AMENDMENT NUMBER ONE
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NUMBER ONE (hereinafter, this "Amendment"), made and
entered into in the City of Reston, Virginia this 21st of January, 1993, renews
and amends the EMPLOYMENT AGREEMENT made and entered into on the 28th day of
February, 1991 (hereinafter, the "Agreement"), by and between American
Utilicraft Corporation (hereinafter, the "Corporation"), and Xxxx X. Xxxxxx
(hereinafter, "Dupont"), pursuant to paragraph 20 of the Agreement, in the
following respects:
WITNESSETH:
1. The term of the Agreement, set forth in paragraph 2 thereof, is
renewed for a six (6) year period, that is until February 28, 1999, unless
sooner terminated as provided in the Agreement.
2. The following new paragraphs 5.1 and 5.2 are added to the Agreement:
"5.1 The Corporation agrees to pay Dupont commissions on the
sale of FF-1080 aircraft, and derivative aircraft, on the following bases:
(a) For aircraft sold by the Corporation or its
partner or partners in the international joint venture contemplated by the
Corporation's eight year business plan, Dupont shall be paid 40% of the
commissions paid to the Corporation by the international joint venture company
in accordance with the terms of the international joint venture arrangement.
(b) in the event that the international joint venture
contemplated by the Corporation's eight year business plan is not formed, Dupont
shall be paid two percent (2%) of the gross sale price of aircraft, including
optional equipment, sold and delivered by the Corporation.
(c) Payments of the commissions payable to Dupont
under paragraph (a) above shall be made on the first (1st) working day of the
month following the month in which the commission on such aircraft sales has
been paid to the Corporation by the international joint venture company
regardless of whether or not this Agreement is then in effect.
(d) Payments of the commissions payable to Dupont
under paragraph (b) above shall be made on the first (1st) working day of the
month following the month in which aircraft deliveries are made and final
payment on such deliveries has been received by the Corporation regardless of
whether or not this Agreement is then in effect."
"5.2 The Corporation agrees that on the first working day of
the month following the date on which the major start-up financing of the
Corporation is achieved, the Corporation shall lend Dupont a sum of money no
greater than Five Hundred Thousand Dollars ($500,000) on the following terms:
(a) The amount of the loan, not to exceed Five
Hundred Thousand Dollars ($500,000), shall be as determined in writing by Dupont
on the date of the loan.
(b) The total amount of the loan shall be disbursed
on the date of the loan directly to third parties by the Corporation in the
amounts and to the parties directed in writing by Dupont.
(c) The total amount of the loan shall be repaid,
without interest, by Dupont from and at the rate of fifty percent (50%) of the
first commissions paid to Dupont on the sale of aircraft pursuant to paragraph
5.1 above.
(d) This paragraph 5.2 is understood to be the legal
and binding statement of the terms of the loan and no additional documentation
pertaining to the loan shall be executed by the parties to this Agreement."
3. This Amendment consists of two (2) pages, including this signature
page.
IN WITNESS WHEREOF, the Corporation has hereunto signed its name by its
Corporate Secretary, for the Board of Directors, and Xxxxxx has signed his name,
all as of the day and year first above written.
AMERICAN UTILICRAFT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Xx.
Corporate Secretary
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
