Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of July 15, 2005, is
by and between Real Estate School Online Inc., a Florida corporation ("RESO")
and Perry Johannesburg, an individual residing in the State of Florida
("Executive").
WHEREAS, CGI Holding Corporation is a publicly traded Nevada corporation having
its headquarters in the State of Illinois ("CGI") and RESO is a wholly-owned
subsidiary of CGI; and
WHEREAS, RESO desires to employ Executive, and Executive desires to accept such
employment, pursuant to the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements contained herein, as well as for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1.
EMPLOYMENT.
RESO HEREBY EMPLOYS
EXECUTIVE, AND EXECUTIVE ACCEPTS SUCH EMPLOYMENT, IN ACCORDANCE WITH THE TERMS
AND CONDITIONS HEREINAFTER SET FORTH.
2.
DUTIES.
EXECUTIVE SHALL BE EMPLOYED AS
PRESIDENT OF RESO, AT ITS PRINCIPAL OFFICES IN MIAMI, FLORIDA, OR AT OTHER
OFFICES DESIGNATED BY RESO, SUBJECT TO SUCH TRAVEL AS THE RENDERING OF SERVICES
HEREUNDER MAY REQUIRE, AND EXECUTIVE SHALL PERFORM AND DISCHARGE WELL AND
FAITHFULLY THE DUTIES WHICH MAY BE ASSIGNED TO HIM FROM TIME TO TIME BY THE
BOARD OF DIRECTORS OF RESO (THE "BOARD") IN CONNECTION WITH THE CONDUCT OF
RESO'S BUSINESSES (THE "BUSINESS"). EXECUTIVE WILL REPORT DIRECTLY TO THE
PRESIDENT OF CGI AND THE CHIEF OPERATING OFFICER OF CGI. THE DUTIES OF EXECUTIVE
SHALL BE THOSE THAT ARE CUSTOMARILY PERFORMED BY A PRESIDENT OF THE SAME OR
SIMILAR TITLE IN A COMPANY WITH SIMILAR REVENUES, TOGETHER WITH SUCH DUTIES THAT
MAY FROM TIME TO TIME BE REQUESTED PROVIDED SUCH ADDITIONAL DUTIES ARE
REASONABLY RELATED TO THE SCOPE OF EMPLOYMENT OF EXECUTIVE.
3.
EXTENT OF SERVICES.
EXECUTIVE SHALL
DEVOTE HIS ENTIRE TIME AND BEST EFFORTS TO THE BUSINESS AND SHALL NOT, DURING
THE TERM OF THIS AGREEMENT, BE ENGAGED (WHETHER OR NOT DURING NORMAL BUSINESS
HOURS) IN ANY OTHER BUSINESS OR PROFESSIONAL ACTIVITY; PROVIDED, HOWEVER, THAT
THE PROVISIONS OF THIS SECTION 3 AND SECTION 7 SHALL NOT BE CONSTRUED AS
PREVENTING EXECUTIVE FROM (I) ENGAGING IN A REASONABLE LEVEL OF CHARITABLE
ACTIVITIES NOR INVESTING HIS PERSONAL ASSETS IN BUSINESSES WHICH DO NOT COMPETE
WITH CGI, RESO OR THE BUSINESS, IN SUCH FORM OR MANNER AS WILL NOT REQUIRE ANY
SERVICES ON THE PART OF EXECUTIVE IN THE OPERATION OR THE AFFAIRS OF THE
COMPANIES IN WHICH SUCH INVESTMENTS ARE MADE AND IN WHICH HIS PARTICIPATION IS
SOLELY THAT OF A PASSIVE INVESTOR, AND (II) TEACHING REAL ESTATE COURSES AND
OPERATING A REAL ESTATE BROKERAGE AND MAINTAINING A REAL ESTATE BROKER'S AND A
TRAVEL AGENT'S LICENSE, BUT ONLY TO THE EXTENT THAT EXECUTIVE ENGAGED IN SUCH
ACTIVITIES PRIOR TO THE DATE OF THIS AGREEMENT.
4.
COMPENSATION.
FOR ALL SERVICES
RENDERED BY EXECUTIVE UNDER THIS AGREEMENT, RESO SHALL PAY EXECUTIVE FOR THE
PERIOD FROM AND AFTER THE DATE OF THIS AGREEMENT THROUGH THE