FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
▇▇▇▇▇▇ CAPITAL CORP.
AND
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
The Executive Employment Agreement ("Agreement") made and entered into as of
November 15, 2004, by and between ▇▇▇▇▇▇ CAPITAL CORP. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a Nevada Corporation ("▇▇▇▇▇▇") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("Executive") is hereby amended ("the first amendment") as follows:
RECITALS
WHEREAS, ▇▇▇▇▇▇ wishes to amend Executive's Agreement, and
WHEREAS, ▇▇▇▇▇▇ wishes to reward Executive for his valuable, dedicated
service to ▇▇▇▇▇▇, and
WHEREAS, this amendment shall supercede and govern the Executive
Employment Agreement of November 15, 2004 with respect to Base Compensation,
NOW, THEREFORE, ▇▇▇▇▇▇ and Executive hereto covenant and agree as follows:
1. RECITALS. The above recitals are true and correct and fully
incorporated herein and form an integral part of this amendment.
2. BASE COMPENSATION. Section 4.1 of the Agreement is hereby amended to
read, "For all services rendered during the term of this Agreement by the
Executive to ▇▇▇▇▇▇, the Executive shall receive Base Compensation of two
hundred thousand dollars (US $200,000.00) per annum ("Base Compensation").
▇▇▇▇▇▇ shall pay Executive the Base Compensation in twenty-six (26) equal
bi-weekly payments commencing on May 9, 2005. The Base Compensation shall
increase to two hundred fifty thousand dollars (US $250,000.00) per annum when
▇▇▇▇▇▇'▇ Net Revenues, as defined in Section 4.1(a) of the Agreement, exceeds
fifteen million dollars (US $15,000,000.00) on an annualized basis for three
full consecutive months. In the event Net Revenues declines below fifteen
million dollars (US $15,000,000.00) on an annualized basis for three consecutive
months, the Executive's Base Compensation will be reduced to two hundred
thousand dollars (US $200,000.00), plus residual annual increases as a
percentage of Base Compensation, until which time as Net Revenue again on an
annualized basis reach fifteen million dollars (US $15,000,000.00) for three
consecutive months, after which Executive will be entitled to receive Base
Compensation of two hundred fifty thousand dollars (US $250,000.00) per annum,
plus residual annual increases. Determination of fifteen million dollars (US
$15,000,000.00) annualized Net Revenues for three consecutive months shall be at
the sole discretion of the Board of Directors of ▇▇▇▇▇▇.
The effective Base Compensation will remain in effect until the first
anniversary date of this Agreement after which it will increase annually at the
greater of (1) a rate determined by the Board of Directors of ▇▇▇▇▇▇ or (2) a
rate of no less than five percent (5 %) per annum of the then current Base
Compensation.
(a) Definition of Net Revenues. For purposes of this agreement Net
Revenues shall mean the consolidated gross sales value from
all products, services, royalty agreements, patent agreement,
license agreements, trademark agreements, management service
agreements and all other sources of revenue as defined by
generally accepted accounting principals from ▇▇▇▇▇▇ and its
affiliates, subsidiaries, and all other legal entities to
which ▇▇▇▇▇▇ has an equity interest LESS any discounts,
allowances, returns and all other sources of deductions from
revenue as defined by generally accepted accounting
principals.
3. NOTICES. Section 9B is amended to read: If to ▇▇▇▇▇▇, then to:
▇▇▇▇▇▇ Capital Corp.
▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
4. ENTIRE UNDERSTANDING; AMENDMENT. This amendment supercedes the
Agreement as it relates to sections 4.1 and 9B of the Agreement and contains the
entire understanding between the parties relating to the employment of the
Executive with respect to Base Compensation by ▇▇▇▇▇▇. It may not change orally
but only by an agreement in writing signed by the party or parties against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ has caused this Amendment to be executed by its
duly authorized officer, and Executive has hereunto subscribed his name, all as
of May 16, 2005.
In the presence of: EXECUTIVE
-------------------------- -------------------------------------------
Name:
▇▇▇▇▇▇ CAPITAL CORP.
--------------------------
Name: -------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President & Chief Executive Officer
