EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between PSI Corp., a duly organized Nevada corporation (“Employer”), and Joseph Abbo, a resident of the State of Ohio (“Employee”).

WHEREAS, Employer is in need of persons with experience at the executive level in developing, organizing and managing operational strategies in the self service industry; and

WHEREAS, Employee has a substantial amount of the operations experience needed by Employer; and

WHEREAS, Employee is willing to be employed by Employer, and Employer is willing to employ Employee, on the terms, covenants and conditions hereinafter set forth; and

WHEREAS, Employer and its affiliates have accumulated valuable and confidential information, including, without limitation, trade secrets and know-how relating to technology, equipment, marketing plans, acquisition plans, sources of supply, business strategies and other business records; and

WHEREAS, the giving of the covenants contained herein is a condition precedent to the employment of Employee by Employer and Employee acknowledges that the execution of this Agreement and the entering into of these covenants is an express condition of his employment by Employer and that said covenants are given in consideration for such employment and the other benefits conferred upon him by this Agreement; and

NOW, THEREFORE, in consideration of such employment and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, Employer and Employee hereby agree as follows:

 

Employer hereby employs, engages and hires Employee as Chief Operations Office of PSI Corporations, and Employee hereby accepts and agrees to such hiring, engagement and employment, subject to the direct supervision and direction of the President and CEO of Employer, as well as the general supervision of the Board of Directors of Employer. Employee shall perform duties as are customarily performed by one holding such position in other, same or similar businesses or enterprises as that engaged in by Employer, and shall also additionally render such other and unrelated services and duties as may be assigned to him from time to time by Employer.

 

Employee hereby agrees that he will, at all times, faithfully, industriously and to the best of his ability, experience and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms hereof, to the reasonable satisfaction of Employer.

 

Employer shall pay Employee, and Employee shall accept from Employer, in full payment for Employee's services hereunder, compensation as follows:

A.

Salary. Employee shall be paid a salary of $160,000 per year, which salary shall be payable in equal installments on the 1st and 15th days of each calendar month, in arrears, subject to deduction of all lawful and required withholding. Employer may, in its sole discretion, for any payment period hereunder, elect to pay up to 100% of Employee’s salary in shares of Employer’s $.0001 par value Common Stock. Any such shares issued to Employee shall be valued as follows: each share of Employer Common Stock shall be issued at a per share price identified by the company on the first of each month. The compensation due Employee shall be divided by the per share value of Employer’s Common Stock, as determined by the foregoing, to determine the number of shares owed Employee.

 

 

B.

Insurance and Other Benefits. As further consideration for the covenants contained herein, Employer will provide Employee with such insurance, welfare, sick leave and other benefits as may be established by Employer from time to time with respect to its employees in accordance with Employer’s established procedures.

C.	Other Compensation Plans. Employee shall be entitled to participate, to the same extent as is provided to other persons employed by Employer, in any future stock bonus plan, stock option plan or employee stock ownership plan of Employer.

D.

Expenses. It is acknowledged that, during the term of employment, Employee will be required to incur ordinary and necessary business expenses on behalf of Employer in connection with the performance of his duties hereunder. Employer shall reimburse Employee promptly the amount of all such expenses upon presentation of itemized vouchers or other evidence of those expenditures. Any single expense item in excess of $1,000.00 shall be approved by Employer prior to the incurrence of such expense.

E.	Vacations. Employee shall be entitled to two (2) weeks paid vacation each year for the term of this Agreement. Such vacations shall be taken at such times as Employer designates as to time-of-year. Vacation time can be accumulated year-to-year up to three years maximum.

 

Employee agrees to abide by the policies, rules, regulations or usages applicable to Employee as established by Employer from time to time and provided to Employee in writing.

 

A.	In consideration of Employer’s executing this Agreement, Employee shall have executed, prior to the execution of this Agreement, a Confidentiality Agreement (the “Confidentiality Agreement”), in the form attached hereto as Exhibit “A”.

B.	In consideration of Employer’s executing this Agreement, Employee agrees, effective as of the date hereof, to sign and be bound by the obligations of an Agreement Not to Compete (the “Non-Competition Agreement”), in the form attached hereto as Exhibit “B”.

C.	The obligations under the Confidentiality Agreement and the Non-Competition Agreement shall survive the termination of this Agreement.

 

A.	Term. The term of this Agreement shall be a period of twenty-four (24) months, commencing on the date hereof.

B.

Termination. Employer agrees not to terminate this Agreement except for "just cause", and agrees to give Employee written notice of its belief that acts or events constituting "just cause" exist. Employee has the right to cure, within thirty (30) days of Employer's giving of such notice, the acts, events or conditions which led to Employer's notice. For purposes of this Agreement, "just cause" shall mean (1) the willful failure or refusal of Employee to implement or follow the written policies or directions of Employer's Board of Directors, provided that Employee's failure or refusal is not based upon Employee's belief in good faith, as expressed to Employer in writing, that the implementation thereof would be unlawful; (2) conduct which is inconsistent with Employee's position with Employer and which results in a material adverse effect (financial or otherwise) or misappropriation of assets of Employer; (3) conduct which violates the provisions contained in the Confidentiality Agreement or the Non-Competition Agreement; (4) the intentional causing of material damage to Employer's physical property; and (5) any act involving personal dishonesty or criminal conduct against Employer.

 

 

Although Employer retains the right to terminate Employee for any reason not specified above, Employer agrees that if it discharges Employee for any reason other than just cause, as is solely defined above, Employee will be entitled to participate in all benefit programs, for one year or the remainder of the current term, original or renewal, as the case may be, of employment, whichever is more.

If Employee should cease his employment hereunder voluntarily for any reason, or is terminated for just cause, all compensation and benefits payable to Employee shall thereupon, without any further writing or act, cease, lapse and be terminated. However, all defined compensation, benefits and reimbursements which accrued prior to Employee's ceasing employment or termination, will become immediately due and payable and shall be payable to Employee’s estate should his employment cease due to death.

 

This Agreement contains the complete agreement concerning the employment arrangement between the parties hereto and shall, as of the effective date hereof, supersede all other agreements between the parties. The parties hereto stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or any representations including the execution and delivery hereof, except such representations as are specifically set forth herein and each of the parties hereto acknowledges that he or it has relied on his or its own judgment in entering into this Agreement. The parties hereto further acknowledge that any payments or representations that may have heretofore been made by either of them to the other are of no effect and that neither of them has relied thereon in connection with his or its dealings with the other.

 

The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach hereof. No waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding or litigation between the parties hereto arising out of, or affecting, this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid, and the parties further agree that the provisions of this Section IX may not be waived except as herein set forth.

 

All agreements and covenants contained herein are severable, and in the event any one of them, with the exception of those contained in Sections I, III, IV and V hereof, shall be held to be invalid in any proceeding or litigation between the parties, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein.

 

Any and all notices will be sufficient if furnished in writing, sent by registered mail to his last known residence, in case of Employee, or, in case of Employer, to its principal office address.

 

The execution of this Agreement by Employer has been approved by the Board of Directors of Employer.

 

A.	Employee hereby represents to Employer that he is under no legal disability with respect to his entering into this Agreement.

B.

Receipt of Disclosure. Employee hereby represents and warrants that he has received and reviewed (1) Employer’s Annual Reports on Form 10-KSB, as filed with the SEC, (2) Employer’s Quarterly Reports on Form 10-QSB, as filed with the SEC, (3) Employer’s Current Reports on Form 8-K, as amended and as filed with the SEC,. With respect to such information, Employee further represents and warrants that he has had an opportunity to ask questions of, and to receive answers from, the officers of Employer.

 

 

C.

Representations Relating to Employer Common Stock. Employee represents and warrants to Employer that the shares of Employer common stock being acquired pursuant to this Employment Agreement are being acquired for his own account and for investment and not with a view to the public resale or distribution of such shares and further acknowledges that the shares being issued have not been registered under the Securities Act or any state securities law and are “restricted securities”, as that term is defined in Rule 144 promulgated by the SEC, and must be held indefinitely, unless they are subsequently registered or an exemption from such registration is available.

D.	Consent to Legend. Employee consents to the placement of a legend restricting future transfer on the share certificates representing the Employer common stock delivered hereunder, which legend shall be in the following, or similar, form:

“THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED. THE STOCK MAY NOT BE TRANSFERRED WITHOUT REGISTRATION EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.”

 

This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original and, together, shall constitute one and the same agreement, with one counterpart being delivered to each party hereto.

 

The provisions of this Agreement shall extend to the successors, surviving corporations and assigns of Employer and to any purchaser of substantially all of the assets and business of Employer. The term "Employer" shall be deemed to include Employer, any joint venture, partnership, limited liability company, corporation or other juridical entity, in which Employer shall have an interest, financial or otherwise.

 

The parties agree that any dispute arising between them related to this Agreement or the performance hereof shall be submitted for resolution to the American Arbitration Association for arbitration in the Denver, Colorado, office of the Association under the then-current rules of arbitration. The Arbitrator or Arbitrators shall have the authority to award to the prevailing party its reasonable costs and attorneys fees. Any award of the Arbitrators may be entered as a judgment in any court competent jurisdiction.

Notwithstanding the provisions contained in the foregoing paragraph, the parties hereto agree that Employer may, at its election and without delivering the notice to Employee required in Section VI(B) hereof, seek injunctive or other equitable relief from a court of competent jurisdiction for a violation or violations by Employee of the Confidentiality Agreement or the Non-Competition Agreement.

 

Employer and Employee both acknowledge that each has utilized separate legal counsel with respect to this Agreement. Specifically, Employee acknowledges that the law firm of Christopher Brenner has drafted this Agreement on behalf of Employer. EMPLOYEE IS ADMONISHED TO SEEK HIS OWN LEGAL COUNSEL.

 

It is the intention of the parties hereto that this Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of Colorado, and that, in any action, special proceeding or other proceeding that may be brought arising out of, in connection with or by reason of this Agreement, the laws of the State of Colorado shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any such action or special proceeding may be instituted.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 17^th day of September, 2006.

 

 

	Friendlyway Corp
	By:	/s/ Kenneth J. Upcraft
		Kenneth J. Upcraft
		President and CEO
		/s/ Joseph Abbo
		Joseph Abbo

  

September 17, 2006

PSI Corp.

7222 Commerce Center Drive, Suite 240

Colorado Springs, Colorado 80919

Re:

Confidentiality Agreement

Gentlemen:

In connection with the execution of an employment agreement (the “Employment Agreement”) between the undersigned and PSI Corp. (together with affiliates, the “Company”), the Company will furnish to the undersigned certain information concerning its business, financial position, operations, business contacts, assets and liabilities. As a condition to such information’s being furnished to the undersigned and as a condition to the undersigned’s entering into an employment agreement with the Company, the undersigned agrees to treat any information concerning the Company (whether prepared by the Company, its advisors, or otherwise, and irrespective of the form of communication) which is furnished to the undersigned now or in the future by or on behalf of the Company (together with the material described below, herein collectively referred to as the “Confidential Material”) in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions hereinafter set forth.

The undersigned understands that the term “Confidential Material” also includes all notes, analysis, compilations, studies, interpretations or other documents prepared by the Company or its representatives which contain, reflect or are based upon, in whole or in part, the information furnished to the undersigned. The term “Confidential Material” does not include information which (A) is or becomes generally available to the public other than as a result of a disclosure by the undersigned, or (B) was lawfully within the undersigned’s possession prior to its being furnished to the undersigned by or on behalf of the Company, provided that the source of such information was not known by the undersigned to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information, or (C) is disclosed to the undersigned by a third party, provided that such third party was not known by the undersigned to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information.

The undersigned hereby agrees that he will use the Confidential Material solely in connection with the undersigned’s performance of his duties under the employment agreement, that the Confidential Material will be kept confidential and that the undersigned will not disclose any of the Confidential Material in any manner whatsoever.

The undersigned hereby agrees that he shall not reverse engineer, reverse assemble or otherwise attempt to recreate or duplicate any model or working model capable of performing the functions of any portion or all of the Company’s Wireless Internet access system included in the Confidential Material.

In the event that the undersigned is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Material, the undersigned will provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the undersigned is, nonetheless, in the opinion of counsel, legally compelled to disclose Confidential Material, the undersigned may, without liability hereunder, disclose only that portion of the Confidential Material specifically required by an order of Court. Additionally, the undersigned shall make every reasonable effort and take every reasonable action, including, without limitation, by cooperating with the Company, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Material.

Upon termination of the Employment Agreement or at any time upon the request of the Company, the undersigned will promptly deliver to the Company or certify destruction of, at the Company’s direction, all Confidential Material (and all copies thereof) furnished to the undersigned by or on behalf of the Company pursuant hereto. All oral Confidential Material provided to the undersigned shall continue to be held confidential hereunder. Notwithstanding the return or destruction of the Confidential Material, the undersigned will continue to be bound by obligations of confidentiality hereunder.

The undersigned agrees that the Company, without prejudice to any rights to judicial relief he may otherwise have, shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this letter agreement and that the undersigned will not oppose the granting of such relief. The undersigned also agrees that he will not seek and agrees to waive any requirement for the securing and posting of a bond in connection with the Company’s seeking or obtaining such relief. In the event of litigation relating to this letter agreement, if a court of competent jurisdiction determines that the undersigned has breached this letter agreement, then the undersigned will be liable to pay to the Company the reasonable legal fees incurred in connection with such litigation, including any appeal therefrom. Also, in the event a court of competent jurisdiction determines that the undersigned has not breached this letter agreement, then the Company will be liable to pay to the undersigned the reasonable legal fees incurred in connection with such litigation, including any appeal therefrom.

This letter agreement is for the benefit of the Company, and shall be construed (both as to validity and performance) and enforced in accordance with, and governed by, the laws of the State of Colorado applicable to agreements made and to be performed wholly within such jurisdiction. This letter agreement shall remain in full force and effect until the earlier of the date that is three years from the termination of the undersigned’s employment by the Company or the date that this agreement is terminated by the Company.

Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned whereupon this letter agreement shall become a binding agreement.

	Very truly yours,
	/s/ Kenneth J. Upcraft
	Kenneth J. Upcraft
	President and CEO
AGREED AND ACCEPTED as
of the date first written above:
By: /s/ Joseph Abbo
Joseph Abbo

 

 

 

 

 

 

 

 

 

 

THIS AGREEMENT NOT TO COMPETE is entered into by and between PSI Corp., a Nevada corporation (“Employer”), and Joseph Abbo (“Employee”).

WHEREAS, Employee is employed by Employer as Chief Operations Officer, pursuant to an employment agreement (the “Employment Agreement”); and

WHEREAS, as a condition to such employment, Employee has agreed to sign and be bound by this Agreement Not to Compete; and

NOW, THEREFORE, the parties agree as follows:

Section 1. Covenant Not to Compete. Employee acknowledges that, as a key management employee of Employer, Employee will be involved, on a high level, in the development, implementation and management of the national and international business strategies and plans of Employer, which shall consist of Employer and such other business units, divisions, subsidiaries or other entities of Employer as Employer shall determine in its sole discretion from time to time. By virtue of Employee’s unique and sensitive position and special background, employment of Employee by a competitor of Employer represents a serious competitive danger to Employer, and the use of Employee’s talent and knowledge and information about Employer’s business, strategies and plans can and would constitute a valuable competitive advantage over Employer. In view of the foregoing, Employee covenants and agrees that, if (i) Employee’s employment with Employer is terminated for just cause or (ii) if Employee voluntarily resigns from his employment with Employer, then, for a period of one year after the date of such termination, Employee will not engage or be engaged as, in any capacity, directly or indirectly, including, but not limited to, employee, agent, consultant, manager, executive, owner or stockholder (except as a passive investor holding less than 5% equity interest in any enterprise the securities of which are publicly traded) in any business entity engaged in competition with any business conducted by Employer relating to the digital signage industry, financial kiosk industry, digital signage marketing or marketing of financial kiosk systems and/or digital advertising on the date of termination. Business entities that are strictly engaged in ATM deployment, repair, sale, design, etc., and/or in non-competitive verticals and business lines, are exempt from provision. Employee further agrees that, if his employment shall cease pursuant to the change-in-control provision of the Employment Agreement, then, for so long thereafter as Employee shall receive compensation under the Employment Agreement, Employee shall not engage in the activities prohibited by the preceding sentence. This Agreement Not to Compete shall survive the termination or expiration of the Employment Agreement. If any court determines that this Agreement Not to Compete, or any part hereof, is unenforceable because the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable.

For purposes of this Agreement, “just cause” shall have the same meaning as set forth in Section VII (B) of the Employment Agreement of even date between the parties.

Section 2. Continuing Obligations. Employee agrees that, for one year following (i) his termination of employment with Employer for just cause or (ii) his resignation as an employee of Employer, Employee shall keep Employer informed of the identification of Employee’s employer and the nature of such employment or of Employee’s self-employment. Employer agrees that, within fifteen days after receiving notice pursuant to this Section 2 of the identification of the prospective employer, the nature of the employment or self-employment or any change therein, Employer will advise Employee as to whether such employment constitutes a violation of Section 1 hereof. Section 3. Injunctive Relief. Employee acknowledges that the violation of the covenants contained in this Agreement would be detrimental and cause irreparable injury to Employer and its affiliates which could not be compensated by money damages. Employee agrees that an injunction from a court of competent jurisdiction is the appropriate remedy for these provisions, and consents to the entry of an appropriate judgment enjoining Employee from violating these provisions in the event there is a find of their breach.

Section 4. Severability of Covenants. Each of the covenants contained in this Agreement are independent covenants, which may be available to or relied upon by Employer and its affiliates in any court of competent jurisdiction. If any one of the separate and independent covenants shall be deemed to be unenforceable under the laws of any state of competent jurisdiction, each of the remaining covenants shall not be affected thereby. Notwithstanding the provisions of this Section 4, it is understood that every benefit received by Employee by virtue of this Agreement is consideration for each separate covenant contained herein.

Section 5. Governing Law. This Agreement shall be governed by the laws of the State of Colorado.

Section 6. Other Remedies. The undertakings herein shall not be construed as any limitation upon the remedies

Employer might, in the absence of this Agreement, have at law or in equity.

INTENDING to be legally bound hereby, Employer and Employee hereby duly execute this Agreement Not to Compete as of the date indicated below.

		PSI CORP.
Date: September 17, 2006		By:	/s/ Kenneth J. Upcraft
			Kenneth J. Upcraft
			President and CEO
Date: September 17, 2006			/s/ Joseph Abbo
			Joseph Abbo