AMENDMENT TO EMPLOYMENT AGREEMENT
WHEREAS, InfoSearch Media, Inc., a Delaware corporation, with its
principal place of business located at 0000 Xxx Xxx Xxxxxx, Xxxxxx Xxx Xxx,
Xxxxxxxxxx 00000 its affiliates, subsidiaries, successors and assigns (the
"Company"), and Xxxxx Xxxxxx, an individual residing at 0000 Xxxxxxxxx Xxxx,
Xxxxxxx, Xxxx 00000 (the "Executive") are parties to an Employment Agreement
(the "Agreement") dated December 29, 2004 and effective as of December 31, 2004
which is incorporated herein by reference, and a copy of which is attached
hereto as Exhibit A, pursuant to which the Executive was employed by the Company
to hold the position of President and Chairman and pursuant to such served in
the capacity as President and Chief Executive Officer from the Effective Date
through the date hereof;
WHEREAS, it is the desire of the Company and the Executive that the
Executive assume the duties and responsibilities of Chief Strategy Officer and
to relinquish his duties as President and Chief Executive Officer; and
WHEREAS, the Company and the Executive have agreed to memorialize such
assumption and relinquishment in this written amendment to the Agreement (the
"Amendment").
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, and other good and valuable consideration,
the receipt and sufficiency of which the parties hereby acknowledge, the parties
hereby agree to amend the Agreement as follows:
1. Definitions. Unless otherwise defined herein, all capitalized terms and
phrases used in this Amendment shall have their meanings as defined in the
Agreement.
2. Effective Date. The parties intend that this Amendment shall apply
retroactively to December 31, 2004 (the "Effective Date"), such that the above
language shall be deemed to have been included in the Agreement as of that date.
3. Amended Sections of Agreement.
(a) Section 1 of the Agreement is hereby replaced in its entirety as
follows:
"Employment Period. As of the Effective Date, the Company
shall employ the Executive, and the Executive agrees to be employed
by Company in the positions of Chief Strategy Officer and Director
in accordance with the terms and subject to the conditions of this
Agreement, commencing on the Effective Date and terminating on
December 31, 2006 (the "Scheduled Termination Date"), unless
terminated in accordance with the provisions of paragraph 12 below,
in which case the provisions of paragraph 12 shall control (the
"Term"). Upon expiration of the Term and thereafter, the Term shall
automatically renew itself and continue in full force and effect
from year to year unless written notice of election not to renew, or
written notice of election to modify any provision of this
Agreement, is given by one party, and received by the other not
later than sixty (60) days prior to the expiration of this Agreement
or any extension hereto.
The Executive affirms that, except as otherwise set forth herein, no
obligation exists between the Executive and any other entity which would prevent
or impede the Executive's immediate and full performance of every obligation of
this Agreement."
(b) Section 2 of the Agreement is hereby replaced in its entirety as
follows:
"Position and Duties. During the Term of the Executive's
employment hereunder, the Executive shall continue to serve in, and
assume duties and responsibilities consistent with, the position of
Chief Strategy Officer, unless and until otherwise instructed by the
Company, and shall also serve as a member of the Company's Board of
Directors. The Executive agrees to devote his working time, as set
forth in Paragraph 5 hereof, utilizing his skill, energy and best
business efforts on behalf of the Company. Notwithstanding anything
to the contrary contained herein, upon written notice to the Board
of Directors the Executive may hold officer and non-executive
director positions (or the equivalent position) in or at other
entities not inconsistent with the best interests of the Company so
long as the Board of Directors has not provided Executive written
notice that it has determined that such activities will interfere
with his ability to perform his duties and responsibilities
hereunder"
(c) Section 5 of the Agreement is hereby replaced in its entirety as
follows:
"Location. The locus of the Executive's employment with the
Company shall be the Executive's home office located in the vicinity
of Cleveland, Ohio. The Executive shall be required to spend the
amount of time at the Company's office located in Marinia Del Rey,
California as is reasonably necessary to effectively fulfill his
duties as Chief Strategy Officer."
4. Other Sections of Agreement Reaffirmed. All of the other sections of
the Agreement remain unchanged and are hereby ratified and reaffirmed as of the
date hereof and shall remain in full force and effect.
5. Additional Sections. The following sections are hereby added to the
Agreement in their entirety as follows:
(a) Subsequent Financing Transaction. The Company agrees to use its
best efforts to include a minimum of 1,000,000 shares of the common stock, par
value $0.001 per share, of the Company (the "Common Stock") held by the
Executive in any subsequent financing transaction undertaken by the Company.
(b) Registration Rights. If the Company shall determine to register
any of its securities, for its own account or for the account of others, other
than a registration relating solely to employee benefit plans or securities
issued or issuable to employees or consultants on Form S-8, the Company shall
include all of the shares of Common Stock held by the Executive (the
"Executive's Equity Interests") in such registration statement, subject to
customary underwriter cutback in the event of an underwritten offering. In the
event that the Company does not determine to register any of its securities or
the Executive's Equity Interests are not included in an effective registration
statement filed by the Company within twelve (12) months of the date hereof, the
Executive shall have the right to make a written demand of the Company requiring
that the Company file a registration statement on Form S-1, or such other
equivalent form, registering for resale all of the Executive's Equity Interests
within sixty (60) days of the date of such written demand by the Executive.
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(c) Lock Up Agreement. In consideration of the registration rights
provided to the Executive herein, the Executive agrees to enter into a customary
lock-up agreement for a period of twelve (12) months.
(d) Severability. Should any term or provision of this Amendment be
finally determined by a court of competent jurisdiction to be void, invalid,
unenforceable or contrary to law or equity, the offending term shall be modified
and limited (or if strictly necessary, deleted) only to the extent required to
conform to the requirements of law and the remainder of this Amendment (or, as
the case may be, the application of such provisions to other circumstances)
shall not be affected thereby but rather shall be enforced to the greatest
extent permitted by law.
[SIGNATURE PAGE FOLLOWS]
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BY HIS EXEUCTION BELOW, THE EXECUTIVE ACKNOWLEDGES AND STATES THAT HE HAS FREELY
AND VOLUNTARILY ENTERED INTO THIS AMENDMENT AND THAT HE HAS READ AND UNDERSTOOD
EACH AND EVERY PROVISION THEREOF.
UNDERSTOOD, AGREED, AND ACCEPTED:
EXECUTIVE COMPANY
Xxxxx Xxxxxx InfoSearch Media, Inc.
---------------------------------- By:
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Date: Name:
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Title:
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Date:
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