EXHIBIT 10.5
CAFE LA FRANCE
As of February 1, 1997
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Amendment to Employment Agreement
Dear ▇▇▇:
Reference is made to your employment agreement dated November 1, 1996
pursuant to which, among other things, you are entitled to an annual salary of
$132,000 and to the grant of an incentive stock option for the purchase of
200,000 shares of Cafe La France common stock with an exercise price equal to
the initial public offering price of Cafe's common stock upon completion of the
Company's initial public offering. As you are aware, the above portions of your
employment package were agreed to with the understanding that ▇▇▇▇▇▇▇▇▇
Securities would complete a "firm commitment" initial public offering with net
proceeds in excess of $4 million pursuant to the letter of intent entered into
last summer. Due to the termination of ▇▇▇▇▇▇▇▇▇'▇ letter of intent and the
engagement of ▇▇▇▇▇▇▇▇▇ Co., Inc. to conduct a "best efforts" offering, we have
agreed to mutually redefine the performance targets relative to your incentive
stock option. Your cumulative salary deferrals will be repaid over a six month
period in six equal consecutive monthly installments commencing after the "best
efforts" offering raises $1.5 million of gross proceeds. In addition, until such
time as the offering raises the amount of gross proceeds listed below, you have
agreed to continue to defer the percentage of your salary rate set forth
opposite the gross proceeds target:
Gross Proceeds Percentage Salary Deferral
-------------- --------------------------
Up to $1 million 100%
$1 million to $1.5 million 50%
$1.5 million to $2 million 25%
Over $2 million 0%
In addition, your incentive stock option will be granted for (i) 100,000
shares in the event the Company raises in excess of $1.5 million in gross
proceeds in this offering (ii) 200,000 shares in the event (a) the Company
raises in excess of $3.1 million in gross proceeds in this offering or (b)
conducts a firm commitment underwriting or becomes listed on the Nasdaq SmallCap
Market within two years of the date of this offering.
Very truly yours,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
Acknowledged and Agreed to As of Date Above:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TWD/rld
