employment with the Company (any
such Entity being herein referred to as the
"Company's Customer").
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(3) Discuss with an Company's Customer, or with
any employee or agent of any Company's
Customer, the possibility of Employee's
providing or performing or aiding, directly
or indirectly, in the providing or
performing, of any service prohibited by
paragraph 6.A.(2) above, on behalf of such
Company's Customer.
(4) Discuss with any person who is, at the time
of such discussion, an employee of the
Company, the possibility of such person's
working for or with Employee to provide or
perform (or aid, directly or indirectly, in
the providing or performing) on behalf of
any Entity any service which is the same as
or similar to any service provided by such
person in the scope of such person's
employment with the Company.
(5) Employ any person, who was an employee of
the Company on the date of termination of
Employee's employment with the Company, to
perform or provide (or aid, directly or
indirectly, in the providing or performing)
on behalf of any Entity any service which is
the same as or similar to any service
performed or provided by such person in the
scope of such person's employment with the
Company.
(6) Take any action, directly or indirectly,
which would tend to divert from the Company
any trade or business with any of the
Company's Customers or any Entity whose
identity or potential as a customer was
confidential or learned by Employee during
the course of his employment with the
Company.
Employee additionally covenants not to disclose to
any person, firm or corporation any information which is not
otherwise known to the public concerning the business,
customers or affairs of the Company or its subsidiaries or
affiliates which he may acquire in the course of or as an
incident to his employment and service on behalf of the
Company.
Employee agrees that the provisions contained in this
Paragraph 6 are of vital importance to the Company and that if
any question shall ever arise as to whether any act of
Employee is prohibited by this Paragraph 6, then, in all
instances in which it is reasonable to interpret any provision
of this Paragraph 6 to prohibit such act, such interpretation
shall be controlling notwithstanding that it may also be
reasonable to interpret such provision to permit such act. The
geographic area covered by this Restrictive Covenant is Fort
Lauderdale Metropolitan Region and any other area within the
State of Florida in which the Company is transacting business
at the time of termination of Employee's employment (or within
the maximum area permitted by law surrounding the Company's
principal office in Fort Lauderdale, whichever is less).
B. WORK PRODUCT. Upon the termination of his employment,
Employee shall not take from the premises of the Company, or
otherwise retain, any records, files or other documents, or
copies thereof, relating to the business or affairs of the
Company. As further consideration for said employment,
Employee hereby assigns and agrees to assign to the Company,
its successors and assigns:
(1) All rights to maps, plats, documents,
brochures, notes, research material,
prospective customer lists, etc., which
Employee made, conceived, or received during
the term of his employment with the Company;
(2) Employee will promptly disclose to the
Company information relating to said maps,
plats, documents, brochures, research
material,
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prospective customer lists, etc., and will
execute, acknowledge, and deliver all papers
and perform all other acts as may be
necessary in the opinion of the Company to
vest title to such material in the Company,
its successors and assigns.
C. REMEDIES. In the event of a breach or threatened breach by
Employee of the provisions of this Paragraph, the Company
shall be entitled to seek an injunction restraining Employee
from disclosing, in whole or in part, the lists of the
Company's customers, rate and pricing structures, discount
policies or other confidential business information. Nothing
herein shall be construed as prohibiting the Company from
pursuing any other remedies available to the Company for
such breach or threatened breach, including the recovery of
damages from Employee.
7. TERMINATION.
A. The Company may terminate the employment of Employee with or
without cause, at any time. In the event that such
termination is "for cause" (as such quoted term is hereafter
defined), then no prior notice shall be required for
termination; provided, however, at the time of such
termination, Employee shall be provided with a written
explanation of the facts constituting cause. Failure to so
provide Employee with such explanation shall be deemed
termination without cause. Additionally, in the event that
such termination is "for cause," then Employee shall have no
right to receive compensation or other benefits under this
Agreement for any period after termination "for cause."
"Cause" for termination by the Company shall include but
shall not be limited to,
(1) EMPLOYEE'S FAILURE OR REFUSAL TO PERFORM TO
THE REASONABLE satisfaction of the Company
any duty or task required hereby or
delegated to him consistent with his
position and duties as enumerated herein;
(2) Employee's failure or refusal to observe and
keep any and all covenants or obligations on
his part to be performed or kept under the
terms of this Employment Agreement or as
required by other work rules, policies or
guidelines from time to time established by
the Company and communicated, in writing, to
Employee and/or the Company's employees in
general;
(3) the breach by Employee of fiduciary duty
involving personal profit;
(4) Employee's willful violation of law, rule or
regulation (other than traffic violations or
similar offenses) or final cease-and-desist
orders or any crime of moral turpitude;
(5) theft, embezzlement, diversion,appropriation
or other misapplication of the Company
funds, accounts or confidential information;
(6) dishonesty, incompetence, habitual neglect
or willful misconduct of Employee;
(7) drug, alcohol or other substance abuse; or
(8) Employee's permanent disability.
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For the purposes hereof, Employee shall be deemed to have
become permanently disabled if, during any consecutive
twelve (12) month period, because of ill health, physical or
mental disability, or for other causes beyond his control,
he shall have been continuously unable or unwilling or shall
have failed to have performed his duties under this
Agreement for ninety (90) consecutive days, or, if, during
any such twelve (12) month period, he shall have been unable
or unwilling or shall have failed to perform his duties for
a total period of ninety (90) days, either consecutive or
not. If Employee is to be terminated for cause, under
7.A.(1) above, the Company will, prior to such termination,
give Employee a sixty (60) day period in which to cure or
remedy the cause for termination. If at the end of such
sixty (60) day period, the Employee has not cured or
remedied the cause for termination to the full satisfaction
of the Company, the Employee may be immediately terminated
without any additional notice. The Company may elect, but
shall not be obligated, to extend beyond sixty (60) days the
period during which Employee shall be entitled to remedy or
cure the cause for termination; provided, however, that no
such extension shall preclude the Company from terminating
Employee at any time after such sixty (60) day period
without further notice.
B. In the event that the Company should ever terminate the
employment of Employee for what the Company asserts is "for
cause" and it is later determined by a court of competent
jurisdiction in a judgment which is or becomes final and
non-appealable that such termination was not "for cause,"
then the maximum liability of the Company to Employee shall
be the amount which the Company would otherwise have been
required to pay to Employee had the employment of Employee
been terminated for a reason other than "for cause" under
Paragraph 7.C below.
C. Where this Agreement is terminated for any reason other than
"for cause," then the following shall apply:
(1) If this Agreement is terminated by the
Company for a reason other than "for cause",
then the Company shall be obligated to (i)
pay to Employee a cash payment in the amount
of three months salary (such salary to be
computed on the basis of three times the
then current monthly salary being paid
pursuant to Paragraph 5 hereof) and to
receive all bonuses and overrides due
through the end of the third month from date
of termination; and (ii) cause all
contributions made with respect to any
pension and/or retirement plan with respect
to Employee to fully and indefeasibly vest;
and (iii) cause Employee to continue to be
covered by all employee benefit plans then
being maintained by the Company (referred to
in Paragraph 5 hereof) for a period ending
on the first to occur of (y) the expiration
of the third month from the effective date
of termination, or (z) the commencement by
Employee of full-time employment with a
different employer.
(2) If this Agreement is terminated by Employee,
then the Company shall have no further
obligations hereunder except to pay such
compensation and other benefits as have
accrued prior to the effective date of
termination.
8. COVENANT NOT TO COMPETE. Employee hereby agrees, covenants and
warrants, for a period of one year from the expiration of the term of this
Employment Agreement, or one year after termination, whichever is earlier, that
he shall not, within any market, area or territory served by the Company or the
surviving entity of such Company's present offices or those it may hereafter
open,
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directly or indirectly, solicit, contract, contact or consult with any of the
customers or accounts of the Company or those known to be in pursuit by the
Company at the time of Employee's termination or become the employee of, or
otherwise render services to, any enterprise which competes directly or
indirectly with the customers or accounts of the Company or those known to be in
pursuit by the Company at the time of Employees' termination.
Employee further agrees that such limitations as to the period of time,
geographic area and types and scopes of restriction on his activities specified
herein are reasonable and necessary for the protection of the goodwill and other
business interests of the Company. However, should either the time period or the
geographic area provided herein be deemed invalid or unenforceable in any
respect, then Employee recognizes and agrees that a modification may be made to
such time period or geographic area to protect the Company with respect to the
purpose of this covenant not to compete.
Employee recognizes and agrees that any violation of any of the
provisions contained herein will cause such damage or injury to the Company as
would be irreparable and continuing and that the exact amount of such damage
might be difficult or impossible to ascertain and that, for such reason, among
others, the Company shall be entitled, as a matter of course, to recover from
Employee an amount equal to five percent (5%) of the gross billings of the
Company's former client, as billed by the Employee, his new employer, or any
other person or entity wrongfully acquiring the Company's client, and also the
Company shall be entitled to an injunction from any court of competent
jurisdiction restraining any further violation of this covenant not to compete.
Such right to any injunction shall be in addition to, and not in limitation of,
any other rights and remedies the Company may have against Employee, including
the right to recover damages for any breach of this covenant or other provisions
of this Agreement. Should it become necessary for the Company to enforce the
terms of this Agreement through injunctive or other proceedings, Employee hereby
waives any and all claims, counterclaims or other causes of action assertable by
them against the Company, including, but not limited to, claims that this
Agreement violates the Florida Free Enterprise and Antitrust Act.
9. ASSIGNMENT OF AGREEMENT. The Company may assign this Agreement (and
this Agreement shall be deemed assigned) without the consent of the Employee in
connection with any merger of the Company with or into any other institution or
entity; any other assignment of this Agreement by the Company may be made only
with the written consent of Employee; in the event of any such assignment, all
covenants, conditions and provisions hereunder shall inure to the benefit of and
be enforceable by or against the successors and assigns of the Company. The
rights and obligations of Employee under this Agreement are personal to him, and
no such rights, benefits or obligations shall be subject to voluntary or
involuntary alienation, assignment or transfer.
10. NOTICE. Any notice given under this Agreement to either party shall
be given in writing. Any such notice shall be deemed to be given when mailed to
any such party by registered or certified mail, postage prepaid, addressed to
such party at the respective addresses set out below, or at such other addresses
as either party may hereafter designate (by written notice provided in
accordance with this paragraph) as its address for purposes of notice hereunder:
Employee:
ADDRESS: FORT LAUDERDALE, FLORIDA 77055
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The Company:
Address: 2701 East Oakland Park Blvd
FORT LAUDERDALE, FLORIDA 77040
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11. WAVIER OF BREACH. The wavier by either party of a breach of any
provision(s) of this Agreement shall not operate or be construed as a waiver of
any subsequent breach of the same or any other provision(s) of this Agreement.
12. ENTIRE AGREEMENT. This instrument contains the entire agreement
of the parties. No affirmation, representation, covenant or agreement not
expressed herein shall be binding on eitherparty.
13. AMENDMENT. This Agreement may be changed, modified or amended at
any time and in any respect by the agreement of the parties hereto without the
consent of any other person; provided, however, that no change, modification or
amendment shall be binding unless same shall have been reduced to a writing and
signed by the party against whom enforcement of the change, modification or
amendment is sought.
14. APPLICABLE LAW. The parties intend and agree that the terms and
provisions of this Agreement and the performance of the parties hereunder shall
be governed by the laws of the State of Florida.
15. SEVERABILITY. In the event that any portion(s) of this Agreement
is declared to be invalid or illegal by final judgment of any court of competent
jurisdiction, the remainder of this Agreement shall remain in full force and
effect notwithstanding the invalidity or illegality of the other portion(s).
16. MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be an original, but all of which, together,
shall constitute one and the same instrument.
EXECUTED in multiple counterparts at Fort Lauderdale, Florida on this
__________ day of _______________, 2000, but with an effective date as set forth
herein.
COMPANY:
Home Realty and Investment Corp., Inc.
By:
Name:
Title:
EMPLOYEE:
Peter Leon
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FIRST ADDENDUM TO EMPLOYMENT AGREEMENT
BETWEEN HOMESREALTY & INVESTMENTS CORP., INC.
AND PAUL RUBEO
COMPANY: HOMESREALTY & INVESTMENTS CORP., INC.
EMPLOYEE: PAUL RUBEO
1. INCONSISTENCIES; DEFINITIONS. This Addendum shall be deemed a part
of the Employment Agreement of even date herewith between HOMESREALTY &
INVESTMENTS CORP., a Florida corporation and PAUL RUBEO of even date herewith.
In the event of any inconsistency between the terms and provisions of the
Contract and the terms of this Addendum, the terms and provisions of this
Addendum shall control and prevail. All definitions defined in the Employment
Agreement shall apply to this Addendum.
2. THE FOLLOWING LANGUAGE IS HEREBY ADDED TO PARAGRAPH 1: This
Employment Agreement is executed simultaneously with that certain Purchase and
Sale Agreement for Purchase of Stock by and between HomesRealty and Investments
Corp. and E-Pawn.Com, Inc (hereinafter, the "Stock Purchase Agreement"). The
Stock Purchase Agreement is incorporated herein by reference. In the event of a
conflict in terms between this Employment Agreement and the Stock Purchase
Agreement, the terms and provisions of the Stock Purchase Agreement shall
prevail.
3. PARAGRAPH 4(A) IS HEREBY MODIFIED AS FOLLOWS: The Effective Date of
this Agreement shall be June 1, 2000.
4. PARAGRAPH 4(C) IS HEREBY MODIFIED AS FOLLOWS: The phrase,
"substantial part" as used in this paragraph shall mean to the extent of thirty
(30%) percent or more. In addition, the following language shall be added to
this paragraph:
"Notwithstanding the termination of this Agreement pursuant to the
terms of this paragraph, E-Pawn.Com, Inc. shall nevertheless be
obligated to perform all of its obligations contained in the Stock
Purchase Agreement, including but not limited to payment of all of the
purchase consideration described therein."
5. THE FOLLOWING LANGUAGE IS HEREBY ADDED TO PARAGRAPH 5(A): The base
monthly salary described herein shall be paid bi-weekly with payments to be
received by the Employee on the first and fifteenth days of each calendar month.
6. THE FOLLOWING LANGUAGE IS HEREBY ADDED TO PARAGRAPH 5(C)(2):
Notwithstanding the foregoing, "reasonable business expenses" shall be deemed to
include all business expenses common to a real estate brokerage business in Fort
Lauderdale, Florida.
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7. PARAGRAPH 7(A) OF THE AGREEMENT IS HEREBY MODIFIED AS FOLLOWS:
Notwithstanding any provision of this paragraph to the
contrary, the Company shall provide written notice of its intent to terminate
the Agreement for the following:
(a) Employee's failure or refusal to perform to the
reasonable satisfaction of the Company, any duty or
task required hereby or delegated to him consistent
with his position and duties as enumerated herein;
(b) Employee's failure or refusal to observe and keep any
and all covenants or obligations on his part to be
performed or kept under the terms of this Employment
Agreement or as required by other work rules,
policies or guidelines from time to time established
by the Company and communicated, in writing, to
Employee and/or the Company's employees in general;
(c) Incompetence.
Upon receipt of such Notice of Termination, Employee shall
have sixty (60) calendar days to cure the deficiency which is the subject of the
Notice of Termination. In the event the cure cannot reasonably be accomplished
within the sixty (60) day period described herein, Employee shall not be
terminated if he commences a cure of the deficiency upon receiving the Notice of
Termination and works diligently to complete a cure of the deficiency.
Notwithstanding the termination of this Agreement for any reason whatsoever
pursuant to this paragraph (whether "for cause" or not for cause), E-Pawn.Com,
Inc. shall nevertheless be obligated to perform all of its obligations contained
in the Stock Purchase Agreement, including but not limited to payment of all of
the purchase consideration described therein.
8. THE FOLLOWING LANGUAGE IS HEREBY ADDED TO PARAGRAPH 7(B):
"In addition, E-Pawn.Com, Inc. shall be obligated to perform all of its
obligations contained in the Stock Purchase Agreement, including but
not limited to payment of all of the purchase consideration described
therein."
9. PARAGRAPH 7(C)(1) IS DELETED AND REPLACED BY THE FOLLOWING:
"If this Agreement is terminated by the Company for a reason other than
"for cause", then the Company shall be obligated to (i) pay to Employee
an amount equal to Employee's base monthly salary, plus bonuses and
overrides, all of which would be due and owing to Employee through and
including the second anniversary of the Agreement, which sum may, at
the option of the Company, be paid in bi-weekly installments or in lump
sum; (ii) cause all contributions made with respect to any pension
and/or retirement plan with respect to Employee to fully and
indefeasibly vest; and (iii) at the cost and expense of the Company,
cause Employee to continue to be covered by all employee benefit plans
then being maintained by the Company (referred
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to in Paragraph 5 hereof) for a period ending on the first to occur of
(y) the expiration of the second anniversary of the date of the
Agreement, or (z) the commencement by Employee of full time employment
with a different employer having a comparable employee benefit plan as
is then maintained by the Company. In addition, E- Pawn.Com, Inc. shall
be obligated to perform all of its obligations contained in the Stock
Purchase Agreement, including but not limited to payment of all of the
purchase consideration described therein."
10. THE FOLLOWING LANGUAGE SHALL BE ADDED TO THE EMPLOYMENT
AGREEMENT:
In the event Employee dies during the term of this Agreement, Employer
shall pay to Employee's Estate any salary, bonuses and/or overrides
accrued but unpaid as of the date of his death.
IN WITNESS WHEREOF, the parties hereto set their hands and seals this
_______ day of June, 2000.
EMPLOYER:
HOMESREALTY & INVESTMENTS CORP.,
a Florida corporation
________________________________ By:____________________________
EMPLOYEE:
-------------------------------- -----------------------------
PAUL RUBEO
RATIFICATION BY E-PAWN.COM, INC.
E-PAWN.COM, INC. hereby ratifies, adopts and agrees to vote its shares of
the Company's stock to require the Company to perform all of its obligations in
the above and foregoing Employment Agreement and for E-Pawn.com, Inc. to carry
our its obligations as they are stipulated in the Employment Agreement.
E-PAWN.COM, INC.,
a Nevada corporation
By:________________________
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