AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 ("Amendment No. 1"), is made as of this 1st day of June, 2000 by and between
deltathree.com, Inc. a Delaware corporation (the "Company") and Shimmy Zimels ("Executive").
WHEREAS, the Company and Executive have entered into an Employment Agreement dated as of April 1,
1999 (the "Employment Agreement"); and
WHEREAS, the Company and Employee wish to enter into this Amendment to provide, among other things, that
the Executive shall serve as the Company's Chief Operating Officer from and after the date of this Amendment
NOW, THEREFORE, in consideration of the premises and of the mutual covenants undertaken herein, and with
the intent to be legally bound hereby, the Company and Executive hereby agree to amend the Employment
Agreement as follows:
1. Section 2 of the Employment Agreement shall be amended and restated in its entirety as follows:
"(a) IN GENERAL. Executive shall be employed as the Chief Operating Officer and shall perform such duties
and services, consistent with such position and his current duties and services for the Company, and as may be
assigned to him from time to time by the Chief Executive Officer ("CEO") of the Company. The duties of the
Executive shall include serving as an officer or director or otherwise performing services for any "Affiliate" of the
Company as requested by the Company. An "Affiliate" of the Company means any entity that controls, is
controlled by or is under common control with the Company. Executive shall report to the CEO."
2. Section 3(a) of the Employment Agreement shall be amended by substituting "US $200,000" for
"US$170,000" in the first sentence of such Section 3(a).
3. Section 3(b) of the Employment Agreement shall be amended and restated in its entirety as follows:
"(b) PERFORMANCE INCENTIVE PLAN. During the Employment Period, Executive shall be eligible to
participate in the Company's 1999 Performance Incentive Plan. Beginning as of the da