AMENDMENT NO. I TO EMPLOYMENT AGREEMENT
AMENDMENT NO. I TO EMPLOYMENT AGREEMENT dated as of November 7. 1995, between:
FIDELITY HOLDINGS, INC.. a corporation duly organized and validly existing
under the laws of the
State of Nevada (the "Employer"): and
DORON COHEN. an adult individual residing at 47 Parker Boulevard. Monsey. New
York 10952 (the Employee').
The Employer and the Employee are parties to an Emploxment Agreement dated as
of November 7. 1995 (as heretofore modified and supplemented and in effect on
the date hereof, the "Employment Agreement'). The Employer and the Emploxee
wish to amend the Employment Agreement in certain respects, and accordingly,
the Employer and the Employee hereby agree as follows:
Section 1. Amendments. Subject to the condition precedent set forth in
Section 2 hereof, the Employment Agreement is hereby' amended as follows:
A. References in the Employment Agreement to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein" and "hereof) shall be
deemed to be references to the Employment Agreement as amended hereby.
B. Clause (b) of paragraph 3 of the Employment Agreement is hereby am ended
by' (i) replacing 1.0] "in the table therein with 1. 10" and (ii) inserting
the following sentence at the end thereof
"For purposes of this clause (b), profits per common share shall be rounded
upwards, if applicable, to the nearest whole cent."
C. The first sentence of paragraph 6 of the Employment Agree amended to read
in its entirety as follows:
entirety as follo~~ 5:
NEW'YOIAA 70270:1:091097 26914-I
"EMPLOYEE is engaged as the President, Chief Executive Officer and Treasurer
of EMPLOYER." D. Paragraph 7 of the Employment Agreement is hereby amended to
read in its

7. EXTENT OF SERVICES. EMPLOYEE agrees that this emplo~. merit constitutes his
exclusi\e employment and understands that his primary' loyalty and
responsibility is to EMPLOYER. Accordingl\. EMPLOYEE shall devote such adequate.
reasonable and proper time, attention and energies to the business of EMPLOYER
as shall be necessary or consistent with such understanding and EMPLOYEE shall
not. during the term of this Agreement be engaged in any' other business
activity (whether or not such business activity is pursued for gain. profit. or
other pecuniary advantage), which conflicts with EMPLOYEE'S employment
responsibilities hereunder, without prior written authorization of EMPLOYER'S
Board of Directors. Nothing contained herein shall be construed as preventing
EMPLOYEE from investing his assets in such form or manner as will not require
any services on EMPLOYEE'S part in the operation of the affairs of the companies
in which such investments are made." E. Clause (a) of the first sentence of
paragraph 10 of the Employment Agreement is hereby amended by replacing
"regarding the conduit pipe" therein with "regarding EMPLOYER and the business
and assets of EMPLOYER". F. Clause (b) of the first sentence of paragraph 10 of
the Emplox'ment Agreement is hereby amended b\ deleting "about the conduit pipe"
therein. G. The second sentence of paragraph 10 of the Employment Agreement is
hereby amended by deleting "regarding the conduit pipe" therein. H. Clause (a)
of paragraph II of the Employment Agreement is hereby amended to read in its
entirety as fo I lows: "(a) During the term of this Agreement and for a period
of one (I) year after the termination of this Agreement and any extension
thereof. EMPLOYEE shall not, within such geographical areas as EMPLOYER then
conducts business, directly' or indirectly. own, manage, operate, control, be
employed by. consult for, participate in, or be connected in any manner with the
ownership, management, operation or control of any business that offers any'
products or services that compete with the products or services offered by the
Company at the time of such termination." I. Clause (a) of paragraph 12 of the
Employment Agreement is hereby an~ended by deleting "relating to the conduit
pipe business" therein. J. Paragraph 14 of the Employment Agreement is hereby
amended by inserting the following clauses at the end thereof "(e) In the event
that Emplo~'er terminates Employee without Cause the provisions of Paragraph II
and Paragraph 12 of this Agreement shall no longer remain in effect. NEWYOI A:
170270:1:09/1097 26914-I

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(0 Employer agrees that upon termination of this Agreement Emplo~'ee will
receive his base salarx' through the remaining term of this Agreement as set
forth in Paragraph 2(b)." Section 2. Condition Precede . As provided in Section
I above, the amendments to the Emplo~'ment Agreement set forth in said Section I
shall become effective, as of the date hereof, upon the execution of this
Amendment No.
Ito Employment Agreement by Employer and Employee.
Section 3. Miscellaneous. Except as herein provided, the Employment Agreement
shall remain unchanged and in full force and effect. This Amendment No. Ito
Employment Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same amendator'~ instrument
and any' of the parties hereto may' execute this Amendment No. I to
EmpIo~'ment Agreement by signing any' such counterpart. This Amendment No.
Ito Employment Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.

26914-I



IN WITNESS WHEREOF, the parties hereto have caused this ..\mendment No. Ito
Emplox ment Agreement to be duly executed and delivered as of the day and xear
flrst
aboxe xxritten.
FIDELITY HOLDINGS. INC.

By: `s Doron Cohen Doron Cohen. President


DO RON COHEN

<PAGE>

tompanx will use its best efforts to inclode in the registration staternLnt
rclitine to such registration all Registrable Securities \s hich the (ompany has
been so requested to register. Notss jibstanding the foregoing. it ut `ins time
after gis ing a Notice of Piggy back Registration and prior to the etfective
date of the registratiot1 statement filed in connection ss ith such
rcgistration. the (iompanx shall determine for ans reason not to register or to
delas registration of such securities, the Compan~ may. at its election gis c ss
rutten notice of such determination to each holder of Registrable Securities
and, thereupon. ( i I in the ease of a determination not to rcoistcr shall be
relies ed of its obligatioii to register ans Registrable Securities in
connection ss ith such registration I but not from its obligation to pas thc
Rcoistration Expenses in connection theresu itli I. and (ii in the case of a
determination to delay registering, shall be permitted to delay registcrin~ ans
Registrable Securities for the same period as the delas in registering such
other securities.

           (bI Registration Expenses. [he Company will pax all Registration
Expenses incurred in connection us ith each registration of securities.

           fe) Priority in Cutback Registrations. If any such registration of
securities becomes a Cutback Registration, the Companx ss ill include in such
registration to the extent of the amount of the securities s~ hich the Managing
tinders% riter ads ises the Company can be sold in such offering:

           (it if such registration as initially' proposed by the Compan~ was
       solely a priinars registration of its securities. (xl first the
       securities proposed by the Company to be sold for its osun account. (y
       second. any Registrable Securities requested to be included in such
       reg ist ration by the Requesting I lolders. pro rata on the basis of
       the number of Registrable Securities requested to be included bs such
       holders, and (i) third, any other securities of the Company proposed
       to be included in such registration, allocated among the holders
       thereof in accordance ss ith the priorities then existing among the
       Company and such holders: and

           (ii) if such registration as initially proposed by the Company was in
       s%hole or in part requested by holders of securities of the Company.
       other than holders of Registrable Securities in their capacities as such.
       pursuant to demand registration rights. (xl first. such securities held
       by the holders initiating such registration and. if applicable, any
       securities proposed by the Company to be sold for its Own account,
       allocated in accordance us ith the priorities then existing among the
       Compan~ and such holders, and (y') second. any Registrable Securities
       requested to be included in such registration by the Requesting Ilolders.
       pro rata on the basis of the number of Recistrable Securities requested
       to be included by such holders, and (~) third, any other securities of
       the Compan~ proposed to be included in such registration, allocated among
       the holders thereof in accordance ss ith the priorities then existing
       among the CompanY and the holders of such other securities:

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and ans  securities  so excluded  shall be  ssithdrassn  from and shall not be
included in such registration.

           2.03 Registration Procedures. If and whenever the C'ompan~ is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to Section 2 01 or 2.(t2 hereofi
the Company ss ill use its best efforts to effect the registration and sale of
such Registrable Securities in accordance ss ith the intended methods of
disposition thereof specified by the Requesting 1-lolders. Without limiting the
foregoing, the Coinpan~ in such ease s~ ill. as expeditiousl~ as possible notifs
each holder of Registrable Securities cosered by such registration statement, at
ally time sshen a prospectus relating thereto is required to be delis ered under
the Securities Act, of the happening of ans event as a result of sshich any
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state ails material filet
required to be stated therein or necessars to make the statements therein, in
the light of the circumstances under sshich thes ssere made. not misleading.

           [he Company may require each holder of Registrable Securities as to
sshich an~ registration is being effected to. and each such holder, as a
condition to including Registrable Securities in such registration, shall.
furnish the Compan~ ss ith such information and affidas its regarding such
holder and the distribution of such securities as the Compans max from time to
time reasonably request in ss riting in connection s~ ith such registration.

           Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that upon receipt of any notice from the (.ompanx of the
happening of any es em of the kind described in the second sentence of this
Section 2.03. such holder ss ill forthwith discontinue such holder's disposition
of Registrable Securities pursuant to the registration statement relating to
such Registrable Securities until such holder's receipt of tile copies of a
supplemented or amended prospectus and, if SO directed by the Compan~ . ss ill
delis er to the (`ompany (at the Compan~ `s expense) all copies. other tharl
permanent file copies. then in such holder's possession of the prospectus
relating to such Registrable Securities current at tile time of receipt of such
notice.

           2.04   t nderss ritten Offerings.


           (a) t nderssritten Demand Offerings. In the case of ans underssritten
I~ublic Olfering being effected pursuant to a Demand Registration. the Managing
tinderssriter and any other underssriter or underss riters ss ith respect to
such offering shall be selected. after consultation ss ith the Company. by' the
holders of all of the Regi'trable Securities. ss hich coiisent shall not be
unreasonabls s~ ithheld. [he Compan~ shall enter into an underss ritine
agreement in customars torm s~ itfi such underssriter or underssriters. sshich
shall include, among other pros isions. indemnities to the effect and to the
extent pros ided in Section 2.05 hereof and shall take all such other actions as
are reasonably requested by the Managing I lnderwriter in order to expedite or
facilitate the registration and disposition of the Recistrable Securities. I he
holders of

<PAGE>

Recistrable Securities shall be parties to such underssriting agreemeni. No
Reqtiesting tlolder may participate in such underssritien oticring unless such
holder agrees to sell its Recistrable Securities on the basis pros ided in such
underss riting agreement and completes and executes all questionnaires. possers
of attornes . indemnities and other documents reasonably required under the
terms of such unders% riting agreement If aiis Requesting I lolder disappros es
of the terms of an underwriting, such holder mis elect to ss ithdrass therefrom
and from such registration bs notice to the Compan~ and the Managing
tjnderssriter.

           (hI Underssritten Pigg~ back Offerings. If the Compan~ at any time
proposes to register any of its securities and such securities are to be
distributed by or through one or more underssriters. the Compan~ s~ ill. subiect
to the pros isions of paragraph 2(12(c). use its best efforts, if requested by
the holders of all of the Registrable Securities, to arrange for such
underssriters to include the Registrable Securities to be offered and sold by
such holders among the securities to be distributed bs such underssriters. and
such holders shall be obligated to sell their Registrable Securities in such
registration through such unders~ riters on the same terms and conditions as
apply to the other Coinpan~ securities to be sold by such underss riters in
connection s~ ith such registration. I he holders of the Registrable Securities
shall be parties to the underssritine aereement between the Company and such
underssriter or unders~ riters. No Requesting I lolder may participate in such
underss ritten offering unless such holder agrees to sell its Registrable
Securities on the basis pros ided in such underss riting agreement and completes
and executes all questionnaires. poss ers of attornes . indemnities and other
documents reasonablx required tinder the ternis of such underss riting
agreement. If any Requesting I lolder disappros es of the terms of an underss
ruing, such holder inas elect to ss'ithdras% therefrom and from such
registration bs notice to the Conlpan~ and the Managing I nders~ riter.

           2.05   Indemnification.


           (a) Indemnification by the Company [he Company shall. to the full
extent permitted by law. indemnifs and hold harmless each seller of Registrable
Securities ilciuded in ans registration stateillent filed in coilnectioll ss ith
the registration of the Compans `s securities, its directors and otticers. and
each other Person, if any. ss ho controls ails such seller ss ithin the meaniilg
of the Securities Act, against any losses. claims. danlages. expeilses or
liabilities. mint or ses eral (togetller. "losses"), to sshich such seller or
ans such director or officer or controlling Person may beconle subject under
tIle Securites \ct or otherss ise. insofar as such losses (or acti(lns or
proceedings. ss hether conlmeilced or threatened, in respect thereof) arise out
of or are based upoi~ aily untrtie stateilleilt or alleged tintrue statement Of
ans material tact contaitled in any' such registration statement. ail\
prelimiilarx prospectus, final prospectus or sumillars prospectus contailled
therein, or ans amenctment or supplement thereto, or ans omission or alleced
omission to state therein a illaterial fact required to be stated thereiil or
necessars to make the statemeilts thereiil (in the case of a prospectus. in the
light of the circumstances under s~ hich thes ssere made) not nlisleadiilg. and
the Company ssill reimburse such seller and each such director. officer aild
coiltrolliilg Persoil for any legal or aily Other expeilses reasonably incurred
by them in connectioil with investigating or defeilding any such t oss (or
action or proceeding in respect thereof): pros ided