Exhibit 10.3


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This
Executive Employment Agreement (“Agreement”) is made and effective this April 1, 2004, by and between Vista
Exploration Corporation and its wholly owned subsidiary, ICOP Digital, Inc. (“Company”) and Laura E.
Owen (“Executive”).


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.  Employment.


 


Company
hereby agrees to employ Executive as its Vice President of
Administration and Executive hereby accepts such employment in
accordance with the terms of this Agreement and the terms of employment
applicable to regular employees of Company. In the event of any conflict or
ambiguity between the terms of this Agreement and terms of employment
applicable to regular employees, the terms of this Agreement shall control.


 


2.  Duties of Executive.


 


The duties of Executive shall include the performance of all of the
duties typical of the office held by Executive as described in the bylaws of
the Company and such other duties and projects as may be assigned by the Chief
Executive Officer (CEO) of the Company, the President of the Company or the Board
of Directors of the Company.  Executive
shall devote a substantial amount of her productive time, ability and attention
to the business of the Company and shall perform all duties in a professional,
ethical and businesslike manner. In addition to the duties described herein,
Executive is also authorized and directed to do the following:  Manage the day to day business operations of
the Company in the absence of the CEO and President.


 


PRIMARY DUTIES AND RESPONSIBILITIES:


JOB
TITLE: Vice President of Administration


 


ACCOUNTABILITY:
Reports to the President.


 


JOB
DESCRIPTION: Provides administrative, project, and executive support to
the president. Serves as the principle point of administrative contact and
liaison with internal and external constituencies. Provides and/or oversees the
provision of direct staff support.


 


Responsible for the management of
leasing operations for ICOP Financial Services, Inc., including planning, negotiating
with financing organizations, and risk analysis.


 


Assists
with fundraising planning and implementation, including administrating of
fundraising records and documentation.


 


Responsible for the
company’s Investor Relations, including the preparation and distribution of
regular reports to shareholders, and maintenance of close, high level
relationships among national business press.


 


Oversees legal services
in all aspects of the operations of ICOP Digital, Inc. and its
subsidiaries, including corporate governance, compliance, including regulatory
compliance with all applicable state and federal requirements, business
licensing, contract negotiation and preparation, new business lines and
products, loan administration, employment policies and benefits, and oversight
of filings for intellectual property.


 


Provide research and
analysis for decisions concerning insurance, benefits, leases, and capital
purchases.


 





















 


Participate in short and
long-term strategic planning, new business development and work to expand
existing programs, selection of market segments, products, sales channels, and
sales and marketing management.


 


Organize corporate
alliances, contracts & services, operations planning &
deployment, purchasing & planning, strategic sourcing, shipping,
warehousing, and logistics to meet business


 


operating requirements.


 


Manages
the import/export of ICOP Digital, Inc. products.


 


In the absence of the
president, she is to assume the presidential role in presiding over the daily
duties of the president, general meetings, and board meetings.


 


3.  Compensation.


 


Executive
will be paid compensation during the Agreement as follows:


 


A.  A base salary of $120,000
per year, payable in installments according to the Company’s regular payroll
schedule.  The base salary shall be
adjusted upward at the discretion of the board of directors.


 


4.  Benefits.


 


A.  Medical Insurance.  Company agrees to provide Executive with a
medical, hospital and dental plan for Executive in the amount equal to 100% of
total premium, as approved by Company, during this Agreement.  Executive shall be responsible for payment of
any federal or state income tax imposed upon these benefits.


 


B.  Stock Option Plans.  Executive shall be entitled to participate in
any Stock Option Plan and 401K Plan adopted by Company.


 


C.  Expense Reimbursement.  Executive shall be entitled to reimbursement
for all reasonable expenses, including travel and entertainment, incurred by
Executive in the performance of Executive’s duties.  Executive will maintain records and written
receipt and Expense Reports as required by the Company policy and reasonably
requested by the board of directors to substantiate such expenses.


 


D.   Auto Allowance.  Executive shall be entitled to a car provided
by the company including insurance coverage or a monthly car expense allowance
of $850.00.


 


5.  Term and Termination.


 


A.  The Initial Term of this Agreement shall
commence on April 1, 2004 and it shall continue in effect for a period of five
(5) years.  Thereafter, the
Agreement shall be renewed upon the mutual agreement of Executive and Company.


 


B. This
Agreement may be terminated by Executive at Executive’s discretion by providing
at least thirty (30) days prior written notice to Company.  In the event of termination by Executive
pursuant to this subsection, Company may immediately relieve Executive of all
duties and immediately terminate this Agreement, provided that Company shall
pay Executive at the then applicable base salary rate to the termination date
included in Executive’s original termination notice.


 


C.  In the event that Executive is in breach of
any material obligation owed Company in this Agreement, habitually neglects the
duties to be performed under this Agreement, engages in any conduct which is
dishonest, damages the reputation or standing of the Company, or is convicted
of any criminal act or engages in any act of moral turpitude, then Company may
terminate this Agreement upon one (1) days notice to Executive.  In event of termination of the agreement


 





















 


pursuant
to this subsection, Executive shall be paid only at the then applicable base
salary rate up to and including the date of termination.  Executive shall not be paid any incentive
Bonus payments or other compensation, prorated or otherwise.


 


D.  In the event Company is acquired, or is the
non-surviving party in a merger, or sells all or substantially all of its
assets, this Agreement shall not be terminated and Company agrees to use its
best efforts to ensure that the transferee or surviving company is bound by the
provisions of this Agreement.


 


6.  Notices.


 


Any
notice required by this Agreement or given in connection with it, shall be in
writing and shall be given to the appropriate party by personal delivery or by
certified mail, postage prepaid, or recognized overnight delivery services;


 


If to Company:


ICOP Digital, Inc.


11011 King Street, Suite 260


Overland Park, KS  66210


 


If to Executive:


Laura E. Owen


27085 W. 102nd


Olathe, KS  66061


 


7.  Final Agreement.


 


This
Agreement terminates and supersedes all prior understandings or agreements on
the subject matter hereof.  This
Agreement may be modified only by a further writing that is duly executed by
both parties.


 


8.  Governing Law.


 


This
Agreement shall be construed and enforced in accordance with the laws of the
State of Kansas.


 


9.  Headings.


 


Headings
used in this Agreement are provided for convenience only and shall not be used
to construe meaning or intent.


 


10.  No Assignment.


 


Neither
this Agreement nor any or interest in this Agreement may be assigned by
Executive without the prior express written approval of Company, which may be
withheld by Company at Company’s absolute discretion.


 


11.  Severability.


 


If
any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.


 


12.  Arbitration.


 


The
parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement.  Any controversy, claim or dispute that cannot
be so resolved shall be settled by final binding arbitration in accordance with
the rules of the American Arbitration Association and judgment upon the
award rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof.  Any such
arbitration shall be conducted in Johnson County Kansas,
or such other place as may be mutually agreed upon by the parties.


 





















 


Within
fifteen (15) days after the commencement of the arbitration, each party shall
select one person to act arbitrator, and the two arbitrators so selected shall
select a third arbitrator within ten (10) days of their appointment.  Each party shall bear its own costs and
expenses and an equal share of the arbitrator’s expenses and administrative
fees of arbitration.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


 


	
  ICOP Digital, Inc.

  	
   

  	
  Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Chares A. Ross, Sr.

  	
   

  	
   

  	
  /s/ Laura E. Owen

  
	
  Charles A. Ross, Sr.

  	
   

  	
  Laura E. Owen

  
	
  Chairman & CEO