EMPLOYMENT AGREEMENT Exhibit 10.1 Employment Agreement This Agreement made as of the 14th day of May, 1999, by and between Graham Cannon (the "Executive" ) and foreignTV.com, Inc., a Delaware corporation, (the "Company ") (hereinafter collectively:...

 EMPLOYMENT AGREEMENT


 
  
 
Exhibit 10.1
 
 
Employment Agreement
   
 
 This Agreement made as of the 14th day
   of May, 1999, by and between Xxxxxx Xxxxxx (the "Executive"
   ) and xxxxxxxXX.xxx, Inc., a Delaware corporation, (the "Company
   ") (hereinafter collectively: the "Parties").
 
 WHEREAS, the Company wishes to hire
   the Executive to work for it as its Vice President - Marketing with
   duties and responsibilities as set forth in this Agreement below; and
   
 
 WHEREAS, the Company and the Executive
   wish to set forth in writing the terms and conditions pursuant to
   which the Executive shall be employed by the Company.
 
 NOW, THEREFORE, In consideration of
   the mutual representations, covenants, agreements and stipulations
   contained herein, the parties intending to be legally bound agree as
   follows:
 
 1. Employment.
 
 1.1. The Company hereby employs the
   Executive as its Vice President - Marketing, and the Executive
   hereby accepts and agrees to such hiring, engagement and employment,
   for the Term of the employment (as defined below) and all on the
   terms and conditions hereafter set forth.
 
 1.2. The Executive shall have the
   duties and rights set forth and provided in this Agreement, and the
   Parties agree that all terms and conditions of Executive's
   employment with the Company shall be governed solely by this
   Agreement except where expressly stated otherwise.
 
 2. Employment Term.
 
 The Company hereby agrees to employ
   the Executive, and the Executive hereby agrees to such employment,
   subject to the terms and conditions set forth herein, for a term for
   four and one half years, commencing on June 1, 1999 and continuing
   through December 31, 2004 (the "Term"), unless sooner
   terminated as herein set forth.
 
 3. Position and Duties.
 
 3.1. As Vice President - Marketing,
   the Executive shall be responsible to develop and implement the
   Company's marketing and
 
 public relations strategy including
   programs for driving consumer traffic to the Company's Internet
   sites as well as promoting the Company to key trade, media and
   market constituencies and generally do all things reasonably deemed
   necessary or desirable by the Board of Directors of the Company (the
   "Board") for the proper management, operation and
   administration of the Company's marketing department with requisite
   authority to carry out his duties.
 
 3.2. The Executive shall work with the
   CEO and President to plan, design and implement the Company's
   business and operational strategy and direction, including ensuring
   the development of high value content and identifying and developing
   potential revenue streams such as e-commerce, advertising and
   content syndication. The Executive shall report directly to the CEO
   and President of the Company and perform such tasks as may be
   requested of him by the Board.
 
 3.3. Executive's employment hereunder
   shall be subject to the general supervision, orders, advice and
   direction of the Company, as determined by the Board. Executive
   shall perform such duties which are customarily performed by a
   person holding a similar position with other employers engaged in
   the same or similar business.
 
 3.4. The Executive shall devote his
   full working time and efforts to the business and affairs of the
   Company and its subsidiaries and affiliates. It is understood and
   agreed that the pursuit of personal investments and activities which
   are not violative of the non-competition provisions of this
   Agreement and which do not materially impair or detract from
   Employee's performance of his duties to the Company shall not be in
   contravention of this Section 3.4.
 
 3.5. The Company shall not require the
   Executive to be employed in any location other than metropolitan New
   York City unless he consents in writing to such location.
 
 3.6. During the Term of his
   employment, Executive shall be furnished with office space and
   facilities commensurate with his position and adequate for the
   performance of his duties; he shall be provided with the perquisites
   customarily associated with the position of a senior executive and
   Vice President of a company.
 
 4. Authority.
 
 4.1. The Company authorizes the
   Executive, for the Company's account and on its behalf, to perform
   any act or do anything necessary or desirable in order to carry out
   the Executive's duties as set forth in this agreement and everything
   done by the Executive under the provisions of shall be done as agent
   of the Company, and all obligations or expenses incurred hereunder
   shall be at the expense of Company.
 
 4.2. All obligations or expenses
   incurred hereunder shall be for the account of, on behalf of, and at
   the expense of the Company except as otherwise specifically provided
   for in this Agreement, provided, however that the Company shall not
   be obligated to reimburse the Executive for any expenses incurred in
   entering this Agreement or in payment for any legal, accounting, or
   other professional counsel, advice, or services sought or received
   by Executive in connection with the negotiation and consummation of
   this terms of this Agreement.
 
 5. Best Efforts of the Executive.
   
 
 The Executive shall use his best
   efforts in performing his duties hereunder, and in furthering the
   interests of the Company and its business. The Executive shall
   render his services in a faithful, responsible and competent manner,
   all in accordance with the terms and conditions of this Agreement
   and the Company's policies and procedures.
 
 6. Representations of the Executive.
   
 
 The Executive represents and warrants
   to the Company that:
 
 6.1. He has the expertise, experience
   and capability to perform the duties assigned to him hereunder;
   
 
 6.2. He is not suffering from any
   physical or mental condition which may impair his capability to
   perform the duties assigned to him hereunder;
 
 6.3. He is familiar and/or will
   familiarize himself with the Company's policies and procedures, will
   fully adhere to them during his employment hereunder, and will
   refrain from any act or communication that may reflect unfavorably
   upon the Company, its business or its affiliates; and
 
 6.4. He has carefully read and
   understood this Agreement, and is entering into it of his own free
   will.
 
 7. Representations of the Company.
   
 
 The Company represents and warrants
   that it is relying on the Executive's representations in entering
   into this Agreement, and that it is willing to employ the Executive
   subject to the terms and conditions of this Agreement and to perform
   its obligations hereunder.
 
 8. Liability and Insurance.
 
 8.1. The Executive shall not be liable
   to the Company for any loss or damage not caused by the Executive's
   own gross negligence or intentional failure to comply with his
   obligations hereunder.
 
 8.2. The Company will indemnify the
   Executive against and hold the Executive harmless from (a) any
   liability, damages, costs and expenses (including reasonable
   attorneys' fees) sustained or incurred for injury to any person or
   property in, about and in connection with the Company's business,
   from any cause whatsoever, unless such injury shall be caused by the
   Executive's own (i) illegal or unlawful act of a nature involving
   moral turpitude, (ii) gross negligence, or (iii) repeated failure to
   comply with his obligations which remained uncured after notice by
   the Board, hereunder; and (b) any liability damages, penalties,
   costs and expenses, statutory or otherwise, for all acts properly
   performed by the Executive pursuant to the instruction of the Board;
   provided, in each of the foregoing instances, that the Executive
   promptly advises the Board of its receipt of information concerning
   any such injury and the amount of any such liability, damages,
   penalties, costs and expenses. The Company shall pay all expenses,
   including any and all attorney's fees, actually incurred by
   Executive in connection with the investigation of any such matter,
   the defense of any such action ,suit or proceeding and in connection
   with any appeal thereon, including the cost of any settlements.
   
 
 8.3. The Company shall carry
   sufficient liability insurance, workmen's compensation and will
   deliver, upon Executive's demand, a copy of such liability insurance
   to the Executive or a certificate evidencing the same.
 
 9. Compensation.
 
 9.1. Base Salary.
 
 (a) During the Term of employment, the
   Company shall pay the Executive an annual base salary of $125,000,
   payable in substantially equal installments that shall be weekly, bi-
   
 
 weekly, semi-monthly or monthly,
   depending on the policy that the Company adopts for payment of base
   salary to its senior employees.
 
 (b) The Executive's base salary will
   be subject to review at least once at the end of each calendar year,
   commencing January 1, 2000, provided that upon each review the
   annual increase shall be no less than 10% of the Base for the
   immediately preceding year.
 
 9.2. Incentive Compensation.
 
 (a) The Company, if determined
   desirable and if conditions so allow, at the determination and
   discretion of the Board, grant the Executive a bonus based on
   Executive's achievements, it being acknowledged and agreed that the
   Company will be under no obligation to grant such a bonus.
 
 (b) When the Company achieves a
   positive net operating income, as determined by independent
   auditors, in any fiscal year, the Executive shall be automatically
   entitled to a one-time bonus of $25,000.
 
 (c) As an incentive to for the
   Executive to enter into this Agreement and to intensify his interest
   in the success of the Company, the Company shall grant the
   Executive, effective as soon as practicable after the execution of
   this Agreement, options from the Company's employee Stock Option
   Plan to purchase 70,000 shares of Common Stock of the Company at an
   exercise price of six ($6.00) dollars per share (the "Options
   "). The Options shall be subject, among other terms and
   conditions, to the following:
 
  (1) The Options shall
   vest in a tranche of up to a maximum of 14,000 Options in the first
   six months hereof and, thereafter, in tranches of up to a maximum of
   14,000 Options per year.
 
 (2) The Executive shall not have the
   right to exercise any Options after the later of the fifth (5th)
   anniversary of the vesting of each of the Options and seventh (7th)
   anniversary of the execution of this Agreement.
 
 (3) The Options shall be
   non-assignable.
 
 (4) The Company shall have no
   obligation to register any Options or any shares of Common Stock of
   the Company realized upon exercise thereof.
 
 
 9.3. Withholding. The Company shall be
   entitled to withhold such amounts from compensation and other
   payments as are necessary to comply with federal, state and local
   withholding laws.
 
 9.4. Benefits.
 
  (a) During the Term of
   employment hereunder, the Executive shall be entitled to participate
   in and receive all benefits under all of the benefit plans and
   arrangements of the Company currently or hereafter made available by
   the Company to its executives, senior employees, or in lieu of any
   of such plans and arrangements of the Company, plans and
   arrangements agreed to by the Board and the Executive. The Company,
   with a view to providing the Executive with an added incentive to
   continue his services to the Company, shall in good faith consider
   the eligibility of the Executive for incentive stock options under
   the Company's 1999 Stock Option Plan no later than six (6) months of
   the execution of this Agreement.
 
 Nothing provided for in this Section
   9.4 (a), shall be interpreted to limit or in any way affect to the
   Company's right to amend or terminate any of its benefit plans and
   arrangements with respect to its senior employees, or other
   employees, whether or not the Executive is then participating in
   such plan or arrangement.
 
 (b) If the Executive is insurable at
   regular rates the Company shall purchase a disability insurance
   policy providing for a net after tax income substantially equivalent
   to what Executive's net after tax income would be on his base
   salary, such payments to begin after Executive is disabled for 60
   days. If Executive is insurable at rates in excess of "regular
   rates", if Executive pays such excess, Company will pay the
   balance of the premium.
 
 
 9.5. Vacations. The Executive shall be
   entitled to five (5) weeks, or twenty five (25) business days, paid
   vacation in each calendar year.
 
 10. Sick Leave; Personal Days.
 
  In case of illness, the
   Executive shall be entitled to up to fourteen (14) days of sick
   leave per year and up to seven (7) personal per year. During
   authorized sick leave, the Executive's salary and other benefits
   shall continue to be paid or accrued. Unused sick days may be
   carried over from year to year but are not reimbursable upon the
   termination of this Agreement.
 
 
 11. Medical Insurance.
 
 The Executive, his spouse and children
   under 18 living with him, shall be covered by the Company's group
   medical insurance policy, dental and long term disability insurance,
   at no cost to the Executive, throughout the Term of his employment.
   
 
 12. Expenses.
 
 The Executive shall receive
   reimbursement on a monthly basis for reasonable business expenses
   incurred by him in connection with the performance of his duties
   hereunder. Executive shall provide the Company with proper
   documentation for each expense. If the Company reimburses the
   Executive for expenses later determined to be non-deductible for
   federal income tax purposes, all such amounts shall be treated as
   additional compensation to him.
 
 13. Payment of Taxes
 
 13.1. To the extent required by
   prevailing law, the Company shall deduct from the salary payable to
   the Executive under this Agreement all social security, federal,
   state and local taxes and charges as may now be in effect or which
   may hereafter be enacted or required by applicable law as charges on
   the compensation of the Executive.
 
 13.2. To the extent required by
   prevailing law, the Company shall pay such social security,
   disability, unemployment and workmen's compensation charges imposed
   upon the Company by virtue of its employment of the Executive.
 
 13.3. The Executive shall notify the
   Company of any change in his place of residence or status which may
   affect his tax liability.
 
 14. Termination. The Executive's
   employment (herein the "Employment") hereunder shall
   terminate only at the expiration of the Term, or prior thereto upon
   the occurrence of one of the following:
 
 14.1. Death. The Executive's
   employment hereunder shall terminate upon his death ("Death
   ").
 
 14.2. Disability.
 
 (a) The Company may terminate the
   Employment hereunder if he becomes physically or mentally
   incapacitated and by reason thereof becomes unable to perform his
   duties hereunder for a period of 60 or more days during any period
   of twelve consecutive months; and
 
 (b) The Executive may terminate his
   employment hereunder if, in the judgment of a physician selected by
   him and in the concurrent judgment of a physician of the Company's
   selection, the Executive's health has become impaired to an extent
   that makes the continued performance of his duties hereunder
   hazardous to his physical or mental health or his life (such reason
   for termination by the Company or by the Executive is hereinbelow
   referred to as "Disability").
 
 The Company may waive its right to
   seek concurrent judgment of a physician of its selection. If the
   Company exercises said right, and if the respective judgments of the
   physician selected by the Executive and the physician selected by
   the Company do not concur, the judgment of a third physician to be
   chosen by the Executive and the Company's physicians shall be
   controlling.
 
 14.3. Cause. The Company may terminate
   the Employment hereunder for cause (herein "Cause"). The
   Company will have Cause to terminate the Employment hereunder upon:
   
 
 (a) any willful or intentional and
   gross act or conduct by the Executive having the effect of
   materially injuring the Company or its affiliates;
 
 (b) the Executive's conviction of a
   crime (including conviction pursuant to a plea of nolo contendere)
   involving, in the judgment of the Board fraud, dishonesty or moral
   turpitude; or
 
 (c) any material, recurring and
   ongoing defaults, material nonperformance or material violations by
   the Executive of the material terms of this Agreement, which,
   despite specific written notice by the Board, remain uncured after
   an unreasonable period of time; which such period shall be no less
   than sixty (60) days.
 
 14.4. On Company's Notice. The Company
   may terminate the Employment with no reason or cause whatsoever
   (herein termination "On the Company's Notice").
 
  
 
 14.5. By Executive Without Reason. The
   Executive may terminate the Employment (herein termination "On
   the Executive's Notice").
 
 14.6. By Executive With Reason. The
   Executive may terminate the Employment at any time for "good
   reason" (herein termination "By Executive With Reason"
   ), upon one or more of the following:
 
  (a) The failure to elect
   or appoint, or re-elect or re-appoint the Executive to, or removal
   or improperly attempted removal of Executive from, his position as
   Vice President -- Marketing of the Company, except in connection
   with the proper termination of Executive's employment by reason of
   Cause, Death or Disability as provided herein;
 
 (b) A reduction in Executive's overall
   compensation other than his discretionary bonus under Section
   9.3(a), or an adverse change in the nature or scope of the
   authorities, powers, functions or duties normally attached to
   Executive's position with the Company;
 
 (c) The Company's failure or refusal
   to perform any obligations required to be performed in accordance
   with this Agreement after reasonable notice an opportunity to cure
   same; and
 
 (d) A change in control of the company
   occurs. As used in this Section 14(d), a "Change in Control
   " shall be deemed to have occurred upon the passage of (i) ten
   (10) days following a public announcement that a person or group of
   affiliated or associated persons have acquired, or obtained the
   right to acquire, beneficial ownership of fifteen (15%) percent of
   the outstanding Common Stock of the Company (the "Shares");
   or (ii) ten (10) days following the commencement of, or announcement
   of an intention to make a tender offer or exchange offer, the
   consummation of which would result in the beneficial ownership by a
   person or group of affiliated or associated persons of fifteen (15%)
   percent of such outstanding Shares; (iii) ten (10) days after a
   person or group of affiliated or associated persons has (x) become
   the owner of at least ten (10%) percent of the Shares or has filed a
   Schedule 13D or 13G with the Securities and Exchange Commission and
   (y) whose ownership interest is deemed by the Board to cause a
   material adverse impact on the business or the prospects of the
   Company; or (iv) a change in the composition of a majority of the
   Board.
 
 
 14.7. Notice and Date of Termination.
   Any termination pursuant to Sections 14.1 through 14.6, herein shall
   be
 
 communicated by written notice of
   termination to the other party (herein referred to as the "
   Notice of Termination"). The date of termination of the
   Employment hereunder (herein the "Date of Termination")
   shall be:
 
  (a) the date of the
   Executive's death, if his Employment is terminated for Death; or
   
 
 (b) the date on which a Notice of
   Termination is given or made effective, if the Employment is
   terminated by the Company for Disability, Cause or On Notice,
   respectively; or
 
 (c) the date on which a Notice of
   Termination is given or made effective, if the Employment is
   terminated by the Executive on Executive's Notice or by the
   Executive With Reason.
 
 
 15. Compensation and Effects Following
   Termination.
 
 15.1. If the Employment is terminated
   For Death, Disability, On the Company's Notice, or By Executive With
   Reason, the Executive, or his successors or dependents (collectively
   in this Section: the "Executive") shall be entitled to the
   following compensation:
 
  (a) All unpaid amounts
   due on account of Executive's base salary and all benefits and
   bonuses until the date of Termination;
 
 (b) The base salary and all benefits
   and bonuses hereunder at the rate prevailing at the time of
   Termination for the remainder of the first year of the Term, if the
   Termination is effective prior to twelve (12) months following the
   date hereof, and thereafter for a period of one (1) year;
 
 (c) A severance payment in a lump sum
   equivalent to the base salary and bonuses equivalent to one (1) year
   for each year of prior employment with the Company (whether during
   the initial Term of employment or thereafter), plus a pro-rated
   amount for each portion of a year of prior employment with the
   Company;
 
 (d) Any options granted to Executive
   which have not, by the term thereof vested, shall be deemed to have
   vested at the termination, and shall thereafter be exercisable for
   the maximum period of time allowed for exercise thereof under the
   terms of the option(s); and
 
 (e) The Company's (and Executive's and
   his
 
 dependents') participation in any and
   all medical, dental and disability insurance plans shall be
   continued, or equivalent benefits provided to him or them by the
   Company at no cost to him or them, for a period of two (2) years
   from the date of Termination.
 
 
 15.2. If the Employment is terminated
   at the expiration of the Term of employment or by the Executive On
   the Executive's Notice, the Executive shall be entitled as follows:
   
 
  (a) All unpaid amounts
   due on account of Executive's base salary and all benefits and
   bonuses until the date of Termination;
 
 (b) A severance payment in a lump sum
   equivalent to the base salary and Bonuses equivalent to one half
   (1/2) year for each year of prior employment with the Company
   (whether during the initial Term of employment or thereafter), plus
   a pro-rated amount for each portion of a year of prior employment
   with the Company;
 
 (c) Any options granted to Executive
   which have not, by the term thereof vested, shall be deemed to have
   vested at the termination, and shall thereafter be exercisable for
   the maximum period of time allowed for exercise thereof under the
   terms of the option(s); and
 
 (d) The Company's (and Executive's and
   his dependents') participation in any and all medical, dental and
   disability insurance plans shall be continued, or equivalent
   benefits provided to him or them by the Company at no cost to him or
   them, for a period of one (1) year from the date of Termination.
   
 
 
 15.3. If the Employment is terminated
   by the Company for Cause, the Executive shall be entitled as follows:
   
 
  (a) All unpaid amounts
   due on account of Executive's base salary and all benefits and
   bonuses until the date of Termination;
 
 (b) to the extent medical insurance or
   other benefits are required by law to be extended or offered for a
   longer period, the Company shall comply with such requirements; and
   
 
 (c) Any options granted to Executive
   which have vested, shall thereafter be exercisable for the minimum
   period of time allowed for exercise thereof under the terms of the
   option(s). Any options granted to Executive which have
 
 not yet vested, at the date of
   Termination, shall expire upon Termination.
 
 
 15.4. Any extension of benefits
   following the termination of employment provided for herein shall be
   deemed to be in addition to and not in lieu of, any period for
   benefits continuation provided for by law at the Company's or
   Executive's expense.
 
 16. Non-Competition.
 
 16.1. During the period of the
   Employment hereunder and during the applicable post-termination
   non-competition period as specified in Section 16.2, herein, the
   Executive shall not own (other than as a passive investor owning
   less than 5% of any class of outstanding shares of any corporation
   whose shares are publicly traded) any interest, or provide any
   financing for, or perform any service for, any business organization
   which engages in competition with the Company within the principal
   geographic areas where the Company is or has during the term of this
   Agreement developed substantial plans to commence doing business
   (herein the "Territory"); or, as a sole proprietor,
   director, officer, shareholder, employee, manager, consultant,
   independent contractor, advisor or otherwise, engage in competition
   in the Territory with, any business conducted by the Company or by
   its respective affiliates or any business which the Company or any
   of its respective affiliates had developed substantial plans to
   enter into during the employment with the Company pursuant to this
   Agreement or prior hereto. Any business organization whose principal
   business is broadcasting substantially similar video content on or
   through the Internet shall be deemed as competing with the Company
   in the Territory; provided, however, that the non-competition
   provisions of this Section shall not apply (a) to paid or voluntary
   work for nonprofit Internet projects, provided they do not directly
   compete with xxxxxxxXX.xxx; and (b) paid or voluntary work for a
   local community-based Internet venture.
 
 16.2. Post-termination non-competition
   period.
 
  (a) In the case of
   Termination of the employment for Cause or by the Executive on
   Notice, the applicable post-termination non-competition period shall
   be the period ending two (2) years following the Termination of the
   employment hereunder:
 
 (b) In the case of Termination of the
   employment for Disability, the applicable post-termination
   non-competition period shall be the period ending one (1) year
   following the Termination of the employment hereunder. )
 
 (c) In the case of Termination of the
   employment on the Company's Notice or by the Executive for Reason,
   there shall be no applicable post-termination non-competition period
   hereunder.
 
 
 16.3. If a court of competent
   jurisdiction shall determine that the any of provisions of Section
   16.2 transcend or contravene the provisions of applicable law, ipso
   facto this section shall be deemed revised to comply with applicable
   law and shall be construed in such a manner as to render this
   Section as so revised enforceable under such law.
 
 17. Nondisclosure of Confidential
   Information.
 
 17.1. The Executive shall not, except
   as authorized or required by the Company, in any manner, directly or
   indirectly, reveal, divulge, disclose or otherwise communicate or
   make available to any person, firm, corporation or entity any
   information concerning any matters affecting or relating to the
   Company, its affiliates and/or any customers of the Company, their
   business, affairs, manner of operation, plans or policies, the
   prices they charge or any other information, except such information
   that is already in the public domain due to no fault of the
   Executive.
 
 17.2. The provisions of this Section
   shall survive the term of this Agreement.
 
 18. Noninterference.
 
 During and after the Term of this
   Agreement, the Employee shall not in any manner, directly or
   indirectly, affect to the detriment of the Company or any of its
   affiliates any relationship of the Company, or any of its
   affiliates, or any of their respective officers, employees and
   agents with any customer, supplier or employee the Company or any
   affiliate, or cause any customer or supplier to refrain from doing
   business with the Company or any affiliate thereof. Nothing in this
   Section 18 shall be deemed to prevent Employee from competing with
   the Company after the expiration of the applicable post-termination
   non-competition period, even if such competition may have the effect
   of detrimentally affecting the business of the Company.
 
 19. Specific Enforcement.
 
 The Executive acknowledges and agrees
   that the Company would be irreparably harmed and could not be made
   whole by monetary damages in the event any of the terms and
   provisions of this
 
 Agreement were not performed by him in
   accordance with its terms. Accordingly, the Executive agrees that,
   in addition to any other remedy to which the Company may be
   entitled, the Company shall be entitled to an injunction or
   injunctions to prevent breaches of, and to obtain specific
   performance of, any or all of the terms and provisions hereof and
   shall be entitled to other equitable relief.
 
 20. Severability.
 
 If any term, provision, covenant or
   restriction of this Agreement is held by a court of competent
   jurisdiction to be invalid, void or unenforceable, the remainder of
   the terms, provisions, covenants and restrictions will remain in
   full force and effect and will in no way be affected, impaired or
   invalidated. It is hereby stipulated and declared to be the
   intention of the parties that they would have executed such
   remaining terms, provisions, covenants and restrictions without
   including any of such as may be hereafter declared invalid, void or
   unenforceable.
 
 21. Entire Agreement and Amendment.
   
 
 This Agreement contains the entire
   understanding of the parties with respect to its subject matter.
   There are no restrictions, agreements, promises, representations,
   warranties, covenants or undertakings other than those expressly set
   forth herein. This Agreement supersedes all prior agreements and
   understandings between the parties with respect to its subject
   matter. This Agreement may not be amended, modified or supplemented
   except upon the execution and delivery of a written agreement
   executed by the parties hereto.
 
 22. Assignment.
 
 This Agreement shall not be assignable
   by any party hereto, except that it shall be assignable by the
   Company to any companies that are or may become affiliated to it but
   no such assignment shall release to the assigning party from its
   financial obligations hereunder. This Agreement shall be binding
   upon and inure to the benefit of and be enforceable by the heirs,
   personal representatives, successors and permitted assigns of the
   parties hereto.
 
 23. Waiver of Compliance.
 
 Any failure of one of the parties
   hereto to comply with any obligation, covenant, agreement or
   condition herein may be waived by the other party only by a written
   instrument signed by the party granting such waiver, but such waiver
   or failure to insist upon strict compliance with such obligation,
   covenant, agreement or condition shall not operate as a waiver of,
   or estoppel with respect to, any subsequent or other failure.
 
 24. Descriptive Headings.
 
 Descriptive headings are for
   convenience only and shall not control or affect the meaning or
   construction of any provision of the Agreement.
 
 25. Affiliate.
 
 As used in this Agreement, the term
   "affiliate" means a person or entity controlled by,
   controlling, or under common control with the Company.
 
 26. Counterparts.
 
 For the convenience of the parties,
   any number of counterparts of this Agreement may be executed by one
   or more parties hereto and each such executed counterpart shall be,
   and shall be deemed to be, an original instrument.
 
 27. Notices.
 
 All notices and other communications
   hereunder shall be in writing and shall be deemed given if delivered
   personally, dispatched by way of recognized courier service, such as
   Federal Express, by facsimile transmission (with a confirmation copy
   mailed), or mailed (registered or certified mail, postage prepaid,
   return receipt requested) to the respective parties at the following
   addresses:
 
   To the
   Executive:
 
 Xxxxxx Xxxxxx 000 Xxxx Xxxxxx
 
 
 Xxx. 000
 
 
 Xxx Xxxx, XX 00000
 
 
 
 telephone: (000) 000 0000
 
 
 facsimile:
 
   Esq.
 
 
 
 To the Company:
 
 xxxxxxxXX.xxx, Inc.
 
 000 Xxxxx Xxxxxx, Xxxxx 0000X
 
 Xxx Xxxx, X.X. 00000
 
 Attention: Xx. Xxxxxxxx Xxxxx
 
 with copies to:
 
 Xxxx X. Xxxx, Esq.
 
 000 Xxxxxxxxx Xxx., #0X
 
 New York, N.Y. 10016
 
 
 
 
 
 or to such other address as any party
   hereto may, from time to time, designate in a written notice given
   in a like manner.
 
 28. Law Governing.
 
 This Agreement shall be governed by
   and construed and enforced in accordance with the laws of the State
   of New York applicable to contracts made and to be performed wholly
   within such State, without reference to any rules of conflicts of
   laws.
 
 29. Arbitration.
 
 All disputes, controversies or claims
   with respect to any of the terms or conditions of, or the
   performance of the parties under, or termination of, this Employment
   Agreement which cannot be settled amicably by the parties, whether
   or not such disputes, controversy(ies) or claim(s) are arbitrable
   under applicable law, shall be finally settled by arbitration in
   accordance with the Employment Commercial Arbitration Rules of the
   American Arbitration Association in New York City. The arbitration
   proceedings shall be conducted in New York City in the English
   Language before one (1) arbitrator. The award of the arbitrator
   shall be final and binding upon the parties and judgment upon such
   award may be entered in any court having jurisdiction or application
   may be made to such a court for a judicial acceptance of such award
   and judgment or order of enforcement, as the case may be.