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RESTATED AMENDMENT TO EMPLOYMENT AGREEMENT
This Restated Amendment to Employment Agreement is made and entered
into this 20th day of April 1999, but effective as of April 20, 1998, by and
between American Film Technologies, Inc., a Delaware corporation (the
"Company"), and Gerald M. Wetzler, an individual ("Executive").
WHEREAS, the Company and Executive entered into an Employment Agreement
as of January 1, 1996 (the "Agreement"); and
WHEREAS, the Board of Directors and Executive agreed to amend the
Agreement, specifically Section 14 to change the form of the payment to be made
to Executive if the Agreement is terminated pursuant to any of a breach of the
Agreement by the Company, a dismissal of Executive without cause or in the event
of a change of control of the Company as such change of control is defined
therein,
WHEREAS, the Agreement was amended effective April 20, 1998 but such
amendment failed to include provisions relating to the change in the form of
payment if termination occured because of a breach or wrongful dismissal and the
Company and Executive desire to correct such amendment by this Restated
Amendment,
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions set forth herein, the parties hereto agree as follows:
1. Section 14(c)(i) and 14(c)(ii) of the Agreement are hereby deleted
in their entirety, and in lieu thereof the following Section 14(c) is adopted
effective as of the effective date of the original Amendment:
"(c) Additional Compensation. In the event the Agreement is terminated
pursuant to any of Sections 12(a), (b) or (e) and as a complete settlement and
payment of any and all claims to compensation that Executive may have against
the Company arising from such termination of employment, the Company shall issue
to Executive a non-interest bearing convertible senior secured promissory note
in the amount of $750,000 (the "Note") not later than five (5) days after such
termination. The Note shall (i) be for a term of two years from the date of
termination of the Agreement, (ii) be convertible into common stock of the
Company at the conversion rate of $.03 per share and (iii) contain all the same
or similar terms and conditions as contained in the Company's Senior Secured
Convertible Promissory Notes issued to investors pursuant to the resolutions of
the Board of Directors approving the issuance of up to $2,000,000 of such
notes."
2. In all other respects, the Agreement and all other terms and
conditions thereof are hereby ratified and affirmed.
IN WITNESS WHEREOF, this Restated Amendment to Employment Agreement is
executed as of the day first above written.
AMERICAN FILM TECHNOLOGIES, INC.
By: /s/ Gerald M. Wetzler
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Name: GERALD M. WETZLER
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Title: CHAIRMAN & CEO
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/s/ Gerald M. Wetzler
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