AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment agreement is hereby made and entered into this 15th day of
March, 1999, by and between Financial Intranet, Inc., a Nevada corporation
(the "Company") and Xxxxx Xxxx, with an office at 000 Xxx Xxxx Xxxxx Xxxx,
Xxxxx X0000, Xxxxxxx, XX 00000 (the "Executive).
WITNESSETH
WHEREAS, the Company and the Executive entered into an Employment
Agreement, ,dated September 12,1997 (the "Agreement"), as amended on December
15,1998, and now desire to further amend the Agreement.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and promises hereinafter set forth and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, it is
agreed as follows:
I . Subparagraph (c) of paragraph 3 of the Agreement is hereby deleted
and the following is hereby substituted in its place:
(C) (1) The parties acknowledge that as of December 31, 1998, the
Executive has been granted an option to purchase 1,350,495 shares of the
Company's Common Stock. The exercise price shall be $.19 per share.
All options granted under this Employment Agreement expire on December
31, 2002, subject to termination on such other date as provided as follows
(the "Option Period"). Upon termination, the Executive shall not be entitled
to any additional options. If the Executive dies, the Executive's estate shall
have the right to exercise any options granted hereunder until the end of the
Option Period. In the event the Executive voluntarily leaves the employ of the
Company, any option then held by the Executive shall terminate immediately. In
the event that the Executive's employment is terminated for any reason by the
Company, any option then held by the Executive shall terminate 90 days
following such termination, provided that any options shall terminate
immediately upon termination for cause.
(II) Any option granted to the Executive is personal to the
Executive and is not assignable by the Executive. All options shall be
exercised by written notice as called for in this Employment Agreement.
Delivery of the certificates representing the shares called for under the
within option shall be made promptly after receipt of such notice of
exercise, against the payment of the purchase price by certified check or
cashier's check.
(III) Shares issued pursuant to the grant of the options in
accordance with the terms of this agreement may not be sold, exchanged,
transferred, pledged, hypothecated, or otherwise disposed of except as provided
for under Rule 144 of the Securities and Exchange Act of 1933 (the "Act7'). The
following shall apply:
(A) Said Common Stock must be held indefinitely
unless (1) distribution of said Common Stock has been made registered under the
Act, (2) as sale of said Common Stock is made in conformity with the provisions
of Rule 144 of the Act, or (3) in the opinion of counsel acceptable to the
Company, some other exemption from registration is available;
(B) The Executive will not make any sale,
transfer or other disposition of said Common Stock except in compliance with the
Act and Rules and Regulations thereunder;
(C) The Executive is familiar with all of the
provisions of Rule 144 including (without limitation) the holding period
thereunder;
(IV) The Company is under no obligation to register the sale,
transfer or other disposition of said Common Stock by the Executive or on his
behalf or to take any other action necessary in order to make compliance with an
exemption from registration available;
(V) There will be a restrictive legend placed on the
certificates for said Common Stock stating in substance:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933 and may not be sold, pledged, or
otherwise transferred except pursuant to an effective registration
statement under said Act, SEC Rule 144 or an opinion of counsel
acceptable to the company that some other exemption from registration
is available."
(VI) The number of Shares subject to this Option during the
Option Period shall be cumulative as to all prior dates of calculation and shall
be adjusted for any stock dividend, subdivision, split-up or combination of
common stock.
(VII)The exercise price shall be subject to adjustment from time
to time as follows:
(1)If, at any time during the Option Period, the number
of shares of common stock outstanding is increased by a stock dividend payable
in shares of common stock, then, immediately following the record date fixed for
the determination of holders of shares of common stock entitled to receive such
stock dividend, subdivision or split-up, the exercise price shall be
appropriately decreased so that the number of Shares included in the Shares
issuable upon the exercise hereof shall be increased in proportion to such
increase in outstanding shares.
(2)If, at any time during the Option Period, the number
of shares of common stock outstanding is decreased by a combination of
outstanding shares of common stock, then, immediately following the record date
for such combination, the exercise price shall
be appropriately increased so that the number of Shares issuable upon the
exercise hereof shall be decreased in outstanding shares.
(VIII) The parties acknowledge that the Executive is not
currently entitled to any additional options or warrants pursuant to this
agreement or any previous agreement with the Company.
2. Except as herein provided, the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused the due execution
hereof the day and year first above written.
Financial Intranet
By: Xxxxxxx Xxxxxxxx
Xxxxx Xxxx
