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[MBf USA, Inc. Letterhead]
EX-10.45
AMENDMENTS TO EMPLOYMENT AGREEMENT
AGREEMENT made as of the 1st day of June, 1995 between MBf USA, a
Delaware corporation, having an office at 000 Xxxx Xxxxxxxxx, Xxxxxx, XX 00000
(the "Corporation") and XXXXXX X. XXXXXXX residing at 0000 Xxxxx Xxxx Xxxxx
Xxxxx, Xxx. 00X, Xxxxxxx, XX 00000 (the "Executive").
WITNESSETH:
WHEREAS, the Corporation and the Executive entered into an
Employment Agreement dated April 1, 1994 pursuant to which the Executive was
employed as the President, American Health Products Corporation, a wholly-owned
subsidiary of MBf USA ("Prior Employment Agreement"); and
WHEREAS, the Corporation now desires to employ the Executive as its
President and the Executive desires to be employed by the Corporation in that
capacity; whilst also retaining the position as President, American Health
Products Corporation; and
WHEREAS, the Prior Employment Agreement remains in effect except the
following paragraphs which replace same numbered paragraphs found in Prior
Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises and covenants contained herein, the parties agree to the
following paragraphs to be substituted and therefore is amended as herein
provided.
2. COMPENSATION.
Base Salary. The Corporation shall pay executive for all of his duties
and services a base salary at the annual rate of ONE HUNDRED FIFTY THOUSAND
DOLLARS ($150,000), effective as of June 1, 1995, which shall be payable in
equal monthly installments or other installments in accordance with the general
practice of the Corporation (the "Base Salary").
12. Term: Termination.
(a) the term of this Agreement shall commence on the date hereof and
shall continue in full force and effect for a period of twelve (12) months, and
until terminated as provided herein, and shall thereafter be automatically
renewed from year to year (each a "renewal term") unless and until terminated in
accordance with section 12(b) below.
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[MBf USA, INC. LETTERHEAD]
Continuation
21. Governing Law.
This Agreement constitutes the entire agreement between the parties and
shall be governed by and construed in accordance with the laws of the State of
Illinois applicable to agreements made and to be performed solely within such
State.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
MBf USA, INC.
By: /s/ LOI HEN SEWN
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LOI HEN SEWN XXXXXX X. XXXXXXX
CHAIRMAN EXECUTIVE
