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EXHIBIT 10.5
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
BETWEEN
XXXX X. XXXXX
AND
eVENTURES GROUP, INC.
This Amendment No. 1 to Employment Agreement (this
"Amendment") is made and entered into as of September 25, 2000, between
eVentures Group, Inc., a Delaware corporation (the "Company") and Xxxx X. Xxxxx
(the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of April 4, 2000 (the "Employment Agreement");
WHEREAS, the Company is undergoing an internal corporate
reorganization (the "Reorganization") that will consolidate the operations of
the Axistel Communications, Inc., e.Volve Technology Group, Inc. and Internet
Global Services, Inc. into one operating company subsidiary ("Opco") of the
Company;
WHEREAS, the Company and the Executive desire to modify and
clarify the Employee's position and duties within the Company and Opco;
WHEREAS, the capitalized terms used herein without definition
shall have the meaning assigned to such terms in the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and obligations hereinafter set forth, the parties agree as
follows:
1. Amendment to Section 2. Effective as of September 7, 2000
and upon notice by the Company to the Executive of the consummation of the
Reorganization:
2. the Executive will no longer serve as Senior Vice President
of the Company and will instead serve as Senior Vice President of Finance and
Corporate Development of the Company and Opco; and
(a) the first sentence of Section 2(a) of the Employment
Agreement is hereby deleted and replaced with the following:
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"Executive shall serve as Senior Vice President of Finance and
Corporate Development of the Company and Opco, reporting
directly to one of the executive officers named on Annex I to
the Amendment."
(b) Section 2(b) of the Employment Agreement is hereby deleted
and replaced in its entirety with the following:
"Executive shall be responsible for the corporate finance,
treasury, investor relations and acquisitions of and by the
Company and Opco and shall have such other duties and
authority, consistent with his position, as shall be assigned
to him from time to time by the Chief Financial Officer or the
Board of Directors of the Company."
3. Amendment to Exhibit A to the Employment Agreement.
Effective as of September 7, 2000 and upon notice by the Company to the
Executive of the consummation of the Reorganization:
4. the words "Senior Vice President" in Section (d)(i)(a) of
Exhibit A to the Employment Agreement are hereby deleted and replaced with
"Senior Vice President of Finance and Corporate Development"; and
(a) the words "Senior Vice President" in Section (d)(i)(b) of
Exhibit A to the Employment Agreement are hereby deleted and replaced with
"Senior Vice President of Finance and Corporate Development".
5. No Other Amendments. Except as expressly modified by this
Amendment, all terms and provisions of the Employment Agreement shall remain in
full force and effect.
6. Assignment. This Amendment shall not be assignable by
Executive. This Amendment shall be assignable by the Company only to an entity
which is owned, directly or indirectly, in whole or part by the Company or by
any successor to the Company or an acquirer of all or substantially all of the
assets of the Company or all or substantially all of the assets of a group of
subsidiaries and divisions of the Company, provided such entity or acquiror
promptly assumes all of the obligations hereunder of the Company in a writing
delivered to Executive and otherwise complies with the provisions hereof with
regard to such assumption. Upon such assignment, all references to the Company
herein shall be to such assignee.
7. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Texas without reference to
principles of conflict of laws.
8. Miscellaneous. The provisions of this Amendment shall
survive the termination of the Executive's employment with the Company. This
Amendment, together with the Employment Agreement, contain the entire agreement
of the parties relating to the subject matter hereof. This Amendment, together
with the Employment
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Agreement, supersede any prior written or oral agreements or understandings
between the parties relating to the subject matter hereof. No modification or
amendment of this Amendment shall be valid unless in writing and signed by or on
behalf of the parties hereto. A waiver of the breach of any term or condition of
this Amendment shall not be deemed to constitute a waiver of any subsequent
breach of the same or any other term or condition. This Amendment is intended to
be performed in accordance with, and only to the extent permitted by, all
applicable laws, ordinances, rules and regulations. If any provision of this
Amendment, or the application thereof to any person or circumstance, shall, for
any reason and to any extent, be held invalid or unenforceable, such invalidity
and unenforceability shall not affect the remaining provisions hereof and the
application of such provisions to other persons or circumstances, all of which
shall be enforced to the greatest extent permitted by law. The headings in this
Agreement are inserted for convenience of reference only and shall not be a part
of or control or affect the meaning of any provision hereof.
9. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first written above.
eVENTURES GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President and General Counsel
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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ANNEX I TO AMENDMENT
Xxxxxxx X. Xxxxxx
Xxxxxx X. XxXxxxxx
Xxxxxx X. Xxxxxx
