EXHIBIT 10.31
Memorandum of Amendment of Employment Agreement
From:
To Xxxxxxx X. Xxxxxxxxx
Dated: As of November 1, 2004
We hereby agree that the Employment Agreement between Xxxxxxx Xxxxxxxxx
("Executive") and Net2Phone, Inc. ("company") dated as of August 1, 2004
("Agreement") is hereby deemed to be amended as follows:
1. Paragraph 3(a) of the Agreement is hereby deleted and the
following is substituted in its place:
(a) The Executive shall serve as, and with the title,
office and authority of, Chairman of the Board of the
Company and shall report directly to the Board of
Directors of the Company.
2. Paragraph 2(c)iv) is hereby amended to add the word "paid"
before the word "advisor".
Except as herein specifically otherwise provided, the parties do hereby
ratify and confirm the terms and provisions of the Agreement and acknowledge
that it remains in full force and effect.
Net2Phone, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Executive Vice President,
Business and Legal Affairs,
and General Counsel
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
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