Sample Business Contracts

Executive Employment Agreement - NewsMax Media Inc. and Bruce Robert Lonic Jr.

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October 24, 2001 by and between NewsMax Media, Inc., with its principal
executive office at Suite 270, Brandywine Centre II, 560 Village Boulevard, West
Palm Beach, Florida 33409, (the "COMPANY") and Bruce Robert Lonic, Jr., an
individual residing at 11120 Nantucket Bay Court, Wellington, FL 33414 (the

         WHEREAS, the Executive has been offered the position of Controller,
with the corporate titles of Secretary and Treasurer, and will begin to serve in
such capacities on the Effective Date, and

         WHEREAS, the Company wishes to assure itself of the services of the
Executive for the period provided for herein and the Executive is willing to
serve in the employ of the Company for said period upon terms and conditions
hereinafter provided; and

         WHEREAS, the Company's Board of Directors has determined that the best
interests of the Company and its shareholders would be served by providing for
the terms and conditions of the Executive's employment as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the Company and the
Executive hereby agree as follows:

SECTION 1. GENERAL DEFINITIONS. As used herein, the following terms shall have
the meanings set forth below:

         "EFFECTIVE DATE" shall mean November 1, 2001.

         "IPO COMPLETION" shall mean that date when the Company receives the
proceeds from an initial public offering of the common shares of the Company and
becomes an effective publicly trading company.

         "PERSON" means any individual, sole proprietorship, general or limited
partnership, joint venture, trust, unincorporated organization, association,
corporation, institution, entity, party, limited liability company or government

SECTION 2. EMPLOYMENT AND TERM. The Company hereby employs the Executive, and
the Executive hereby accepts such employment by the Company, for the purposes
and upon the terms and conditions contained in this Agreement and subject to the
approval of the Company's Board of Directors. Subject to the terms and
conditions contained herein, the initial term of this Agreement shall be for a
two (2) year period commencing on the date on which the Executive begins his
employment with the Company (which shall be the Effective Date) and terminating
on the second (2nd) anniversary of the Effective Date.



Thereafter, the Company shall have the option, in its sole discretion, to renew
this Agreement on its then current terms and conditions for a subsequent one
(1) year term extension upon ninety (90) days' prior notice to the Executive.
The initial term hereof and any extension term are referred to herein as the

SECTION 3. EMPLOYMENT CAPACITIES AND DUTIES. The Executive shall be employed
throughout the Employment Period as the Controller, with corporate titles of
Secretary and Treasurer of the Company. The Executive shall have the duties and
responsibilities normally associated and incumbent with such positions as
defined in the Company's By-Laws and shall perform such other tasks as may
reasonably be requested by the Chief Executive Officer or the Board of Directors
from time to time. If so requested, the Executive shall also serve as Chief
Financial Officer without any additional compensation. Subject to the direction
and supervision by the Company's Chief Executive Officer and the Company's Chief
Financial Officer, the Executive shall supervise and manage the day-to-day
financial operations of the Company. Executive hereby represents that he is able
to perform all duties and has no reason to believe otherwise.

SECTION 4. EXECUTIVE PERFORMANCE COVENANTS. The Executive accepts the employment
described in Section 3 herein and agrees to devote his full working time and
efforts (except for authorized absences due to illness and appropriate
vacations) to the business and affairs of the Company and the performance of the
aforesaid duties and responsibilities.

SECTION 5. SALARY. In compensation for his services hereunder, the Executive
shall be paid a salary ("SALARY") for the period commencing on the Effective
Date at an annual rate of Ninety Thousand Dollars (US $ 90,000) payable in equal
installments in accordance with the Company's payroll policies. Upon IPO
Completion or upon the Company raising at least Five Million Dollars
($5,000,000) of additional capital funds, the Executive's Salary shall be
increased to an annual rate of One Hundred Ten Thousand Dollars (US $110,000)
per year for the duration of the Employment Period. In addition to said Salary,
the Executive shall be entitled to a performance bonus during the first fourteen
(14) months of the Employment Period of Fifty Thousand Dollars ($50,000) if the
Executive raises or is responsible for raising at least Five Million Dollars of
additional capital funds for the Company from (a) private or public investors or
(b) by means of a strategic investment or (c) through a merger and acquisition

SECTION 6. STOCK OPTIONS. The Company shall grant Incentive Stock Options (the
"OPTIONS") to the Executive to purchase up to One Hundred Twenty Thousand
(120,000) common shares of the Company's capital stock at an exercise price of
$3.75 per share, subject to (i) vesting in accordance with the following
schedule, (ii) modification in grant and vesting pursuant to Section 9 of this
Agreement; and (iii) issuance of shares in a manner consistent with the terms
and conditions of the Company's 1999 Stock Plan. All Options granted to the
Executive shall expire on October 30, 2006 and shall vest at the rate of 5,000
Options per month.



SECTION 7. EMPLOYEE BENEFITS. During the Employment Period, in addition to any
and all compensation and benefits required or permitted to be made by the
Company to the Executive hereunder, the Executive shall receive the benefits and
enjoy the perquisites described below:

         (a)      Vacation. The Executive shall be entitled to two (2) weeks
                  paid vacation per annum to be taken at such times for such
                  lengths as are reasonable given the tasks of the Executive and
                  obligations of the Company; and

         (b)      Benefit Plans. The Executive shall be entitled to participate
                  in the Company's benefit plans, including but not limited to
                  group hospitalization, health, life, disability, travel or
                  accident insurance, restricted or stock purchase plan, stock
                  option plan, retirement income or pension plan, 401(k) plan or
                  other present or future group employee benefit plan or program
                  of the Company for which Executives are or shall become
                  eligible. Nothing contained in this Agreement shall prevent
                  the Board of Directors from amending or otherwise altering any
                  such plan, program or arrangement during the Employment
                  Period; and

         (c)      Indemnification. The Executive shall be entitled to
                  indemnification and protection from liability as set forth in
                  Section 11.

SECTION 8. REIMBURSEMENT OF EXPENSES. The Company shall reimburse the Executive
for all reasonable and necessary business expenses, including all normal and
necessary moving expenses, incurred in providing services to the Company upon
the Executive's submission of appropriate documentation evidencing such expenses
in accordance with the Company's reimbursement policies as determined from time
to time by the Company. If there is a dispute as to the eligibility of an
expense for reimbursement in accordance with the Company's reimbursement
policies, then such expense shall be determined to be reimbursable if approved
by the Chief Executive Officer.

SECTION 9. TERMINATION OF EMPLOYMENT. Any termination of the Executive's
employment by the Company or the Executive shall be communicated by a written
Notice of Termination to the other party hereto. For purposes of this Agreement,
a "NOTICE OF TERMINATION" shall mean a notice that shall indicate the provisions
in this Agreement relied upon.

         (a)      "EMPLOYMENT TERMINATION DATE" shall mean the date on which the
                  Employment Period and the Executive's right and obligation to
                  perform employment services for the Company shall terminate
                  effective upon the first to occur of the following:
                  (1)      The expiration of the Employment Period;
                  (2)      The death of the Executive;



                  (3)      If the Executive's employment is terminated by the
                           Company for Cause, the date on which a Notice of
                           Termination is given;
                  (4)      If the Executive's employment is terminated by the
                           Company other than for Cause or the death of the
                           Executive, the date specified in the Notice of
                           Termination; and
                  (5)      If the Executive's employment is terminated by
                           voluntary action of the Executive, the date specified
                           in the Notice of Termination.

         (b)      Termination Upon Executive's Death. In the event of the
                  Executive's death, the Company shall pay to the Executive's
                  estate any unpaid amount of Salary, benefits and un-reimbursed
                  expenses through the date of death.

         (c)      Termination for Cause. The Company may terminate the
                  Executive's employment hereunder and the Employment Period
                  for Cause. For the purposes of this Agreement, "CAUSE" shall
                  mean termination because of the Executive's personal
                  dishonesty, incompetence, willful misconduct, excessive
                  absences, breach of fiduciary duty involving personal profit,
                  failure to perform required duties, violation of any law, rule
                  or regulation (other than traffic violations or similar
                  offenses) or the material breach of any provision of this
                  Agreement. If the Executive's employment is terminated for
                  Cause, the Company shall pay the Executive (or his successors)
                  his unpaid Salary, benefits and un-reimbursed expenses through
                  the Employment Termination Date.

         (d)      Compensation Upon Termination by Company Other Than for Cause.
                  If the Company shall terminate the Executive's employment
                  after its ninety (90) day probationary period for any reason
                  other than pursuant to Sections 9(b) or 9(c), then the Company
                  shall pay to the Executive his unpaid Salary, benefits and un-
                  reimbursed expenses for the remainder of the Employment
                  Period. Further, the Company shall immediately vest all
                  unvested Options in accordance with the grants provided in
                  Section 6 as would have been paid during the tenure of this
                  Agreement had the Executive not been terminated, and allow the
                  Executive one year from the Employment Termination Date in
                  which to exercise such Options.

         (e)      Termination by Executive. In the event that the Executive
                  voluntarily terminates his employment with the Company prior
                  to the expiration of the Employment Period, the Executive
                  shall be entitle only to the payment of the amounts which
                  would be payable to him under Section 9(c) above as if he had
                  been terminated for cause. However, in the event that the
                  Executive terminates his employment with the Company prior to
                  the expiration of the Employment Period for a good cause due
                  to a material adverse change in the condition of his
                  employment, and such adverse change is confirmed by an
                  independent arbitrator to be a reasonable reason to resign,
                  then the Executive shall be entitled to Severance Pay. For the
                  purposes of this Agreement, "SEVERANCE PAY" shall mean Salary
                  equivalent to



                  one week's salary for each completed month of service, but not
                  to exceed the completion of the Company's Salary obligations
                  during the Employment Period.

SECTION 10. COMPANY PROTECTION PROVISIONS. The following provisions apply for
the protection of the Company and shall survive indefinitely beyond the duration
of this Agreement:

         (a)      Non-Competition. During the Restricted Period (as hereinafter
                  defined), the Executive shall not directly or indirectly
                  compete with the Company by owning, managing, controlling or
                  participating in the ownership, management or control of, or
                  be employed or engaged by or otherwise affiliated or
                  associated with any Competitive Business in any location in
                  which the Company is doing business as of the Employment
                  Termination Date. As used herein, the term "RESTRICTED PERIOD"
                  means the Employment Period and a period of six months
                  thereafter. As used herein, a "Competitive Business" is any
                  other corporation, limited liability company, partnership,
                  proprietorship, firm, association or other business entity
                  that is engaged in any business from which the Company has
                  derived more than 10% of its revenues during the twelve months
                  preceding the Employment Termination Date or in which the
                  Company has invested 10% or more of its total assets as of the
                  time in question.

         (b)      Non-Interference. During the Restricted Period, the Executive
                  shall not induce or solicit any employee of the Company or any
                  person doing business with the Company to terminate his or her
                  employment or business relationship with the Company or
                  otherwise interfere with any such relationship.

         (c)      Confidentiality. The Executive agrees and acknowledges that,
                  by reason of the nature of his duties as an officer and
                  employee, he will have or may have access to and become
                  informed of confidential and secret information which is a
                  competitive asset of the Company ("CONFIDENTIAL
                  INFORMATION"), including without limitation any lists of
                  customers or subscribers, financial statistics, research data
                  or any other statistics and plans contained in profit plans,
                  capital plans, critical issue plans, strategic plans or
                  marketing or operation plans or other trade secrets of the
                  Company and any of the foregoing which belong to any person or
                  company to which the Executive has access by reason of his
                  employment relationship with the Company. The Executive agrees
                  faithfully to keep in strict confidence, and not, either
                  directly or indirectly, to make known, divulge, reveal,
                  furnish, make available or use (except for use in the regular
                  course of his employment duties) any such Confidential
                  Information. The Executive acknowledges that all manuals,
                  instruction books, price lists, experiment logs or papers,
                  information and records and other information and aids
                  relating to the Company's business, and any and all other
                  documents containing Confidential Information furnished to
                  the Executive by the Company or otherwise acquired or
                  developed by the Executive, shall at all times be the property
                  of the



                  Company. Upon termination of the Employment Period, the
                  Executive shall return to the Company any such property or
                  documents which are in his possession, custody or control, but
                  his obligation of confidentiality shall survive such
                  termination of Employment Period until and unless any such
                  Confidential Information shall have become, through no fault
                  of the Executive, generally known to the trade. The
                  obligations of the Executive under this subsection are in
                  addition to, and not in limitation or preemption of, all other
                  obligations of confidentiality that the Executive may have to
                  the Company under general legal or equitable principles.

         (d)      Remedies. It is expressly agreed by the Executive and the
                  Company that these provisions are reasonable for purposes of
                  preserving for the Company its business, goodwill and
                  proprietary information. It is also agreed that if any
                  provision is found by a court having jurisdiction to be
                  unreasonable because of scope, area or time, then that
                  provision shall be amended to correspond in scope, area or
                  time to that considered reasonable by a court and as amended
                  shall be enforced and the remaining provisions shall remain
                  effective. In the event of any breach of these provisions by
                  the Executive, the parties recognize and acknowledge that a
                  remedy at law will be inadequate and the Company may suffer
                  irreparable injury. The Executive acknowledges that the
                  services to be rendered by him are of a character giving them
                  peculiar value, the loss of which cannot be adequately
                  compensated for in damages; accordingly, the Executive
                  consents to injunctive and other appropriate equitable relief
                  without the posting of any type of bond or surety upon the
                  initiation of proceedings therefore by the Company in order to
                  protect the Company's rights. Such relief shall be in addition
                  to any other relief to which the Company may be entitled at
                  law or in equity.

SECTION 11. INDEMNIFICATION. As an officer of the Company, the Executive shall
be indemnified by the Company in accordance with the indemnification provisions
of the Company's Bylaws, and otherwise to the extent to which officers of a
corporation registered under the laws of Florida may be indemnified pursuant to
Section 607.0850 of the Florida statutes and to the extent to which officers of
a corporation organized under the laws of Nevada may be indemnified pursuant to
Nevada statutes.

SECTION 12. SUCCESSORS AND ASSIGNS. Except as hereinafter expressly provided,
the agreements, covenants, terms and provisions of this Agreement shall bind the
respective heirs, executors, administrators, successors and assigns of the
parties. This Agreement is personal in nature and neither of the parties shall,
without the consent of the other, assign or transfer this Agreement or any
rights or obligations hereunder, except as provided in this Section 12. Without
limiting the foregoing, the Executive's right to receive payments hereunder
shall not be assignable or transferable, whether by pledge, creation of



a security interest or otherwise, and in the event of any attempted assignment
or transfer in contravention of this Section 12, the Company shall have no
liability to pay to the purported assignee or transferee any amount so attempted
to be assigned or transferred.

SECTION 13. NOTICES. All notices and other communications that are required or
may be given under this Agreement shall be in writing and shall be delivered
personally or by express mail or by certified mail addressed to the party
concerned at the addresses noted below, or as notified in writing, if changed.
All notices shall be effective upon receipt.

If to the Company:         NewsMax Media, Inc.
                           Suite 270 Brandywine Centre II
                           560 Village Boulevard
                           West Palm Beach, FL  33409

If to the Executive:       Bruce Robert Lonic, Jr.
                           11120 Nantucket Bay Court
                           Wellington, FL  33414

SECTION 14. WAIVER; REMEDIES CUMULATIVE. No waiver of any right or option
hereunder by any party shall operate as a waiver of any other right or option,
or the same right or option as respects any subsequent occasion for its
exercise, or of any legal remedy. No waiver by any party of any breach of this
Agreement or of any agreement or covenant contained herein shall be held to
constitute a waiver of any other breach or a continuation of the same breach.
All remedies provided in this Agreement are in addition to all other remedies
provided under this Agreement or applicable law.

SECTION 15. GOVERNING LAW; SEVERABILITY. This Agreement is made and is expected
to be performed in Palm Beach County, Florida, and the various terms,
provisions, covenants and agreements, and the performance thereof, shall be
construed, interpreted and enforced under and with reference to the laws of the
State of Florida. It is the intention of the Company and the Executive to fully
comply with all laws and matters of public policy relating to employment
agreements and restrictive covenants, and this Agreement shall be construed
consistently with such laws and public policy to the extent possible. If any one
or more covenants, agreements, terms or provisions of this Agreement or any
portion or portions thereof shall be held invalid or unenforceable by a court of
competent jurisdiction, then such covenants, agreements, terms or provisions (or
portions thereof) shall be deemed separable from the remaining covenants,
agreements, terms or provisions of this Agreement and such holding shall in no
way affect the validity or enforceability of any of the other covenants,
agreements, terms or provisions hereof.



SECTION 16. JURISDICTION AND VENUE. The parties acknowledge that a substantial
portion of negotiations, anticipated performance and execution of this Agreement
occurred or shall occur in Palm Beach County, Florida, and that, therefore,
without limiting the jurisdiction or venue of any other federal or state courts,
each of the parties irrevocably and unconditionally (a) agrees that any suit,
action or legal proceeding must be brought in Palm Beach County, Florida; (b)
consents to the jurisdiction of such court in any suit, action or proceeding;
(c) waives any objection which it may have to the laying of venue of any such
suit, action or proceeding in any of such courts; and (d) agrees that service of
any court paper may be effected on such party by mail, as provided in this
Agreement, or in such other manner as may be provided under applicable laws or
court rules in the State of Florida. Notwithstanding the above, the parties
hereto agree that any controversy, claim or dispute arising out of the terms of
this Agreement, or the breach thereof, shall be settled by arbitration in Palm
Beach County under the rules of the American Arbitration Association.

SECTION 17. MISCELLANEOUS. This Agreement constitutes the entire understanding
of the parties hereto with respect to the subject matter hereof. This Agreement
may not be modified, changed or amended except in a writing signed by each of
the parties hereto. This Agreement may be signed in multiple counterparts, each
of which shall be deemed an original hereof. The captions of the several
sections and the subsections of this Agreement are not part of the context
hereof, are inserted only for convenience in locating such subsections and shall
be ignored in construing this Agreement.

                            SIGNATURE PAGE TO FOLLOW



         IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of October 24, 2001.

                                       NEWSMAX MEDIA, INC.




                                       BRUCE ROBERT LONIC, JR.