EXHIBIT 10.7
Revised Agreement
Between
Universal Access Network, L.P., d/b/a Network Event Theater (NET)
and
The Fields + Xxxxxxx Company (F+H)
May 20, 1997
The agreement of December 19, 1995, revising the prior agreement as of July 5,
1995, is modified and revised as follows:
1. After the date of this agreement, neither Xxxxxxx Xxxxxx nor Xxxxxx Xxxxxxx
shall be obligated to devote a substantial portion of his business time to
his services for NET, but each of them shall continue to be available for
consultation with NET's staff to the extent that he may be called upon for
that purpose.
2. Xxxxxxx Xxxxxx, at his election, will continue to serve as a member of the
Board of Directors of NET.
3. It is agreed that payments to be made by NET to F+H and Fields and Hellman
individually, have been made through the month of June, so that there will
be six (6) months of payment remaining under the contract. The total
obligation of NET for said six months of salary and overhead will total
$412,812 for the six months commencing July 1, 1997. NET agrees that it
will make full payment of said sum to F+H (and/or Fields and Xxxxxxx
individually) in the manner provided for below, despite the fact that there
shall be no further obligation on the part of F+H and Fields and Xxxxxxx to
devote a substantial portion of his business time to his services for NET.
4. The $412,812 above referred to is computed and consists of six (6) months
of salary based upon an annual salary of $550,000 plus six (6) months of
overhead computed at the rate of $275,625 per year.
5. NET shall continue to make the salary and overhead payments on a monthly
basis, but NET may at any time determine to pay the then unpaid balance of
the total salary and overhead obligation by making a lump sum cash payment
to F+H equal to 50% of that balance and by simultaneously issuing to Fields
and Xxxxxxx registered stock of NET for the remaining 50% of that balance,
the number of shares to be issued to be based upon the market value of the
stock at the end of the day preceding the day Fields + Xxxxxxx receives its
lump sum cash payment for the entire unpaid balance. Such stock shall be
divided equally among Fields and Hellman.
6. F+H Fields and Xxxxxxx individually will have no further responsibility to
NET for any NET expenses, and NET will have no further responsibility to
F+H and Fields and Xxxxxxx individually for any of their expenses unless
such expenses are incurred at NET's specific request. As an exception to
foregoing, however, the parties agree that a portion of the premises under
lease to F+H, including the conference room and the central work station,
are in fact shared by F+H and NET, and NET agrees therefore to reimburse
F+H on a monthly basis for an aliquot share of F+H's rent, based upon an
equal sharing between NET and F+H of the rent applicable to the foregoing
areas, so long as they are being mutually used by both F+H and NET.
7. This document represents all of the terms and agreements of the amending
arrangement between NET and F+H.
The Fields + Xxxxxxx Company
By /s/ Xxxxxxx Xxxxxx
---------------------------
/s/ Xxxxxx Xxxxxxx
-----------------------------
Xxxxxx Xxxxxxx, individually
/s/ Xxxxxxx Xxxxxx
-----------------------------
Xxxxxxx Xxxxxx, individually
Network Event Theater, Inc.
By /s/ Xxxxxx Xxxxx
---------------------------
Xxxxxx Xxxxx, Chairman
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