Bevsystems International Inc · SB-2 · On 1/15/98 · EX-10

Filed On 1/15/98   ·   SEC File 333-44315   ·   Accession Number 1002334-98-5

Registration of Securities by a Small-Business Issuer   ·   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Selling Shareholder Registration                      41    247K 
 2: EX-3.(I)    3.1 Articles of Incorporation                          6     26K 
 3: EX-3.(I)    3.2 Certificate of Amendment                           8     32K 
 4: EX-3.(I)    3.3 Bylaws                                            25    102K 
 5: EX-10       10.1 Emplyment Agreement-McAvoy                        8     41K 
 6: EX-10       10.2-Employment Agreement--Plunkett                    8     44K 
 7: EX-10       10.3-Employment Agreement-Gray                         9     43K 
 8: EX-10       10.4 Lead Generation Agreement                         8     34K 
 9: EX-23       23.1 Consent of Accountants                            1      6K 

EX-10   ·   10.1 Emplyment Agreement-McAvoy

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EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into
this 25th day of  November,  1996,  and is effective  as of its  execution  (the
"effective  date")  between  POCOTOPAUG  INVESTMENT,  INC., a Florida for profit
corporation (the "Company"), and JOHN S. McAVOY (the "Employee").               

WHEREAS, the Company is a Florida for profit corporation; and 

         WHEREAS,  the Company was formed in August, 1995, by John S. McAvoy and
Danny L. Wey for the purpose of raising money for the  development  of a bottled
water and water treatment company; and                                          

         WHEREAS,  it was and is the intent of the Company to obtain a corporate
shell and take the  project to the public  market for the  trading of its common
stock; and                                                                      

         WHEREAS,  John S. McAvoy and Danny L. Wey agreed,  as equal partners in
Pocotopaug Investment, Inc., both before and after the formation of the Company,
that (i) the  development  of the  Bottled  water and water  treatment  publicly
trading  company  would be a five year project and (ii) that the rewards to them
would be realized from the long term  appreciation of their common shares in the
public company; and                                                             

         WHEREAS,  representations regarding the long term commitment of John S.
McAvoy and Danny L. Wey were made to potential  investors as  inducements to the
investors to participate in the project; and                                    

         WHEREAS,  it was the  Company's  and the  Employee's  intent  that  its
operations start in Pinellas County, Florida, and, thereafter, spread throughout
the State of  Florida,  the  Southeast  United  States,  and  South and  Central
America, including, but not limited, to Costa Rica; and                         

WHEREAS, John S. McAvoy has developed information and business
contacts for the development of the Company's project; and                      

         WHEREAS,  a  reverse  merger of  Pocotopaug  Investment,  Inc.,  into a
Colorado corporate shell, known as Aqua Clara Bottling & Distribution,  Inc., is
imminent; and                                                                   

         WHEREAS, the solicitation of subscription agreements from the Company's
investors and the filing of Section 504 documents with the resulting issuance of
publicly trading shares is to take place in the near future; and                

WHEREAS, John S. McAvoy is desirous of being employed by the  
Company, Pocotopaug Investment, Inc. ("PII") and its successor,                 
Aqua Clara Bottling & Distribution, Inc.; and                                   

WHEREAS, the Company has agreed to hire John S. McAvoy upon   
certain terms and conditions, one of which is the execution of the              
Agreement by Employee; and                                                      

WHEREAS, John S. McAvoy is the Company's President and one of 
its Directors; and                                                              

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         WHEREAS,  it is the  intent  of  the  Company  that  all  officers  and
management  employees  will  execute an  employment  agreement as a condition of
their employment.                                                               

         NOW, THEREFORE,  in consideration of the mutual agreements herein made,
the Company and Employment do hereby agree as follows:                          

  1.       Employment.  The Company hereby employs the Employee as
President of Pocotopaug Investment, Inc., and its successor, Aqua               
Clara Bottling & Distribution, Inc., and Employee hereby accepts                
said employment, upon the terms and conditions hereinafter set                  
forth.                                                                          

         2. Authority and Power During Employment Period. The duties of Employee
shall be those of the  President  and shall be  subject  to the  discretion  and
direction of the Company's  officers and  directors.  Employee shall devote full
attention to and render exclusive full time services to the Company and shall be
employed solely by the Company according to the terms of this Agreement.        

    3.       Term.  The term of the employment hereunder will commence
upon execution of this Agreement and shall continue for five (5)                
years, unless i) the parties mutually agree in writing to alter or              
amend the terms of the Agreement, or ii) one or goth of the Paries              
exercise their rights, pursuant to Paragraph ten (10) herein, to                
terminate this Agreement.                                                       

4.       Compensation.                                        
                  a. Salary. For all services rendered by Employee,  pursuant to
the terms of this  Agreement,  and in  consideration  of the  execution  of this
Agreement by Employee, the Company shall pay Employee an initial starting salary
equal to that  received by Danny L. Wey and,  thereafter,  as may be  determined
from time to time by the Board of Directors  to  reasonably  reflect  employee's
then current value and contributions to the Company.                            

  5.       Benefits.  Employee shall be entitled to participate in
the Company's benefit programs maintained by the Company for the                
benefit of employees, in general, in accordance with and pursuant               
to the terms of all such plans.  Employee shall also be entitled to             
receive any other benefits as may, from time to time, be awarded to             
him by the Board of Directors.                                                  

  6.       Expenses.  The Company shall reimburse Employee for all
authorized and reasonable expenses incurred by Employee during his              
employment by the Company.  Employee shall be reimbursed expenses               
a reasonable time after submitting an expense report in the form                
provided by and in compliance with the Company's policies.                      

7.       Covenant Not to Compete and Non-Disclosure of        
Information.                                                                    
                  a.  Covenant  Not  to  Compete.   Employee   acknowledges  and
recognizes the highly  competitive  nature of Company's  business,  and that the
goodwill,  continued  patronage,  information and business  contacts,  including
clients,  constitute a  substantial  asset of the Company  having been  acquired
through  considerable time, money and effort.  Accordingly,  in consideration of
the execution of this Agreement, Employee agrees to the following:              

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         i. During the Restrictive Period (as hereinafter  defined),  within the
Restricted Area (as hereinafter defined), Employee will not individually,  or in
conjunction  with  others,   directly  or  indirectly  engage  in  any  business
activities,  whether as an officer,  director,  proprietor,  employer,  partner,
independent  contractor,  investor  (other  than as a holder  of less  than five
percent (5%) of the outstanding  capital stock of the corporation),  consultant,
advisor,  agent or otherwise,  which  conflict  with the  Company's  business or
Employee's duties.                                                              

         ii.  During the  Restrictive  Period and  within the  Restricted  Area,
Employee will not directly or indirectly compete with the Company by soliciting,
inducing  or  influencing  any   individuals   having  business  or  prospective
relationships  with the  Company  to  discontinue  or reduce  the extent of such
relationship  with the Company,  or to support any business ventures by Employee
in violation of this Agreement.                                                 

         iii.  During the Restrictive  Period and within the  Restrictive  Area,
Employee  will not (a)  directly or  indirectly  recruit,  solicit or  otherwise
influence any employee or agent of the Company to discontinue such employment or
agency relationship with the Company, or (b) employ or seek to employ, or cause,
assist,  or permit any business which competes  directly or indirectly  with the
Company to employ or seek to employ, any agent or employee of the Company.      

         iv. During the Restrictive period,  Employee will not interfere with or
disrupt or attempt to disrupt  any past,  present or  prospective  relationship,
contractual  or  otherwise,  between the Company and any  customer,  employee or
agent of the Company.                                                           

         v. This covenant is a  restrictive  covenant and Employee has knowingly
and  willingly  granted  this to the  Company  and  that,  further,  the  entire
Employment Agreement is contingent upon said covenant.                          

                  b. Non-Disclosure of Information.  Employee  acknowledges that
the Company's trade secrets, private or secret processes,  methods and ideas, as
they exist from time to time,  customer  lists and  information  concerning  the
Company's  products,   services,   training  methods,   development,   technical
information,  marketing  activities  and  procedures,  credit and financial data
concerning  the  Company,  access to and  knowledge of the industry in which the
Company's  business  is  and  will  be  conducted,   Employee  agrees  that  all
Proprietary  Information heretofore or in the future obtained by the Employee as
a result of the  Employee's  association  with the Company  shall be  considered
confidential.                                                                   

         In recognition of this fact,  Employee  agrees that Employee will never
use or disclose  any of such  Proprietary  Information  for the  Employee's  own
purposes  or for the  benefit  of any  person or other  entity  or  organization
(except the Company) under any  circumstances,  unless the Employee is compelled
by court order to disclose  such  Proprietary  Information,  or unless  Employee
obtains prior written  permission from the Company to disclose such  Proprietary
Information.                                                                    
           c.      Documents.  "Documents" shall mean all original
written, recorded or graphic matters whatsoever, and any and all                

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copies thereof,  including, but not limited to: paper; books; records;  tangible
things; correspondence;  communications; telex messages; memoranda; work-papers;
reports;  affidavits;   statements;  summaries;  analysis;  evaluations;  client
records and  information;  agreements;  agendas;  advertisements;  instructions;
charges;  manuals;  brochures;   publications;   directories;   industry  lists;
schedules;  price lists; client lists;  statistical  records;  training manuals;
books of accounts; records and invoices reflecting business operations;  E-mail;
computer  printouts;  computer  disks;  and  all  things  similar  to any of the
foregoing however denominated.                                                  

              d.      Restrictive Period.  "Restrictive Period" shall be
deemed to be during the Term of this Agreement and any extension                
thereof, and for a period of twenty-four (24) months following                  
termination of this Agreement, regardless of the reason(s) for                  
termination.                                                                    

               e.      Restricted Area.  "Restricted Area" shall be deemed
to mean within the State of Florida, Costa Rica, or any other                   
geographical locale that the Company is doing business in or has                
plans to do business in, including Central America, the Caribbean,              
and the Southeast United States.                                                

         It is  understood  by and between the  Company  and  Employee  that the
foregoing  covenants in Paragraphs  7a. and 7b. are  essential  elements of this
Agreement,  and that but for the  agreement  by  employee  to  comply  with such
covenants the Company would not have agreed to enter into this  Agreement.  Such
covenants by Employee  shall be construed to be  agreements  independent  of any
other  provisions of this  Agreement,  and shall survive the termination of this
Agreement and Employees  employment with the Company for a period of twenty-four
(24) months after the  termination  of  Employee's  employment or five (5) years
from the execution of this Agreement,  whichever is longer. The existence of any
other claim or cause of action,  whether  predicated  on any other  provision of
this  Agreement,  or  otherwise,  as a result of the  relationship  between  the
Parties,  shall not  constitute a defense to the  enforcement  of such covenants
against Employee.                                                               

f.      Remedies.                           
                  i. Employee  acknowledges and agrees that the Company's remedy
at law for a breach or threatened  breach of any of the provisions of Paragraphs
7a. and 7b. herein would be inadequate and the breach shall be deemed as causing
irreparable harm to the Company.  In recognition of this fact, in the event of a
breach by Employee of any of the provisions of Paragraphs 7a. and 7b.,  Employee
agrees  that,  in  addition  to any  remedy  at law  available  to the  Company,
including,  but not  limited  to,  monetary  damages,  all rights of Employee to
payment or otherwise under this Agreement and all amounts then or thereafter due
Employee  from the  Company  under  this  Agreement  may be  terminated  and the
Company,  without  posting any bond,  shall be  entitled to obtain and  Employee
agrees not to oppose the Company's  request for equitable  relief in the form of
specific  performance,  temporary  restraining  order,  temporary  or  permanent
injunction,  or any other  equitable  remedy which may be then  available to the
Company.                                                                        

        ii.     Employee acknowledges that the granting of a
temporary injunction, temporary restraining order or permanent                  

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injunction,  merely prohibiting the use of Proprietary Information would not get
an adequate  remedy upon breach or threatened  breach of Paragraphs  7a. and 7b.
and  consequently  agrees,  upon proof of any such  breach,  to the  granting of
injunction relief prohibiting any form of competition with the Company.  Nothing
herein contained shall be construed as prohibiting the Company from pursuing any
other remedies available to it for such breach or threatened breach.            

                 g.      Attorney's Fees.          Employee agrees that in the
event the Company is required to engage an attorney to enforce the              
terms of the covenants in Paragraphs 7a. and 7b. of this Agreement,             
Employee shall pay all costs and expenses, whether or not a suit or             
complaint  is  filed  in  any  court  of  competent  jurisdiction,  including  a
reasonable attorney's fee for the Company's attorney.                           

        8.       Working Conditions.             Employee shall have a private
office and support staff, including stenographic help and other                 
facilities and services as are suitable and  appropriate  for the performance of
his duties.  Employee shall keep normal  business hours and conduct  business at
the Company's offices.                                                          

         9. Outside Business  Interests.  Employee  acknowledges  that he has an
active legal practice which he has been divesting himself of for the past twelve
months and which,  if  continued,  would be in  violation  of  Paragraph 2. As a
condition of his  employment,  Employee  agrees to fully  divest  himself of his
legal  practice,  known as "The Law  Office of John S.  McAvoy",  within six (6)
months of the company's  shares being offered to the general public  pursuant to
its Section 504 and Form "D" filing.  In the interim,  Employee  agrees to fully
disclose  to the  Company  and to respond  to all  reasonable  inquiries  by the
Company with regard to the status of his  divestment  in "The Law Office of John
S. McAvoy".  The Company acknowledges and agrees that with certain active cases,
divestment  will  require a court  order  approving  withdrawal  of  Employee as
attorney of record. If for any reason the Court will not grant Employee's motion
to withdraw, then the Employee,  being forced to continue  representation,  will
seek  assistance  of associate  counsel to handle much,  if not all, of the work
involved on such cases. Upon execution of this Agreement, Employee agrees not to
solicit or accept any  additional  legal work. It being the stated intent of the
Parties that Employee not be actively participating as a lawyer in any cases six
(6) months after the execution of this Agreement,  and, in the interim,  to take
all  reasonable  and  necessary  efforts to minimize his time spent on his legal
practice so that his full attention can be devoted to the Company's business.   

10.      Termination.                                         
           a.      Termination Without Cause.  the Company and the
Employee may terminate this Agreement without cause upon giving                 
sixty (60) days prior written notice.  During such sixty (60) day               
period, Employee shall continue to perform his duties pursuant to               
this Agreement, and the Company shall continue to compensate                    
Employee in accordance with this Agreement.                                     

11.      Termination                                          
                b.      Mutual Agreement.       The Company and Employee may
terminate this Agreement by mutual agreement.                                   

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c.      Immediate Termination.     This     
Agreement may be terminated immediately by the Company upon the                 
occurrence of any of the following events:                                      

         i.       Any material violation of this Agreement; or
ii.      The death of Employee; or          
         iii.     The disability or incapacity of Employee; or
          iv.      The willful engagement and misconduct that is
materially injurious to the Company, monetarily or otherwise; or                
     v.       Employee's commission of any act or acts
constituting a felony under the laws of the United States or any                
State thereof.                                                                  

                 d.       Termination After Failure to Cure Breach.     If the
Employee commits a material breach of any provision of this                     
Agreement,  the  Company  may  terminate  the  Agreement  at any time,  if after
providing  written  notice to  Employee of the  alleged  breach or failure,  the
breach or failure remains uncured for a period of ten (10) days after receipt of
such notice.                                                                    

         11.  Notices.  Any notice  required or  permitted to be given under the
terms of this  Agreement  shall be  sufficient if in writing and if sent postage
prepaid by registered or certified mail, return receipt requested;  by overnight
delivery;  by courier; or by confirmed telecopy,  in the case of the Employee to
the  Employee's  last place of business or  residence as shown on the records of
the  Company,  or in the case of the Company to its  principal  office,  or such
other place as the Company may designate.                                       

12.      Miscellaneous.                                       
                 a.       Further Assurances.    At any time, and from time to
time, each Party will execute such additional instruments and take              
such action as may be reasonably requested by the other Party to                
confirm or perfect title to any property transferred hereunder or               
otherwise to carry out the intent and purposes of this Agreement.               

                  b.       Costs and Expenses.   Each Party hereto agrees to pay
its own costs and expenses incurred in negotiating this Agreement               
and consummating the transactions described herein.                             

     c.       Time.            Time is of the essence.

                 d.       Entire Agreement.     This Agreement constitutes the
entire Agreement between the Parties hereto with respect to the                 
subject matter hereof.  It supersedes all prior negotiations,                   
letters and understandings relating to the subject matter hereof.               
              e.       Amendment.     This Agreement may not be amended,
supplemented or modified in whole or in part except by an                       
instrument in writing signed by the Party or Parties against whom               
enforcement of any such amendment, supplement of modification is                
sought.                                                                         

                  f.       Choice of Law.    This Agreement will be interpreted,
construed and enforced in accordance with the laws of the State of              
Florida.                                                                        

                 g.       Headings.     The section and subsection headings in
this Agreement are inserted for convenience only and shall not                  
affect in any way the meaning or interpretation of this Agreement.              

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                 h.       Pronouns.     All pronouns and any variation thereof
shall be deemed to refer to the masculine, feminine, neuter,                    
singular, or plural as the context may require.                                 

                 i.       Construction.                This Agreement shall be
construed neither against nor in favor of either of the Parties                 
hereto, but rather in accordance with the fair meaning thereof.                 

                 j.       Effect of Waiver.    The failure of any Party at any
time or times to require performance of any provision of this                   
Agreement  will in no manner affect the right to enforce the same. The waiver by
any Party of any breach of any provision of this Agreement will not be construed
to be a waiver by ant such Party of any succeeding breach of that provision or a
waiver by such Party of any breach of any other provision.                      

                  k. Severability The invalidity, illegality or unenforceability
of any  provision  or  provisions  of this  Agreement  will not affect any other
provision  of this  Agreement,  which will remain in full force and effect,  nor
will  the  invalidity,  illegality  or  unenforeceability  of a  portion  of any
provision of this Agreement  affect the balance of such provision.  In the event
that  any one or more  of the  provisions  contained  in this  Agreement  or any
portion  thereof  shall  for  any  reason  be  held to be  invalid,  illegal  or
unenforceable provision had never been contained herein. If any court determines
that any provision of Paragraph eight (8) hereof is unenforceable because of the
duration or scope of such  provision,  such court shall have power to reduce the
scope or  duration  of such  provision,  as the case may be, and, in its reduced
form, such provision shall then be enforceable.                                 

               l.       Binding Nature.     This Agreement will be binding
upon and will inure to the benefit of any successors of the                     
Company.                                                                        

              m.       Counterparts.   This Agreement may be executed in
one or more counterparts, each of which will be deemed an original              
and all of which together will constitute one and the same                      
instrument.                                                                     

         Employee  acknowledges  that  he has  read  all of the  terms  of  this
Agreement, fully understands them, has made a voluntary decision to execute this
Agreement and agrees to abide by its terms and conditions.                      

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         IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the
date first written in Pinellas County, Florida.                                 

WITNESSES:                                   Pocotopaug Investment, Inc.        
 a Florida corporation

Print:                                       By:  John S. McAvoy                
                        Its: President

                                            (Corporate Seal)

Print:                                       John S. McAvoy                     
"EMPLOYEE"