AUDITS & SURVEYS WORLDWIDE, INC.
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October 1, 1997
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Dear ▇▇▇▇:
Reference is made to an Employment Agreement between you and Audits &
Surveys Worldwide, Inc. (the "COMPANY") dated as of March 24, 1995, as amended
on March 25, 1997 and June 30, 1997 (as so amended, the "EMPLOYMENT AGREEMENT").
It is hereby agreed that notwithstanding anything to the contrary contained in
the Employment Agreement, in the event of a change in control of the Company (as
defined below), you may, if you so desire, terminate your employment with the
Company; provided, however, that the provisions of Paragraphs 10, 11 and 12 of
the Employment Agreement shall remain in full force and effect as if the
Employment Agreement had continued in effect during the entire Employment Term
(as such term is defined in the Employment Agreement); and further provided,
that the term "affiliate", as used in Paragraph 10(b) of the Employment
Agreement, shall include INTELECT ASW Marketing Services, LLC during the
Employment Term.
For purposes of this letter agreement, the term "change of control"
shall mean (i) an event or series of events by which any person or entity or
group of persons shall, as a result of a tender or exchange offer, open market
purchases, privately negotiated purchases, merger, consolidation or otherwise,
becomes the beneficial owner (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of 50% or more of the voting power
of the Company; (ii) the Company is merged with or into another entity with the
effect that immediately after such transaction the stockholders or other equity
holders of the Company immediately prior to such transaction hold less than a
majority of the combined voting power of the entity surviving such transaction;
or (iii) the direct or indirect sale, lease, exchange or other transfer of all
or substantially all of the assets of the Company to any other person or group
of persons.
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Except as set forth herein, the Employment Agreement shall remain in
full force and effect.
If the foregoing sets forth our understanding, please confirm the same
by so indicating below.
Very truly yours,
AUDITS & SURVEYS WORLDWIDE, INC.
By: /s/ H. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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H. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
CONFIRMED AND AGREED TO:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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