AMENDMENT 1 TO
EXECUTIVE EMPLOYMENT AGREEMENT
OF January 16, 2004
THIS AMENDMENT 1 TO EXECUTIVE EMPLOYMENT AGREEMENT OF January 16, 2004
("Amendment" and "Employment Agreement", respectively), is made and entered into
as of the 30th day of August, 2004, by and between Nanobac Pharmaceuticals,
Inc., and E. Xxxxx Xxxxxxxx, MD, PhD, an individual (the "Company" and
"Employee", respectively, and "the Parties", collectively).
WITNESSETH: WHEREAS, the Parties have entered into the Employment
Agreement dated January 16, 2004; and
WHEREAS, the Parties wish to amend the Employment Agreement to clarify
issues related to compensation.
NOW, THEREFORE, in consideration of the premises, the mutual promises,
covenants and conditions herein contained and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto intending to be legally bound hereby agree as follows:
1. The Parties hereby agree to delete Paragraph 5.c. of the Employment
Agreement in its entirety.
2. The Parties hereby agree to add the following provision to Paragraph 5 of
the Employment Agreement as Paragraph 5.h: "WARRANTS: The Company will issue
warrants for the conversion of 5,000,000 shares of its common stock at a price
of $.005 per share. The warrants shall expire on August 31, 2009. The form of
the warrant is attached"
3. The Parties acknowledge that the signing bonus described in Paragraph
5.b.i. of the Employment Agreement has been paid to Employee, such payment net
of U.S. withholding taxes, which has been or will be timely remitted to the
proper tax authorities.
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4. The Parties hereby amend Paragraph 5.a. of the Employment Agreement as
such paragraph applies to payment of base salary for the period from the
Commencement Date (as defined in the Employment Agreement) through August 31,
2004, such that base salary owed to Employee, but unpaid, for the period May 18,
2004, through August 31, 2004, shall be paid to Employee prorata with base
salary payments due beginning on or after September 1, 2004, until base salary
payments due on or before December 31, 2004. The Parties agree that base salary
owed, but unpaid, to Employee for the period beginning from the Commencement
Date until May 17, 2004, shall be paid to Employee under terms of a separate
agreement between the parties.
5. The Parties agree that any intellectual property created by Employee in
the course of his employment under the Employment Agreement executed on January
16, 2004, shall be the sole and exclusive property of the Company.
IN WITNESS WHEREOF, the Company and Employee have duly executed this
Amendment as of the date first above written.
NANOBAC PHARMACEUTICALS, INCORPORATED: E XXXXX XXXXXXXX, MD, PHD:
By: /s/ H. Xxxxx Xxxxxxxx /s/ E. Xxxxxx Xxxxxxxx
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Print: Xxxxx Xxxxxxxx
Date: August 30, 2004 Date: August 30, 2004
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