EXHIBIT 10.56
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MODIFICATION AGREEMENT
FREDERICK M. FRIEDMAN
This Modification Agreement (this "Agreement") is made as of
January 1, 2003 by and between JEH/EAGLE SUPPLY, INC. (formerly
JEH/ACQUISITION CORP.), a Delaware Corporation having a place of
business at 2500 U.S. 287, Mansfield, Texas ("JEH"), EAGLE SUPPLY,
INC., a Florida corporation having a place of business at 1451
Channelside Drive, Tampa, Florida ("Eagle Supply"), EAGLE SUPPLY
GROUP, INC., a Delaware corporation having an office located at 122
East 42nd Street, New York, N.Y. ("ESG"), with JEH, Eagle Supply and
ESG referred to collectively hereinafter as the "Employer," and
FREDERICK M. FRIEDMAN, an individual residing at 911 Park Avenue, New
York, N.Y. (the "Executive").
WHEREAS, JEH previously entered into a written employment
agreement with the Executive dated as of the 1st day of July, 1997 (the
"JEH Agreement"); and
WHEREAS, the JEH Agreement was amended pursuant to a First
Amendment effective as of the 30th day of April, 1998, and pursuant to
a Second Amendment effective as of the first day of November, 1999;
and
WHEREAS, the Executive previously entered into a written
employment agreement with Eagle Supply and ESG dated as of the 17th day
of March 1999 (the "Eagle Supply/ESG Agreement"); and
WHEREAS, the Eagle Supply/ESG Agreement was amended pursuant to a
First Amendment effective as of the 1st day of November, 1999; and
WHEREAS, the parties executed an Amended, Restated and
Consolidated Employment Agreement made as of November 1, 2001 (the
"Restated Agreement"); and
WHEREAS, the parties hereto, consisting of all of the parties to
the aforesaid employment agreements, now desire to amend the terms and
conditions of the Restated Agreement under which the Executive will
continue to be employed by ESG, Eagle Supply, and JEH in the
capacities of Executive Vice President, Treasurer, Secretary, and
Chief Financial Officer, and to render services to them as may be
required, consistent with his employment as hereinafter set forth; and
WHEREAS, Employer acknowledges that Executive is a party to an
employment agreement with TDA Industries, Inc. which has been assumed
by Pemberton Services Corp.; and
WHEREAS, the parties acknowledge the accuracy of the foregoing
recitals and incorporate all of the same into this Agreement as terms
and conditions hereof;
NOW, THEREFORE, in consideration of the promises and mutual
representations, covenants, and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Executive agrees to accept 100,000 shares of Common Stock
$.00001 par value per share of ESG in lieu of $100,000 of cash
compensation for ESG's current fiscal year ending June 30, 2003. The
said shares will be paid to TDA Industries, Inc. in accordance with
the current procedure by which the Executive is paid by ESG.
2. The provisions of paragraph 4(D) of the Restated Agreement
are hereby modified so that the annual Basic Bonus (as defined in that
agreement) is hereby waived by the Executive for the current fiscal
year which is due to end on June 30, 2003 and the amount payable on
such annual Basic Bonus for the next fiscal year, due to end on June
30, 2004, is limited to One Hundred Thousand ($100,000) Dollars.
3. The provisions of paragraph 4(E) of the Restated Agreement
are hereby modified so that the annual Performance Bonus (as defined
in that agreement) is hereby waived by the Executive for the current
fiscal year which is due to end on June 30, 2003.
4. The provisions of paragraph 8(E)(iii) of the Restated
Agreement are hereby modified so that severance pay as set forth
therein shall be increased from six months' Salary (as defined in that
agreement) to two years' Salary plus two years' annual Retirement
Contribution (as defined in that agreement), to be paid in a lump sum
upon completion of a sale of substantially all of the assets or stock
of ESG to any nonaffiliated purchaser or purchasers in an arm's length
transaction, together with the amount credited to the Executive's non-
qualified, non-interest bearing and non-income earning deferred
compensation account as set forth in paragraph 4(F) of the Restated
Agreement. In addition, severance pay under paragraph 8(E)(iii) of
the Restated Agreement shall also include the payments of two years of
(i) the annual allowance of $50,000 toward the payment of premiums on
a policy or policies of life insurance as set forth in paragraph
4(B)(ii) of the Restated Agreement; and (ii) any other premiums for
insurance in force for the Executive at the time of any such sale.
5. Except as expressly modified herein, all terms and
conditions of the Restated Agreement remain unchanged and the same are
hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the day and year first above written.
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JEH/EAGLE SUPPLY, INC.
By: _______________________
EAGLE SUPPLY, INC.
By: _______________________
EAGLE SUPPLY GROUP, INC.
By: _______________________
___________________________
FREDERICK M. FRIEDMAN
APPROVED AND CONSENTED TO: PEMBERTON SERVICES CORP.
By: _______________________
APPROVED AND CONSENTED TO: TDA INDUSTRIES, INC.
By: _______________________
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