AMENDMENT NO. 1
TO
EMPLOYEE EMPLOYMENT AGREEMENT
This Amendment No. 1 to the Employment Agreement (the "Agreement") made and
entered into as of the 1st day of January 2006, between Medefile International,
Inc. (formerly known as Omnimed International, Inc.), a Nevada corporation (the
"Company"), and Xxxxx Xxxxxx ("Employee").
WITNESSETH:
WHEREAS, on January 1, 2006, the Company and the Employee entered into an
Agreement, a copy of which is annexed hereto as Exhibit 1; and
WHEREAS, the parties now desire to amend Paragraph 5.7 of the Agreement as
hereinafter set forth to correct a mistake of the parties;
NOW, THEREFORE, in consideration of and for the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Employee Employment Agreement is
hereby amended as follows:
1. Paragraph 5.7 of the Agreement is hereby amended to be and read as
follows:
"5.7 Expiration. In the event that an option holder ceases to be an
employee of the Company or of any subsidiary for any reason other than
permanent disability (as determined by the Board of Directors) or
death, the Option, including any unexercised portion thereof, which
was otherwise exercisable on the date of termination, shall expire
unless exercised within a period of three months from the date on
which the Employee ceased to be so employed, but in no event after the
Expiration Date. In the event of the death of Employee during this
three month period, the Option shall be exercisable by his or her
personal representatives, heirs or legatees to the same extent that
the Employee could have exercised the Option if he or she had not
died, for the three months from the date of death, but in no event
after the expiration of the four (4) year period from the Effective
Date of this Agreement."
2. Miscellaneous.
(A) This agreement shall be construed and interpreted in accordance with
the laws of the State of New York without giving effect to the conflict of laws
rules thereof or the actual domiciles of the parties.
(B) Except as amended hereby, the terms and provisions of the Agreement
shall remain in full force and effect, and the Agreement is in all respects
ratified and confirmed. On and after the date of this agreement, each reference
in the Agreement to the "Agreement", "hereinafter", "herein", "hereinafter",
"hereunder", "hereof", or words of like import shall mean and be a reference to
the Agreement as amended by this agreement.
(C) This agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which taken together shall
constitute a single Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date first stated above.
"EMPLOYEE"
By /s/ Xxxxx Xxxxxx May 19, 2006
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Xxxxx Xxxxxx Date
"COMPANY"
Medefile International, Inc.
By /s/ Xxxxxx Xxxxxx May 19, 2006
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Xxxxxx Xxxxxx Date
President
