_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 9,
1997
DYNAMICWEB ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-10039 22-2267658
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
271 Route 46 West, Building F,
Suite 209, Fairfield, New Jersey 07004
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code (973) 244-1000
N/A
(Former name or former address, if changed since last report.)
_________________________________________________________________
_________________________________________________________________
<PAGE>
Item 5. Other Events.
On August 26, 1997, the Company hired James D. Conners to
become the President of the Company, and entered into an
Employment Agreement with Mr. Conners.
Steven L. Vanechanos, Jr., formerly President and Chief
Executive Officer, will continue to serve as Chief Executive
Officer of the Company.
On September 5, 1997, Software Associates, Inc., a
wholly-owned subsidiary of the Company, amended its Lease
Agreement dated July 1, 1994, relating to its leased space in
Fairfield, New Jersey.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibits are filed herewith:
1. Employment Agreement dated August 26, 1997
between DynamicWeb Enterprises, Inc. and
James D. Conners.
2. Press Release regarding hiring of James D.
Conners.
3. Amendment No. 1 to Lease Agreement dated
September 5, 1997 between Software Associates,
Inc. and The Mask Group.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
DYNAMICWEB ENTERPRISES, INC.
Dated: September 9, 1997
By/s/ Steven L. Vanechanos Jr.
Steven L. Vanechanos, Jr.
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number
1. Employment Agreement dated August 16,
1997 between DynamicWeb Enterprises,
Inc. and James D. Conners.
2. Press Release regarding hiring of
James D. Conners.
3. Amendment No. 1 to Lease Agreement dated
September 5, 1997 between Software
Associates, Inc. and The Mask Group.
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") dated as of August 26,
1997, between James Conners, residing at _____________________
("Employee"), and DynamicWeb Enterprises, Inc., a corporation
having its offices at 271 Route 46 West, Building F, Suite 209,
Fairfield, New Jersey ("the Company").
WHEREAS, the parties hereto desire to enter into this
Agreement in order to set forth the terms pursuant to which the
Company will employ the Employee and the Employee will serve as
employee of the Company.
NOW THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, the parties hereto, intending
to be legally bound, agree as follows:
1. CONDITIONS PRECEDENT
This Agreement shall be contingent upon and shall not take
effect until it and the terms contained herein are ratified and
approved by Company's Board of Directors.
2. TERM
The employment of Employee shall be for a period of three
(3) years commencing on the date that the Company's Board of
Director approves and ratifies this fully-executed Agreement
("Employment Period"). Upon the expiration of the Employment
Period, the term shall be automatically renewed from year to year
for a period of one (1) year ("Renewal Period" or "Employment
Period"), unless either the Company or the Employee gives the
other party ninety (90) days notice before the expiration of the
Employment Period or any Renewal Period that it elects to
terminate this Agreement.
3. POSITION AND DUTIES
Employee shall serve as President of the Company reporting
to the Chief Executive Officer. Employee shall fulfill such
general management duties and responsibilities as are consistent
with the position of President, and as are assigned to him from
time to time by the Chief Executive Officer. In his capacity as
President, the Employee shall endeavor to, and shall be given all
necessary support (including financial and administrative
support) by the Company to: (1) provide strategic planning and
direction for the Company; (2) oversee all Company departments
(except R&D); (3) recruit personnel for all departments; (4)
actively promote securities offerings; and (5) outreach to
network of contacts. Employee shall use his best efforts to
advance the best interests of the Company and perform his duties
hereunder diligently, faithfully and in accordance with his
highest professional standards and, more particularly, the
standards as outlined in the attached memorandum made part hereof
as Exhibit A. The Employee shall devote his entire working time,
attention and energies to the business of the Company and shall
assume and perform such further reasonable responsibilities and
duties as may be assigned from time to time.
4. AGREEMENT TO ABIDE BY POST-EMPLOYMENT TERMS OF STERLING
COMMERCE EMPLOYEE AGREEMENT
Employee agrees to abide by the surviving restrictions and
limitations contained in the Sterling Commerce Employee Agreement
("Sterling Agreement") and acknowledges receipt of certain
correspondence from the Company relating to same, which was dated
August 5, 1997 and which is attached hereto and made part hereof
as Exhibit B.
5. COMPENSATION AND BENEFITS
A. Base Salary
As compensation for the Employee's services hereunder during
the Employment Period, the Company shall pay the Employee a base
salary at the annual rate of One Hundred Sixty Thousand Dollars
($160,000) ("Base Salary") throughout the Employment Period. Any
Base Salary payable hereunder shall be paid in regular intervals
in accordance with the Company's payroll practices, but no less
frequently than twice each month.
B. Incentive Compensation
Employee shall be eligible to participate in any incentive
compensation plan that may hereafter be adopted by the Company
for its executives and key management employees.
C. Stock Options
Employee shall be eligible to participate in any Employee
Stock Option Plan presently in existence or that may hereafter be
adopted by the Company on the same terms and conditions as other
executive or key management personnel, provided, however, that
Employee may purchase the noted amount of common stock over the
course of the Employment Period in accordance with the following
schedule: 400,000 shares over three (3) years (175,000 in Year 1;
125,000 in Year 2; and 100,000 in Year 3) vesting at the end of
each year at a price of $1.00 per share.
D. Medical Benefits and Insurance
(a) Employee shall be eligible for sick leave, life,
major medical, hospitalization, dental and disability insurance
on the same terms and conditions as such benefits are provided
for or made available to other executive or key management
personnel.
(b) The Company shall pay the premiums on a term life
insurance policy written by an insurer which agrees to pay the
principal amount of $150,000 in the event of Employee's death
during the Employment Period. Selection of the insurer and the
terms of the policy shall be at the sole discretion of the
Company. Employee shall have no ownership interest in the
policy, but shall have the right to assign the benefits under the
policy. The Company shall have no obligation beyond payment of
premiums. Upon termination of employment and providing the
policy so permits, Employee may continue coverage at Employee's
expense.
E. Commuting Expenses
During the Employment Period, the Company agrees to
reimburse Employee for one weekly plane trip to Ohio/Michigan,
provided that the airline ticket must be purchased at least seven
(7) days in advance and must include a Saturday overnight stay.
F. Housing
During the Employment Period, the Employee shall be provided
with use of living accommodations in New Jersey in a rental home
or apartment of the Employee's choice at a monthly rent of up to
One Thousand Dollars ($1000.00). During the period of use of the
housing and unless included within the cost of the rent, the
Employee shall be responsible to pay all utilities, including
heat, electricity and water.
G. Automobile
During the Employment Period, the Employee shall be provided
with the use of a leased automobile with a leased value of up to
Five Hundred Dollars ($500.00) per month. During the period of
use of the automobile, the Employee shall be responsible to pay
all maintenance and operating expenses of the automobile and to
maintain automobile insurance covering liability, collision and
property damage.
H. Employee Pension Plan
Employee shall be eligible to participate in any Employee
Pension Plan that may hereafter be adopted by the Company for its
executives and key management personnel.
6. TERMINATION
(a) The Company shall have the right during the Employment
Period to terminate the employment of Employee for Cause, which
for purposes of this Agreement shall mean:
(i) Employee's death;
(ii) Employee's legal incapacity if, as a result of
the Employee's incapacity due to physical or mental illness or
injury, the Employee shall have been unable to perform adequately
his duties as herein provided for one-hundred and eighty (180)
consecutive days in any twelve (12) month period;
(iii) Employee's conviction of, or plea of nolo
contendere, to a felony or crime involving moral turpitude;
(iv) Employee's commission of an act of personal
dishonesty or breach of fiduciary duty involving personal profit
in connection with Employee's employment by the Company;
(v) Employee's commission of an act which the Board of
Directors by a vote of at least two-thirds (2/3) of all the
directors shall have found in good faith to have involved
willful misconduct or gross negligence on the part of the
Employee in the conduct of his duties hereunder;
(vi) Employee's breach of his material obligations
under the Agreement ("Material Breach");
(vii) Employee's failure to abide by the post-
employment limitations, restrictions and prohibitions contained
in the Sterling Agreement; or
(viii) Habitual absenteeism, chronic alcoholism or any
other form of addiction on the part of the Employee that prevents
him from performing the essential functions of his position with
or without a reasonable accommodation.
(b) If the employment of the Employee is terminated for
cause, all rights of the Employee under this Agreement shall
cease as of the effective date of the termination, and except as
expressly provided herein or as may be provided under any
employee benefit plan, Employee shall not be entitled to any
additional compensation, bonus, perquisites, or benefits, except
those required to be paid under federal or state laws or
regulations.
(c) The Employee may terminate this Agreement at any time
and for any reason, including but not limited to Good Reason,
upon ninety (90) days prior written notice to the Company. For
purposes of this Agreement, "Good Reason" shall mean: (i) a
material reduction in the Employee's duties or authority by the
Company; (ii) a breach by the Company of its material obligations
under this Agreement. Employee agrees that, before terminating
the Agreement for Good Reason, he shall provide the Company with
written notice of the basis of his claim that Good Reason exists
to terminate the Agreement and provide the Company with a
reasonable opportunity to cure.
7. COMPENSATION UPON TERMINATION
(a) In the event of the termination of the Employee's
employment by the Company for Cause, the Company shall pay to the
Employee his Base Salary and accrued incentive pay and options,
if any, through the date of his termination, and the Employee
shall have no further entitlement to any other compensation or
benefits from the Company.
(b) In the event that the Employee's employment is
terminated by the Company during the Employment Period other than
for Cause, the Company shall continue to pay to the Employee his
Base Salary, incentive compensation and options for the balance
of the Employment Period (as if such termination had not
occurred).
8. NON-DISCLOSURE OF PROPRIETARY/CONFIDENTIAL INFORMATION
Employee acknowledges that during the Employment Period, he
will have access to information about the Company and that his
employment with the Company shall bring him into close contact
with many confidential affairs of the Company, and their
respective customers, including without limitation, information
regarding the Company's management, methods, operating
techniques, procedures and methods, forms, sales methods,
development and service methods and business techniques, customer
and product information, customer and prospective customer lists,
employee lists, information relating to the organizational
structure of the Company and the skills, duties and
responsibilities of the employees, training manuals and
procedures, hardware systems, software programs, information
relating to the prior, current or contemplated products or
services offered by the Company, including without limitation,
their specifications, the methods in which they are offered or
provided and their price or cost, or the prior, current or
contemplated systems, products, services and processes used or
contemplated for use by the Company; and information that
Employee has a reasonable basis to know was accepted by the
Company from any third party under obligations of confidentiality
("Confidential Information"). Such Confidential Information is
not readily available to the public and was developed at great
effort and expense.
In recognition of the foregoing, during and after the
Employment Period and until such time as the Confidential
Information is generally published or is available to the general
public other than through Employee's unauthorized disclosure,
regardless of the reason for any termination of employment, the
Employee shall not, without the written consent of the Company,
disclose or use or make available for anyone to use (except in
the course of his employment or in furtherance of the business of
the Company) any Confidential Information and the Employee shall
during the continuance of his employment by the Company use his
best efforts to prevent the unauthorized publication or misuse of
any Confidential Information, provided, however, that
Confidential Information shall not include any information (i)
known generally to the public (other than as a result of
unauthorized disclosure by the Employee); or (ii) developed by
the Employee without violating any of the provisions of this
Agreement.
9. RETURN OF CONFIDENTIAL INFORMATION
The Employee agrees that upon termination of his employment
with the Company for any reason, he will immediately return to
the Company all Confidential Information within his possession or
under his control, and shall not at any time thereafter reproduce
or copy same.
10. ASSIGNMENT OF INVENTIONS
(a) The Employee agrees that all inventions, designs,
improvements, writings, and discoveries initiated, made or
conceived during the Employment Period, whether solely by the
Employee or in conjunction with others, that pertain to the
business conducted by the Company, its affiliates and
subsidiaries shall be the exclusive property of, and he hereby
assigns all of his interest therein to, the Company or its
designee. All rights and obligations hereunder shall continue in
full force and effect after the termination of employment or the
expiration of the Employment Period and shall be binding on the
Employee's personal representatives or assigns. The Employee
shall promptly disclose to the Company all such inventions,
designs, improvements, writings and discoveries and shall, at the
sole expense of the Company, assist the Company or its designee
in obtaining patents and copyrights therefor that are deemed
suitable for United States or foreign letters patent or
copyrights and shall execute all documents and do all things
necessary to obtain letters patent, copyrights, trademarks and
trade names or to otherwise vest the Company with full and
exclusive title thereto, and protect the same against
infringements by others.
(b) The parties explicitly acknowledge and agree that
notwithstanding anything herein to the contrary, the Employee
shall have and retain the right to use, without payment of any
royalty, ideas, concepts, expressions, techniques, know-how,
skills and experience possessed, developed or acquired by him
prior to or during the Employment Period, and the right to
market, develop or otherwise use any services or products,
including without limitation any that may be similar to or
competitive with services or products of the Company, provided,
however, that the exercise of such rights shall not result in a
disclosure or incorporation in any end product by the Employee of
any specific item of Confidential Information.
11. NON-COMPETITION DURING THE EMPLOYMENT PERIOD
During the Employment Period, Employee shall not directly or
indirectly, individually or on behalf of persons not now parties
to this Agreement, or as a partner, stockholder, director,
officer, principal, agent, employee, or in any other capacity or
relationship, engage in any business or employment, or aid or
endeavor to assist any business or legal entity, which competes
with the Company within or outside of the United States,
including but not limited to, entering into or engaging in any
business that competes with the Company; soliciting customers,
business, patronage or orders for, or sell, any products or
services in competition with the Company; diverting or taking
away from the Company any customers, business, patronage or
orders or attempting to do so; or promoting, assisting,
financially or otherwise, any person, firm, association,
partnership, corporation or other legal entity engaged in any
business that competes with the Company. Employee acknowledges
the reasonableness of this provision and the reasonableness of
the geographic area and duration which are a part of this
provision. Provided that the Employee's obligations under this
Paragraph shall cease in the event: (1) Employee's employment is
terminated by the Company for other than Cause; or (2) Employee
resigns for Good Reason. In the event Employee is terminated for
Cause or if he resigns his employment for other than a Good
Reason, the obligations of this Paragraph shall continue in force
for the remainder of the Employment Period.
12. NON-SOLICITATION OF CUSTOMERS
Employee agrees that during the Employment Period and for a
period of one (1) year following the expiration of the Employment
Period or any Renewal Period, the Employee will not, on his
behalf or on behalf of any other person, firm, corporation,
partnership, association, or other legal entity, call on,
divert, take away, solicit or in any way assist in the
solicitation of any of the Employer's customers or prospective
customers.
13. NON-SOLICITATION OF FORMER EMPLOYEES
Employee agrees that during the Employment Period and for a
period of one (1) year following the expiration of the Employment
Period or any Renewal Period, the Employee will not, on his
behalf or on behalf of any other person, firm, corporation,
partnership, association, or other legal entity, divert, take
away, solicit or attempt to solicit any of the current employees
of the Company.
14. SPECIFIC REMEDIES
(a) If during the course of the Employment Period or any
Renewal Period the Employee commits a breach of any of the
provisions of this Agreement, such violation shall be deemed to
be grounds for termination for Cause and the Company shall have
the right to have such provisions specifically enforced by any
court having equity jurisdiction, it being acknowledged and
agreed that any such breach will cause irreparable injury to the
Company and that money damages will not provide an adequate
remedy to the company, provided however that nothing herein shall
be construed as prohibiting the Company from pursuing any other
remedies available to the Company for such breach or threatened
breach, including the recovery of damages from the Employee.
(b) If following the Employment Period the Employee commits
a breach of any of the post-employment restrictions of this
Agreement, the Company shall have the right to have such
provisions specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed that any such
breach will cause irreparable injury to the company and that
money damages will not provide an adequate remedy to the Company,
provided however that nothing herein shall be construed as
prohibiting the Company from pursuing any other remedies
available to the Company for such breach of threatened breach,
including the recovery of damages from the Employee.
15. UNIQUE AND EXTRAORDINARY SERVICES
Employee hereby acknowledges that his services are unique
and extraordinary, and are not readily replaceable.
16. EMPLOYEE'S DUTY TO MITIGATE
In the event Employee's employment is actually or
constructively terminated by the Company prior to the end of the
Employment Period, whether or not such termination is for Cause,
Employee agrees to exert all reasonable efforts to seek
alternative employment in the same or substantially similar
position as that held with the Company and at the same or
substantially similar remuneration.
17. COOPERATION FOLLOWING TERMINATION
Employee agrees that, following notice of termination of his
employment, he shall cooperate fully with the Company in all
matters relating to the completion of his pending work on behalf
of the Company and the orderly transition of such work to such
other employees as the Company may designate. Employee further
agrees that during and following the termination of his
employment he shall cooperate fully with the Company as to any
and all claims, controversies, disputes or complaints over which
he has any knowledge or that may relate to him or his employment
relationship with the Company. Such cooperation includes, but is
not limited to, providing the Company with all information known
to him related to such claims, controversies, disputes or
complaints and appearing and giving testimony in any forum.
Following the conclusion of the Employment Period, the
Company agrees that it will pay Employee at a rate of $100.00 per
hour plus expenses for any services rendered on its behalf
pursuant to this Paragraph.
18. GOVERNING LAW
Except as otherwise explicitly noted, this Agreement shall
be governed by and construed in accordance with the laws of the
State of New Jersey (without giving effect to conflict of law).
19. INTEGRATION
This Agreement, including the Exhibits attached hereto and
made part hereof, constitutes the entire understanding between
the parties hereto relating to the subject matter hereof,
superseding all negotiations, prior discussions, preliminary
agreements and agreements related to the subject matter hereof
made prior to the date hereof.
20. MODIFICATIONS AND AMENDMENTS
This Agreement may be modified or amended only by an
instrument in writing executed by the parties hereto and approved
in writing by a majority of the Board of Directors. Such
modification or amendment will not become effective until such
approval has been given.
21. SEVERABILITY
If any of the terms or conditions of this Agreement shall be
declared void or unenforceable by any court or administrative
body of competent jurisdiction, such term or condition shall be
deemed severable from the remainder of this Agreement, and the
other terms and conditions of this Agreement shall continue to be
valid and enforceable.
22. NOTICE
For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given as of the date
delivered if delivered in person or by telecopy or if mailed, by
registered mail, return receipt requested, postage prepaid,
addressed to Employee as follows:
_________________________________
_________________________________
_________________________________
If to the Company:
DynamicWeb Enterprises Inc.
271 Route 46 West
Fairfield, New Jersey 07004
ATTENTION: Steven Vanechanos
or to such other address as any party may have furnished to the
other in writing in accordance herewith, except that notices of
changes of address shall be effective upon receipt.
23. WAIVER
The observation or performance of any condition or
obligation imposed upon the Employee hereunder may be waived only
upon the written consent of the Board of Directors of the
Company. Such waiver shall be limited to the terms thereof and
shall not constitute a waiver of any other condition or
obligation of the Employee under this Agreement.
24. ASSIGNMENT
Neither party shall have the right to assign any rights or
obligations under this Agreement without the prior written
approval of the other party.
25. HEADINGS
The headings have been inserted for convenience only and are
not to be considered when construing the provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date and year first written upon.
DYNAMICWEB ENTERPRISES
By/s/ Steven L. Vanechanos, Jr.
Name: Steven L. Vanechanos, Jr.
Title: CEO
James Conners
/s/ James D. Conners
CONTACT: William Taylor
973-244-1000
FOR IMMEDIATE RELEASE [email protected]
Note: Electronic version available at www.dynamicweb.com
DYNAMICWEB ENTERPRISES HIRES FORMER VP OF STERLING COMMERCE'S
INTERNET BUSINESS UNIT TO LEAD COMPANY AS PRESIDENT
Industry Visionary, Jim Conners, Expected to Position DynamicWeb
as a Major Force in the Electronic Commerce Industry
FAIRFIELD, NJ, AUGUST 27, 1997 - DynamicWeb Enterprises,
Inc., a developer of Internet and EDI electronic commerce (EC)
business solutions, today announced that James D. Conners will
join the company as its President. Conners, formerly the Vice
President of Sterling Commerce's Internet business unit, will
report to Steven L. Vanechanos, Jr., DynamicWeb's Chairman and
Chief Executive Officer. Conners begins his new post today where
he will be responsible for company operations including customer
services, sales and marketing, finance and administration. As
the President of DynamicWeb, Conners will provide his in-depth
knowledge of EC technologies and business processes to position
DynamicWeb as a leader in the emerging Internet-EDI services
marketplace.
"Adding the industry experience of Jim to our management
team marks a significant milestone toward establishing DynamicWeb
as a major force in the EC industry," said Vanechanos. "As we
move forward through 1997 into 1998, we anticipate a shift in the
Internet-EDI marketplace from a high level of interest to one of
rapid rates of deployment. Jim has spent considerable time
analyzing this trend and the impact the Internet will have on the
EC business model. Clearly the insights gained from his
considerations will be valuable to DynamicWeb."
Conners - who has worked for Sterling Commerce, GE
Information Services (GEIS) and IBM - brings DynamicWeb his broad
executive management background in the EC industry. Some of
Conners previous accomplishments include developing the strategy
and operational guidelines for a $475 million alliance between
GEIS and Ameritech as well as identifying and constructing
strategies to penetrate new market opportunities valued at $800
million.
-- more --
"After great consideration, I chose to join DynamicWeb
because its vision of the emerging EC marketplace is consistent
with my own and the company possesses the technology needed to
make that vision a reality," said Conners. "DynamicWeb has
already introduced leading-edge business solutions into the
market that have been embraced by nationally recognized
companies. These early successes have strategically positioned
DynamicWeb to capitalize on evolving trends in the EC market. I
relish the challenge of guiding this innovative company to a
leadership position in the electronic commerce services
industry."
About DynamicWeb Enterprises, Inc.
Located in Fairfield, NJ, DynamicWeb Enterprises, Inc., (OTC
Bulletin Board: DWEB) is an innovator in developing and marketing
EC software and EDI services. The company uses Internet and EDI
technologies to enable companies to maximize the full business
potential of electronic commerce by increasing participation and
compliance with trading partners.
DynamicWeb's core EC solutions include the EDIxchangeSM
Enterprise Suite and ECbridgeNet. The EDIxchange Enterprise
Suite is a scaleable, Internet-based order facilitation and
catalog management system that seamlessly integrates into legacy
EDI systems to extend a company's EC enterprise with vendors and
customers. EDIxchange uses the global reach and graphical
standards of the World Wide Web to enable companies to
electronically exchange business documents with small- to mid-
size enterprise customers and suppliers. ECbridgeNET is
DynamicWeb's outsourcing service designed for companies that want
to off-load the technical and labor intensive responsibilities
associated with running and maintaining an in-house EDI system.
DynamicWeb is a member of CommerceNet, Data Interchange
Standards Association (DISA) and the Uniform Code Council (UCC).
For additional information about the company and its products or
services visit the DynamicWeb home page at www.dynamicweb.com,
send an e-mail to [email protected] or call 1-800-4-EDI-HELP.
# # #
AMENDMENT NO. 1 TO LEASE AGREEMENT
THIS AMENDMENT NO. 1 TO LEASE AGREEMENT is made this 5th
day of September, 1997, between THE MASK GROUP (hereinafter called
"Landlord") and SOFTWARE ASSOCIATES, INC. (hereinafter called
"Tenant").
WITNESSETH THAT:
Landlord and Tenant entered into a Lease Agreement dated
July 1, 1994 (the "Lease Agreement") and now, in consideration of
the mutual promises and covenants set forth herein and in the Lease
Agreement and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, and intending to be
legally bound, the parties hereto amend the Lease Agreement as
follows:
1. Term. Paragraph 2 of the Lease Agreement is hereby
amended and restated in its entirety to read as follows:
"This lease shall be in effect for a term commencing
on July 1, 1994 and ending on December 31, 2002."
2. Rent Increases. Paragraph 5 of the Lease Agreement
is hereby amended and restated in its entirety to read as follows:
"For the calendar year of 1998 and for each calendar
year thereafter until the end of the term of this lease,
the annual rent shall be increased by three (3%) over the
prior annual rent amount."
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be executed under seal as of the date first
above written.
SOFTWARE ASSOCIATES, INC.
By:/s/ Kenneth R. Konikowski
THE MASK GROUP
By:/s/ Kenneth R. Konikowski
