Exhibit 10.5
Amended Employment Agreement dated as of September 1, 1997 between
the Corporation and Xxxxx X.X. Xx.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No.1 dated as of September 1, 1997 to that certain
Employment Agreement (this "Amendment"), dated as of January 1, 1991, by and
between DIAMOND ENTERTAINMENT CORPORATION (f/k/a ATI XXXX V PRODUCTS, INC.), a
California corporation (the "Corporation"), and XXXXX XX (the "Employee").
W I T N E S S E T H :
WHEREAS, the Corporation and the Employee entered into that certain
Employment Agreement dated as of January 1, 1991 (the "Agreement"); and
WHEREAS, the Corporation and the Employee desire to amend the Agreement to
effect the changes provided for herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
1. Effective as of the date hereof, the Agreement is hereby amended by
deleting the portion (a) of Section 3 and replacing it with the following:
(a) as consideration for Employee's agreement to defer 90% of his
salary of $150,000 per annum, until further notice, the latest being
March 31, 1998, the Company hereby agrees to grant to the Employee (i)
3,000,000 shares of Company common stock, which shall vest in equally
on a quarterly basis during the fiscal year 1997; and (ii) 3,000,000
warrants to purchase 3,000,000 shares of Company common stock at a
purchase price of $.10 per share, exercisable over a two year period
begining on the vesting date, which shall be the last day of fiscal
year 1997;
2. This Amendment shall be governed by and construed in accordance with the
laws of the State of California, without regard to principles of conflicts of
law.
3. Except as otherwise specifically set forth herein, all of the terms and
provisions of the Existing Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
DIAMOND ENTERTAINMENT CORPORATION
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Treasurer
/s/ Xxxxx Xx
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Xxxxx Xx
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