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EXHIBIT 10.1
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
BETWEEN
THOMAS P. MCMILLIN
AND
eVENTURES GROUP, INC.
This Amendment No. 1 to Employment Agreement (this
"Amendment") is made and entered into as of September 25, 2000, between
eVentures Group, Inc., a Delaware corporation (the "Company") and Thomas P.
McMillin (the "Executive").
WITNESSETH:
WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of April 4, 2000 (the "Employment Agreement");
WHEREAS, the Company is undergoing an internal corporate
reorganization (the "Reorganization") that will consolidate the operations of
the Axistel Communications, Inc., e.Volve Technology Group, Inc. and Internet
Global Services, Inc. into one operating company subsidiary ("Opco") of the
Company;
WHEREAS, the Company and the Executive desire to modify and
clarify the Employee's position and duties within the Company and Opco;
WHEREAS, the capitalized terms used herein without definition
shall have the meaning assigned to such terms in the Employment Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and obligations hereinafter set forth, the parties agree as
follows:
1. Amendment to Section 2. Effective as of September 7,
2000 and upon notice by the Company to the Executive of the consummation of the
Reorganization:
(a) the Executive will no longer serve as Executive Vice
President of the Company and will instead serve as Senior Executive Vice
President and Chief Operating Officer of the Company and Opco; and
(b) the first sentence of Section 2(a) of the Employment
Agreement is hereby deleted and replaced with the following:
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"Executive shall serve as Senior Executive Vice President and
Chief Operating Officer of the Company and Opco, reporting
directly to the Chief Executive Officer of the Company (the
"CHIEF EXECUTIVE OFFICER")."
(c) Section 2(b) of the Employment Agreement is hereby
deleted and replaced in its entirety with the following:
"Executive shall be responsible for the overall operations of
the Company and Opco, including but not limited to sales,
marketing, network deployment and management, information
systems and day-to-day operations of the Company and Opco and
shall have such other duties and authority, consistent with
his position, as shall be assigned to him from time to time
by the Chief Executive Officer of the Company."
2. Amendment to Exhibit A to the Employment Agreement.
Effective as of September 7, 2000 and upon notice by the Company to the
Executive of the consummation of the Reorganization:
(a) the words "Executive Vice President" in Section
(d)(i)(a) of Exhibit A to the Employment Agreement are hereby deleted and
replaced with "Senior Executive Vice President and Chief Operating Officer";
and
(b) the words "Executive Vice President" in Section
(d)(i)(b) of Exhibit A to the Employment Agreement are hereby deleted and
replaced with "Senior Executive Vice President and Chief Operating Officer".
3. No Other Amendments. Except as expressly modified by
this Amendment, all terms and provisions of the Employment Agreement shall
remain in full force and effect.
4. Assignment. This Amendment shall not be assignable
by Executive. This Amendment shall be assignable by the Company only to an
entity which is owned, directly or indirectly, in whole or part by the Company
or by any successor to the Company or an acquirer of all or substantially all
of the assets of the Company or all or substantially all of the assets of a
group of subsidiaries and divisions of the Company, provided such entity or
acquiror promptly assumes all of the obligations hereunder of the Company in a
writing delivered to Executive and otherwise complies with the provisions
hereof with regard to such assumption. Upon such assignment, all references to
the Company herein shall be to such assignee.
5. Governing Law. This Amendment shall be governed by
and construed in accordance with the laws of the State of Texas without
reference to principles of conflict of laws.
6. Miscellaneous. The provisions of this Amendment
shall survive the termination of the Executive's employment with the Company.
This Amendment,
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together with the Employment Agreement, contain the entire agreement of the
parties relating to the subject matter hereof. This Amendment, together with
the Employment Agreement, supersede any prior written or oral agreements or
understandings between the parties relating to the subject matter hereof. No
modification or amendment of this Amendment shall be valid unless in writing
and signed by or on behalf of the parties hereto. A waiver of the breach of any
term or condition of this Amendment shall not be deemed to constitute a waiver
of any subsequent breach of the same or any other term or condition. This
Amendment is intended to be performed in accordance with, and only to the
extent permitted by, all applicable laws, ordinances, rules and regulations. If
any provision of this Amendment, or the application thereof to any person or
circumstance, shall, for any reason and to any extent, be held invalid or
unenforceable, such invalidity and unenforceability shall not affect the
remaining provisions hereof and the application of such provisions to other
persons or circumstances, all of which shall be enforced to the greatest extent
permitted by law. The headings in this Agreement are inserted for convenience
of reference only and shall not be a part of or control or affect the meaning
of any provision hereof.
7. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first written above.
eVENTURES GROUP, INC.
By: /s/ Stuart J. Chasanoff
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Name: Stuart J. Chasanoff
Title: Senior Vice President and General Counsel
/s/ Thomas P. McMillin
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Thomas P. McMillin
