BARRISTER GLOBAL SERVICES NETWORK, INC.
EXHIBIT 10.9
AMENDMENT
TO
EMPLOYMENT AGREEMENT
The Employment Agreement effective as of July 15, 2002 by and between Xxxx X.
Xxxxxx, III ("Employee") and Barrister Global Services Network, Inc.
("Barrister"), is hereby amended as follows:
VIII. Section 2 Duties and Responsibilities shall be deleted and
replaced with the following:
2. Duties and Responsibilities. Employee shall perform all
duties incident to the position of Senior Vice President and
Chief Operating Officer of Barrister as well as any other
duties consistent with such position that may from time to
time be assigned by the Board of Directors of Barrister or its
designee (the "Board of Directors"), and agrees to abide by
all By-laws, policies, practices, procedures or rules of
Barrister. Employee may be reassigned or transferred to
another management position, as designated by the Board of
Directors of Barrister, which may or may not provide the same
level of responsibility as the initial assignment, in
accordance with the terms and conditions of this Agreement but
which will never be less than an officer of Barrister
reporting to the Chief Executive Officer and/or Board of
Directors of Barrister. Employee agrees to establish a
residence in the Buffalo, New York area by March 31, 2003.
Employee agrees, as an executive, that during the term of this
Agreement, he shall devote his full business time and
attention exclusively to the business and affairs of
Barrister, and shall use his best efforts, skills, and ability
to promote the business of Barrister and perform for Barrister
such duties as are customarily performed by a management or
executive employee having responsibility in such areas.
Employee shall have such power and authority as shall
reasonably be required to enable him to perform his duties
hereunder in an efficient manner; provided that in the
exercising of such power and authority and the performance of
such duties, he shall at all times be subject to the
supervision and direction of the President and Chief Executive
Officer and/or the Board of Directors of Barrister. The Board
of Directors shall have the right from time to time, to assign
to the Employee additional duties and responsibilities and to
delegate to other employees of Barrister duties and
responsibilities normally discharged by the Employee. All such
assignments and delegations of duties and responsibilities
shall be made in good faith and shall not materially affect
the general executive character of the work to be performed by
the Employee.
IX. Section 3 Remuneration, paragraph (a) shall be amended,
effective January 20, 2003, to increase the Base Salary to
$147,680.
X. Section 3 Remuneration paragraph (c), the following sentence
shall be inserted immediately following the 1st sentence:
Employee will also be entitled to reimbursement for reasonable
relocation expenses incurred through March 31, 2003 in
accordance with Barrister's Relocation Policy for establishing
a Buffalo residence.
XI. Section 6, paragraph (a) Termination of Employment by
Barrister, 3rd sentence, delete "failure to generate a profit
for the Barrister Advantage Services Division for two (2)
consecutive quarters".
XII. Section 6, paragraph (b) Termination of Employment by
Employee, 2nd paragraph shall be deleted and replaced with the
following:
Employee may terminate this Agreement with Good Reason. As
used herein, "Good Reason" shall mean any breach by Barrister
of this Agreement that continues for a period of 30 days after
written notice thereof is given by Employee to Barrister. If
Employee terminates his employment for Good Reason, Barrister
shall nevertheless continue to pay Employee's salary and
provide Employee benefits as if he remained employed through
July 31, 2004. If, for other than Good Reason, Employee
terminates this Agreement within twelve (12) months of the
effective date of Employee's relocation, Employee shall
reimburse Barrister for all costs of relocation reimbursed to
Employee by Barrister pursuant to Barrister's Relocation
Policy.
All other terms and conditions of the original agreement shall remain in full
force and effect.
This Amendment shall be effective January 1, 2003, except as otherwise noted
herein.
In Witness Whereof, the parties hereto have executed this Amendment on this 31st
day of January, 2003.
BARRISTER GLOBAL SERVICES NETWORK, INC.
BY: /s/ Xxxxxxx X. Xxxx /s/ Xxxx X. Xxxxxx
-------------------- ------------------
Xxxxxxx X. Xxxx Xxxx X. Xxxxxx, III President and
Chief Executive Officer
STATE OF LOUISIANA
PARISH OF ORLEANS
On the ________ day of _________________, in the year 2002, before me,
the undersigned, personally appeared _________________________________________,
personally known to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their capacity
(ies), and that by his/her/their signature(s) on the instrument, on the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
___________________________________
Notary Public
STATE OF NEW YORK
COUNTY OF ERIE
On the ________ day of _________________, in the year 2002, before me,
the undersigned, personally appeared _________________________________________,
personally known to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their capacity
(ies), and that by his/her/their signature(s) on the instrument, on the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.
___________________________________
Notary Public
BARRISTER GLOBAL SERVICES NETWORK, INC.
EXHIBIT NO. 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Barrister Global Services Network, Inc.
We consent to the incorporation by reference in the Registration Statements
(Nos. 33-8749 and 333-89947) of Barrister Global Services Network, Inc. on Form
S-8 of our report dated June 3, 2003, appearing in this Annual Report on Form
10-K of Barrister Global Services Network, Inc. for the year ended March 31,
2003.
DELOITTE & TOUCHE LLP
Buffalo, New York
June 24, 2003
EXHIBIT 99
BARRISTER GLOBAL SERVICES NETWORKS, INC.
CERTIFICATION
PURSUANT TO 18 U. S. C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE XXXXXXXX-XXXXX ACT OF 2002
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Xxxxxxxx-Xxxxx Act of 2002, each of the undersigned officers
of Barrister Global Services Network, Inc. (the "Company"), does hereby certify,
to such officer's knowledge, that:
The Annual Report on Form 10-K for the year ending March 31,
2003 (the "Form 10-K") of the Company fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the
information contained in the Form 10-K fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: June 24, 2003 By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Xxxxxxx X. Xxxx
President and
Chief Executive Officer
Date: June 24, 2003 By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
Senior Vice President, Finance
(Principal Financial Officer)
