EMPLOYMENT AGREEMENT

 

                                                                    EXHIBIT 99.2

 

 

                              EMPLOYMENT AGREEMENT

 

                  EMPLOYMENT AGREEMENT dated as of December 31 2004, between

Clive Kabatznik (the "Employee") and First South Africa Management Corp., a

Delaware corporation (the "Company").

 

                  WHEREAS, the Company desires to employ the Employee, and the

Employee desires to be employed by the Company, all upon the terms and

provisions and subject to the conditions set forth in this Agreement.

 

                  NOW, THEREFORE, in consideration of the foregoing and the

mutual covenants and agreements contained herein, and other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the

parties hereto hereby agree as follows:

 

1. Employment and Term.

 

                  The Company hereby employs the Employee as the Chief Executive

Officer, President, Chief Financial Officer of the Company and the Employee

hereby accepts such employment, upon the terms and provisions and subject to the

conditions set forth below for a term commencing on the date hereof (the

"Commencement Date") and terminating on January December 31, 2009, unless sooner

terminated as herein provided (the "Employment Term").

 

2.       Employee's Duties.

 

         (a) The Employee shall perform all duties and services incident to and

not inconsistent with Employee's positions with the Company, including, but not

limited to, those duties as are assigned to such offices in the Company's

by-laws, and such other duties as may from time to time be assigned to him by

the Board of Directors of the Company and/or the Board

 

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of Directors of .Silverstar Holdings Ltd, the owner of 100% of the capital stock

of the Company ("SSTR"), subject in all cases to the authority and supervision

of the Board of Directors of the Company and SSTR.

 

         (b) The Employee agrees to abide by all policies promulgated from time

to time by the Company.

 

         (c) The Employee shall devote substantially all of his business time,

effort and attention to the business and affairs of the Company, and to the

furtherance of the interests of the business of the Company. The Employee shall

diligently and faithfully perform his duties and services hereunder to the best

of his ability and with the highest of professional standards and integrity.

 

         3.       Compensation for Employee's Services.

 

         (a) For the full, prompt and faithful performance of the duties and

services to be performed by the Employee pursuant to Sections 1 and 2 hereof,

the Company agrees to pay, and the Employee agrees to accept, an annual base

salary (the "Base Salary") of $325,000 for the period from January 1, 2005

through December 31, 2005, $335,000 for the period from January 1 2006 through

December 31, 2006, $350,000 for the period from January 1 2007 through December

31, 2009. All amounts paid hereunder shall be reduced by all necessary and

required federal, state and local payroll deductions. The Base Salary shall be

paid in accordance with the usual payroll practices of the Company.

 

         (b) The Employee shall be entitled to four (4) weeks vacation in each

calendar year. The Employee shall take such vacation at such time or times as

shall be mutually agreed upon with the Company.

 

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         (c) During the Employment Term, the Employee shall be entitled to such

insurance, and health and medical benefits as are from time to time in effect

pursuant to the policies of the Company and/or SSTR (or any subsidiaries of

either of the foregoing); provided, however, that the Employee shall be required

to comply with the conditions attendant to coverage and shall comply with and be

entitled to benefits only in accordance with the terms and conditions of such

coverage. The Company may withhold from any benefits payable to the Employee all

federal, state, local or other taxes and amounts as shall be permitted or

required pursuant to law, rule or regulation.

 

         (d) During the Employment Term, the Employee shall be eligible to

participate in the pension, compensation and bonus plans or programs that from

time to time are made available to other employees of the Company and/or SSTR

(or any subsidiaries of either of the foregoing), subject to any applicable

waiting periods, all in accordance with the terms and provisions of such plans

or programs.

 

         (e) During the Employment Term, the Company shall pay all expenses

incurred by Employee in connection with the lease or ownership of an automobile

to be used primarily for Company business, and for all related expenses.

 

         (f) During the Employment Term, the Employee shall be entitled to an

annual bonus (the "Bonus") in an amount to be determined by the Company's Board

of Directors and Compensation Committee based on the results of operations of

the Company for each fiscal year starting in the fiscal year ending June 30,

2006. The Employee hereby acknowledges that the payment of his bonus will be

dependent upon the Company's net income from operations achieving a rate of

return on its equity of not less than 20% annually.

 

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         4.       Expenses.

 

         The Employee shall be entitled to reimbursement for his ordinary and

necessary reasonable business expenses actually incurred during the Employment

Term in the performance of his duties under Section 2 of this Agreement, if and

to the extent supported by such reasonable documentation as may be requested by

the Company.

 

         5.       Termination of Employment Term.

 

         (a) In the event of the death, or the permanent mental or physical

disability (as determined in good faith by the Company on the basis of the

factors set forth in Section 5(b)(iii) hereto), of the Employee during the term

of his employment, the Employee's employment under Sections 1 and 2 hereof shall

terminate and this Agreement shall terminate on the date of such death or

termination resulting from such disability; provided, however, that the

Employee, his estate or legal representative, as the case may be, shall be

entitled to receive, and the Company shall pay, any unpaid Base Salary and Bonus

and other benefits and reimbursable expenses accrued and owing to the Employee

with respect to his employment prior to his death or termination resulting from

disability.

 

         (b) The Company shall have the right to terminate the Employee's

employment under Sections 1 and 2 hereof and to terminate this Agreement, in the

event: (i) the Employee fails to substantially perform or repeatedly neglects

his duties assigned in accordance with this Agreement in any continuing manner

after notice from the Company of such failure or neglect; (ii) the Employee

willfully fails or refuses to substantially follow or comply with the directions

of the Board of Directors of the Company or SSTR or the policies or work rules

of the Company; (iii) the Employee shall be unable (as determined in good faith

by the Company) to

 

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substantially perform his duties under this Agreement for a period of forty-five

(45) consecutive days, or ninety (90) days in total in any six-month period,

whether because of illness or mental or physical disability; (iv) the Employee

through his intentional action or inaction has subjected the Company or SSTR or

any of their respective subsidiaries to any criminal or civil liability under

any applicable law; (v) the Employee is convicted for any misdemeanor involving

moral turpitude or any felony; (vi) the Employee has misappropriated any asset

or property of the Company or SSTR or any of their respective subsidiaries,

including (without limitation) any theft or embezzlement or any diversion of any

corporate opportunity; or (vii) the Employee has breached any of his covenants

and agreements contained in this Agreement, including (without limitation) those

contained in Section 7 hereof, provided, however, that the Company shall be

entitled to terminate this Agreement under this Section 5(b) only if the

Employee shall have failed to cure any of the above events within 30 days of the

Employee's receipt of the Company's written notice stating its intent to

terminate this Agreement and setting forth its reasons therefor. The Employee

acknowledges and agrees that any of the foregoing reasons constitute adequate

and sufficient cause for termination, and if the Company elects such

termination, the Employee shall be entitled to receive only such Base Salary,

Bonus, benefits and reimbursable expenses accrued and owing to the Employee at

the date of such termination (which, however, shall be subject to offset by the

Company with respect to all amounts then owing to the Company or SSTR or any of

their respective subsidiaries by the Employee, including amounts respecting

misappropriated assets and properties).

 

         (c) Any termination under this Section or termination of Employee's

duties under Sections 1 and 2 of this Agreement, whether by the Employee

(pursuant to Section 6

 

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hereof) or by the Company, shall be communicated by a notice of termination to

the other party hereto, which shall set forth the facts and circumstances

respecting such termination; provided, however, that no notice of termination

need be given in the event of the death of the Employee.