AMENDMENT TO EMPLOYMENT AGREEMENT FRANK GUARINO
Exhibit
99.2
AMENDMENT
TO
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AMENDMENT
dated November 14, 2007 (the "Amendment") among Millennium Biotechnologies
Group, Inc., a Delaware corporation ("Group"), Millennium Biotechnologies,
Inc.
(the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Executive").
WHEREAS,
the Executive is currently employed by the Company, a wholly owned subsidiary
of
Group, under an Employment Agreement dated as of November 11, 2005 (the
"Employment Agreement"), in the position of Chief Financial
Officer;
WHEREAS,
the Executive has also served as Chief Financial Officer of Group, without
additional consideration and on an “at will” basis;
WHEREAS,
the Executive, Group and the Company have agreed that the Employment Agreement
will be amended to include the Executive’s services as Chief Financial Officer
and to provide additional compensation for such services.
NOW,
THEREFORE, in consideration of the agreements hereinafter set forth and for
other good and valuable consideration, the Company, Group and the Executive
hereby agree that the Employment Agreement shall be amended as
follows:
1.
Section
1.2 is amended to the extent that the reference to “Consent of the President”
shall be amended to read: “Consent of the President or the Chief Executive
Officer.”
2.
Section
1.1 is amended to the extent of providing that the Company and Group employ
the
Executive as Chief Financial Officer and the Executive agrees to serve both
Group and the Company as Chief Executive Officer.
3.
Section
1.3 is amended to the extent of extending the termination date of the Term
from
December 31, 2010 to December 31, 2011.
4.
Section
2.1 is amended to provide that the Executive’s Base Salary shall be $150,000 per
annum effective as of January 1, 2007 and increased to $200,000 per annum
effective January 1, 2008.
5.
Section
2.2 is amended to read in its entirety as follows:
2.2. Bonus. The
Company and Group shall pay the following bonus compensation to the
Executive:
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(i)
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Group
shall issue 1,000,000 shares of Group common stock to the Executive
upon
the execution of this Amendment.
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(ii)
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The
Executive shall receive an annual bonus following each fiscal year
during
the Term of the Employment Agreement at the rate of $25,000 and 250,000
shares of Group common stock for each $5 million in revenue of the
Company
as reported in the Company’s annual financial statement, provided any
bonus hereunder with respect to annual revenues exceeding $50,000,0000
shall be subject to the sole and exclusive discretion of Group’s Board of
Directors.
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6.
Section
3.1(b) is amended to the extent of increasing the Executive’s automobile
allowances from $1,000 to $1,500 per month.
7.
MISCELLANEOUS
(a)
Entire
Agreement; Amendment.
The
Employment Agreement as amended herein represents the entire agreement of the
parties with respect to the subject matter hereof and shall supersede any and
all previous contracts, arrangements or understandings between or among Group,
the Company and the Executive. The Employment Agreement may be further amended
at any time by mutual written agreement of the parties hereto.
(b)
Counterparts.
This
Amendment may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the Company and Group have caused this Amendment to be duly
executed by their authorized representatives and the Executive has hereunto
set
his hand, in each case effective as of the day and year first above
written.
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Millennium
Biotechnologies Group, Inc.
Millennium
Biotechnologies, Inc.
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| Executive | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
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