1
EXHIBIT 4.10
December 3, 1997
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Amendment to Employment Agreement
Dear ▇▇. ▇▇▇▇▇:
Reference is made to that certain Employment Agreement (the
"Employment Agreement") dated October 29, 1997, by and between you and DSC
Marketing Services, Inc. (the "Company"). By execution of this letter
agreement, the parties hereby amend the Employment Agreement such that each
reference in the Employment Agreement to the term "Acquisition Agreement" shall
mean that certain Amended and Restated Agreement and Plan of Merger, dated on
or about the date hereof, among CELCORE, Inc., the Company and CI Acquisition
Company. Except as expressly modified and superseded by this letter agreement,
you and the Company each hereby (a) ratify and confirm the Employment
Agreement, (b) agree that the same shall continue in full force and effect, and
(c) agree that the same are the legal, valid and binding obligations of you and
the Company, enforceable against you and the Company in accordance with its
respective terms. This letter agreement may be executed in two or more
counterparts, any one of which need contain the signature of only one party but
all of which together shall constitute one and the same instrument.
If you are in agreement with the foregoing, please so indicate by
affixing your signature where indicated below.
DSC MARKETING SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President
Agreed to this 3rd day of December, 1997, but effective as of the Effective
Time (as defined in the Merger Agreement).
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
