Paragraph 3 Clause Samples

Paragraph 3. 4.3 of Section 3.4 of the Agreement is deleted and replaced in its entirety with the paragraph 3.4.3 below:

Paragraph 3. 7.1 above shall not apply to a residential caretaker unless the callback results from an emergency and is of at least 30 minutes duration.

Paragraph 3. 8.3 of Section L shall be amended as highlighted below:

Paragraph 3. 2.3(b) of Section R shall be amended as highlighted below:

Paragraph 3. By mutual agreement between the chairmen of the respective Committees, this Article XXII and/or Appendix II may be opened up for negotiations at any time during the life of the Agreement.

Paragraph 3. (a) of the Employment Agreement between the parties hereto is deleted in its entirety and substituted in its stead shall be the paragraph 3. (a) as follows: (a) He shall receive, for the first 12-consecutive month period beginning on the beginning January 1, 2000 a rate of salary that is not less than $140,000 per year, payable in substantially equal monthly or more frequent installments. For the balance of the term of this Employment Agreement beginning on January 1, 2001 and for the balance of the employment term the EXECUTIVE shall receive a rate of salary that is not less than $120,000 per year, payable in substantially equal monthly or more frequent installments. The Corporation shall also provide an additional $10,000.yearly for non accountable expenses, payable at least monthly to Executive. During the Employment Period the Executive's salary rate shall be reviewed by the Board of Directors on or before each anniversary of the Commencement Date to determine whether an increase in his rate of compensation is appropriate."

Paragraph 3. 1d(i) - Sublicense Fees. Previous versions are hereby deleted and replaced with the following: (1) The percentage of sublicense fees payable to UNIVERSITY by LICENSEE will be determined according to the following schedule: Percentage to be paid Date of Sublicensure [...***...] Prior to the first to occur of (i) the first IND submission for a Licensed Product or (ii) expenditure of [...***...] in research to identify, characterize or develop Licensed Products within the Field. [...***...] On or after the first to occur of the events specified above, but prior to initiation of the first Phase III Clinical Study for a Licensed Product. [...***...] On or after the initiation of the first Phase Ill Clinical Study for a Licensed Product.

Paragraph 3. 03C and C-1 of the aforesaid Agreement shall be and hereby is deleted therefrom. Accordingly, Media Sciences, Inc. shall not assume responsibility for any warranties on products sold by UltraHue, Inc. prior to Closing, including, but not limited to any claims relating to defective ink or toner. Dated: December 13, 1999 Media Sciences, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President --------------------------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Pres. Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇ ---------------- ▇▇▇▇▇▇ ▇▇▇▇ Attest: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ---------------- EXHIBIT A CONFIDENTIALITY AGREEMENT ------------------------- THIS AGREEMENT, made as of this 13th day of December, 1999; Between: Media Sciences, Inc., a New Jersey corporation which is a wholly owned subsidiary of Cadapult Graphic Systems, Inc., a Delaware corporation, hereinafter referred to as "Company" AND: ▇▇▇▇▇▇ ▇▇▇▇, an individual hereinafter referred to as "Shareholder".

Paragraph 3. 1 shall not prohibit you from investing in any securities of any corporation which is competitive with Federal whose securities, or any of them, are listed on a national securities exchange or traded in the over-the-counter market if you shall own less than 3% of the outstanding voting stock of such corporation.