AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement is made and entered into
effective April 20, 1998 by and between American Film Technologies, a Delaware
corporation (the "Company'), and Xxxxxx X. Xxxxxxx. an individual
("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement
as of January 1, 1996 (the "Agreement"); and
WHEREAS, the Board of Directors and Executive have agreed to amend the
Agreement, specifically Section 14(c)(ii) to change the form of the payment to
be made to Executive if the Agreement is terminated pursuant to a change of
control of the Company as such change of control is defined therein,
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and conditions set forth herein, the parties hereto agree as
follows:
1 - Section 14(c)(ii) of the Agreement is hereby deleted in its
entirety and in lieu thereof the following Section 14(c)(ii) is adopted
effective as of the effective date of this Amendment:
"(ii) In the event the Agreement is terminated pursuant to Section
12(e) the Company shall issue to Executive a non-interest bearing convertible
senior secured promissory note in the amount of $750,000 (the "Note") not later
than five (5) days after such termination The Note shall (i) be for a term of
two years from the date of termination of the Agreement, (ii) be convertible
into common stock of the Company at the conversion rate of $.03 per share and
(iii) contain all the same or similar terms and conditions as contained in the
Company's Senior Secured Convertible Promissory Notes issued to investors
pursuant to the resolutions of the Board of Directors approving the issuance of
up to $2,000,000 of such notes."
2. In all other respects, the Agreement and all other terms and
conditions thereof are hereby ratified and affirmed
IN WITNESS WHEREOF, this Amendment to Employment Agreement is
executed as of the day first above written
AMERICAN FILM TECHNOLOGIES, INC
By: ________________________________
Name: ______________________________
Title: _____________________________
____________________________________
XXXXXX X. XXXXXXX