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EMPLOYMENT AGREEMENT
By and Between
PROJECTAVISION, INC.
and
MARTIN J. HOLLERAN
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As of March 1, 1997
TABLE OF CONTENTS
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Page
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1. Employment...............................................................................................1
2. Duties and Responsibilities of Employee..................................................................1
3. Exclusivity of Service...................................................................................2
4. Compensation; Bonuses....................................................................................2
5. Benefits.................................................................................................3
(a) Disability and Health Insurance.................................................................3
(b) Vacation........................................................................................3
(c) Participation in Retirement and Employee Benefit Plans;
Designation in Management Bonus Plan............................................................3
(d) Expenses........................................................................................3
(e) Life Insurance..................................................................................3
(f) Additional Perquisites..........................................................................4
6. Term of Employment; Notice of Non-Renewal................................................................4
7. Confidentiality..........................................................................................4
8. Termination..............................................................................................5
(a) Cause...........................................................................................5
(b) Incapacity or Disability........................................................................6
(c) Death...........................................................................................6
(d) Termination Without Cause; Good Reason..........................................................7
(e) Additional Amount...............................................................................8
9. Non-Competition Covenants................................................................................8
10. Violation of Other Agreements............................................................................8
11. Prior Employment Agreement...............................................................................8
12. Notices..................................................................................................9
13. Waivers..................................................................................................9
14. Preservation of Intent...................................................................................9
15. Indemnification..........................................................................................9
16. Entire Agreement........................................................................................10
17. Inurement; Assignment...................................................................................10
18. Amendment...............................................................................................11
19. Headings................................................................................................11
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TABLE OF CONTENTS
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20. Counterparts............................................................................................11
21. Governing Law; Consent to Venue and Jurisdiction........................................................11
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EMPLOYMENT AGREEMENT
AGREEMENT (this "Agreement") dated as of March 1, 1997 by and between
PROJECTAVISION, INC., a Delaware corporation having offices at Two Penn Plaza,
Suite 640, New York, NY 10121 (the "Company") and MARTIN J. HOLLERAN, an
individual residing at One Harding Lane, Rumson, New Jersey 07760 ("Employee").
W I T N E S S E T H:
WHEREAS, Employee has been employed by the Company as its President and
Chief Operating Officer since November 1, 1993 pursuant to an employment
agreement of even date, as subsequently amended on October 28, 1994 and December
28, 1995, (the "Prior Employment Agreement");
WHEREAS, the Company desires to continue Employee's employment as
President and further desires that Employee assume the responsibilities and
duties of Chief Executive Officer; and
WHEREAS, Employee desires to provide his services as Chief Executive
Officer and President in connection with the Company's business and both parties
desire to clarify and specify the rights and obligations that each have with
respect to the other in connection with such employment; and
WHEREAS, in connection with Employee entering into this Employment
Agreement as the Company's Chief Executive Officer and President, Employee will
no longer be employed as the Company's Chief Operating Officer and the Prior
Employment Agreement shall be terminated.
NOW, THEREFORE, in consideration of the agreements and covenants herein
set forth, the parties hereto hereby agree as follows:
1. Employment. The Company hereby employs Employee as its Chief
Executive Officer and President and Employee hereby accepts such employment and
agrees to render his services as an employee of the Company for the term of this
Agreement (as specified in Section 6 hereof), all subject to and on the terms
and conditions herein set forth.
2. Duties and Responsibilities of Employee. Employee shall be employed
in the business of the Company and his duties and responsibilities shall be
consistent with the duties performed and responsibilities undertaken by Employee
pursuant to the Prior Employment Agreement and in addition, Employee shall also
have those duties and responsibilities of a Chief Executive Officer of a company
engaged in the business engaged in by the Company. As such, Employee shall be
primarily responsible for the overall direction of the Company, its day-to-day
operations and management of the Company's business, personnel (hiring and
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firing) and affairs in general. As Chief Executive Officer, Employee shall have
primary responsibility for the overall direction of the Company. Employee's
duties and responsibilities shall be subject only to the direction and authority
of the Board of Directors of the Company. In the event that the Company shall
hereafter form a subsidiary (i.e., not with respect to the Company's current
subsidiary, Tamarack Storage Devices, Inc.), unless Employee expressly consents
to the contrary, Employee shall hold the offices of President and Chief
Executive Officer of any subsidiary that it is wholly-owned by the Company; and
in all other cases (i.e., a non-wholly owned subsidiary) the Company shall vote
all of its interests in such subsidiary in favor of electing Employee as
President and Chief Executive Officer of such subsidiary. Employee shall be
based in the New York metropolitan area (which, for purposes of this Agreement,
shall be defined as an area within a 50 mile radius of the Company's present
executive offices) and shall be available to travel as the reasonable needs of
the business of the Company require.
3. Exclusivity of Service. Employee agrees to devote all of his
business time, effort and attention to the business and affairs of the Company
on an exclusive basis, and not to engage in any other business activities for
any other person or entity, except that the foregoing shall not limit Employee
from performing charitable activities, managing personal passive investments or
serving on the Board of Directors of another entity; provided that any such
other activities do not in any material way substantially detract from
Employee's performance of his duties hereunder.
4. Compensation; Bonuses. (a) In consideration for his services to be
performed under this Agreement, and as compensation therefor, Employee shall
receive, in addition to all other benefits provided in this Agreement, a base
salary (the "Base Salary"), payable in such manner as other employees of the
Company are paid, at a rate of Two Hundred and Twenty Thousand Dollars
($220,000) per annum.
(b) Employee shall be entitled to a bonus from time to time as may be
determined in the sole discretion of the Board of Directors.
(c) Commencing as of January 1, 1998, and for each succeeding year of
the Term, the Base Salary shall be reviewed by the Board of Directors of the
Company, at which time, the Base Salary hereunder (and any other benefits) may
be increased (but not decreased) by the Board of Directors in its sole
discretion.
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5. Benefits.
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(a) Disability and Health Insurance. Subject to the provisions of
Section 8(b) below, the Company shall provide a long-term disability insurance
policy for Employee. In addition, the Company shall also provide group health,
hospitalization, so-called "elder care," major medical insurance and such other
similar benefits for Employee as the Company has adopted or may hereafter adopt
for the benefit of its executives, officers and employees.
(b) Vacation. During the Term, Employee shall be entitled
to four (4) weeks of vacation annually.
(c) Participation in Retirement and Employee Benefit Plans; Designation
in Management Bonus Plan. Employee shall participate in any plan of the Company
relating to vacation, sick leave, stock options, stock purchases, stock grants,
pension, thrift, profit sharing, group life insurance, medical coverage,
education or other retirement or employee benefits that the Company has adopted
or may hereafter adopt for the benefit of its executives, officers and/or
employees. Further, in the event that the Company establishes a management bonus
plan, or any similar benefit or bonus program for executive employees that
creates a class distinction among executive employees (and other employees, if
applicable) the Company agrees that Employee shall always be designated as a
member of the class entitled to the greatest benefits. Similarly, during the
Term, Employee shall be entitled to receive equity based compensation with
respect to the Company and its subsidiaries (whether now existing or hereafter
created), the terms and conditions of which shall be subject to the sole
discretion of the Company's Board of Directors.
(d) Expenses. During the Term, the Company, consistent with past
practices with respect to Employee, shall reimburse Employee for all reasonable
out-of-pocket expenses incurred by Employee in connection with the business of
the Company and in performance of his duties under this Agreement. Reasonable
out-of-pocket expenses shall include, without limitation, expenses incurred for
travel, hotels, meals, telephone (including cellular telephone), facsimile,
computer and other like expenses. Such expenses shall be promptly reimbursed
upon Employee's presentation to the Company of an itemized accounting of such
expenses with reasonable supporting data.
(e) Life Insurance. The Company shall maintain two (2) life insurance
policies with respect to Employee. Subject to the provisions of Section 8(c)
below, the Company shall maintain, at the Company's expense, a life insurance
policy naming Employee's spouse, or any alternative beneficiary (or an insurance
trust for the benefit of Employee's spouse or alternative beneficiary), the sole
beneficiary of an insurance policy paying $1,000,000 upon
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the death of the Employee (the "Employee's Life Insurance"). In addition, the
Company shall maintain, at the Company's expense, a so-called "key-man" life
insurance policy naming the Company as the sole beneficiary of an insurance
policy paying $1,000,000 upon the death of Employee. Employee shall cooperate
with the Company and submit such information and submit to such physical
examinations as may be reasonably required in order for the Company to obtain at
the Company's cost and expense each of the foregoing life insurance policies, as
well as the long-term disability insurance policy referred to in Section 5(a)
above.
(f) Additional Perquisites. Employee's use of a club for the Company's
business in connection with the office of President and Chief Executive Officer,
Employee shall be entitled to an allowance of $500.00 per month in respect of a
country club or other business club dues and charges, and an automobile
allowance of up to $800.00 per month for the purchase or lease of an automobile
during the term.
6. Term of Employment; Notice of Non-Renewal. The term of employment
shall be from the date hereof for a period of six (6) years (the "Term"), unless
terminated prior thereto in accordance with Section 8 hereof. Unless Employee
and the Company renew or extend this Agreement in writing prior to the end of
the Term, upon terms and conditions satisfactory to each of them, the Term of
this Agreement shall automatically be extended for two (2) additional years upon
the same terms and conditions set forth herein. The Company shall provide
Employee with written notice of the Company's intention not to renew or extend
this Agreement upon terms at least as favorable as those contained herein at
least twelve (12) months prior to the end of the Term (the "Non-Renewal Notice")
which written notice shall also provide that at the end of the Term, the Company
shall pay Employee a lump sum equal to Employee's Base Salary for the last
twelve (12) months of the Term. In the event that the Company shall fail to
render the Non-Renewal Notice at least twelve (12) months prior to the end of
the Term, the Term of this Agreement shall continue and accordingly,, Employee
shall be entitled to the continuation of Base Salary, bonus (at a rate no less
than that paid in respect of the previous year), and all benefits under Section
5 of this Agreement and otherwise (including expense allowances and
reimbursement) until such time as the Non-Renewal Notice is given and
thereafter, for a period of twelve (12) months from the date that the Company
actually renders, and Employee actually receives, the Non-Renewal Notice.
7. Confidentiality. (a) Employee agrees and covenants that, at any time
during his employment with the Company or thereafter, he will not (without first
obtaining the written permission of the Company) divulge to any person or
entity, nor, except as necessary in accordance with his duties hereunder, use
(either himself or in connection with any business) any
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Confidential Information (as hereinafter defined) obtained during the course of
his employment unless such disclosure is expressly authorized by the Company in
writing, is pursuant to a court order or other judicial process, required to be
disclosed in connection with a litigation involving the Company, or any
subsidiary or affiliate thereof, or in any reports or applications required by
law to be filed with any governmental agency.
(b) The term "Confidential Information" shall mean information
disclosed to Employee or known, learned, created or observed by him as a
consequence of or through his employment by the Company, or any subsidiary
thereof, not generally known in the public domain, about the business
activities, services and processes, including but not limited to information
concerning methods of doing business, marketing, advertising, promotion,
publicity, research, finances, accounting, trade secrets, business plans,
customer lists and records and potential customers of the Company and its
subsidiaries. Confidential Information shall also include information regarding
third parties received under confidentiality agreements by the Company or its
subsidiaries. All improvements, new products or new services derived from such
Confidential Information shall be the sole property of the Company. Confidential
Information shall not include any information that becomes generally available
to the public otherwise than through disclosure by Employer.
8. Termination.
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(a) Cause. Notwithstanding the terms of this Agreement, the Company, by
action of a two-thirds (2/3) vote of the Board of Directors, may by written
notice to Employee, discharge Employee and terminate this Agreement for cause
("Cause") in the event that (i) Employee shall continually fail substantially to
perform his material duties hereunder with reasonable diligence other than by
reason of incapacity or disability, (ii) Employee shall engage in an act of
fraud, theft or embezzlement in connection with his employment hereunder, (iii)
Employee engages in material gross misconduct that has a material adverse effect
on the Company, (iv) Employee engages in a material act of dishonesty, or (iv)
Employee shall be convicted of a felony involving a high degree moral turpitude,
whether or not related to the performance of his duties hereunder.
Notwithstanding the foregoing to the contrary, prior to discharging Employee
pursuant to clauses (i) or (iii) of the immediately preceding sentence, the
Company shall give Employee thirty (30) days' prior written notice of any breach
or failure and an opportunity to cure any such breach or failure. Employee shall
not, under any circumstances, be deemed to have been terminated for Cause unless
and until there shall have been delivered to him a copy of a resolution duly
adopted by the affirmative vote of not less than two-thirds (2/3) of the Board
of Directors (with Employee not being permitted to vote on
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this matter) at a meeting of the Board of Directors held for that purpose (after
thirty (30) days notice to Employee and an opportunity for Employee, together
with counsel, to be heard before the Board) finding that in the reasonable ,
good faith opinion of the Board, Employee was guilty of conduct constituting
Cause and specifying the particulars thereof in detail. If there is any dispute
as to whether Employee's employment has been terminated with or without Cause,
Employee shall continue to receive all Base Salary, bonus (at a rate no less
than that paid in respect of the previous year), and benefits under Section 5 of
this Agreement or otherwise (including expense allowances and reimbursement)
hereunder as if there was no termination, unless and until it is finally
determined by a two-thirds (2/3) vote of the Board of Directors that such
termination was for Cause, at which time all Base Salary, bonus and benefits
hereunder shall thereupon cease.
(b) Incapacity or Disability. Should Employee become incapacitated or
disabled to the extent that, in the reasonable, good faith opinion of the Board
of Directors, Employee is unable to and does not substantially perform his
duties for a period of six (6) consecutive months, the Company may terminate
this Agreement upon three (3) months' prior notice, provided that Employee does
not return to his employment substantially in his full capacity during such
three (3) month period. Only in the event the Company does not maintain the
disability insurance referred to in Section 5(a) above, and this Agreement is
terminated as a result of Employee's incapacity or disability, Employee shall be
entitled to receive his Base Salary and all benefits for a period of twenty-four
(24) months following termination of his employment.
(c) Death. This Agreement shall terminate immediately upon the death of
Employee. In the event that Employee's Life Insurance is not in full force and
effect upon Employee's death, Employee's spouse, or any alternative beneficiary,
shall be entitled to receive promptly a payment equal to twelve (12) months'
Base Salary. Further, if Employee's Life Insurance is in full force and effect
upon Employee's death but payment thereunder is not made immediately to the
beneficiary of such policy, the Company shall advance to Employee's spouse, or
any alternative beneficiary, commencing seven (7) days after the date of
Employee' death, 1/12th of Employee's Base Salary, and shall continue to advance
1/12th of Employee's base Salary every thirty (30) days thereafter for up to
twelve payments (collectively, the "Interim Death Payments") until such time as
the proceeds payable pursuant to Employee's Life Insurance Policy are paid to
Employee's spouse or alternative beneficiary; it being understood any agreed
that any Interim Death Payments advanced by the Company may, at the Company's
discretion, be retained by the Company from the proceeds of the Employee Life
Insurance.
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(d) Termination Without Cause; Good Reason. If Employee is discharged
and this Agreement is terminated without Cause (Cause being defined as a reason
for termination as set forth in Section 8(a) above) or by reason other than as
set forth in Sections 8(b) or 8(c) hereof, or if Employee resigns for Good
Reason (as hereinafter defined) Employee shall receive upon any such termination
of, or resignation by, Employee: (A) a lump sum payment equal to the product of
2.9 multiplied by the greater of (i) the Base Salary set forth in Section 4 for
the remainder of the Term as such sums become due or would become due, or (ii)
twelve (12) months (such period, to the extent it exceeds the Term, being
hereinafter sometimes referred to as the "Extended Period"); (B) a bonus based
on the greater of the bonus paid in the last full calendar year or 25% of the
then current Base Salary whether or not there was a bonus in the prior calendar
year; (C) all benefits under Section 5 hereof for the remaining Term or Extended
Period, as applicable, and (D) any additional amount that may be due pursuant to
Section 8(e) below. In addition, any and all options, warrants or other
contractual rights to acquire equity securities of the Company shall
automatically vest and become exercisable. For purposes of this Agreement, "Good
Reason" shall mean (i) a relocation of Employee, without his prior written
consent, outside of the New York metropolitan area, or (ii) a failure to
maintain Employee as the Chief Executive Officer and President of the Company or
any subsidiary, or (iii) the failure to be nominated by management of the
Company for election to the Board, or (iv) a material diminution by the Company
of Employee's responsibilities, which change would cause Employee's position
with the Company or any subsidiary to become one of significantly less
responsibility, importance or scope from that contemplated by Section 2 hereof,
or (v) a wilful failure in bad faith to pay the Base Salary or bonus to Employee
when due or another material breach of this Agreement by the Company that has a
material adverse effect on Employee, or (vi) a Change of Control of the Company
(as defined below). All amounts due Employee under this Section 8 shall be paid
to Employee without offset for any amounts earned by Employee in any other
employment or from any other source. For purposes of this Agreement, a "Change
of Control" of the Company shall have occurred at such times as (a) beneficial
ownership of more than fifty percent (50%) of the voting securities of the
Company is transferred to a single entity or combined voting bloc or "group" as
contemplated by, or required to comply with the provisions of, Rule
13d-1(b)1(ii)(H) promulgated under the Securities Exchange Act of 1934, as
amended (or any successor rule thereto), or (b) a merger, consolidation or sale
of all or substantially all the assets of the Company occurs. In the event that
the Company breaches this Agreement other than for a reason giving Employee the
right to resign for Good Reason, including, but not limited to any claim by
Employee that he has allegedly been constructively discharged, Employee and the
Company shall be entitled to their respective rights at law.
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(e) Additional Amount. If in the opinion of tax counsel selected by
Employee and reasonably acceptable to the Company, Employee has or will receive
any compensation or recognize any income (whether or not pursuant to this
Agreement or any plan or other arrangement of the Company) which constitute an
"excess parachute payment" within the meaning of Section 280G(b)(1) of the
Internal Revenue Code of 1986, as amended (the "Code") (or for which a tax is
otherwise payable under Section 4999 of the Code), then the Company shall pay
Employee an additional amount (the "Additional Amount") equal to the sum of (i)
all taxes payable by Employee under Section 4999 of the Code with respect to all
such excess parachute payments (or otherwise) and the Additional Amount, plus
(ii) all federal, state and local income taxes payable by Employee with respect
to the Additional Amount. The amounts payable pursuant to this Section 8(e)
shall be paid by the Company to Employee within 30 days of the written request
therefor made by Employee.
9. Non-Competition Covenants. Employee agrees that commencing as of the
date hereof and for a period of two (2) years following the termination of his
employment with the Company, Employee will not, directly or indirectly: (a)
engage in or become interested (whether as owner, principal, agent, stockholder,
member, partner, trustee, venturer, lender or other investor, director, officer,
employee, consultant or through the agency of any corporation, partnership,
limited liability company, association or agent or otherwise) in any business or
enterprise that shall then be in whole or in substantial part competitive with
the business conducted by the Company (or any other subsidiary thereof);
provided, however, ownership of less than five percent (5%) of the outstanding
securities of any class of any entity listed on a national securities exchange
or traded in the over-the-counter market shall not be considered a breach of
this Section 9 if Employee (i) is not a controlling person of or member of a
group which controls such persons and (ii) does not directly or indirectly, own
five percent (5%) or more of any class of securities of such person; or (b)
solicit the employment of any person except Employee's personal secretary who is
then an employee of the Company (or any other subsidiary).
10. Violation of Other Agreements. Employee represents and warrants to
the Company that he is legally able to enter into this Agreement and accept
employment with the Company and that Employee is not prohibited by the terms of
any agreement, from entering into this Agreement; and the terms hereof will not
and do not violate or contravene the terms of any agreement to which Employee is
or may be a party, or by which Employee may be bound.
11. Prior Employment Agreement. Employee acknowledges that this
Agreement supersedes in all respects the Prior Agreement and that except for
sums that have accrued to Employee pursuant to the Prior Employment Agreement
through the date immediately
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preceding the date hereof, no sums are or will be due Employee pursuant to the
Prior Employment Agreement following the date hereof. Employee and the Company
expressly agree that, except as otherwise set forth in this Section 11, upon the
execution hereof, the Prior Employment Agreement shall automatically be null and
void and of no further force or effect and that Employee shall no longer be the
Company's Chief Operating Officer.
12. Notices. Any and all notices, demands or requests required or
permitted to be given under this Agreement shall be given in writing and sent,
by registered or certified U.S. mail, return receipt requested, by hand, or by
overnight courier, addressed to the parties hereto at their addresses set forth
above or such other addresses as they may from time-to-time designate by written
notice, given in accordance with the terms of this Section, together with copies
thereof as follows:
In the case of the Company, with copy to:
Zukerman Gore & Brandeis, LLP
900 Third Avenue
New York, New York 10022-4728
Attention: Clifford A. Brandeis, Esq.
Notice is given as provided in this Section shall be deemed effective: (i) on
the date hand delivered, (ii) on the first business day following the sending
thereof by overnight courier, and (iii) on the seventh calendar day (or, if it
is not a business day, then the next succeeding business day thereafter) after
the depositing thereof into the exclusive custody of the U.S. Postal Service.
13. Waivers. No waiver by any party of any default with respect to any
provision, condition or requirement hereof shall be deemed to be a waiver of any
other provision, condition or requirement hereof; nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right accruing to it thereafter.
14. Preservation of Intent. Should any provision of this Agreement be
determined by a court having jurisdiction to be illegal or in conflict with any
laws of any state or jurisdiction or otherwise unenforceable, the Company and
Employee agree that such provision shall be modified to the extent legally
possible so that the intent of this Agreement may be legally carried out and the
provisions hereof may be enforced to the maximum extent possible.
15. Indemnification. Subject to the succeeding sentence, the Company
shall indemnify, defend and hold harmless Employee from and against all losses,
claims (whether actual or
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threatened), damages, liabilities, judgments, fines, penalties, assessments and
costs and expenses incurred (including, without limitation, reasonable
attorneys' fees and disbursements, including legal fees and disbursements
incurred to enforce this Agreement) arising prior to, on or after the date
hereof from the performance by Employee of his services pursuant to this
Agreement or Employee's prior service to the Company. Notwithstanding the
foregoing, Employee shall not be entitled to indemnification pursuant to this
Section 15 if a Court of competent jurisdiction or an administrative body or
agency determines that, in connection with any matter giving rise to
indemnification, Employee acted in bad faith or dishonestly, or committed an act
for illegal personal gain, except as directed by the Board of Directors or a
superior officer (if any) had reasonable cause to believe he violated any
material law, committed an act of wanton or willful misconduct or gross
negligence or that Employee acted in a manner beyond the authorized scope of his
duties to be performed pursuant to this Agreement. The foregoing indemnification
shall be in addition to, and not in lieu of, the terms and provisions of that
certain indemnification agreement heretofore entered into by and between the
Company and Employee, which is hereby ratified and confirmed in all respects.
16. Entire Agreement. This Agreement sets forth the entire and only
agreement or understanding between the parties relating to the subject matter
hereof and supersedes and cancels all previous agreements, (including, without
limitation, the Prior Agreement) negotiations, letters of intent, commitments
and representations in respect thereof between them, and no party shall be bound
by any conditions, definitions, warranties or representations with respect to
the subject matter of this Agreement except as provided in this Agreement.
17. Inurement; Assignment. In the event of a sale of the Company, or a
division, subsidiary or affiliate thereof, whether by way of stock sale, sale of
assets, merger or other business combination, as applicable, the rights and
obligations of the Company under this Agreement shall, with Employee's prior
written consent, inure to the benefit of and shall be binding upon any successor
of the Company or to the business of the Company, subject to the provisions
hereof. The Company may, with Employee's written consent, assign this Agreement
to any person, firm or corporation controlling, controlled by, or under common
control with the Company provided that, in the event of any such assignment, the
services to be rendered by Employee to such assignee shall be of the same nature
and professional status provided for in this Agreement. The Company's
obligations hereunder shall be unaffected by any assignment. Neither this
Agreement nor any rights or obligations of Employee hereunder shall be
transferable or assignable by Employee.
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18. Amendment. This Agreement may not be amended in any respect except
by an instrument in writing signed by the parties hereto.
19. Headings. The headings in this Agreement are solely for convenience
of reference and shall be given no effect in the construction or interpretation
of this Agreement.
20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument.
21. Governing Law; Consent to Venue and Jurisdiction. This Agreement
shall be governed by, construed and enforced in accordance with the internal
laws of the State of New York, without giving reference to principles of
conflict of laws. In the event of a dispute, each of the parties hereto
irrevocably consent to the exclusive venue and jurisdiction of the federal and
state courts located within the State of New York, County of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
/s/ Martin J. Holleran
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MARTIN J. HOLLERAN
PROJECTAVISION, INC.
By: /s/ Jules Zimmerman
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Jules Zimmerman, Secretary
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