Amendment to Employment Agreement between David E. Malone and Knockout Holdings, Inc.

Summary

This agreement amends David E. Malone's employment terms with Knockout Holdings, Inc. Mr. Malone agrees to change his position from Chief Executive Officer to President and Chief Operating Officer, allowing John Bellamy to serve as CEO. The amendment is conditional on certain obligations being met by John Bellamy and Isaac Horton within ten days, and it grants Mr. Malone the right to resign with severance if there is a change of control in the company. The original employment agreement remains in effect except as modified by this amendment.

EX-10.6 7 v025839_ex10-6.txt EXHIBIT 10.6 David E. Malone 130 S. Canal Unit 10B Chicago, Illinois 60606 September 15, 2005 Knockout Holdings, Inc. Mr. Isaac Horton Mr. John Bellamy Attn.: Mr. John Bellamy, Chairman 8824 Stage Ford Road 1801 N. Natoma Avenue 100 W. Whitehall Avenue Raleigh, NC 27615 Chicago, IL 60707 Northlake, IL 60164 Gentlemen: You have requested that I agree to an amendment to my Employment Agreement changing the position for which I was hired from Chief Executive Officer to President and Chief Operating Officer, in order to allow John Bellamy to be and remain the Chief Executive Officer of the Company. This letter will confirm my agreement to do so, subject to, and conditional upon, the written agreement thereto by Knockout Holdings, Inc., John Bellamy and Isaac Horton and to the satisfaction of each and all of the following conditions: 1. The full performance by John Bellamy and Isaac Horton of their respective obligations pursuant to Paragraph 4(d) of my Employment Agreement within ten (10) days from the date hereof. 2. The agreement of Knockout Holdings, Inc., John Bellamy and Isaac Horton, as evidenced by their signatures below, to amend my Employment Agreement to provide that if there is a change of control of the Company (meaning that if substantially all of the assets of the Company shall be acquired by any third party or parties, or if a majority of the voting shares of the Company shall hereafter be owned by a party or parties who are not currently shareholders of the Company), I shall have the right to resign my employment within ninety (90) days after I am notified by the Company that such change of control has occurred. In such event, if I resign my employment, my resignation shall be considered as though my employment were terminated by the Company without cause pursuant to Section 6(b), and I shall be entitled to all rights as therein provided. Please execute and return a copy of this letter to me on or before September 21, 2005, to indicate your agreement to the foregoing. In such event, except as herein provided, my Knockout Holdings, Inc. and Messrs Isaac Horton and John Bellamy September 15, 2005 Page Two Employment Agreement dated August 22, 2005, shall remain in full force and effect. If you do not sign and return a copy of this letter to me on or before September 21, 2005, and/or if either or both of Messrs. Bellamy and Horton shall fail to satisfy their obligations pursuant to Paragraph 4(d) of my Employment Agreement within the time above stated, this letter shall be null and void and of no force and effect, and my Employment Agreement shall remain in full force and effect as originally executed. Very truly yours, /s/ David E. Malone David E. Malone DEM:kmn AGREED TO THE FOREGOING: Knockout Holdings, Inc. By:/s/ David E. Malone Dated: 9/15/05 --------------------------------- ------------ Print Name: David E. Malone ------------------------ AGREED TO THE FOREGOING: John Bellamy Dated: 9/15/05 - --------------------------------------- ------------ John Bellamy AGREED TO THE FOREGOING: Issac Horton Dated: 9/15/05 - --------------------------------------- ------------ Isaac Horton