Sample Business Contracts


Employment Agreement [Addendum] - ProsoftTraining and Robert G. Gwin

Employment Forms

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                        ADDENDUM TO EMPLOYMENT AGREEMENT

This Addendum To Employment Agreement ("Addendum") is made this 29th day of
October, 2001, between ProsoftTraining, a Nevada corporation, (the "Company")
and Robert G. Gwin, ("Employee").

WHEREAS: The Company and Employee previously entered into an Employment
Agreement on July 17, 2000;

WHEREAS: Since the execution of the original contract, there has been a
management shift. As part of that shift, Employee will undertake additional
responsibilities on behalf of the Company;

WHEREAS: The Company wishes to give Employee incentive to undertake additional
responsibilities; and,

WHEREAS: The Company wishes to memorialize the amendment to the Employment
Agreement.

NOW THEREFORE, in consideration of the promises and mutual covenants set forth,
the parties do agree to amend the Employment Agreement as follows:

1.       Paragraph 1 of the Employment Agreement is amended to indicate that the
         contract shall conclude on July 31, 2003. This constitutes a one-year
         extension to the original contract.

2.       Paragraph 2.1 of the Employment Agreement is amended to indicate that
         Employee is also being given the title of Executive Vice President.
         Further, Employee will be given additional supervisory and managerial
         requirements as the Chief Executive Officer may designate from time to
         time.

3.       Paragraph 4.1 of the Employment Agreement is amended to indicate that
         Employee shall receive a base salary of $180,000.00 per year.

4.       Paragraph 4.5 of the Employment Agreement is amended to indicate that
         the annual bonus shall be up to $72,000.00. Paragraph a. is amended to
         indicate the bonus amount, which may be received, is $10,800.00, in
         addition the closing price of the stock necessary to receive the bonus
         is amended to $2,50; Paragraph b. is amended to indicate the bonus
         amount, which may be received, is $10,800.00, in addition the closing
         price of the stock necessary to receive the bonus is amended to $5.00;
         Paragraph c. is amended to indicate the bonus amount, which may be
         received, is $7,200.00. (The maximum amount is $21,600 per contract
         year.) The discretionary maximum bonus amount in Paragraph d. is
         changed to $28,800.00. Paragraph e. is amended to indicate that the
         bonus shall be for each contract year as opposed to calendar year, the
         rest of the paragraph remains unchained

5.       Paragraph 7.3 is amended to read as follows: If upon the completion of
         a change of control Employee is not President of the ultimate parent
         organization of which the Company is a part, then the Company shall
         immediately make a payment to Employee equal to $250,000.00.

6.       There are no additional changes to the contract.  The remainder of the
         original agreement is in full force and effect.

IN WITNESS WHEREOF, this Amendment to the Employment Agreement has been executed
and delivered by a duly authorized officer of the Company and by Employee on the
date first above written.

<PAGE>

"Company"                                                "Employee"
ProsoftTraining

/s/  Jerrell M. Baird                                 /s/  Robert G. Gwin
------------------------------------                  --------------------------
By:  Jerrell M. Baird                                 By:  Robert G. Gwin
     Chairman and CEO

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