EXHIBIT 10-43
AGREEMENT
AGREEMENT dated as of June 1, 1999, between UNITED LEISURE CORPORATION, a
Delaware corporation (the "Company"), and XXXXX XXXXXXX ("Consultant").
WHEREAS, the parties have entered into that certain Amended and Restated
Consulting Agreement dated as of June 1, 1994 (the "Consulting Agreement"); and
WHEREAS, the parties desire to amend certain provisions of the Consulting
Agreement;
NOW, THEREFORE, in consideration of the terms, conditions, mutual
agreements and covenants set forth therein and herein, the parties hereto hereby
agree as follows:
1. Consultant shall relinquish the titles of Chairman of the Board,
President, and Chief Executive Officer, effective May 24, 1999.
2. Consultant shall continue to render consulting services to the Company
and its affiliates in connection with its non-Internet business as
requested by the President of the Company or the Company's Board of
Directors.
3. Consultant shall remain entitled to the entire amount of then-current
compensation provided for under the Consulting Agreement for each year
of the term of said Agreement (the "Gross Compensation").
4. Of the then-current Gross Compensation, Consultant shall be paid the sum
of $5,000 per month.
5. For any given year of the term of the Consulting Agreement, the
balance of the then-current Gross Compensation shall be applied by the
Company, on a monthly basis, to reduce the net amount owed by Consultant
to the Company, including interest (the "Company Receivable"), which on
June 1, 1999 is acknowledged by the parties to be $420,263.
6. After the Company Receivable has been reduced to zero, the entire
amount of the Gross Compensation shall be paid to Consultant in
accordance with the terms of the Consulting Agreement.
7. All other provisions of the Consulting Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have this Agreement as of the date
above first written.
UNITED LEISURE CORPORATION
By /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Title: President and Chief Executive Officer
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx ("Consultant")