Nicholas J. Malino
November 30, 1998
Page 4
Streamedia Communications, Inc.
Employer's Copy Printed 01/24/99 4:00 PM
P.O. 750471, Forest Hills, NY 11375-0471 / 718-523-1822 / Fax 718-523-2137
P.O. 222, Hasbrouck Heights, NJ 07604 / 201-288-0751 / Fax 201-462-0193
E-Mail: streamedia@usa.net / http://www.ewirenews.com /
http://www.businessbroadcast.com
November 30, 1998
Mr. Nicholas J. Malino
250 West 90th Street
New York, New York 10024
Re: OFFER OF EMPLOYMENT
Chief Financial Officer
Dear Mr. Malino:
It is our pleasure to extend an offer of employment as Chief Financial Officer,
of Streamedia Inc. ("STREAMEDIA"). In this capacity you will report to James
Rupp, STREAMEDIA's President and Chief Executive Officer. Your start date as an
employee will be December 1, 1998.
This position is considered to be a Regular Part Time Position, as defined in
the Streamedia Communications, Inc. Employee Manual.
A. Compensation
In consideration of your providing your best managerial, accounting and
financial efforts, STREAMEDIA will provide you:
1. A monthly salary of Seven Thousand Dollars ($7,000.00). All such
compensation will be deferred until the first phase of financing is
completed, but in no case to exceed thirty (30) days from the date of
this agreement. Company health, life, dental, holiday, vacation and
other benefits and benefit options on the same terms provided to all
employees.
2. Option to participate in 401K plan, option plans, and other employee
benefit plans in accordance with the terms and conditions of those
plans.
3. That number of common shares of Streamedia representing 4 1/2% of the
Company's total shares issued and outstanding. These shares will be
issued prior to January 1, 1999. That number of shares representing 3%
of the Company's total shares issued and outstanding will be vested
immediately upon their issuance and the remainder shall vest upon
completion of certain short-term objectives.
4. Participation in an executive-level goals and objectives bonus program.
The exact circumstances of this bonus program will be mutually determined during
the first 120 days of employment, but shall consist, however, of at least
$100,000 payable upon the successful completion of the initial public offering
of Streamedia common stock. In addition, certain amounts, which shall be agreed
by Company and you during the first 30 days of employment to be paid upon
completion of certain mergers and acquisitions as outlined in the Streamedia
business plan, but not limited to these specific acquisitions and upon
completion of capital fundings of any kind subsequent to the initial public
offering.
5. A non-accountable expense allotment of $250.00 per month.
B. Duties and Responsibilities
Streamedia will provide all requisite support and you will have full
responsibility for:
1. The Chief Financial Officer's services will include an evaluation of the
Company's strategic financial alternatives as they relate to the disposition of
some portion of the stock of the Company or the achievement of other strategic
objectives of the Company and its management. Chief Financial Officer will
advise and assist the Company in identifying potential buyers and will, on
behalf of the Company, contact such potential buyers as the Company may
designate. If Chief Financial Officer and the Company believe it to be
advisable, Chief Financial Officer will assist the Company in preparing a
memorandum for distribution to potential buyers or joint venture partners,
describing the Company and its business, operations, properties, financial
conditions and prospects and will, if requested by the Company, participate on
the Company's behalf in negotiations concerning the Transaction. Chief Financial
Officer will assist in implementing the determinations of the Company's Board of
Directors with respect to
these matters.
2. Participate in the financial aspects of the development of a long term
business plan. 3. Overall financial management of all corporate accounting and
collections activities, and
production of financial reports for the Company and two affiliates.
4. To effectively interact and maintain positive relationships with primary and
secondary
lending institutions, investors and other credit facilities. Advising
the President of Streamedia of the status in relation to financial
covenants with these institutions.
5. To maintain the current status of all U.S. Securities and Exchange
Commission requirements for documentation and reporting. Responsible
for maintaining current knowledge and familiarity with SEC regulations
and requirements and for interacting with the Company's SEC attorney
for this purpose.
6. Interaction with the investment community including investors and
analysts at the direction of the President of Streamedia Inc.
7. The development of projections and forecasts for future performance to
be implemented as the company's financial objectives.
8. Analyzing, investigating and providing operational and financial
opinions related to prospective acquisitions, joint ventures,
divestitures or any other type of investment or venture undertaken by
Streamedia or its affiliates.
9. Integrating all acquisitions into the Streamedia organization on a
financial basis and then providing support on financial matters on an
on-going basis.
10. Participating in audits and financial status reviews conducted by
external auditors, corporate or otherwise, or regulatory agencies.
11. Performing such other work as Streamedia's President or Board of Directors
shall direct
C. EXPENSES
Your expenses associated with business travel, entertainment and other proper
business purposes will be reimbursed.
D. TERM OF EMPLOYMENT
Following the first ninety days after the start date of this agreement, this
agreement is cancelable by either party following a thirty-day written notice.
We look forward to your joining us here at STREAMEDIA and the contributions you
will make. We expect this to be a mutually rewarding relationship. If this offer
is acceptable, please sign and return the original to me.
Sincerely,
STREAMEDIA Communications Inc. ACCEPTED BY:
___________________________
James Rupp Date Nicholas J. Malino
Date
President