EXHIBIT 10.56
FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Agreement") is entered into as of April 3, 1998, by and between GALACTICOMM
TECHNOLOGIES, INC. (formerly known as I-View Software, Inc.), a Florida
corporation (the "Company"), and XXXXXXX XXXXXXX (the "Executive").
RECITALS:
A. The Company entered into an Amended and Restated Employment
Agreement with the Executive on June 30, 1997 (the "Amended and Restated
Agreement").
B. The Company and the Executive wish to amend the Amended and Restated
Agreement as set forth herein.
C. The parties hereto believe that the amendments made hereby are in
the best interest of the Company and its shareholders, including, among others,
the Executive.
NOW THEREFORE, in consideration of the premise, and the respective
covenants and agreements of each of the Company and the Executive contained in
this Agreement, the payment of $10.00 and other good and valuable consideration,
each of the Company and the Executive agrees as follows:
A. RECITALS. The Recitals set forth above are true and correct and are
incorporated herein by reference.
B. TERMS. Except as set forth herein, all capitalized terms shall have
the meaning ascribed to them in the Amended and Restated Agreement.
C. AMENDMENT TO SECTION 5.3(B). Section 5.3(b) of the Amended and
Restated Agreement is hereby modified in its entirety to read as follows:
(b) If the employment of the Executive by the Company shall be
terminated for any reason (other than by the Company due to the Executive's
death or Disability or with Cause, or by the Executive without Good Reason)
then, in any such event, the Company shall continue to pay to the Executive his
Salary (subject to applicable payroll and/or other taxes required by law to be
withheld) through the Termination Date (as such term is hereinafter defined).
D. FULL FORCE AND EFFECT. Except as specifically amended by this
Agreement, the provisions of the Amended and Restated Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has executed and
delivered this Agreement as of the date first written above.
GALACTICOMM TECHNOLOGIES, INC.
/S/ XXXXXXX XXXXXXX By:/S/ XXXXX XXXX
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Xxxxxxx Xxxxxxx Name:XXXXX XXXX
Title:CHIEF EXECUTIVE OFFICER