Chief Operating Officer Employment Agreement

EXECUTIVE EMPLOYMENT
AGREEMENT


EXECUTIVE EMPLOYMENT AGREEMENT made as of July 1, 1997, by and between The Aegis Consumer Funding Group, Inc., a Delaware corporation, with offices at 525 Washington Blvd., Jersey City, New Jersey 07310 (the "Company"), and William F. Henle, residing at 5005 East Crestview Drive, Paradise Valley, Arizona 85253 (the "Executive").


W I T N E S S E T H:


WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, upon the terms and subject to the conditions hereinafter set forth.


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:


1. Employment. The Company agrees to and does hereby employ the Executive, and the Executive agrees to and does hereby accept employment by the Company, subject to the terms and conditions herein set forth.


2. Term. The term of the Executive's employment hereunder shall commence on the date hereof (the "Effective Date") and, unless sooner terminated as set forth below, shall terminate on June 30, 1999 (such period hereinafter referred to as the "Term").


3. Duties.

(a) During the Term, the Executive shall be employed as Executive Vice President and Chief Operating Officer of the Company and shall be in charge of and responsible for the general and supervisory duties normally and customarily attendant to such office in a business entity of the size and type of the Company as such duties may be reasonably defined by the Board of Directors of the Company (the "Board"). Executive shall also render such other lawful services, and exercise such powers, which are from time to time reasonably requested of him, assigned to him or vested in him by the Board and which are commensurate with his position.


(b) The Executive agrees that, during the Term, unless the Board shall otherwise consent, he will devote substantially his full time, energies, labor and skills to the business of the Company. The Company shall provide the Executive with his own office space and appropriate administrative or clerical assistance, all in a location reasonably appropriate to enable the Executive to fulfill his duties, and each commensurate with the Executive's position, duties and responsibilities.


(c) It is hereby acknowledged that, subject to Paragraph 10 hereof, the Executive may either presently, or in the future, be involved in business, charitable or community activities so long as such other activities do not unreasonably interfere with the performance by the Executive of his duties hereunder.


4. Compensation. In consideration for services performed hereunder, the Company shall pay to the Executive an annual salary of $250,000 from the date hereof through June 30, 1998; and an annual salary of $275,000 from July 1, 1998 through June 30, 1999. Compensation payable to the Executive shall be payable in accordance with the Company's customary payroll practices. In addition, the Company shall reimburse the Executive for all expenses reasonably incurred by him in connection with the performance of his duties hereunder and the business of the Company upon the submission to the Company of appropriate receipts therefor.

5. Vacation. The Executive shall be entitled to 4 weeks paid vacation during each consecutive 12 months of his employment hereunder. Vacation shall be taken at times mutually agreeable to the Executive and the Company.


6. Bonus. The Executive shall be entitled to receive bonuses in accordance with the terms of this Section. For the purposes of any allocation and payment of bonuses, the Executive shall be deemed a member of the executive group. The Executive understands that the Company practice with respect to bonuses provides that upon authorization by the Company's Compensation Committee of the Board of Directors ("Committee") of an amount representing a total bonus pool available to all executives, the Chairman of the Board allocates the bonus pool among all executives in such amounts as he shall determine in his discretion. The Executive shall be entitled to participate in any bonus pools authorized by the Committee which are applicable for the fiscal years of the Company ending June 30, 1998 and June 30, 1999, subject to an allocation of such pools that is within the discretion of the Chairman of the Board and subject to the provisions of Section 7 of this Agreement.
7. Benefits.


(a) Throughout the Term, the Executive shall be eligible to participate in any pension, profit-sharing, stock option or similar plan or program of the Company now existing or established hereafter for the benefit of its employees generally, to the extent that he is eligible under the general provisions thereof. The Executive shall also be entitled to participate in any group insurance, hospitalization, medical, health and accident, disability or similar or non-similar plan or program of the Company now existing or established hereafter for the benefit of its employees or executives generally, to the extent that he is eligible under the general provisions thereof. To the extent that the foregoing plans and programs do not provide the Executive with disability insurance providing a maximum benefit level of at least $10,000 per month, the Company shall supplement such plans and programs to provide such coverage.

(b) The Company shall provide the Executive with a policy of term life insurance in an amount equal to $1 Million (or, in the Executive's discretion, any other form or amount of life insurance at an annual premium cost to the Company not in excess of the annual premium for a policy providing $1 Million of term life insurance), payable to such beneficiary or such beneficiaries as shall be designated in writing by the Executive. Such policy shall be owned by the Executive or any person or entity designated by him.


(d) In the event the Company shall cause the Executive to relocate to offices not within reasonable commuting distance of his then current residence, the Executive shall be entitled to receive full reimbursement from the Company for all customary expenses incurred in connection with the Executive's moving his residence to a location within reasonable commuting distance of such new office location. Such expenses shall include but not be limited to the costs of moving, packing and storing the Executive's personal effects, real estate brokerage fees and legal and other incidental costs. In addition, provided that the Executive is making a reasonably diligent effort to sell his then current residence at a price established in good faith based upon then current market conditions in the immediate vicinity, pending the Executive's sale of his then current residence the Company shall make available to the Executive appropriate living facilities maintained by the Company in the vicinity of the new office location and shall reimburse the cost of traveling once a week between such residence and office locations. The Company shall further reimburse the Executive upon sale of such residence for the amount, if any, by which the net proceeds from such sale (after brokerage, legal and other incidental closing costs) are less then the costs to the Executive of such residence, including any improvements thereto. The Company shall further pay the Executive an amount equal to the federal, state and local income taxes due (at the highest marginal brackets then in effect) from the Executive with respect to all amounts payable by the Company pursuant to this subsection (e) to the extent not deductible to the Executive under the Internal Revenue Code of 1986, as amended, and the regulations thereunder.


8. Termination of Executive's Employment.


(a) Notwithstanding any provisions contained herein to the contrary, the Executive's employment may be terminated by the Company upon the Executive's death or disability (as defined below) or for Cause (as defined below), and the Executive may terminate his employment for Good Reason (as defined below);


(b) For purposes of this Agreement, "disability" shall mean the Executive is mentally or physically disabled from properly and fully performing his duties and responsibilities hereunder for a period of 120 consecutive days or for 180 days, even though not consecutive, within any 360-day period, all as evidenced by the written certification of a qualified medical doctor agreed to by the Company and the Executive or, in the absence of such agreement, by a doctor selected by the agreement of a qualified medical doctor selected by each of the Company and the Executive;


(c) For purposes of this Agreement, "Cause" shall mean: (i) the conviction of the Executive of a felony by a federal or state court of competent jurisdiction; (ii) the continued failure by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for Good Reason by the Executive) after a written demand for substantial performance is ...