FIRST AMENDEMENT TO EMPLOYMENT AGREEMENT
COMES NOW, Xxxxxxxx Xxxxxx ("Employee") on one hand and FoneFriend, Inc.
("Company") on the other and for the First Amendment to the Employment Agreement
("Amendment") the parties hereto state as follows:
WHEREAS, the Company is traded on the XXX.XX under the symbol FFRD and is
registered under the Securities Exchange Act of 1934; and
WHEREAS, the Company has 11,306,361 shares of its Common Stock issued and
outstanding on a fully diluted basis; and
WHEREAS, the parties had entered a Employment Agreement dated November 21 of
2002. The Employment Agreement is attached and made apart hereof as Exhibit "A";
and
WHEREAS, the Company has failed to make the required payments of seven thousand
five hundred dollars ($7,500) per month since January 1st of 2003. Thus the
Company is presently eighty two thousand five hundred dollars ($82,500) in
arrears to the Employee; and
WHEREAS, the Employee has worked without pay since January 1st of 2003.
WHEREAS, the Company is in breach of the Employment Agreement; and
WHEREAS, the Company desires that the Employee continue working for the Company;
and
WHEREAS, the Employee and the Company agree to the additional compensation as
set forth below in order to remedy the breach and continue inure the benefit of
the Employee's services;
NOW, THEREFORE, the parties hereto agree to the Additional Compensation set
forth below:
ADDITIONAL COMPENSATION
1. Past Due Amount. The eighty two thousand five hundred dollars ($82,500)
which is due and owing to the Company shall be paid with 10% interest
within 12 months of the date of this Amendment.
2. Common Stock. The Employee shall receive an additional one million
(1,000,000) shares of FFRD Common Stock at a price of $.001 per share. Five
hundred thousand (500,000) shares shall be registered on a Form S-8
Registration Statement and five hundred thousand (500,000) shares shall be
restricted common stock without registration rights.
3. Anti-Dilution Clause. It is the intention of the parties that the Employee
not be diluted any lower than her current percentage (21.2%)(1) of the
capital stock of the Company during the term of her Employee Agreement,
which continues until November 20th, 2005.
_______________________________
(Footnote 1. The Employee currently owns 2,397,900 shares of FFRD Common Stock
(giving affect to her option to purchase 350,000 shares of Common
Stock, and before the additional issuance of Common Stock
granted herein) and there are currently 11,306,361 shares issued
and outstanding on a fully diluted basis.)
4. Adjusted Initial Stock Bonus. The Employee shall be entitled to receive
periodic increases of her initial stock bonus of the same class with
identical registration rights to the new issuances in the percentage set
forth above. This adjustment shall take place on the first day of each of
the Company's fiscal quarters and on the last day of her Employment
Agreement, whereby the Employee shall be entitled to purchase the
additional shares based upon the same terms and conditions as contained in
her initial stock bonus.
5. Board Approval. This Amendment has been approved by a vote of the
independent directors of the Company's Board.
6. Surviving Terms. All terms of the Employment Agreement excepting those in
direct conflict with this Amendment shall remain in full force and effect.
Dated as of the 22nd day of November, 2003 in witness hereof.
_____________________ _______________________
Xxxxxx X. Xxxxxxxx Xxxxxxxx Xxxxxx
FoneFriend, Inc. Employee
Director
_____________________
Xxxxxxxx Xxxxxxx
FoneFriend, Inc.
Director
ACKNOWLEDGMENT
--------------
STATE OF )
) ss.:
COUNTY OF )
On the __ day of December 2003, before me, the undersigned, a notary public in
and for said State, personally appeared _____________, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual executed the instrument.
/s/ Notary Public
------------------
Notary Public
