FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (this "Amendment"), dated and effective as of the 15th day of
September, 1998, is by and between HighwayMaster Corporation, a Delaware corporation ("Employer"), and
Jana A. Bell, an individual residing in Dallas County, Texas ("Employee").
Employer and Employee entered into that certain Employment Agreement, dated and effective as of the 29th day
of May, 1998 (the "Employment Agreement"), and the parties wish to amend the Employment Agreement to
reflect a change in the title of Employee, such change having been approved by the Board of Directors of
Employer at a meeting of the Board of Directors held on even date herewith.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein and in the
Employment Agreement, Employer and Employee, intending to be legally bound, hereby agree as follows:
1. Change of Title. Every occurrence of the title "Chief Financial Officer" as it occurs in the Employment
Agreement shall be deleted and replaced with the term "President and Chief Executive Officer".
1. Change of Salary. The first sentence of Section 3(a) of the Employment Agreement shall be replaced with the
a. Salary. Employee shall receive a salary of $25,000 per month payable by Employer in bi-monthly amounts in
2. Change of Bonus. The third sentence of Section 3(c) of the Employment Agreement shall be replaced by the
following two sentences:
The potential annual bonus which may be awarded to Employee shall be in the amount of $50,000 at the first
fiscal year end of Employer after execution of this Agreement, and 50% of actual base salary paid to Employee
pursuant to Section 3(a) above in subsequent fiscal years. The $50,000 bonus for which Employee is eligible for
the first fiscal year end of Employer shall be paid early, such that the $50,000 shall be deemed earned and
payable to Employee on September 15, 1998.