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EXHIBIT 10.34
AMENDMENT TWO TO EMPLOYMENT AGREEMENT
BETWEEN
▇▇▇▇▇▇▇ RESEARCH CORPORATION
AND
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
THIS AMENDMENT TWO to that certain Employment Agreement dated June 6,
1994, as amended on August 16, 1994, between ▇▇▇▇▇▇▇ RESEARCH CORPORATION (the
"Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (the "Employee") is made and entered into by the
Company and the Employee on this the 21st day of August, 1997.
R E C I T A L S
The Company and the Employee entered into an employment agreement
dated June 6, 1994, as amended on August 16, 1994 (the "Employment Agreement"),
providing for the employment of the Employee as President of the Company
commencing August 16, 1994. The parties desire to provide that upon the
effective date of this Amendment the Employee shall assume the duties of Chief
Executive Officer of the Company, subject to the terms and provisions herein set
forth.
A G R E E M E N T
THEREFORE, in consideration of the premises, the parties hereby
agree, as follows:
1. Effective September 1, 1997, Section 1 of the Employment Agreement
is hereby amended by deleting all of Section 1 thereof and substituting in its
place the following:
The Employee shall be employed on a full-time basis as Chief Executive
Officer of the Company and shall perform such duties as the chief executive
officer of the Company would normally perform, subject to the direction of the
Chairman of the Board of Directors of the Company (the "Chairman"), provided the
Chairman is a full-time employee of the Company, and the Board of Directors.
Until such time as the Company employs a President, the Employee shall also
perform the duties of President of the Company, subject to the direction of the
Chairman, provided the Chairman is a full-time employee of the Company, and the
Board of Directors. The Employee understands that the position of President is
temporary until such time as the Board of Directors elects a President of the
Company. The Employee and the Chairman have on the date hereof executed a
memorandum of understanding
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which delineates the division of responsibilities between the Employee and the
Chairman.
2. Except as herein modified, the Employment Agreement shall remain in
full force and effect according to its original terms and conditions as amended
by Amendment One thereto.
IN WITNESS WHEREOF, the parties have hereunto executed this Amendment
Two on this the date and year first above written.
▇▇▇▇▇▇▇ RESEARCH CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Chairman of the Board
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Employee
▇▇▇▇▇▇▇ RESEARCH CORPORATION