DEFERRED COMPENSATION AGREEMENT
AGREEMENT made and entered into as of this 4th day of February, 2000,
between Americom Networks International, Inc., a Delaware corporation (the
"Corporation") having an address at 17 State Street, 5th Floor New York, New
York 10004 and Dominick Zappia (the "Executive"), residing at 61 Burton Avenue,
Plainview, NY 11803.
W I T N E S S E T H:
WHEREAS, Executive is presently employed by the Corporation; and
WHEREAS, the Corporation has accrued the Executive's salary for the period
commencing January 1, 2000 through October 31, 2000.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree with each other as follows:
1. Term of Employment. The Corporation agrees to pay to Executive the
Executive's accrued salary from January 1, 2000 through October 31, 2000
in the amount of $40,000 upon the consummation of a private placement or
equity financing of the Corporation's securities which results in gross
proceeds of at least $1,000,000.
2. Effect of Waiver. The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.
3. Notices. Any notice permitted, required, or given hereunder shall be in
writing and shall be personally delivered; or delivered by any prepaid
overnight courier delivery service then in
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general use; or mailed, registered or certified mail, return receipt
requested, to the addresses designated herein or at such other address as
may be designated by notice given hereunder:
If to: Dominick Zappia
61 Burton Avenue
Plainview, NY 11803
If to: Americom Networks International, Inc.
17 State Street
New York, New York 10004
Delivery shall be deemed made when actually delivered, or if mailed, three
days after delivery to a United States Post Office.
4. Assignment. Executive shall not be entitled to assign his rights, duties
or obligations under this Agreement.
5. Amendments. The terms and provisions of this Agreement may be amended or
modified only by a written instrument executed by the party to be charged
by such amendment or modification.
6. Governing Law. The terms and provisions herein contained and all the
disputes or claims relating to this Agreement shall be governed by,
interpreted and construed in accordance with the internal laws of the
State of New York, without reference to its conflict of laws principles.
7. Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the
scope or substance of any section of this
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Agreement.
8. Merger and Severability. This Agreement shall constitute the entire
Agreement between the Corporation and Executive with respect to the
subject matter hereof. The invalidity or unenforceability of any provision
hereof shall in no way affect the validity or enforceability of any other
provision.
9. Counterparts; Facsimile. This Agreement may be executed by facsimile and
in two (2) or more counterparts, each of which shall be deemed an original
and all of which together shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures the
day and year first above written.
AMERICOM NETWORKS
INTERNATIONAL, INC.
By:
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Name:
Title:
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Dominick Zappia
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