[N M ROTHSCHILD & SONS LETTERHEAD]
STRICTLY PRIVATE AND CONFIDENTIAL
Hostmark World, LP Our ref: FTE/HDLM/63806
c/o Hostmark World Ltd
Lincoln House
000-000 Xxxxxxxxxxx Xxxx
Xxxxxx X00 0XX
For the attention of: Xxxxx x'Xxxxxx - Chairman & As 25 April 2001
CEO, and Xxxxxx X. Xxxxxxxxxx - CFO
Dear Sirs,
Amendment Agreement
We refer to our Appointment Letter of 30th March 2001 and are writing to confirm
our remuneration in the event of an acquisition of Hostmark World Ltd and/or
other Hostmark entities by Worldport Communications, Inc. or a subsidiary and/or
affiliate thereof ("Worldport"). This agreement replaces the terms of
Xxxxxxxxxx'x remuneration set out in paragraph 5 of our Appointment Letter of 30
March 2001 as amended by the Amendment Agreement of 20 April 2001, save for the
expenses (which are subject to a $30,000 cap as set forth in the Appointment
Letter). For all other purposes the terms of our original Appointment Letter
remains in force.
It is hereby agreed that in the event of the closing of such a
transaction Xxxxxxxxxx will be paid a Success Fee of 382,500 shares of
Worldport common stock. Hostmark will procure that these shares will be
delivered by Worldport to a specified Rothschild nominee account
contemporaneously with the delivery of the balance of the shares of the
account of the seller in the transaction.
Please signify your agreement to the above by signing and dating the enclosed
copy.
Yours very truly
for and on behalf of
N M Rothschild & Sons Limited
/s/ Herve de Xx Xxxxxxxxx /s/ Xxxxxx Xxxxxxxx
Herve de Xx Xxxxxxxxx Xxxxxx Xxxxxxxx
Agreed and accepted
For Hostmark World Ltd.
By /s/ Xxxxx x'Xxxxxx
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Xxxxx x'Xxxxxx
Chairman and CEO of Hostmark World Ltd
and Director of Hostmark World, LP
Date 25 April 2001
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By /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
CEO
Date: 25 April 2001
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