ex10-5



 




EXHIBIT 10.5



Michael Brocklesby

Chief Financial Officer

UDate.com Limited

New Enterprise House

St. Helens St

Derby DE1 3GY




13 July 2001



Terms of Employment


In consideration of your continued service to Udate.com Limited (“the
Company”), I am pleased to inform you of the following changes to your terms of
employment, which will take immediate effect.


The clauses set out in this letter are in addition to the contents of the
contract of employment between the Company and yourself (“the Contract”) and
clause 20 of the Contract is varied accordingly.


INTERPRETATION



“Executive” shall mean Michael Brocklesby



“Just Cause” for termination will mean a vote of the Company’s Board of
Directors, acting in good faith based upon the information then known to the
Company after a reasonable investigation (including at a minimum, review of the
Executive’s written response to the information alleged to constitute Just
Cause and the Executive’s opportunity to address the Board), that determines
that the Executive has committed or engaged in repeated intentional misconduct
in connection with his duties under this Agreement, which misconduct is
materially and demonstrably harmful to the Company’s business, or materially
breached a material term of this Agreement, which breach is materially and
demonstrably harmful to the Company’s business and which breach remains uncured
thirty (30) days after written notice of such breach is delivered to the
Executive.


“Good Reason” shall mean:



	(i)	 	the Company becoming insolvent, as evidenced by its inability to meet its
obligations in the ordinary course of business;



1






 







	(ii)	 	a reduction in Executive’s salary referred to from time to time in clause
7.1 of the Service Agreement;
	 
	(iii)	 	a material reduction in the scope of Executive’s duties;
	 
	(iv)	 	except for terms related to the payment of money, the Company’s breach of
any term of this Agreement and failure to cure such breach within ten (10)
days after written notice of such default; or
	 
	(v)	 	an “Event”.



The Executive’s right to terminate his employment under this Agreement for Good
Reason shall not be affected by his incapacity due to physical or mental
illness.



“Event” shall mean either:




	(i)	 	a Winding Up; or
	 
	(ii)	 	a Disposal; or
	 
	(iii)	 	Transfer of Controlling Interest; or
	 
	(iv)	 	the grant to any person of an option to effect one or more of the Events.



For the purposes of this definition, the following expressions shall have the
following meanings:



	 	 	 
	“Winding up”		
the making of an order or the passing
of a resolution for the winding up of
the Company for any purpose whatsoever
	
	
	
	

	 
	“Disposal”		
the sale of the whole or substantially
the whole of the undertaking or assets
of the Company
	
	
	
	

	 
	“Transfer of Controlling Interest”		
the sale of or the grant of a right to
acquire or to dispose of or any other
transfer of (whether by a single
transaction or a series of
transactions) a Controlling Interest
	
	
	
	

	 
	“Controlling Interest”		
an interest (within the meaning of
schedule 13 part 1 and section 324 of
the Companies Act 1985) in shares in
the Company conferring in



2






 




	 	 	 
	
	
	
	

			
the aggregate
50% or more of the total voting rights
conferred by all the issued shares in
the capital of the Company.



“Basic Salary” shall mean the Executive’s salary from time to time referred to
in clause 4.1 of the Contract.


“Executive Bonus” shall mean 25% of the Executive’s Basic Salary.


“Bonus Year” shall mean 1 January to 31 December.



TERMINATION OF EMPLOYMENT



Clause 15.4 of the Contract shall state:


The Company may terminate the Executive’s employment immediately by summary
notice in writing (notwithstanding that the Company may have allowed any time
to elapse or on a former occasion may have waived its rights under this clause
15) if the Executive becomes incapacitated from performing all or any of his
duties under the contract by illness, injury or otherwise for a period
exceeding (in total) 3 calendar months (or such longer period as the Company
may agree) in any period of 12 months.


PAYMENTS TO BE MADE IN THE EVENT OF DEATH OR TERMINATION DUE TO INCAPACITY.


Without prejudice to clause 15.1 of the Contract or the Company’s right to
terminate the Executive’s employment summarily, if the Executive dies whilst
employed by the Company under the Service Agreement or upon termination of the
Executive’s employment in accordance with clause 15.4 of the Contract, the
Company shall pay the Executive (or his estate) each of the following:



	(i)	 	any Basic Salary earned but unpaid before termination and all accrued but
unused holiday entitlement in accordance with clause 7 of the Contract;
	 
	(ii)	 	a lump sum payment derived by taking the amount of the Executive Bonus
paid to the Executive in the preceding Bonus Year (or if termination
occurs before the Executive Bonus is paid, 25% of Basic Salary), dividing
by twelve and multiplying by the number of months Executive was employed
in the Bonus Year in which termination occurs;
	 
	(iii)	 	any business expenses incurred but not reimbursed as of the date of
termination.



3






 




PAYMENTS TO BE MADE UPON THE RESIGNATION OF THE EXECUTIVE WITHOUT GOOD REASON
OR TERMINATION OF THE EXECUTIVE’S EMPLOYMENT BY THE COMPANY FOR JUST CAUSE.


Without prejudice to clause 15.1 of the Contract or the Company’s right to
terminate the Executive’s employment summarily, if the Executive resigns from
his employment with the Company other than for Good Reason or if the Company
terminates the Executive’s employment for Just Cause the Company’s obligation
to make payments under this Agreement shall cease upon termination, except the
Company shall pay the Executive each of the following:



	(i)	 	any Basic Salary earned but unpaid before termination and all holiday
entitlement accrued but not taken in accordance with clause 7 of the
Contract;
	 
	(ii)	 	a lump sum payment derived by taking the amount of the Executive Bonus
paid to the Executive in respect of the preceding Bonus Year (or if
termination occurs before the Executive Bonus is paid, 25% of Basic
Salary), dividing by twelve and multiplying by the number of months the
Executive was employed in the Bonus Year in which termination occurs; and
	 
	(iii)	 	any business expenses incurred but not reimbursed as of the date of
termination.



Resignation Without Good Reason or Termination for Just Cause shall be
effective upon the date of receipt of written notice of resignation or
termination, as appropriate.


PAYMENTS TO BE MADE UPON THE TERMINATION OF THE EXECUTIVE’S EMPLOYMENT BY THE
COMPANY WITHOUT JUST CAUSE OR RESIGNATION BY THE EXECUTIVE FOR GOOD REASON.


Without prejudice to clause 15.1 of the Contract, if the Company terminates the
Executive’s employment without Just Cause or the Executive resigns from his
employment with the Company for Good Reason the Executive shall receive each of
the following benefits:



	(i)	 	any Basic Salary earned but unpaid before termination and all holiday
entitlement accrued but not taken in accordance with clause 7 of the
Contract;
	 
	(ii)	 	any business expenses incurred but not reimbursed as of the date of
termination;
	 
	(iii)	 	payment to the Executive of the equivalent of eighteen (18) months of
his Basic Salary in a lump sum or in periodic payments at the Executive’s
election;
	 
	(iv)	 	in lieu of the Executive Bonus, payment to the Executive of a lump sum
equal to twenty five percent (25%) of the Executive’s Basic Salary or
Executive Bonus remaining to be paid in respect of the preceding Bonus
Year whichever amount is greater.



The Executive shall not be required to mitigate amounts payable under this
clause by seeking other employment or otherwise, and there shall be no offset
against amounts due to the Executive under this Agreement on account of later
employment.

4






 




Additionally, amounts owed to Executive under this Agreement shall not be
offset by any claims the Company may have against Executive and the Company’s
obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations under this Agreement shall not be affected by any other
circumstances, including without limitation any counterclaim, defence or other
right that the Company may have against the Executive or others.


MISCELLANEOUS


This Agreement may not be amended, modified, superseded, canceled, renewed or
expanded, or any terms or covenants waived, except by a writing executed by
each of the parties or, in the case of a waiver, by the party waiving
compliance. Failure of any party to require performance of any provision shall
not affect his or its right at a later time to enforce the same. No waiver of
a breach of any term or covenant in this Agreement, whether by conduct or
otherwise, in any one or more instances shall be construed as a further or
continuing waiver.


Yours sincerely


/s/ Mel Morris


Mel Morris


Director, Udate.com Ltd


President and CEO, Udate.com Inc


I understand and accept the variations to the Service Agreement set out in this
letter.


Signed: /s/ Michael Brocklesby


        
        
Michael Brocklesby


Dated:  July 13, 2001 



5