▇▇▇▇ OF ALL GAMES, INC.
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September 10, 1998
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Re: Amendment to Employment Agreement
Dear ▇▇. ▇▇▇▇▇▇▇▇▇:
Reference is made to the employment agreement, dated August 31, 1998,
between you and ▇▇▇▇ of All Games, Inc.
This letter confirms our agreement that Section 3(c) of the Employment
Agreement, with respect to Options granted to the employee, is hereby amended in
its entirety to provide for 100,000 Options in lieu of 125,000 Options, to read
as follows:
"(c) In addition to the foregoing, and subject to the terms and
conditions of the Parent's 1997 Stock Option Plan (the "Plan"), a copy of
which has been made available to the Employee, the Employee shall be
granted as a matter of separate agreement, and not in lieu of Salary or any
other compensation for services, the right and option (the "Option"), in
the form of incentive stock options to the extent available, to purchase
pursuant to the Plan all or any part of an aggregate of up to 100,000
shares of the authorized but unissued common stock, par value $.01 per
share, of the Parent (the "Shares"), at the exercise price of $5.625 per
Share, exercisable during the five (5) year period, with respect to any
incentive stock options, or ten (10) year period (with respect to all other
options granted pursuant hereto) commencing as of the date hereof and
terminating on the close of business on August 31, 2008 or August 31, 2003,
respectively, as follows: (i) 50,000 of the Shares are immediately vested
and may be purchased as of the date hereof and (ii) an additional 50,000 of
the Shares may be purchased commencing on the first anniversary hereof; and
then, only to the extent that the Employee is still eligible under the
terms of the Plan; provided, however, in the event
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September 10, 1998
Page 2
that the Employee is terminated by reason of death or disability pursuant
to Section 6(b) hereof or in the event of any transaction pursuant to
Section 4 of the Plan, any options not vested at the time of termination
pursuant thereto shall immediately vest."
Except as set forth herein, the Employment Agreement shall remain in full
force and effect.
Very truly yours,
▇▇▇▇ OF ALL GAMES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chief Executive Officer
AGREED AND ACCEPTED:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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