SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This amendment shall change and amend that certain Executive Employment
Agreement between World's Fare Inc., now FutureOne, Inc., a Nevada corporation
and Earl J. Cook, dated July 27, 1998 and effective July 26, 1998 (the "Original
Agreement"), as amended by the First Amendment to Executive Employment Agreement
dated May 14, 1999 (the "Amendment" and, together with the Original Agreement,
the "Employment Agreement").
1) The parties agree that Section 1 of the Employment Agreement shall be deleted
in its entirety and changed to read as follows, effective as of November 23,
1999:
1. "EMPLOYMENT DUTIES. The Company hereby employs Employee to perform the
following duties as the President and Chief Executive Officer of the
Company.
a. Carry out all of the functions as President and Chief Executive
Officer as defined in the By-laws of the Company and as established by
the Board of Directors from time to time".
2) The parties agree that Section 4a of the Employment Agreement shall be
deleted in its entirety and changed to read as follows, effective as of December
1, 1999:
a. "ANNUAL SALARY. In consideration for the services to be rendered by
Employee in his capacity hereunder, the Company agrees to pay Employee
an initial annual salary of One Hundred Eighty Thousand & 00/100
dollars ($180,000.00)."
3) The parties agree that section 4c of the Employment Agreement shall be
deleted in its entirety and changed to read as follows effective as of December
1, 1999:
c. "Employee shall be eligible to receive management bonuses as defined
below.
1. Profits Bonus -Employee shall be paid a bonus equal to 2% of the
net profits derived from operations, excluding any other
adjustments to income that are not associated with "Net Profit
from Operations" as defined on the Company's "Consolidated
Statement of Operations" for the year. Such profit shall be
calculated based on the audited financial statements of the
Company for the year ending September 30. each year The year
shall be defined as the 12 month period, ending September 30,
beginning with the year ending September 30, 2000.
The bonus shall be paid in cash within 30 days after the amount
of the bonus is determined.
1
<PAGE>
2. Transaction Bonus - In the event the Company closes a public
offering, private placement, or sale or merger of the Company,
during the term of this Agreement, in a cumulative amount
exceeding $10 million, Employee shall receive a bonus equal to 1%
of the transaction.
The bonus shall be paid in cash within 30 days of the closing of
the transaction and/or receipt of funds or compensation by the
Company."
4) The parties agree that Section 7f shall be deleted in its entirety, effective
as of November 23, 1999.
These are the only changes to the Employment Agreement and all other terms and
conditions of the Employment Agreement shall remain in full force and effect.
Agreed as of the 18th day of February, 2000.
FutureOne, Inc. Employee
(Formerly World's Fare, Inc.)
By
-------------------------------- -----------------------------------
Vice President
2
