Executive Agreement dated as of December 17, 2001



 Exhibit 10.23 
  
 EXECUTIVE AGREEMENT 
  
 THIS AGREEMENT made as of the 17th day of December, 2001 
  
 BETWEEN: 
  
 EXI WIRELESS INC., a corporation governed by the laws of Canada, having its registered office at 1500 – 1055 West Georgia Street, Vancouver,
British Columbia, V6E 4N7 
  
 (the “Corporation”)

  
 OF THE FIRST PART 
  
 AND: 
  
 NUREZ KHIMJI, of #302 – 4567 Hazel Street, Burnaby, BC V5H 4V4 
  
 (“Khimji”) 
  
 OF THE SECOND PART 
  
 WHEREAS: 
  
 (A) The Corporation and Khimji have agreed that Khimji will be employed as Vice President, Finance and Corporate Development; 
  
 (B) The Corporation and Khimji have agreed to enter into this Agreement to set out the terms
and conditions relating to Khimji’s employment by the Corporation; 
  
 NOW
THEREFORE, in consideration of the premises and covenants set out in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 

 
 1. Definitions 
  
 In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases will
have the respective meanings set forth in this section: 
  
 (a)
“affiliates” means affiliated bodies corporate within the meaning of the Canada Business Corporations Act, as amended or re-enacted from time to time; 
  
 (b) “Agreement” means this Agreement as the same may be supplemented or amended from time to time by an
instrument or instruments in writing executed by the parties hereto; 
  
 (c) “Board” means the board of directors of the Corporation; 







 (d) “Business” means the research, development, manufacture, distribution and marketing
of wireless technologies, including radio tagging which uses radio frequency identification technology; 
  
 (e) “hereof”, “herein”, “hereto” and “hereunder” and similar expressions mean and
refer to this Agreement and not to any particular portion hereof; and 
  
 (f) “$” means lawful money of Canada. 
  
 2. Duties
and Commencement of Employment 
  
 (a) The Corporation hereby
confirms Khimji’s appointment as its Vice President, Finance and Corporate Development. Khimji will perform the duties described in Schedule A hereto and will undertake such additional responsibilities as are determined by the CEO from
time to time and as are appropriate for such position or consistent with the types of duties described in the said Schedule. 
  
 (b) Khimji will devote such of his time, attention, energy and best efforts to his employment by the Corporation as may be necessary to fulfil his
obligations, and will not, without the written consent of the Corporation, after the commencement of employment and during the term of his employment, engage in the rendering of such services or in any other business activity (whether or not such
business activity is pursued for gain, profit or other pecuniary advantage) that could interfere with the satisfactory performance of his duties and responsibilities described in Schedule A. Provided that Khimji complies with his obligations
pursuant to the foregoing provisions of this §2(b), the Corporation acknowledges that such provisions will not prevent him from expending a reasonable amount of his time on the activities of community and similar non-profit organizations.

  
 3. Khimji’s Compensation 
  
 Khimji will receive a base salary of $90,000 per year (the “Salary”) less such
deductions as are required to be made by law. The Salary will be reviewed annually during the term of his employment and, following such review, may be decreased, maintained at the amount in effect at the time of such review or increased. In each
year of the term of Khimji’s employment, the Salary will be paid in twenty-four approximately equal instalments on the 15th and last days of each month. The salary will be paid to Khimji as if his employment commenced January 2, 2002.

  
 4. Bonus 
  
 Khimji will be entitled to a bonus, payable in cash or shares of the Corporation, which shall be payable to him on or before May 31st
of each year commencing 2003. The amount and form of the bonus shall be determined by the Board in its total discretion taking into account the financial performance of the Corporation and such other factors as the Board considers relevant.

  

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 5. Non-Competition and Non-Solicitation 
  
 If Khimji ceases to be employed by the Corporation for any reason, Khimji will not, for a period of two years, in any manner whatsoever

  
 (a) enter into, carry on, or be engaged in, connected with or
interested in any aspect of the Business in North America, 
  
 (b) solicit or contact, for the purpose of solicitation, any person that is a customer or active prospect of the Corporation or its subsidiaries at the date you cease to be an employee for the purpose of selling or supplying, whether
directly or indirectly, any product or service that competes with or is similar to the Business, 
  
 (c) solicit or contact, for the purpose of solicitation, any employee of the Corporation or its subsidiaries for employment or any other engagement.

  
 6. Confidentiality 
  
 6.1 In this §6, “Corporation” means the Corporation and/or its affiliates and
“Confidential Information” means any information (including, without limitation, any formula, pattern, device, plan, process, or compilation of information) which 
  
 (a) is, or is designated to be, used in the business of the Corporation, or results from its research or development
activities and which information was developed by the Corporation or by Khimji in connection with research and development activities of the Corporation which Khimji worked on or is working on with or for the Corporation, and 
  
 (b) either 
  
 (i) is private or confidential in that either it is not generally known or available to the public or is identified by the
Corporation by notation thereon or other sufficient means to be Confidential Information, or 
  
 (ii) relates to an Invention (as defined in §6.1(c)). 
  
 “Confidential Information” includes, without limiting the generality of the foregoing, the following: 
  
 (c) all proprietary information licensed to or acquired, used or developed by the Corporation or by Khimji in connection with the research and development
activities of the Corporation on which Khimji worked or is working with or for the Corporation, including but not restricted to information in respect of laboratory procedures and techniques, chemical compositions and processes and other scientific
strategies and concepts, designs, know-how, formulas, processes, research data and proprietary rights in the nature of trade secrets, copyrights, patents, trademarks and industrial designs (collectively, the “Inventions”), and 

 

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 (d) all information relating to the Corporation’s business, and to all other aspects of the
Corporation’s structure, personnel, and operations, including financial information, marketing, advertising and commercial strategies, customer and supplier lists, agreements and contractual records, correspondence, and any other information,
records, files, drawings, tapes, documents, tools and data that may not be generally known. 
  
 6.2 Khimji will not, without the prior written consent of the Corporation: 
  
 (a) use any Confidential Information, or disclose any Confidential Information or remove or aid in the removal of Confidential Information or any
communications, property or material which relates to Confidential Information from the premises of the Corporation other than as is necessary to perform Khimji’s employment duties to the Corporation; 
  
 (b) permit, and will take all reasonable precautions necessary or prudent to
prevent, communications, property or material containing or referring to Confidential Information from being disclosed to or discovered, used or copied by any third party, other than as is necessary to perform Khimji’s employment duties to the
Corporation; 
  
 whether such communication, property, or material containing,
referring to, or relating to Confidential Information was received by Khimji after or before the date of this Agreement. 
  
 6.3 Khimji will promptly disclose to the Corporation any and all Inventions, whether patentable or not, relating to or arising from the Corporation’s research and
development activities on which Khimji worked or is working with or for the Corporation. 
  
 6.4 All right, title and interest in and to Confidential Information is and will remain the property of the Corporation. Khimji hereby transfers, assigns and quit-claims Khimji’s entire right to and interest in
all Inventions to and in favour of the Corporation. 
  
 6.5 Khimji and
Khimji’s personal representatives will at any and all times after the date of this Agreement, whenever requested to do so by the Corporation and at the expense of the Corporation, and whether or not then in the employ of the Corporation, do all
such acts and things, execute and deliver all such applications, papers, assignments and other writings and participate in all such proceedings, whether litigious or otherwise, as are properly and reasonably required to vest fully in the Corporation
or its nominees title to all Inventions and to enable the Corporation or its nominees to apply for, obtain, maintain and enforce, in Canada and in all or any other countries, patents relating to Inventions or any portion thereof. 
  
 6.6 The Corporation is not by this Agreement obligated to file any patent application nor to
continue the prosecution of any patent application filed nor to maintain or enforce any patent. 
  
 6.7 At any time when so requested, Khimji will deliver to the Corporation all records, files, drawings, tapes, equipment, materials and other documents of whatever kind and any copies thereof (including personal notes
or memoranda) which contain or in any way relate to any Confidential Information and which are in Khimji’s possession or control. 
  

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 7. Injunctive Relief 
  
 Khimji acknowledges and agrees that, without prejudice to any and all other rights of the Corporation, in the event of Khimji’s violation or attempted violation of
any of the covenants contained in this Agreement, an injunction or any other like remedy will be the only effective remedy to protect the Corporation’s rights and property as set out herein and that an interim injunction may be granted
immediately on the commencement of any suit and this sentence shall not be construed so as to be in derogation of any other remedy which the Corporation may have in the event of such violation or attempted violation. In order to obtain such relief,
it shall not be necessary for the Corporation to establish irreparable harm which cannot be satisfied by an award of damages. 
  
 8. Vacation and Statutory Holidays 
  
 Khimji will be entitled to 4 weeks’ vacation with pay per year to be scheduled by mutual agreement between Khimji and the Corporation. Khimji will also be entitled
to paid statutory holidays in accordance with the Corporation’s policies from time to time. 
  
 9. Benefits 
  
 Khimji will receive those
benefits that are generally provided to the employees of the Corporation in accordance with its policies relating thereto from time to time. 
  
 10. Reimbursement for Expenses 
  
 Khimji will be reimbursed by the Corporation for all expenses actually and properly incurred by him in connection with the performance of his duties under this Agreement
consistent with the Corporation’s policies relating thereto from time to time. Khimji will furnish to the Corporation statements and vouchers for all such expenses as and when required by and to the satisfaction of the Corporation. 

 
 11. Termination 
  
 11.1 Notwithstanding any provision of this Agreement to the contrary, Khimji will have the right, at his sole discretion, to terminate this
Agreement at any time, by giving 90 days’ written notice to such effect to the Corporation. 
  
 11.2 The Corporation may, at any time, without prior notice to Khimji, and without payment of any compensation in lieu of notice, forthwith terminate this Agreement and Khimji’s employment by the Corporation for
cause. 
  
 11.3 The Corporation may, at any time and for any reason, terminate
this Agreement without notice to such effect to Khimji in the first year of this agreement and by giving three months written notice to such effect to Khimji thereafter. 
  
 11.4 If this Agreement is terminated, Khimji will, notwithstanding such termination, forthwith upon termination and from time to time
thereafter, deliver to the Corporation all records and documents including, without limitation, all operating records, books of accounts and ancillary documents maintained with respect to the business and affairs of the Corporation and/or any
affiliate thereof which are then in the possession or control of Khimji. 
  

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 12. Service as Director and Officer 
  
 Khimji acknowledges that, to the extent that he serves as a director of the Corporation or as a director or officer of any of its
affiliates, he will do so without any additional remuneration pursuant to the terms of this Agreement but will be entitled to receive a suitable indemnity from the Corporation and any such affiliate or subsidiary. Khimji will be deemed to have
resigned as an officer and, if applicable, as a director of the Corporation, and as a director and officer of any of its affiliates, contemporaneously with the termination of this Agreement and will, immediately upon request by the Corporation, sign
any and all documents necessary to give effect to such resignations. 
  
 13.
Notices 
  
 Any notice in writing required or permitted to be given in
respect of this Agreement will be deemed to have been sufficiently given and delivered if personally delivered to the party by hand at the address specified in this §13 or at such other address as may be specified from time to time by either of
the parties hereto by written notice in the manner required by this §13. 
  

	 	(a)	if to the Corporation: 

  
 Suite 100, 13551 Commerce Parkway 
 Richmond,
B.C. 
  
 Attention: Chief Executive Officer 
  
 with a copy to: 
  
 Lang Michener Lawrence & Shaw 
 1500 - 1055 West Georgia Street 
 Vancouver,
B.C. 
  
 Attention: John Stark 
  

	 	(b)	if to Nurez Khimji: 

  
 #302 - 4567 Hazel Street 
 Burnaby, BC

 V5H 4V4 
  
 Any such notice will be conclusively deemed to have been received on the day of actual delivery. 
  

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 14. Severability 
  
 If any covenant, provision or restriction contained in this Agreement is found to be void or unenforceable in whole or in part, it will not affect or impair the validity
of any other covenant, provision or restriction and, without limitation, each of the covenants, provisions and restrictions contained herein are hereby declared to be separate and distinct covenants, provisions and restrictions. 
  
 14. Survival 
  
 The provisions of §5, §6 and §11.5 will survive the termination of this Agreement and Khimji’s employment for any reason
whatsoever. 
  
 15. Governing Law and Attornment 
  
 This Agreement will be construed and interpreted in accordance with the laws of the Province
of British Columbia and the parties hereto hereby irrevocably attorn to the jurisdiction of the Courts of the Province of British Columbia for the purposes of any legal or equitable suit, action or proceeding relating to this Agreement. 

 
 16. Arbitration 
  
 16.1 Any dispute between the parties in respect of the interpretation of this Agreement or any matter to be agreed upon under this Agreement
or otherwise arising under this Agreement will be submitted for determination by a single arbitrator appointed and acting pursuant to the Commercial Arbitration Act of the Province of British Columbia (the “Act”). 
  
 16.2 Except as specifically provided in this §17, an arbitration hereunder shall be
conducted in accordance with the Act. The arbitrator will fix a time and place in Vancouver, British Columbia for the purpose of hearing the evidence and representations of the parties, all of which will be in camera, and he will preside over the
arbitration and determine all questions of procedure not provided for under the Act or this §17. After hearing any evidence and representations that the parties may submit, the arbitrator shall make a decision and reduce the decision to writing
and deliver one copy thereof to each of the parties. The decision shall be kept confidential by the parties except as required by applicable securities laws. The decision of the arbitrator will be made within 45 days after his appointment. The
expense of the arbitration shall be paid as specified in the decision. The parties agree that the award of the single arbitrator shall be final and binding upon each of them and shall not be subject to appeal. 
  
 17. Entire Agreement 
  
 This Agreement contains the whole understanding of the parties and supersedes and replaces all oral or written representations or prior
agreements and cannot be amended, modified or supplemented in any respect except by subsequent written agreement signed by both of the parties hereto. 
  

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 Khimji acknowledges that he has 
  

(a) read and understands the terms of this Agreement; and 
  
 (b) received, or has declined the opportunity to receive, independent legal advice prior to the execution of this Agreement. 
  
 18. Enurement 
  
 This Agreement will enure to the benefit of and be binding upon the parties hereto and upon the heirs, executors, administrators and legal
personal representatives of Khimji and the successors and assigns of the Corporation and Corpanada. 
  
 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. 
  
 EXI WIRELESS INC. 
  

			
		
	Per:	 	 /s/ Malik Talib


	 	 	Authorized Signatory

  

					
	Signed, Sealed and Delivered by	  	)	 	 
	NUREZ KHIMI in the presence of:	  	 )
	 	 
	 	  	 )
	 	 
			
	  

	  	 )
	 	 /s/ Nurez Khimji


	Witness (Signature)	  	 )
	 	 NUREZ KHIMJI

	 	  	 )
	 	 
	 	  	 )
	 	 
			
	  

	  	 )
	 	 
	Name (please print)	  	 )
	 	 
	 	  	 )
	 	 
	 	  	 )
	 	 
			
	  

	  	 )
	 	 
	Address	  	 )
	 	 
	 	  	 )
	 	 
	 	  	 )
	 	 
			
	  

	  	 )
	 	 
	City, Province	  	 )
	 	 

  

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 SCHEDULE A 
  

POSITION DESCRIPTION 
  

			
	Name:	 	Nurez Khimji
		
	Title:	 	Vice President, Finance and Corporate Development
		
	Reports To:	 	Chief Executive Officer

  
 Responsibilities: 
  

	 	1.	all financial areas of the corporation including accounting, due diligence, processing and reporting 

  

	 	2.	business planning and budgeting 

  

	 	3.	shareholder relations 

  

	 	4.	corporate finance and treasury functions to advise senior management regarding financing alternatives to ensure senior management and the Board is prepared to raise funding when
necessary. 

  

	 	5.	banking relationships 

  

	 	6.	loan administration 

  

	 	7.	income tax compliance and planning 

  

	 	8.	information systems 

  

	 	9.	corporate and business development activities 








 VeriChip Corporation 
  
 2005 Compensation Plan 
  
 Name: Nurez Khimji             Title: Chief Financial Officer
            Effective Date: April 1, 2005 
  
 Location: Richmond, BC Canada 
  
 Reports to: Kevin McLaughlin             Title: CEO - VeriChip Corporation 
  

					
	Salary:	  	Quarterly Bonus: - Section 1.	  	Yearly Bonus: - Section 2.
			
	150,000 Canadian	  	Special Quarterly bonuses may be initiated from time to time	  	Up to 50% of base salary

  
 General Description of Duties:

  

	 	•	 	Supervision of all financial aspects of the combined company 

  

	 	•	 	Continued personal involvement in Strategic Relationships 

  

	 	•	 	Assist in Strategic acquisitions for the Company 

  

	 	•	 	Develop significant Partnerships and Alliances in Gov’t and Commercial accounts 

  

	 	•	 	Capital market activity for the new VeriChip Corporation 

  

	 	•	 	Other assigned tasks as necessary 

  

	 	•	 	   

  
 SECTION 1. Quarterly Bonus 
  

	 	•	 	   

  
 SECTION 2 Yearly Bonus Criteria (up to 50% of base salary) 
  

	 	•	 	30% Financial - EBITDA 

  

	 	•	 	15% Strategic / Revenue producing acquisitions 

  

	 	•	 	15% Capital market activity 

  

	 	•	 	10% Strategic Partnership - Major Distribution Agreement 

  

	 	•	 	30% Integration Goals 

  

	 	•	 	Financial (10%) 

  

	 	•	 	Personnel (10%) 

  

	 	•	 	Company (10%) 

  
 SECTION 3. Other Financial Consideration 
  

	 	•	 	Initial VeriChip Option Grant of 50,000 @ .65 us 

  

					
			
	  	 	 	 	  
	Nurez Khimji	 	 	 	Date:
			
	  	 	 	 	  
	Kevin McLaughlin	 	 	 	Date: March 25, 2005










 Executive Agreement Addendum 
  
 Name: Nurez Khimji             Title: Chief Financial Officer of
VeriChip Corporation             Effective Date: April 1, 2005 
  
 Location: Richmond, BC Canada 
  
 Reports to: Kevin McLaughlin             Title: CEO – VeriChip Corporation 
  

					
	Salary:	  	Quarterly Bonus: - Section 1.	  	Yearly Bonus: - Section 2.
			
	$150,000 Canadian	  	Special Quarterly bonuses may be initiated from time to time	  	Up to 50% of base salary

  
 Except as modified
hereby, the terms and provisions of that certain Executive Agreement by and between VeriChip Inc. (f/k/a EXI Technologies Inc.) and Mr. Khimji shall remain in full force and effect. 
  
 General Description of Duties: 
  

	 	•	 	Supervision of all financial aspects of the combined company 

  

	 	•	 	Continued personal involvement in Strategic Relationships 

  

	 	•	 	Assist in Strategic acquisitions for the Company 

  

	 	•	 	Develop significant Partnerships and Alliances in Gov’t and Commercial Accounts 

  

	 	•	 	Capital market activity for the new VeriChip Corporation 

  

	 	•	 	Other assigned tasks as necessary 

  
 SECTION 1. Quarterly Bonus 
  

	 	•	 	     

  
 SECTION 2. Yearly Bonus Criteria (up to 50% of base salary) 
  

	 	•	 	30% Financial – EBITDA 

  

	 	•	 	15% Strategic / Revenue producing acquisitions 

  

	 	•	 	15% Capital market activity 

  

	 	•	 	10% Strategic Partnership – Major Distribution Agreement 

  

	 	•	 	30% Integration Goals 

  
     Financial (10%) 
  
     Personnel (10%) 
  
     Company (10%) 
  
 SECTION 3. Other Financial Consideration 
  

	 	•	 	Initial VeriChip Option Grant of 57,788 @ U.S. $1.54 

  

	 	•	 	Subsequent VeriChip Option Grant of 2,878 @ U.S. $1.54 on or prior to January 15, 2006 

  

					
			
	  	 	 	 	  
	Nurez Khimji	 	 	 	Date:
			
	  	 	 	 	  
	Kevin McLaughlin	 	 	 	Date: