SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT (this "SECOND AMENDMENT") is made as of August 5,
2005, by and among Narrowstep Limited (registered number 4412126) (the
"SUBSIDIARY"), Narrowstep Inc., a Delaware corporation (the "COMPANY"), and Iolo
Xxxxx, an individual residing at 000X Xxxxx Xxxx Xxxx, Xxxxxx XX0 0XX (the
"EMPLOYEE"), to amend certain provisions of the Agreement dated May 10, 2002
between the Subsidiary and the Employee regarding the terms of the Employee's
employment with the Subsidiary, as previously amended by that certain First
Amendment thereto dated as of November 24, 2004 by and among the Company, the
Subsidiary and the Employee (collectively, the "EMPLOYMENT AGREEMENT").
Capitalized terms not defined herein have the meanings set forth in the
Employment Agreement.
W I T N E S S E T H T H A T:
WHEREAS, the Subsidiary and the Employee entered into the Employment
Agreement; and
WHEREAS, the parties hereto desire to amend certain provisions of
Schedule 1 to the Employment Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. AMENDMENT OF SCHEDULE 1.
A. Pursuant to Schedule 1 to the Employment Agreement, the
Employee's Remuneration is currently stated in the Employment Agreement as
follows: "...Employee's Remuneration shall initially, commencing on June 1,
2003, be base salary at the annualized rate of (pound)42,000 per year payable in
accordance with the customary payroll practices of the Subsidiary, as they may
be in effect from time to time (the "BASE SALARY"). The parties further agree
that, upon the Company first recording gross profits (as determined on a
consolidated basis and in accordance with U.S. Generally Accepted Accounting
Procedures ("US GAAP")) for any fiscal quarter, the Employee's Base Salary shall
be increased, effective upon the first day of the next fiscal quarter of the
Company, to (pound)90,000, and thereafter will be reviewed from time to time by
the Compensation Committee of the Board of Directors of the Company or the
Subsidiary or the Board of Directors of the Subsidiary itself if the Company and
the Subsidiary do not maintain such a committee, for further increases (but not
decreases), as such body shall determine in its sole discretion."
B. The parties agree that, in satisfaction and in lieu of
such requirements, Schedule 1 to the Employment Agreement is hereby amended to
reflect that, commencing and effective as of January 1, 2005, the Employee's
Remuneration shall be (pound)80,000 per year, payable in accordance with the
customary payroll practices of the Subsidiary, as they may be in effect
from time to time (the "BASE SALARY"). The Base Salary will be reviewed from
time to time by the Compensation Committee of the Board of Directors of the
Company or the Subsidiary or the Board of Directors of the Subsidiary itself if
the Company and the Subsidiary do not maintain such a committee, for further
increases (but not decreases), as such body shall determine in its sole
discretion.
2. RATIFICATION OF EMPLOYMENT AGREEMENT. Except as expressly
amended or modified pursuant to the terms of this Second Amendment, the
Employment Agreement shall continue in full force and effect. Employee hereby
waives any and all rights, whether accrued or contingent, which he may otherwise
have had under the Employment Agreement pursuant to provisions thereof which
have been modified or superceded by this Second Amendment, except, in all cases,
as arise as a result of the provisions hereof. The clarifications and amendments
to the Employment Agreement contained in this Second Amendment shall be
considered an integral part of the Employment Agreement.
3. CHOICE OF LAW. This Second Amendment shall be governed and
interpreted in accordance with English law.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
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EXECUTED as a DEED for and on behalf of the Subsidiary by:
/s/ Iolo Xxxxx
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Director
/s/ Xxxxxx Xxxxxxx
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Secretary
EXECUTED as a DEED for and on behalf of the Company by:
/s/ Xxxxxx Xxxxxxx
------------------
Title:
Signed by the said IOLO XXXXX:
/s/ Iolo Xxxxx
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Iolo Xxxxx
In the presence of:
/s/ Xxx Xxxxxxx
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Name:
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