AVIATION DISTRIBUTORS, INC.
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT to the Employment Agreement dated July 16, 1997 (the
"Employment Agreement") by and between XXXX X. XXXXXX, a married man residing at
00000 Xxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 ("ASHTON"), and AVIATION
DISTRIBUTORS, INC., a Delaware corporation with offices at Xxx Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxxxxxx 00000 ("ADI") is made as of this 13th day of November, 1997
for the purpose of setting forth the agreement of the parties with respect to
certain amended terms of the Employment Agreement as follow:
1. The parties agree to amend Section 1.1 of the Employment Agreement to
read in full as follows: "Executive shall be employed by the Company in a
capacity as the Board of Directors may determine which is reasonable given his
employment experience and education, which may change from time to time, in
furtherance of the Company's business."
2. At the request of the Board of Directors of ADI, and acting in the
best interests of ADI and in the furtherance of the business of ADI, ASHTON
hereby resigns as the Vice President-Finance, Chief Financial Officer, and a
member of the Board of Directors of ADI, and ADI hereby accepts such
resignation. ASHTON's status as an employee of ADI remains unchanged, and his
resignation does not prejudice any rights under the Employment Agreement.
3. The parties acknowledge that ASHTON has been placed on a paid leave of
absence by ADI and agree that the paid leave of absence will continue until
December 31, 1997 or the completion of an audit of ADI's financial statement for
the nine months ended September 30, 1997, whichever is later. ASHTON will
remain an employee in good standing of ADI during the leave of absence, and the
leave of absence will not prejudice any rights under the Employment Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement at Irvine, California on the date first written above.
AVIATION DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx,
Secretary
/s/ XXXX X. XXXXXX
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XXXX X. XXXXXX