Sample Business Contracts

Employment Agreement - Jutvision Corp. and Kevin B. McCurdy

Employment Forms

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                             EMPLOYMENT AGREEMENT

     This Employment Agreement is made and entered into effective as of January
1, 1999 by and between Jutvision Corporation, a Delaware corporation with its
principal offices at 124 University Avenue, Palo Alto, California 94301 (the
"Company"), and Kevin B. McCurdy ("Employee").

     WHEREAS, the Company wishes to employ Employee as its Founder and Executive
Vice President for the period and upon the terms and conditions hereinafter set
forth, and Employee desires to serve in such capacities upon the terms and
conditions hereinafter set forth.

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
and conditions contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
Employee hereby agree as follows:

     1.    Term of Employment. Employee's employment under this Agreement shall
commence on January 1, 1999 (the "Effective Date") and shall continue until the
close of business on December 31, 2000 subject to any extension as set forth
herein or any earlier termination of Employee's employment as provided in
Section 6 hereof (the "Initial Term").  Upon the expiration of the Initial Term,
and each subsequent term or extension thereof, this Agreement shall
automatically be extended for an additional term of one (1) year, unless the
Company or Employee shall have notified the other party hereto of its or his
election to terminate this Agreement not later than ninety (90) days prior to
the end of such subsequent term or extension thereof (the Initial Term, together
with any extensions, until termination in accordance herewith, shall be referred
to herein as the "Term of Employment").  If Employee's employment is terminated
pursuant to Section 6 hereof, the Term of Employment shall expire as of the
Termination Date (as defined in Section 6 hereof).

     2.  Duties and Activities.

         (a)  During the Term of Employment, Employee will faithfully perform
those duties and responsibilities commensurate with his position as Founder and
Executive Vice President. Employee shall develop the Company's strategic
direction and initiatives, shall participate in product development and
marketing and shall perform such other responsibilities and duties as may be
reasonably determined in the future by the Company's Board of Directors (the
"Board") or Chief Executive Officer.  Employee will devote his full working time
and use his best efforts to advance the business and welfare of the Company in
furtherance of the policies established by the Board. Employee shall report to
the Chief Executive Officer.  During the Term of Employment, Employee shall not
engage in any other employment activities for any direct or indirect
remuneration without the concurrence of the Board, except that Employee may
continue to devote reasonable time to the management of investments,
participation in community and charitable affairs, and the activities as further
set forth in Exhibit A hereto, so long as such activities do not interfere with
his duties under this Agreement (as reasonably determined by the Board).
Employee hereby agrees that, except as disclosed on Exhibit A hereto, during his
employment hereunder, he will not, directly or indirectly, engage

(i) individually, (ii) as an officer, (iii) as a director, (iv) as an employee,
(v) as a consultant, (vi) as an advisor, (vii) as an agent (whether a
salesperson or otherwise), (viii) as a broker, or (ix) as a partner, coventurer,
stockholder or other proprietor owning directly or indirectly more than one
percent (1%) interest in, any firm, corporation, partnership, trust,
association, or other organization that is a Competitor (as defined in Section
8.1 hereof) of the Company (such engagement by Employee hereinafter referred to
as a "Prohibited Engagement"). Except as may be shown on Exhibit A hereto,
Employee hereby represents that he is not engaged in any of the foregoing
capacities (i) through (ix) in any Prohibited Engagement.

          (b)  During the Term of Employment, Employee shall also serve as a
member of the Board for so long as he shall remain elected as such. In the event
Employee is no longer serving as a member of the Board, throughout the Term of
Employment, Employee shall serve as an observer on the Board. As an observer,
Employee shall be invited to participate in all meetings of the Board.

     3.   Former Employers. Employee represents and warrants that his
employment by the Company will not conflict with and will not be constrained by
any prior or current employment, consulting or other relationship. Employee
represents and warrants that he does not possess confidential information
arising out of any such employment, consulting or other relationship which, in
Employee's best judgment, would be utilized in connection with his employment by
the Company.

     4.   Compensation.

          4.1   Base Salary. In consideration for Employee's services under this
Agreement, Employee will be paid, during the Term of Employment, salary at an
annual rate of $136,000, or at such other annual salary rate as determined by
the Board or its Compensation Committee, but in any event at least equal to the
annual salary rate in effect immediately preceding any change thereto.
Employee's annual salary rate in effect from time to time is referred to herein
as the "Base Salary." Employee's Base Salary shall be paid in periodic
installments at such times as salaries are generally paid to other senior
executives of the Company.

          4.2   Other Compensation. Employee's compensation by payments of Base
Salary shall not be deemed exclusive and shall not prevent Employee from
participating in any other incentive compensation, profit sharing or benefit
plan made available by the Company to its executive employees generally. The
Base Salary payments hereunder shall not in any way limit or reduce any other
obligation of the Company hereunder, and no other compensation, benefit or
payment hereunder shall in any way limit or reduce the obligation of the Company
to pay Employee's Base Salary.

          4.3   Stock Option Grant. As of the Effective Date and in connection
with the execution of this Agreement, the Company shall grant to Employee an
incentive stock option (the "Option"), to the extent permitted by the applicable
provisions of Section 422 of the Internal Revenue Code) to purchase 96,000
shares of the common stock of the Company pursuant to the Company's 1998
Employee, Director and Consultant Stock Plan at an exercise price of $0.50 per
share. The Option will have a term of ten years. The Option will vest and become
exercisable as


to one-twenty-fourth of the shares at the end of each month after the Effective
Date. The Option will be subject to such other terms as deemed appropriate by
the Board or its Compensation Committee and set forth in the applicable option
agreement. In the event of (i) a Change of Control (as defined in Section 6.1(e)
hereof), (ii) the completion of an underwritten initial public offering by the
Company, (iii) termination of employment for Good Reason (as defined in Section
6.l(e) hereof); (iv) the termination of Employee without Cause (as defined in
Section 6.1(c) hereof); (v) the death of Employee; or (vi) the Permanent
Disability of Employee (as defined in Section 6.l(b) hereof), the Option will
vest and become fully exercisable.

          4.4   Home Office. The Company shall pay Employee's expenses to
establish and maintain, during the Term of Employment, a home office (including
high speed Internet access), not to exceed $1,000 per year.

     5.   Benefits.

          5.1   Participation. During the Term of Employment , Employee shall be
entitled to participate in all fringe benefit programs maintained by the
Company and made available to its executive officers from time to time;
provided, however, that during the Term of Employment and as otherwise provided
herein the Company shall maintain for Employee (i) a life insurance policy with
a minimum of a $500,000 death benefit; (ii) disability coverage comparable to
that customarily provided to similarly situated senior executives; and (iii)
health, vision, dental and prescription drug coverage, at no additional cost to
Employee, comparable to that customarily provided to similarly situated senior
executives. Any payments or benefits payable to Employee hereunder in respect of
any calendar year during which Employee is employed by the Company for less than
the entire year shall, unless otherwise provided in the applicable plan or
arrangement, be prorated in accordance with the number of days in such calendar
year during which he is so employed. Employee will be furnished with an auto
allowance of $750 per month to cover costs of leasing, maintenance, repair and
insurance of an automobile. Employee will be entitled to four (4) weeks of paid
vacation per year, which vacation time shall accrue in accordance with the
Company's policies. Employee acknowledges that he shall have no vested rights
under or to participate in any such program except as expressly provided under
the terms hereof or thereof.

          5.2   Expenses. The Company will pay or reimburse Employee for such
reasonable travel, entertainment or other business expenses as he may incur on
behalf of the Company during the Term of Employment in connection with the
performance of his duties hereunder but only to the extent that such expenses
were either specifically authorized by the Company or incurred in accordance
with policies established by the Board for senior executives and provided that
Employee shall furnish the Company with such evidence relating to such expenses
as the Company may reasonably require to substantiate such expenses for tax

     6.   Termination of Employment.

          6.1   Circumstances of Termination. Notwithstanding the terms set
forth in Section 1 hereof, Employee's employment shall terminate under any of
the following circumstances and the date of such an occurrence, unless otherwise
provided below, shall be Employee's "Termination Date":


               (a) Death. Immediately, in the event of Employee's death.

               (b) Permanent Disability. At the option of the Company, if
Employee becomes physically or mentally incapacitated or disabled so that (i) he
is unable to perform for the Company substantially the same services as he
performed prior to incurring such incapacity or disability or to devote his full
working time or use his best efforts to advance the business and welfare of the
Company or otherwise to perform his duties under this Agreement, (ii) such
condition exists for an aggregate of six (6) months in any twelve (12)
consecutive calendar months, and (iii) such incapacity or disability is
incapable of reasonable accommodations under applicable law, including but not
limited to the Americans with Disabilities Act of 1990, as amended (a "Permanent
Disability"). The Company, at its option and expense, is entitled to retain a
physician reasonably acceptable to Employee to confirm the existence of such
incapacity or disability, and the determination of such physician is binding
upon the Company and Employee.

               (c) Cause. At the option of the Company, if Employee:

                    (i)   has been convicted of, or has pied guilty or nolo
contendere to, a felony; or

                    (ii)  has embezzled or misappropriated Company funds or
property or that of the Company's customers, suppliers or affiliates, or

                    (iii) has engaged in any Prohibited Engagement; or

                    (iv)  has violated any material term of the Employment,
Confidential Information and Invention Assignment Agreement (the
"Confidentiality Agreement") entered into with the Company; or

                    (v)   has demonstrated gross negligence or willful
misconduct in connection with the performance of Employee's duties hereunder;

provided, however, that with respect to subsections (iii), (iv) and (v) above,
the Company's right to terminate Employee shall be conditioned on (A) the
Company giving Employee written notice specifically referring to the pertinent
subsection above and describing the specific circumstances and/or actions
purportedly giving rise to the occurrence of such item; and (B) failure by
Employee, within thirty (30) days after receipt of any such notice to cease the
actions and/or reinstate or rectify the circumstances described in such notice
to the reasonable satisfaction of the Board. With respect to these subsections,
the Company shall have the right to place Employee on administrative leave
pending investigation of the circumstance(s) or action(s) purportedly giving
rise to the occurrence of such items.

               (d) Without Cause. At the option of the Company at any time for
any reason other than those referred to above or for no reason at all, whereupon
the Company shall be obligated to make those payments set forth in Section 7

               (e) Resignation for Good Reason.


                    (i)   Employee, at his option, may resign for "Good Reason":

                          (1) because the Company has materially reduced the
title, role or responsibilities of Employee; provided, however, that a reduction
in duties, position or responsibilities solely by virtue of the Company being
acquired and made part of a larger entity (as, for example, when the Founder and
Founder and Executive Vice President of the Company remains as such following a
Change of Control but is not made the Founder and Founder and Executive Vice
President of the acquiring corporation) shall not constitute "Good Reason,"

                          (2) because the Company has reduced Employee's Base
Salary from the level in effect immediately prior to such change, with the
exception of a company-wide reduction of compensation due to economic
considerations, provided that the foregoing shall not limit or derogate from the
Company's obligations set forth in Section 4 above;

                          (3) because the Company has breached any material term
of this Agreement other than as noted in subsections (1) and (2) above; or

                          (4) because the Company has relocated its principal
place of business more than 35 miles from its current location.

                    (ii)  In the event that Employee terminates this Agreement
for Good Reason, the Company shall become obligated to make those payments set
forth in Section 7 hereof.

                    (iii) For purposes of this Agreement, a "Change in Control"
shall be deemed to have occurred upon the occurrence of any of the following:

                          (1) any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions) of all or substantially all
of the assets of the Company;

                          (2) individuals who, as of the date hereof, constitute
the entire Board of Directors of the Company (the "incumbent Directors") cease
for any reason to constitute at least a majority of the Board of Directors
(hereinafter referred to as a "Board Change"), provided that any individual
becoming a director subsequent to the date hereof whose election or nomination
for election was approved by a vote of at least a majority of the then Incumbent
Directors shall be, for purposes of this provision, deemed an Incumbent

                          (3) approval by the shareholders of the Company of any
consolidation or merger of the Company where the shareholders of the Company,
immediately prior to the consolidation or merger, would not, immediately after
the consolidation or merger, beneficially own, directly or indirectly, shares
representing in the aggregate more than fifty percent (50%) of the combined
voting power of all the outstanding securities of the Company or surviving
entity immediately following such merger or consolidation; or


                          (4) any "person" as such term is used in Section 13(d)
of the 1934 Act (other than the Company, any employee benefit plan of the
Company or any entity organized, appointed or established by the Company for or
pursuant to the terms of any such plan), together with all "affiliates" and
"associates" (as such terms are defined in Rule 12b-2 under the 1934 Act or any
successor provision) of such person, shall become the "beneficial owner" or
"beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the 1934 Act or
any successor provision), directly or indirectly, of securities of the Company
representing in the aggregate (A) in the event the Company is not subject to the
reporting requirements of the 1934 Act and has not registered shares of a class
of equity securities pursuant to Section 12(g) or 12(b) of the 1934 Act, fifty
percent (50%) or more, or (B) in the event the Company is a Reporting Company,
twenty-five percent (25%) or more of either (l) the then outstanding shares of
Common Stock of the Company or (2) the combined voting power of all then
outstanding securities of the Company having the right under ordinary
circumstances to vote in an election of the Board of Directors of the Company.

          6.2  Notice of Termination. Any intent to terminate employment by
Employee pursuant to Section 6.l(e) shall be communicated by written notice
to the Company setting forth in detail the specific actions deemed to constitute
Good Reason. If the Company does not respond within ten (10) days from such
notice, the resignation shall be deemed effective. The Company may, within the
ten (10) day period, correct such condition giving rise to Employee's notice or
dispute Employee's claims by giving written notice of such dispute.

     7.   Payments Upon Termination of Employment.

          7.1  Payments. In addition to any rights Employee may have under
Section 4.3, on the Termination Date:

               (a)  If the Company terminates Employee's employment for Cause or
if Employee voluntarily terminates his employment without Good Reason, the
Company's obligation to compensate Employee shall in all respects cease as of
the Termination Date, except that the Company shall pay Employee the Base Salary
accrued under Section 4.1, the value of accrued vacation time pursuant to
Section 5.1 hereof, and the reimbursable expenses incurred under Section 5.2 of
this Agreement up to such Termination Date (the "Accrued Obligations");

               (b)  If Employee's employment is terminated due to the death of
Employee, the Company's obligation to compensate Employee shall in all respects
cease as of the Termination Date, except that within thirty (30) days after the
Termination Date, the Company shall pay Employee's estate or legal
representative the Accrued Obligations;

               (c)  If Employee's employment is terminated upon the Permanent
Disability of Employee, the Company's obligation to compensate Employee with
respect to Base Salary (as in effect on the Termination Date shall continue for
twelve (12) months following such termination. In addition, the Company shall
pay Employee any Accrued Obligations; and

               (d)  If Employee's employment is terminated by the Company
pursuant to Section 6.1(d), or by Employee pursuant to Section 6.1(e) the
Company's obligation to compensate Employee shall in all respects cease, except
that within thirty (30) days after the


Termination Date the Company shall pay Employee the Accrued Obligations and
during the period ending on the expiration of the sixth month following the
Termination Date the Company shall pay to Employee each month one-twelfth
(1/12th) of the annual Base Salary of Employee in effect at the Termination
Date. The Company shall be excused from its obligations to make the Continuation
Payments if Employee breaches his obligations under this Agreement or the
Confidentiality Agreement.

               Notwithstanding the foregoing, in the event such termination
occurs within two (2) years of a Change in Control of the Company, the full
amount of the Continuation Payments will be paid in a lump sum within ten (10)
days of such Change in Control.

          7.2  Medical Benefits. If Employee's employment is terminated by the
Company pursuant to Section 6.1(d) or by Employee pursuant to Section 6.1(e),
the Company shall reimburse the Employee for the amount of his or her premium
payment for group health coverage, if any, elected by the Employee pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
("COBRA"); provided, however, that (A) such reimbursement shall not exceed $750
per month, and (B) the Employee shall be solely responsible for all matters
relating to his or her continuation of coverage pursuant to COBRA, including
(without limitation) his or her election of such coverage and his or her timely
payment of premiums; provided, further, that upon the earlier to occur of (C)
the time that the Employee no longer constitutes a Qualified Beneficiary (as
such term is defined in Section 4980B(g)(1) of the Internal Revenue Code of
1986, as amended) and (D) the date twelve (12) months following the Employee's
termination, the Company's obligations to reimburse the Employee under this
subsection (ii) shall cease.

          7.3  Effect on this Agreement. Any termination of Employee's
employment and any expiration of the Term of Employment under this Agreement
shall not affect the continuing operation and effect of this Section and Section
8 hereof, which shall continue in full force and effect with respect to the
Company and Employee, and its and his heirs, successors and assigns.

               Nothing in Section 6 hereof shall be deemed to operate or shall
operate as a release, settlement or discharge of any liability of Employee to
the Company or others from any action or omission by Employee enumerated in
Section 6.1(c) hereof as a possible basis for termination of Employee's
employment for Cause.

          7.4  No Duty to Mitigate. Subject to the provisions of the
Confidentiality Agreement and Section 8 of this Agreement, Employee shall be
free to accept such employment and engage in such business as Employee may
desire following the termination of his employment hereunder, and no
compensation received by Employee therefrom shall reduce or affect any payments
required to be made by the Company hereunder except to the extent expressly
provided herein or in the benefit plans of the Company.

     8.   Post-Employment Activities.

          8.1  Conditional Nature of Severance Payments; Non-Competition.
Employee acknowledges that the nature of the Company's business is such that if
Employee were to


become employed by, or substantially involved in, the business of a Competitor
during the twelve (12) months following the termination of Employee's employment
with the Company (the "Noncompete Period"), it would be very difficult for the
Employee not to rely on or use the Company's trade secrets and confidential
information. A "Competitor" is defined as any person or entity whether now
existing or hereafter established which is primarily engaged in the business of
producing and selling virtual tours. To avoid the inevitable disclosure of the
Company's trade secrets and confidential information, Employee agrees and
acknowledges that the Employee's right to receive the severance payments and
other benefits set forth in Section 7 (to the extent the Employee is otherwise
entitled to such payments) shall be conditioned upon (a) the Employee not
directly or indirectly engaging in (whether as an employee, consultant
proprietor, partner, director or otherwise), nor having any ownership interest
directly or indirectly of more than 1% in, or participating in the financing,
operation, management or control of, a Competitor; and (b) the Employee
continuing to observe, and not be in breach of, the provisions of the
Confidentiality Agreement. Upon any breach of this Section or the
Confidentiality Agreement, all severance payments pursuant to Section 7 shall
immediately cease.

          8.2  Exclusions. No provision of this Agreement shall be construed to
preclude Employee from performing the same services which the Company hereby
retains Employee to perform for any person or entity which is not a Competitor
of the Company upon the expiration or termination of Employee's employment (or
any post-employment consultation) so long as Employee does not thereby violate
any term of the Confidentiality Agreement.

     9.   Remedies. Employee's obligations under the Confidentiality Agreement
and Section 8 of this Agreement shall survive the expiration or termination of
Employee's employment (whether through Employee's resignation or otherwise) with
the Company. Employee acknowledges that a remedy at law for any breach or
threatened breach by Employee of the provisions of the Confidentiality Agreement
or Section 8 would be inadequate and Employee therefore agrees that the Company
shall be entitled to injunctive relief in any court of competent jurisdiction in
the case of any such breach or threatened breach. Employee acknowledges that
this Section does not limit the Company's right to seek monetary damages for
breach of this Agreement.

     10.  Golden Parachute Excise Tax.

          10.1 Reimbursement. In the event that it shall be determined that
any payment or other benefit by the Company to or for the benefit of Employee
under this Agreement or otherwise, whether paid or payable, but determined
without regard to any additional payments required under this Section (the
"Payments"), would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code (the "Excise Tax"), then Employee shall be entitled to
receive (i) an additional payment from the Company (the "Reimbursement Payment")
sufficient to pay the Excise Tax, and (ii) an additional payment from the
Company sufficient to pay the Excise Tax and federal and state income taxes
arising from the payments made by the Company to Employee pursuant to this

          10.2 Determination. Unless the Company and Employee otherwise agree
in writing, any determination required under this Section shall be made in
writing by the


Company's primary independent public accounting firm (the "Accountants"), whose
determination shall be conclusive and binding upon Employee and the Company for
all purposes. For purposes of making the calculations required by this Section,
the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Company
and Employee shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make their determination
under this Section. The Company shall bear all costs the Accountants may
reasonably incur in connection with any calculations contemplated by this

     11.  Miscellaneous.

          11.1 Key Man Life Insurance. Employee recognizes and acknowledges
that the Company or its affiliates may seek and purchase one or more policies
providing key man life insurance with respect to Employee, the proceeds of which
would be payable to the Company or an affiliate. Employee hereby consents to the
Company or its affiliates seeking and purchasing such insurance and will
provide such information, undergo such medical examinations (at the Company's
expense), execute such documents, and otherwise take any and all actions
necessary or desirable in order for the Company or its affiliates to seek,
purchase and maintain in full force and effect such policy or policies.

          11.2 Notice. All notices, requests, consents and other
communications hereunder shall be in writing, shall be addressed to the
receiving party's address set forth below or to such other address as a party
may designate by notice hereunder, and shall be either (i) delivered by hand,
(ii) made by telecopy, (iii) sent by overnight courier, or (iv) sent by
registered or certified mail, return receipt requested, postage prepaid.

               If to the Company:  Jutvision Corporation
                                   124 University Avenue
                                   Palo Alto, CA 94301
                                   Attention: Leonard B. McCurdy

               If to Employee:     Kevin B. McCurdy
                                   305 Emerson Street
                                   Palo Alto, CA 94301

          11.3 Modification and No Waiver of Breach. No waiver or modification
of this Agreement shall be binding unless it is in writing signed by the parties
hereto. No waiver by a party of a breach hereof by the other party shall be
deemed to constitute a waiver of a future breach, whether of a similar or
dissimilar nature, except to the extent specifically provided in any written
waiver under this Section.




          11.5 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same agreement

          11.6 Captions. The captions used herein are for ease of reference
only and shall not define or limit the provisions hereof.

          11.7 Entire Agreement. This Agreement, any written agreement referred
to herein and the Exhibits hereto constitute the entire agreement between the
parties hereto relating to the matters encompassed hereby and supersede any
prior or contemporaneous written or oral agreements.

          11.8 Successors.

               (a)  Any successor to the Company (whether direct or indirect and
whether by purchase, lease, merger, consolidation, liquidation or otherwise) to
all or substantially all of the Company's business and assets shall assume the
obligations under this Agreement and agree expressly to perform the obligations
under this Agreement in the same manner and to the same extent as the Company
would be required to perform such obligations in the absence of a succession.
For all purposes under this Agreement, the term "Company" shall include any
successor to the Company's business and assets that executes and delivers the
assumption agreement described in this subsection (a) or which becomes bound by
the terms of this Agreement by operation of law.

               (b)  The terms of this Agreement and all rights of Employee
hereunder shall insure to the benefit or, and be enforceable by, Employee's
personal or legal representatives, executors, administrators, successors, heirs,
devisees and legatees.

          11.9 Arbitration. Any dispute, controversy, or claim arising out of,
in connection with, or in relation to this Agreement and its exhibits, except as
provided in Section 9 hereof, shall be settled by arbitration in California
pursuant to the Commercial Rules then in effect of the American Arbitration
Association and in no other place. Any award or determination shall be final,
binding, and conclusive upon the parties, and a judgment rendered may be entered
in any court having jurisdiction thereof. Employee and the Company knowingly
waive any and all rights to a jury trial in any form. The parties hereby
expressly waive punitive damages, and under no circumstances shall an award
contain any amount that in any way reflects punitive damages. Each party shall
bear its own expenses relating to the arbitration, unless otherwise determined
in arbitration.

               It is intended that controversies or claims submitted to
arbitration under this Section shall remain confidential, and to that end it is
agreed by the parties that neither the facts disclosed in the arbitration, the
issues arbitrated, nor the views or opinions of any persons concerning them,
shall be disclosed to third persons at any time, except to the extent necessary
to enforce an award or judgment or as required by law or in response to legal
process or in


connection with such arbitration. Nothing in this Section shall limit the
Company's right to seek equitable remedies in any court of competent
jurisdiction for breach of this Agreement.

          11.10 Independent Advice. Employee hereby acknowledges that he has
been advised of the opportunity available to him to seek and obtain advice of
legal counsel and financial advisors of his own choosing prior to and in
connection with Employee's execution of this Agreement. In addition Employee
hereby affirms that he has either obtained such advice or knowingly and
willingly decided to forego the opportunity to avail himself of such advice.

     IN WITNESS WHEREOF, this Agreement has been duly executed effective as of
the day and year first written above.

                              JUTVISION CORPORATION

                              By:    /s/

                              Name: ________________________________________

                              Title: _______________________________________

                              Kevin B. McCurdy


                                   EXHIBIT A

                                OTHER POSITIONS

                                   EXHIBIT B

                               PRIOR INVENTIONS