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EXHIBIT 10.23
BROOKE GROUP LTD.
000 X.X. XXXXXX XXXXXX, 00XX XXXXX
XXXXX, XXXXXXX 00000
January 1, 1998
Xx. Xxxxxx X. Xxxxxx
000 X.X. Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxx:
This letter sets forth the first amendment to the Amended and Restated
Consulting Agreement (the "Agreement") dated as of January 1, 1996, between
Brooke Group Ltd. and you.
1. The Agreement is amended by deleting the date "December 31, 1996"
in Section 1 thereof and replacing it with the date "December 31, 1999".
2. The Agreement is amended by inserting the following at the end of
Section 4 thereof:
In addition to the foregoing, commencing January 1,
1998, BGL shall pay Consultant an additional bonus on or prior
to April 1st in each year during the term of this Agreement.
The additional bonus shall be in an amount equal to the
amount, if any, necessary to reimburse Consultant, on an
after-tax basis, for all applicable federal, state and self
employment taxes actually incurred by Consultant as a result
of the grant or vesting of any award of Common Stock or
options to acquire Common Stock during the prior calendar
year.
3. This letter agreement constitutes an amendment to and a
modification of the Agreement and shall for all purposes be considered a part of
the Agreement. Except as amended hereby, the Agreement is confirmed and ratified
in all respects and shall remain in full force and effect.
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Xx. Xxxxxx X. Xxxxxx
January 1, 1998
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Please indicate your agreement with the foregoing by countersigning two
copies of this letter agreement in the space provided below and returning one of
such copies to us.
Very truly yours,
BROOKE GROUP LTD.
By: /s/ Xxxxxxx X. XxXxx
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Xxxxxxx X. XxXxx
Chairman, President and
Chief Executive Officer
AGREED TO AND ACCEPTED:
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
