Exhibit 10.23
[GENESIS INTERMEDIA LETTERHEAD]
April 9, 1999
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Re: Employment Agreement/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
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Dear ▇▇. ▇▇▇▇▇:
This letter agreement is made with reference to that certain Employment
Agreement (the "Agreement") dated as of October 26, 1998 between
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation (the "Company"), and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇. It is necessary to amend the Agreement as follows, the Agreement
having already been filed with the Securities and Exchange Commission on
December 4, 1998 as an exhibit to Amendment No. 1 of the Company's Registration
Statement on Form SB-2.
SECTION 6 of the Agreement presently provides that the Company shall grant
options to you to purchase up to an aggregate of 75,000 shares of the common
stock of the Company upon your achievement of the performance goals described
therein (the "Options"). It is hereby confirmed and agreed that the Options
shall be granted to the extent permissible under applicable law in three (3)
separate installments under the Company's incentive stock option program and you
shall have the right hereunder to purchase from the Company the following number
of shares on the following terms, in a cumulative fashion:
(a) up to 25,000 shares of common stock at a price of $11.00 per share, if
you successfully install a communications system kiosk and video network known
as the "CenterlinQ System" in five (5) shopping centers on or before July 1,
1999;
(b) an additional 25,000 shares of common stock at a price of $13.00 per
share, if you successfully install the CenterlinQ System in an additional ten
(10) shopping centers on or before July 1, 2000; and
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April 9, 1999
Page 2 of 2
(c) an additional 25,000 shares of common stock at a price of $15.00 per
share, if you successfully install the CenterlinQ System in an additional 20
shopping centers on or before January 1, 2002.
To the extent that an amendment to this letter agreement is required in
order to effectuate the issuance of such Options under the Company's incentive
stock option program in accordance with applicable law, the Company hereby
confirms and agrees that it shall execute such an amendment upon receipt of your
request that it do so.
Except as specifically amended or clarified by this letter agreement, it is
hereby confirmed and agreed that the agreements and undertakings otherwise
contained in the Agreement are reaffirmed and incorporated herein by reference.
Please confirm your agreement to the foregoing by signing a copy of this
letter in the space indicated below and returning the same to our office.
Please contact me at (▇▇▇) ▇▇▇-▇▇▇▇ if you have any questions regarding this
matter.
Very truly yours,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By:_________________________
▇▇▇▇ ▇▇-Batrawi
Chairman
THE FOREGOING AMENDMENTS TO THE
AGREEMENT ARE CONSENTED TO AND
AGREED BY THE UNDERSIGNED:
_______________________________
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