RSTAR CORP
EX-10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>tex10_5-29516.txt
<DESCRIPTION>EX-10.5
<TEXT>
<PAGE>

EXHIBIT 10.5

                         EXECUTIVE EMPLOYMENT AGREEMENT
                         ------------------------------

         This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is effective as of
November 4, 2002, and is entered into by and between RSTAR CORPORATION, a
Delaware corporation (the "Company") with offices located at 1560 Sawgrass
Corporate Parkway, Sunrise, Florida 33323, and SAMER SALAMEH, an individual
residing at Fray Payo De Rivera 270 Colonia Virreyes, Mexico, D.F. 11000, Mexico
(hereinafter, the "Executive").


                                    RECITALS
                                    --------


     The Company wishes to appoint Executive as the Chairman and Chief Executive
Officer of the Company, and Executive wishes to accept such appointment on the
terms and conditions set forth herein.

     Now, therefore, in consideration of the premises and mutual covenants set
forth below, the parties agree as follows:

     1.   EMPLOYMENT.

          1.1   EMPLOYMENT. The Company hereby agrees to employ the Executive
and the Executive hereby agrees to serve the Company on the terms and conditions
set forth herein.

          1.2   DUTIES OF EXECUTIVE. During the Term of Employment under this
Agreement, the Executive shall serve as the Chairman and Chief Executive Officer
of the Company, shall faithfully and diligently perform all services consistent
with his positions and titles as may be assigned to him by the Executive
Committee of the Board of Directors of the Company (the "Committee"), to whom
the Executive shall report, and shall exercise such power and authority as may
from time to time be delegated to him by the Committee. The Company agrees to
promptly seek such approvals, and the adoption of such motions or resolutions,
by its Board of Directors as may be necessary to confirm or authorize the
foregoing. The Executive shall devote substantially all of his time, skills and
attention to the business and affairs of the Company, render such services to
the best of his ability, and use his reasonable best efforts to promote the
interests of the Company.

          1.3   OTHER ACTIVITIES. As long as the following activities do not
interfere with or detract from the performance of the Executive's
responsibilities to the Company, notwithstanding the foregoing or any other
provision of this Agreement, it shall not be a breach or violation of this
Agreement for the Executive to:

                (i)    enter into any formal or informal agreements to perform
any and all services or other activities required by various business entities,
of Gilat Satellite Networks, Ltd. in North and South America, and to devote
time, skills and attention to its business and affairs or that of any of its
affiliates or subsidiaries (collectively, "Gilat");

                (ii)   serve on corporate, civic or charitable boards or
committees, including but not limited to that of Starband Communications Inc.;

                                       1
<PAGE>

                (iii)  deliver lectures, fulfill speaking engagements or teach
at educational institutions; or

                (iv)   manage personal investments and activities, so long as
such investments and activities do not interfere with or detract from the
performance of the Executive's responsibilities to the Company in accordance
with and during the term of this Agreement and provided that the Company shall
not be responsible for providing any compensation, expense reimbursements or any
other benefits to the Executive with respect to such activities.

     2.   TERM OF EMPLOYMENT.

          2.1   The term of the Executive's employment under this Agreement
shall commence as of November 4, 2002 (the "Commencement Date") and shall
continue in force for a period of two (2) years, unless sooner terminated in
accordance with Section 5 below (the "Term of Employment"). This Agreement may
be extended or renewed upon mutual written agreement by the parties. (The date
on which the Term of Employment shall expire, is sometimes referred to in this
Agreement as the "Expiration Date".)

          2.2   In the event that this Agreement expires and is not renewed by
the parties, and is not subject to any of the termination clauses set forth in
Section 5 below (in which case such clauses shall prevail), the following shall
apply:

                a.     Executive shall be entitled to receive notice from the
Company three (3) months prior to the Expiration Date of Company's intention not
to renew or extend this Agreement, and upon Expiration shall be entitled to
receive a severance payment equal to six (6) months Base Salary. If the Company
fails to serve the foregoing notice, then the term of this agreement shall
automatically renew on the same terms and conditions for an additional period of
two years.

                b.     Executive's stock options shall continue to vest for an
additional twelve (12) months following the Expiration Date;

                c.     For a period ending the earlier of twelve (12) months
after the Expiration Date or the time at which the Executive obtains such items
elsewhere, the Executive shall be entitled, at the Company's cost, to continue
his participation in the Company's medical, dental, hospitalization, accidental
death and dismemberment, disability and life insurance plans.

     3.   COMPENSATION.

          3.1   BASE SALARY. The Company shall pay to the Executive a base
salary ("Base Salary") of $250,000 per year payable in installments consistent
with the Company's normal payroll schedule, subject to applicable withholding
and other taxes.

          3.2   BONUSES.

                a.     The Company shall pay by wire transfer to the Executive
a signing bonus of $150,000 within five (5) days of the execution of this
Agreement. The Company shall

                                       2
<PAGE>

pay such amount directly to Executive without withholding of any taxes if it is
able to do so, and in such case, Executive shall be liable for all taxes
regarding such sum and shall hold Company harmless for any taxes due. Such
signing bonus shall be refunded by the Executive to the Company in the event
that Company terminates this Agreement for Cause or Executive terminates this
Agreement other than for Good Reason during the first six (6) months after the
Commencement Date.

                b.     Commencing on January 31, 2004 and on each successive
January 31st following a calendar year during which this Agreement is in effect,
Executive shall be entitled to receive payment of a bonus equal to fifty percent
(50%) of his Base Salary if the Company reaches sales and/or other targets for
the preceding calendar year that are to be mutually agreed annually between the
Executive and the Compensation Committee of the Board. In the event that the
Executive worked only part of a year (excluding 2002), the bonus due shall be
prorated accordingly based on the number of days the Executive was employed by
the Company during such calendar year.

          3.3   OPTIONS.

                The Company, within six (6) months of the Commencement Date,
shall adopt a stock option plan for its executive officers on such terms as are
mutually agreeable to the Company, acting through the Compensation Committee of
its Board, and the Executive. Executive shall receive a grant under such plan,
in an amount which shall be mutually agreeable and subject to vesting on a
monthly basis over a period of forty-eight (48) months, provided however that
the grant to Executive shall be no less than the amount of any grant given to
any other officer, employee or director and provided further that (i) vesting of
such shares shall commence as of the Commencement Date, and (ii) the strike
price shall be the average trading price of the Company's shares during the
month of October 2002. In addition, in the event that termination occurs under
Sections 5.2 or 5.3(c) below, Executive's options shall continue to vest for an
additional twelve (12) months after the Termination Date; but if termination
occurs under Sections 5.1 or 5.3(b) below, then vesting shall cease upon the
Termination Date..

     4.   EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

          4.1   RELOCATION EXPENSES. The Company shall reimburse Executive for
up to $25,000 of expenses related to the storage of Executive's personal
belongings and to Executive's relocation to such city within the United States
or Mexico as is determined to be the location at which Executive shall maintain
his offices.

          4.2   ACCOUNTING EXPENSES. Within thirty (30) days of signing of this
Agreement, and for each subsequent calendar year during the Term of Employment,
the Company shall reimburse Executive the sum of $5,000 for personal general
accounting expenses related to his employment with the Company.

          4.3   GENERAL REIMBURSEMENT OF EXPENSES. Upon the submission of proper
substantiation by the Executive, and subject to such rules and guidelines as the
Company may from time to time adopt with respect to the reimbursement of
expenses of executive personnel, the Company shall reimburse the Executive for
all reasonable expenses actually paid or incurred

                                       3
<PAGE>

by the Executive during the Term of Employment in the course of and pursuant to
the business of the Company. The Executive shall account to the Company in
writing for all expenses for which reimbursement is sought and shall supply to
the Company copies of all relevant invoices, receipts or other evidence
reasonably requested by the Company.

          4.4   BENEFIT PROGRAMS. During the term of Employment, the Executive
shall be entitled to participate in all medical, dental, hospitalization,
accidental death and dismemberment, disability, and life insurance plans as well
as any savings, pension, profit-sharing and/or deferred compensation plans as
are presently and hereinafter offered by the Company to its executive personnel.

          4.5   WORKING FACILITIES. During the Term of Employment, the Company
shall furnish the Executive with an office at a location to be mutually agreed
upon, secretarial help and such other facilities and services suitable to his
position and adequate for the performance of his duties hereunder.

          4.6   OTHER BENEFITS. The Executive shall be entitled to twenty-one
(21) days of paid vacation each year during the Term of Employment, to be taken
at such times as the Executive and the Company shall mutually determine and
provided that no vacation time shall significantly interfere with the duties
required to be rendered by the Executive hereunder. Any vacation time not taken
by Executive may be redeemed for cash.

     5.   TERMINATION.

          5.1   TERMINATION FOR CAUSE. The Company shall at all times have the
right, upon written notice to the Executive, to terminate the Term of Employment
for Cause as defined below. For purposes of this Agreement, the term "Cause"
shall mean (i) an action or omission of the Executive which constitutes a
willful and material breach of, or willful and material failure or refusal
(other than by reason of his disability or incapacity) to perform his duties
under, this Agreement which is not cured within fifteen (15) days after receipt
by the Executive of written notice of same, (ii) a conviction for fraud,
embezzlement, misappropriation of funds or breach of trust in connection with
his services hereunder, (iii) a conviction of any crime which involves
dishonesty or a breach of trust, or (iv) gross negligence in connection with the
performance of the Executive's duties hereunder, which is not cured within
fifteen (15) days after receipt by the Executive of written notice of same.
Notice of any termination for Cause shall be given in writing to the Executive,
which notice shall set forth in reasonable detail all acts or omissions upon
which the Company is relying for such termination prior to the effective date of
termination. Upon any termination pursuant to this Section 5.1, the Company
shall pay to the Executive any unpaid Base Salary through the date of
termination and shall have no further liability hereunder other than for (x)
reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4, and (y) payment
of compensation for unused vacation days that have accumulated as of the
effective date of termination.

          5.2   TERMINATION WITHOUT CAUSE. At any time the Company shall have
the right to terminate the Term of Employment by written notice to the Executive
not less than sixty (60) days prior to the termination date. Upon any
termination pursuant to this Section 5.2 (that is not a

                                       4
<PAGE>

termination under any of Sections 5.1or 5.3), the Company shall (i) pay to the
Executive any accrued but unpaid Base Salary earned on a pro-rata basis through
the date of termination, (ii) pay to the Executive the accrued but unpaid bonus
earned on a pro rata basis, if any, and (iii) pay, in one lump sum, an amount
equal to nine (9) months of the Executive's then applicable Base Salary. Upon
any termination effected and compensated pursuant to this Section 5.2, the
Company shall have no further liability hereunder other than for (x)
reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4; (y) payment of
compensation for unused vacation days that have accumulated as of the effective
date of such termination; and (z) payment for all applicable benefits pursuant
to Section 4.4 through the remainder of the then current Term of Employment or
until Executive obtains comparable benefits from a new employer, if earlier.

          5.3   TERMINATION BY EXECUTIVE.

                a.      The Executive shall at all times have the right to
terminate his employment hereunder by providing Company with written notice not
less than sixty (60) days prior to the termination date.

                b.     Upon any termination pursuant to this Section 5.3 that is
not for Good Reason (as defined below), the Company shall have no further
liability hereunder other than for (x) payment of that portion of the Base
Salary accrued and unpaid through the date of termination and reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 4, and (y) payment of compensation for
unused vacation days that have accumulated during the calendar year in which
such termination occurs.

                c.     Upon termination of the Term of Employment pursuant to
this Section 5.3 by the Executive for Good Reason, or upon the death of the
Executive or his long term disability (defined for these purposes as his
inability for medical reasons to provide the services required hereunder for a
period of 30 business days during any three (3) month period), the Company shall
pay to the Executive the same amounts, and shall continue or compensate for
Benefits in the same amounts, that would have been payable or provided by the
Company to the Executive under Section 5.2 of this Agreement if the Term of
Employment had been terminated by the Company without Cause.

                d.     For purposes of this Agreement, "Good Reason" shall mean
(i) the assignment to the Executive of any duties materially inconsistent in any
respect with the Executive's position (including status, offices, titles,
compensation and reporting requirements), authority, duties or responsibilities
as contemplated by Section 1.2 of this Agreement, or any other action by the
Company which results in a material diminution in such position, authority,
duties or responsibilities; (ii) any material failure by the Company to comply
with any of the provisions of this Agreement, other than an inadvertent failure
not occurring in bad faith and which is remedied by the Company promptly after
receipt of notice thereof given by the Executive; (iii) a change in the location
of Executive's office which is deemed unacceptable by the Executive, provided
however, it shall not be considered an unacceptable change of location under
this provision if such location is Mexico City, Mexico, Sunrise, Florida or
McLean,

                                       5
<PAGE>

Virginia); and (iv) any purported termination by the Company of the Executive's
employment otherwise than for Cause pursuant to Section 5.1 prior to the
Expiration Date.

          5.4   RESIGNATION. Upon any termination of employment pursuant to this
Section 5, the Executive shall be deemed to have resigned as an officer, and if
he was then serving as a director of the Company, as a director, and if required
by the Board, the Executive hereby agrees to promptly execute a resignation
letter to the Board.

          5.5   SURVIVAL OF PROVISIONS. The provisions of this Section 5, and
the Executive's vesting rights under the option plan pursuant to Section 3.3,
shall survive the termination of this Agreement, as applicable.

     6.   OTHER OBLIGATIONS.

          6.1   CONFIDENTIAL INFORMATION. The Executive shall not at any time
divulge, communicate, use to the detriment of the Company or for the benefit of
any other person or persons, or misuse in any way, any Confidential Information
(as hereinafter defined) pertaining to the business of the Company. Any
Confidential Information or data now or hereafter acquired by the Executive with
respect to the business of the Company (which shall include, but not be limited
to, information concerning the Company's financial condition, prospects,
technology, customers, suppliers, sources of leads and methods of doing
business) shall be deemed a valuable, special and unique asset of the Company
that is received by the Executive in confidence and as a fiduciary, and
Executive shall remain a fiduciary to the Company with respect to all of such
information. For purposes of this Agreement, "Confidential Information" means
information disclosed to the Executive or known by the Executive as a
consequence of or through the unique position of his employment with the Company
(including information conceived, originated, discovered or developed by the
Executive) after the date hereof, and not generally or publicly known, about the
Company or its business. Notwithstanding the foregoing, nothing herein shall be
deemed to restrict the Executive from disclosing Confidential Information to
promote the best interests of the Company, to Gilat or to the extent required by
law.

          6.2   BOOKS AND RECORDS. All books, records, and accounts relating
directly to the customers or clients of the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company on termination of the Executive's employment hereunder or on the
Company's request at any time.

          6.3   DEFINITION OF COMPANY. Solely for purposes of this Section 6,
the term "Company" also shall include any existing or future subsidiaries of the
Company that are operating during the time periods described herein and any
other entities that directly or indirectly, through one or more intermediaries,
control, are controlled by or are under common control with the Company during
the periods described herein.

          6.4.  COMPETITIVE ACTIVITY

                a.     NON-COMPETITION. During the term of this Agreement and
for a period of one (1) year from the Expiration Date or if this Agreement is
for any reason terminated

                                       6
<PAGE>

prior to the Expiration Date, then from such date of termination ("Termination
Date"), the Executive will not directly or indirectly:

                       (i)    carry on or hold an interest in any company,
venture, entity or other business (other than a minority interest in a publicly
traded company) which competes with the satellite-based voice, data,
telecommunication and network products or services of the Company or its
subsidiaries, including those products or services contemplated in a plan
adopted by the Board of Directors of the Company or its subsidiaries (a
"competing business");

                       (ii)   act as a consultant or employee or officer or in
any managerial capacity in a competing business in competition with the Company
or its subsidiaries restricted services (as defined below) to any person or
entity who, to his knowledge, was provided with services by the Company or its
subsidiaries at any time during the twelve (12) months immediately prior to the
Expiration Date or Termination Date;

                       (iii)  solicit, canvass or approach or endeavor to
solicit, canvass or approach any person who, to his knowledge, was provided with
services by the Company or its subsidiaries at any time during the twelve (12)
months immediately prior to the Expiration or Termination Date, for the purpose
of offering services or products which compete with the satellite-based voice,
data, telecommunications and network services or products supplied by the
Company or its subsidiaries at the Expiration Date or Termination Date
("restricted services"); or

                       (iv)   employ, solicit or entice away or endeavor to
solicit or entice away from the Company or its subsidiaries any person employed
by the Company or its subsidiaries any time during the twelve (12) months
immediately prior the Expiration Date or Termination Date with a view to
inducing that person to leave such employment and to act for another employer in
the same or a similar capacity.

                b.     The provisions of this Section 6.4 shall have no
application with respect to Executive's employment by, serving as an officer,
director or consultant of or to, or carrying on or holding any interest in (a)
Gilat, or (b) EarthLink, Inc. or any of its subsidiaries or affiliates, or to
any action taken in connection with or in furtherance or fulfillment of his
duties or interests as a result of such position.

          6.5   ACKNOWLEDGMENT BY EXECUTIVE. The Executive acknowledges and
confirms that (i) the restrictive covenants contained in this Section 6 are
reasonably necessary to protect the legitimate business interests of the
Company, and (ii) the restrictions contained in this Section 6 (including
without limitation the length of the term of the provisions of this Section 6)
are not overbroad, overlong, or unfair and are not the result of overreaching,
duress or coercion of any kind. The Executive further acknowledges and confirms
that his full, uninhibited and faithful observance of each of the covenants
contained in this Section 6 will not cause him any undue hardship, financial or
otherwise, and that enforcement of each of the covenants contained herein will
not impair his ability to obtain employment commensurate with his abilities and
on terms fully acceptable to him or otherwise to obtain income required for the
comfortable support of him and his family and the satisfaction of the needs of
his creditors. The Executive acknowledges and confirms that his special
knowledge of the business of the Company is such as would cause the Company
serious injury or loss if he were to use such ability and knowledge to the
benefit of a competitor or were to compete with the Company in violation of the
terms of this Section 6. The Executive further acknowledges that the
restrictions contained in this Section 6

                                       7
<PAGE>

are intended to be, and shall be, for the benefit of and shall be enforceable
by, the Company's successors and assigns.

          6.6   SURVIVAL. The provisions of this Section 6 shall survive the
termination of this Agreement, as applicable.

          6.7   INJUNCTION. It is recognized and hereby acknowledged by the
parties hereto that a breach by the Executive of any of the covenants contained
in Section 6 of this Agreement will cause irreparable harm and damage to the
Company, the monetary amount of which may be virtually impossible to ascertain.
As a result, the Executive recognizes and hereby acknowledges that the Company
shall be entitled to an injunction from any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in Section 6 of this Agreement by the Executive or any of his affiliates,
associates, partners or agents, either directly or indirectly, and that such
right to injunction shall be cumulative and in addition to whatever other
remedies the Company may possess.

     7.   ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement shall be resolved exclusively by arbitration in Miami-Dade
County, Florida, in accordance with the Rules of the American Arbitration
Association then in effect (except to the extent that the procedures outlined
below differ from such rules). Within thirty (30) days after written notice by
either party has been given that a dispute exists and that arbitration is
required, each party must select an arbitrator and those two arbitrators shall
promptly, but in no event later than thirty (30) days after their selection,
select a third arbitrator. If the two arbitrators fail to so appoint the third
arbitrator, then the third arbitrator shall be appointed by the American
Arbitration Association. The parties agree to act as expeditiously as possible
to select arbitrators and conclude the dispute. The selected arbitrators must
render their decision in writing. Each party shall bear its own costs and
expenses relating to the arbitration and to the enforcement of any award
resulting there from. Judgment may be entered on the arbitrators' award in any
court having jurisdiction. Although arbitration is contemplated to resolve
disputes hereunder, either party may proceed to court to obtain an injunction to
protect its rights hereunder, the parties agreeing that either could suffer
irreparable harm by reason of any breach of this Agreement. Pursuit of an
injunction shall not impair arbitration on all remaining issues.

     8.   ASSIGNMENT. Neither party shall have the right to assign or delegate
his rights or obligations hereunder, or any portion thereof, to any other
person.

     9.   GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Florida without
application of conflicts of laws principles.

     10.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and, upon
its effectiveness, shall supersede all prior agreements, understandings and
arrangements, both oral and written, between the Executive and the Company (or
any of its affiliates) with respect to such subject matter. This Agreement may
not be modified in any way unless by a written instrument signed by both the
Company and the Executive.

                                       8
<PAGE>

     11.  NOTICES. All notices required or permitted to be given hereunder shall
be in writing and shall be personally delivered by courier, sent by registered
or certified mail, return receipt requested or sent by confirmed facsimile
transmission, with a copy by first class mail, addressed as set forth herein.
Notices personally delivered, sent by facsimile or sent by overnight courier
shall be deemed given on the date of delivery and notices mailed in accordance
with the foregoing shall be deemed given upon the earlier of receipt by the
addressee, as evidenced by the return receipt thereof, or three (3) days after
deposit in the U.S. mail. Notice shall be sent (i) if to the Company, addressed
to the members of the Compensation Committee of the Board of Directors and
Chairman of the Board of the Company, and (ii) if to the Executive, to his
address as reflected on the payroll records of the Company, or to such other in
accordance with this provision.

     12.  BINDING EFFECT. This Agreement shall be for the benefit of and binding
upon the parties hereto and their respective heirs, personal representatives,
legal representatives, successors and, where permitted and applicable, assigns,
including, without limitation, any successor to the Company, whether by merger,
consolidation, sale of stock, sale of assets or otherwise.

     13.  SEVERABILITY. The invalidity of any one or more of the words, phrases,
sentences, clauses, provisions, sections or articles contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement
or any part thereof, all of which are inserted conditionally on their being
valid in law, and, in the event that any one or more of the words, phrases,
sentences, clauses, provisions, sections or articles contained in this Agreement
shall be declared invalid, this Agreement shall be construed as if such invalid
word or words, phrase or phrases, sentence or sentences, clause or clauses,
provisions or provisions, section or sections or article or articles had not
been inserted.

     14.  WAIVERS. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall not operate nor be construed as a
waiver of any subsequent breach or violation.

     15.  DAMAGES. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other.

     16.  SECTION HEADINGS. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

     17.  NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.

                                       9
<PAGE>

     18.  COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument and agreement.

     19.  INDEMNIFICATION.

          a.    Subject to limitations imposed by law, the Company shall
indemnify, defend and hold harmless the Executive to the fullest extent
permitted by law from and against any and all claims, damages, expenses
(including attorneys' fees), judgments, penalties, fines, settlements, and all
other liabilities incurred or paid by him in connection with the investigation,
defense, prosecution, settlement or appeal of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and to which the Executive is a party or is threatened to be made
a party by reason of the fact that the Executive is or was an officer, employee
or agent of the Company, or by reason of anything done or not done by the
Executive in any such capacity or capacities, provided that the Executive acted
in good faith, in a manner that was not grossly negligent or constituted willful
misconduct and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Company also shall pay any and all expenses (including attorney's fees) incurred
by the Executive as a result of the Executive being called as a witness in
connection with any matter involving the Company and/or any of its officers or
directors.

          b.    To the extent permitted by law, the Company shall pay any
expenses (including attorneys' fees), judgments, penalties, fines, settlements,
and other liabilities incurred by the Executive in investigating, defending,
settling or appealing any action, suit or proceeding described in this Section
19 as incurred and in advance of the final disposition of such action, suit or
proceeding. To the extent permitted by law, the Company shall promptly pay the
amount of such expenses to the Executive, but in no event later than ten (10)
days following the Executive's delivery to the Company of a written request for
an advance pursuant to this Section 19, together with a reasonable accounting of
such expenses.

          c.    The Executive hereby undertakes and agrees to repay to the
Company any advances made pursuant to this Section 19 as incurred and if and to
the extent that it shall ultimately be found that the Executive is not entitled
to be indemnified by the Company for such amounts.

          d.    The Company shall maintain such directors and officers and other
insurance policies as are determined to be reasonable by its Board to secure the
foregoing obligations and shall not modify or amend its By-laws in any manner
which would limit or restrict its ability or right to honor the foregoing
obligations.

          e.    The provisions of this Section 19 shall survive the termination
of this Agreement.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                       10
<PAGE>

                                     RSTAR CORPORATION


                                     By: /s/
                                         --------------------------------------

                                     Name: Ami Samuels
                                           ------------------------------------

                                     Title: Chairman, Compensation Committee
                                            -----------------------------------


                                     SAMER SALAMEH

                                     /s/
                                     ------------------------------------------


                                       11

</TEXT>
</DOCUMENT>
