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Exhibit 10.2
[LETTERHEAD OF TV NCR]
September 15, 2000
Sheldon Rabinowitz Personal & Confidential
4501 Westchester Drive -----------------------
Woodland Hills, CA 91367
Dear Shelly:
We are very pleased that you have agreed to accept the position as Senior
Executive Vice President and Chief Financial Officer of TVN Entertainment
Corporation (referred to herein as "the Company" or "TVN"). This position is
vital to the continued development and growth of the Company, so you will be a
most important and valued member of our senior management team.
Set forth below are the terms agreed upon for your employment by the Company:
1. Effective September 18, 2000 ("the Effective Date"), you will be employed
on a full time basis as the Senior Executive Vice President and Chief
Financial Officer ("CFO") of the Company, reporting to the Company's
President and Chief Executive Officer (the "President").
2. As the CFO of the Company, your duties will include those usually
attendant to that position, including being responsible for all aspects of
the Company's finances, banking and investor relations, management of human
resources, personnel administration and compensation, and our stock option
and benefit programs. Your responsibilities will also include supervision
and oversight of all accounting functions, including accounts payable and
accounts receivable, treasury functions, cash management, monthly and
quarterly closings, purchasing and contract negotiating, revenue
recognition and tax and audit functions. You will also work as part of our
senior management team, and will have responsibility for corporate
development and planning, budgeting, forecasting, risk management issues
and financial support in the creation of our corporate policies and
procedures.
3. Your employment will be for a three (3) year term (the "Term") beginning
September 18, 2000 and continuing thereafter through September 17, 2003
unless earlier terminated with or without cause as set forth below. If the
Company desires to negotiate with you regarding a possible renewal of the
term of your employment with the Company, then the Company shall provide
you with written notice to such effect not later than 180 days before the
expiration of the Term. Provided the Company timely delivers such notice to
you, then you and the Company shall negotiate in good faith for a period of
thirty (30) days, commencing on the day that is 180 days before the end of
the Term, with respect to the terms and conditions of such possible
renewal, provided, however, that if
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Sheldon Rabinowitz
September 15, 2000
Page 2 of 10
no agreement is reached within such thirty (30) day period, you shall be
free to negotiate with third parties with respect to potential employment
that would commence upon expiration of the Term.
4. You will be paid a salary at the pre-tax rate of $300,000 per year ("Annual
Salary") in accordance with the Company's payroll policies (currently bi-
weekly) for the first year of the Initial Term, with appropriate
withholding and deductions. For each year of the Initial Term thereafter,
the Annual Salary payable in that year will be increased by no less than
five percent 5% per annum (i.e., in the second year $315,000, and $330,750
in the third year), but that percentage increase shall not set a ceiling if
a greater increase is merited as determined in the sole discretion of the
Company's Board of Directors.
5. You will be eligible to receive a performance/merit bonus annually for each
fiscal year ("Annual Bonus") in accordance with TVN's policies for its
senior executives. Subject to the last sentence of this paragraph 5, the
amount of the Annual Bonus will be determined by TVN's Board of Directors
based on your performance as CFO of TVN, and the achievement of the goals
set by TVN's senior management (with your participation) and the Board for
each fiscal year (currently ending March 31). The Guaranteed Bonuses and
Annual Bonuses will be payable after TVN's financial department has
complied the relevant financial performance data after the end of each
fiscal year, beginning with fiscal year end March 31, 2001. You will be
paid a $300,000 bonus upon signing this agreement (the "Signing Bonus")
subject to minimum federal and state income taxes (i,e., 28% and 6%,
respectively) plus other required withholdings; provided, however, if you
resign prior to six (6) months from the Effective Date other than for good
reason, you agree to repay to the Company a pro-rata share of the Signing
Bonus, e.g., if you voluntarily resign after working only three (3) months,
you will repay to TVN the sum of $150,000. Your Annual Bonus during each of
years 2 and 3 of the Term will be guaranteed in a minimum amount equal to
fifty percent (50%) of your Annual Salary for that year ("Guaranteed
Bonus").
6. You will be reimbursed for reasonable out-of-pocket expenses incurred by
you on behalf of the Company and in the conduct of its business, upon
presentation of appropriate receipts or other suitable documentation, in
accordance with the Company's expense reimbursement policies applicable to
its senior executives, including (i) first class or upgraded airplane
travel and (ii) an auto allowance of $1,000 per month. You will not be
required to relocate from the greater Los Angeles area for this position.
7. You will also be included in the Company employee benefit plans then
available to other senior executive employees. The Company provides a 401k
Plan and a health and dental care plan that has a first complete calendar
month waiting period for eligibility. You shall be entitled to participate
in all bonus, retirement and other benefit plans put into effect by the
Company for all other senior executives (including the President).
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Sheldon Rabinowitz
September 15, 2000
Page 3 of 10
8. Subject to meeting eligibility requirements, you will participate in a
newly created Company Incentive Stock Option Plan ("the new Option Plan")
and your stock option grant shall be, to the extent permitted under the
applicable rules of Section 422(d) of the Internal Revenue Code of 1986, as
amended, an "incentive stock option" to purchase that number of shares of
the Company's Common Stock equal to the greater of: 500,000 shares or two
percent (2%) of the outstanding shares of the Company's Common Stock
("Option Shares"). The Option Shares will be granted from a stock option
pool which will be authorized pursuant to the new Option Plan to be adopted
by the Board of Directors for this option grant, for other new hires, and
for refresher option grants to be issued to other senior level TVN
executives. Your per share exercise price for the Option Shares shall be
equal to the lesser of (i) $2.75 per share, or (ii) an amount equal to
ninety percent (90%) of the per share price set in the next round of equity
financing for the Company in excess of $25 Million. The new Option Plan
shall provide for repriced incentive stock options to be issued for
refresher grants and for existing and new senior management employees, all
as approved by the Board of Directors. Your stock option shall be
exercisable for a term of ten (10) years (or, upon the expiration or
earlier termination of your employment, other than for cause pursuant to
paragraph 16 hereof, for the maximum period allowed by law) and shall vest
as follows: (i) twenty-five percent (25%) of the Option Shares (125,000
shares) shall vest when this Agreement is mutually signed, and (ii) the
balance of the Option Shares (375,000 shares) shall vest on a monthly basis
over the Term beginning on the Effective Date, conditioned upon your
continued employment with TVN as of each vesting date; provided, however,
that all unvested Option Shares shall be deemed vested and exercisable
immediately prior to a change of control as defined herein below. Subject
to the foregoing, this option grant will be subject to the terms,
definitions and provisions of the new Option Plan, and the standard form
related Stock Option Agreement which will be entered into by you and the
President, and the Company; provided, however, that in no event shall the
terms and conditions of this option grant (other than the number of shares
granted), including exercise price, vesting and exercisability, be less
favorable than the terms and conditions of the initial option grant given
to the President. You will also participate in all other regular option
grants to senior executives for an amount of shares that is commensurate
with your position relative to the others receiving such option grants. You
shall be entitled to receive additional stock options, with terms
(including regarding exercise price, vesting and exercisability) on a most
favored nations basis with the President (other than for the number of
shares granted, which shall be no less than in the same proportion to the
option shares so granted to the President as exists with regard to the
initial grants of stock options to you and the President).
9. You will be entitled to a total of twenty (20) days per year of paid
vacation, for use at your discretion upon reasonable advance notice to the
President and Chief Executive Officer. During the term of your employment
hereunder, the Company will obtain and pay the premiums when due for a
term life insurance
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Sheldon Rabinowitz
September 15, 2000
Page 4 of 10
policy on your life in the amount of $1,000,000 payable to your designated
beneficiary. You shall be fully "grossed-up" by the Company for this life
insurance benefit, so that the economic effects to you are the same as if
this benefit was provided to you on a non-taxable basis. You also
understand and agree that the Company may obtain additional term life
insurance on you with benefits payable to the Company ("key-man life
insurance") and you agree to cooperate with the Company in applying for
such coverage and with respect to the medical examinations required to
obtain such policies.
10. If you suffer a Total Disability during the Term, your employment hereunder
shall automatically terminate and you shall receive post-termination
disability payments equal to twelve (12) months of continuation of your
then current Annual Salary, a pro-rata portion of your Guaranteed Bonus to
the date of such Total Disability and any additional Annual Bonus the Board
of Directors may deem appropriate, and your Option Shares shall continue to
vest during such period of disability until the date of Total Disability,
at which time your Option Shares will no longer vest. You shall be deemed
to have suffered a "Total Disability" ninety (90) days following written
notice by the Company to you of a determination by an independent physician
acceptable to the Board of Directors and you (which acceptance will not be
unreasonably withheld) that your disability is such that you cannot render
services as provided for hereunder; provided, however, that if you resume
work on a regular basis prior to the end of such 90 day period, you shall
not be deemed to have suffered a "Total Disability."
11. During the term of this Agreement, if you become disabled by reason of
illness or other incapacity extending for a period of more than three (3)
consecutive months during which you are unable to perform your material
duties hereunder on a full-time basis (as determined by an independent
physician acceptable to both you and the Board of Directors), but you are
able to perform your duties hereunder on a part-time basis ("Partial
Disability"), all Annual Salary, Guaranteed Bonus amounts otherwise payable
and any additional Annual Bonus the Board of Directors may deem appropriate
shall be paid to you and your Option Shares shall continue to vest during
such period of disability.
12. If you die during the term of this Agreement, this Agreement shall
terminate immediately; provided, however, that in such event, your spouse,
if living, or your dependents, if your spouse is not living, shall receive
twelve (12) months of continued Annual Salary payments hereunder, a pro-
rata portion of your Guaranteed Bonus to the date of your death, any
additional Annual Bonus the Board of Directors may deem appropriate,
payment for accrued and unused vacation and unreimbursed expenses, and all
other benefits accrued prior to the date of death, including vested Option
Shares.
13. While you are employed by the Company, you agree that without first
disclosing to and obtaining the prior written consent of the President and
Chief Executive Officer, you will not (i) engage in any business or be
employed by any third
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Sheldon Rabinowitz
September 15, 2000
Page 5 of 10
person or entity, (ii) advice or consult with any person or entity which
competes, directly or indirectly, with any of the Company's businesses or
any businesses in which the Company maintains a financial interest, (iii)
accept any gift, gratuity, benefit or interest of a material or
substantial amount or nature (other than commonly accepted business
practices for senior level executives in this industry, i.e., small gifts
at holiday time, attending social events or seminars paid for by others),
directly or indirectly, from any person or entity which does business with
the Company, or its affiliates, or (iv) engage in any activity which
creates or may create an actual or potential conflict of interest between
such activity and your duty to act at all times in the best interests of
the Company and not for your separate personal gain or profit; provided,
however, that you may serve in any civic, educational or charitable
organization without the approval of the Board, so long as such activities
do not interfere materially with the full-time performance of your duties
and obligations under this Agreement. Notwithstanding the foregoing, the
Company acknowledges and agrees that, until December 31, 2001, you shall be
entitled to make yourself reasonably available to Sony Pictures
Entertainment Inc. ("SPE") to advise SPE, at SPE's request, about matters
as to which you have knowledge (other than the Company's Confidential
Information).
14. You acknowledge and agree that the Company shall own, in perpetuity and
throughout the universe, all creative and ownership rights in and to all
materials created, written, produced or worked on by you, or under your
direction, during the course of and in connection with your employment by
the Company including, without limitation, all Company business and
financial plans, computer systems and interfaces, technology, operating
systems and manuals, designs and diagrams, and all sales, marketing and
promotional materials developed or created by you or under your direction,
and all property rights of any kind therein emanating from your work. You
hereby assign to the Company all such rights and materials, and the
copyright, publishing, trademark, domain name, intellectual property and
other enumerated and related rights pertaining thereto or to the Company's
businesses, which the Company shall own and be entitled register, as it
sees fit, in its or an affiliate's name, and for its sole benefit.
15. Your employment may be terminated by the Company other than for "cause" as
defined in paragraph 16 hereof, in which event the Company's sole
obligations to you shall be a) to pay you (i) the unpaid portion of the
agreed Annual Salary than in effect for your work performed prior to
termination, (ii) your Annual Salary payable during each month of the
remaining Term plus your Guaranteed Bonuses payable during such period and
any additional Annual Bonus the Board of Directors may deem appropriate,
both less applicable payroll withholding and deductions, all payable
ratably during the remaining Term, (iii) unpaid auto allowance, other
benefits (including accrued and unused vacation) and reimbursable expenses,
if any, properly incurred and documented prior to the date of such
termination; and (iv) your auto allowance for the remaining Term, and b) to
provide for the continuation of all of your then existing employee
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Sheldon Rabinowitz
September 15, 2000
Page 6 of 10
benefits for a period of twenty-four (24) months from such termination date
unless you obtain substantially similar benefits with another employer at
an earlier date. In addition, your unvested Option Shares shall all
immediately accelerate and vest as of the date of any such non-clause
termination. You shall be entitled to receive these payments and benefits
without any duty of mitigation, and without any Company right of offset,
e.g., there shall be no diminution of such payments for benefits if you
obtain other employment after such termination, except that upon qualifying
for new health insurance, the Company's duty to maintain and pay for your
Cobra coverage will terminate.
16. In the event of your termination by the Company for "cause" as defined
below, you shall be entitled only to payment for the items in paragraphs
15(i) and 15(iii) above, plus pro-rata portion of your Guaranteed Bonus to
the date of termination and the right to exercise your stock option in
accordance with the new Option Plan for only those Option Shares which have
fully vested as of the date of such termination, subject to offset for any
material damage caused to the Company as a result of the conduct giving
rise to such termination for cause. Upon any termination of your
employment, whether with or without cause, you shall (a) return to the
Company all of its materials in your possession or under your control,
including all work in progress, work papers, computer discs and files,
information and documents created or worked on by you for the Company, (b)
provide a final report, if requested on the status of any work in progress
or remaining to be done and (c) continue to comply with your non-disclosure
and confidentiality obligations. For purposes of this agreement, "cause" is
defined as (i) an act of dishonesty in connection with your duties and
responsibilities as an employee and which either causes harm to the
Company, or results in your substantial personal enrichment, (ii)
conviction of a felony, (iii) a material violation of the conflict of
interest provisions of paragraph 13 hereof, (iv) willful misconduct which
results in material damage to the Company, or (v) a material breach of this
Agreement by you that remains uncured fifteen (15) days after your receipt
of written notice from the Company setting forth such breach with
reasonable specificity. Termination for cause shall be effective upon
delivery to you of a notice from the Company's Board of Directors stating
that you have engaged in any of the above described "for cause" conduct and
specifying the particulars thereof, and for cause under Section (v) that
you have not timely cured such defaults after such notice.
17. You may terminate your employment for "good reason" upon written notice to
the Company, and in such event, such employment termination shall be
treated as a termination by the Company for reasons other than cause, and
you shall receive the payments and be entitled to all other rights and
benefits (including accelerated vesting of unvested Option Shares) referred
to in paragraph 15 hereof governing a termination without cause. For
purposes of this agreement, "good reason" shall be defined as:
(a) A material diminution of your title, office, position or
authority;
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Sheldon Rabinowitz
September 15, 2000
Page 7 of 10
(b) The assignment to you of any duties inconsistent with your
position, title, authority or material responsibilities or legal
obligations, or the removal of your authority, title or material
responsibilities;
(c) The failure of the Company to (i) timely make any payment due to
you hereunder or (ii) comply with any of the material provisions
of this agreement after written notice from you of such failure
and the Company's failure to make such payment within five (5)
business days of such notice, or to effect such compliance within
a reasonable period of time.
(d) The occurrence of a change of control of the Company; and
(e) The failure of the Company to elect or re-elect you as a director
of the Company, or your removal as a director of the Company.
(f) A requirement that you report to a person other than the
President.
18. For purposes of this Agreement, a "change of control" shall mean (A) the
acquisition of the Company by another entity by means of any transaction or
series of related transactions (including, without limitation, a
reorganization, merger or consolidation but, excluding any merger effected
exclusively for the purpose of changing the domicile of the Company); or
(B) a sale of all or substantially all of the assets of the Company in any
transaction or series of related transactions, unless the Company's
stockholders of record as constituted immediately prior to such acquisition
or sale will, immediately after such acquisition or sale (by virtue of
securities issued as consideration for such acquisition or sale or
otherwise) hold at least a majority of the voting power of the surviving or
acquiring entity; or (C) one or more related transfers of capital stock of
the Company which results, singly or in the aggregate, in a transfer more
than fifty percent (50%) of the voting power of the Company, other than
transfers by any stockholder of voting power to any of such stockholder's
affiliates (as such term is defined in Rule 12 (b)(2) promulgated under the
Securities Exchange Act of 1934, as amended, or such successor regulation).
For the purpose of this Paragraph, the term, "affiliates" shall include any
individual, partnership, corporation, limited liability company, business
trust, joint stock company, trust, unincorporated association or joint
venture which directly or indirectly, is in control of, is controlled by,
or is under common control with, such stockholder. For purposes of the
preceding sentence, the term "control" shall mean the power, directly or
indirectly, to (i) vote 51% or more of the voting securities of an entity,
or (ii) direct or cause the direction of the management or policies of an
entity as the sole trustee, general partner or sole managing member of such
entity.
19. For acts performed by you in good faith and within the course and scope of
your employment (other than for willful misconduct), the Company shall
indemnify, defend and hold you harmless against any third party claim or
demand against you based upon or arising from any such acts. Upon your
receipt or knowledge of any such indemnified claim, you shall promptly
notify TVN in writing of the claim, tender the defense to TVN, cooperate
with TVN and its counsel, and grant
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Sheldon Rabinowitz
September 15, 2000
Page 8 of 10
TVN sole authority to control the defense and to settle such claim as it
deems appropriate, including a dismissal or withdrawal of such claim
against you. TVN will pay the costs of defense and any settlement, costs,
attorney's fees and/or damages in a final, non-appealable judgment or award
against you by a court of competent jurisdiction. You shall be added as an
additional named insured under the Company's Directors and Officers
insurance policy.
20. If and to the extent that our current CEO renegotiates the terms of his
employment agreement with the Company during the initial Term hereof, and
consequently is granted an increase in his annual salary, guaranteed bonus
(if any) and/or stock option grants, then the percentage increase in such
terms shall apply to and similarly increase the corresponding terms of your
employment as set forth herein.
21. This contains our entire agreement for your employment by the Company; all
prior and contemporaneous discussions, conversations and/or negotiations
are merged herein. No representations have been made to you by the Company,
or by any agent or representative thereof, or by you to the Company, other
than those set forth herein and no agreements have been entered into, other
than those expressly set forth herein. The terms of this employment
agreement may not be modified or amended except by a document signed both
by you and on behalf of the Company, and mutually executed fax copies shall
be deemed originals, and may be used by either party as an original
agreement. The laws of the State of California applicable to agreements
which are to be performed wholly within such state shall govern this
agreement, including its interpretation, construction, performance and
enforcement. Any waiver must be in writing and signed by the party whose
rights are being waived, and no waiver by either party of any breach or by
operation of any provision hereof, shall be, or be deemed to be, a waiver
of any subsequent breach of the same or any other provision of this
agreement. This agreement may be signed by exchange of facsimile
signatures, and mutually signed fax copies may be used by each party for
all purposes as originals.
22. All claims, disputes or issues relating to your employment, including
without limitation, your hiring, work, performance, compensation, bonuses,
stock options, benefits, and/or termination for any reason, or based upon a
claim of discrimination of any kind (each "a dispute" herein), shall be
resolved, if mutually desired, initially by non-binding mediation efforts
conducted by the parties with the aid of an independent impartial mediator
or mediation service, to be paid for equally by the parties. If such
mediation efforts are unsuccessful in resolving such dispute in a mutually
acceptable manner, or if either party does not wish to participate in or
continue with mediation efforts, each and every dispute shall be finally
resolved solely by binding arbitration in Burbank, California under the
applicable Employment Arbitration Rules of the American Arbitration
Association then in effect. Arbitration shall be the sole and exclusive
method for resolving any employment, hiring or termination related dispute,
and both you and the
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Sheldon Rabinowitz
September 15, 2000
Page 9 of 10
Company acknowledge and agree that each is giving up any right that either
otherwise might have for a judge or jury to decide such dispute, but
neither the arbitrator nor any court which may be asked to enforce any
arbitration award shall have jurisdiction or authority to award any
punitive or exemplary damages; provided, however, either you or the company
may seek (i) equitable relief, including but not limited to injunctive
relief, and (ii) an order compelling arbitration of any dispute, or
enforcing any arbitration award, from a court of competent jurisdiction.
The prevailing party in any such arbitration, as determined by the
arbitrator(s), shall be entitled to his or its reasonable attorney's fees
incurred in connection with, and the costs of, such arbitration proceeding,
including the costs for the arbitrator(s).
23. All disputes must be arbitrated pursuant to this Agreement, including, but
not limited to, tort and negligence claims, bad faith claims, contract
claims, wage claims, benefit claims, demands, liabilities, debts, accounts,
obligations, damages, compensatory damages, liquidated damages, costs,
expenses, actions and causes of action arising out of or in connection with
your hiring, our employment relationship, the performance or non-
performance of your duties, any disciplinary matters, including termination
of the employment relationship, and/or retaliation and defamation claims,
including but not limited to any claims for wrongful termination or
discharge, breach of the covenant of good faith and fair dealing, and/or
for violation of any and all federal and state civil rights laws,
ordinances, regulations or orders, based on charges of discrimination or
harassment on account of race, color, religion, sex, sexual orientation,
age, citizenship, national origin, mental or physical disability, medical
condition, marital status, pregnancy or any other discrimination prohibited
by such laws, ordinances, regulations or orders (including, but not limited
to, Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section
2000, et seq.; Americans with Disabilities Act; Civil Rights Act of 1866,
-- ---
and Civil Rights Acts of 1991; 42 USC Section 1981, et seq.; (Age
-- ---
Discrimination in Employment Act, as amended, 29 USC Section 621, et seq.;
-- ---
Equal Pay Act, as amended, 20 USC Section 206(d); regulations of the Office
of Federal Contract Compliance, 41 CFR Section 60, et seq.; and applicable
-- ---
state equal protection and/or equal employment opportunity laws).
24. You further understand and acknowledge that during the course of your
employment by the Company, you have had and will continue to have access to
its confidential business information and trade secrets, including without
limitation: service, operations, ordering, billing and sales data, records
and reports; customer, affiliate and vendor information; pending projects
or proposals; business methods, systems, technology, plans and financial
projections; the methods and techniques used in, approaches to, or results
of market research; employee salaries, contracts and wage information;
legal files and records; computer and engineering data, software,
programming, diagrams and schematics; and accounting and financial
information, whether written or verbal, or contained on paper, computer
hardware or software, disk, tape, microfiche or
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Sheldon Rabinowitz
September 15, 2000
Page 10 of 10
other media ("Confidential Information"). This information is of
substantial value and highly confidential, is not known to the general
public, is the subject of Company efforts to maintain its secrecy,
constitutes its professional and trade secrets, and is being provided
and disclosed to you solely for use in connection with your employment
by the Company. Since you will continue to have access to the
Company's Confidential Information during the course of performing
your duties, as a material condition of your continuing employment by
the Company, concurrently with signing this Agreement you agree to
sign the Confidentiality and Non-Disclosure Agreement which is
attached hereto.
Welcome aboard. We're delighted that you have agreed to take on this very
important position and we all look forward to working with you to achieve the
Company's goals.
Sincerely,
/s/ Arthur Fields
Arthur Fields
Senior Executive Vice President
Attachment - Non Disclosure Agreement
ACCEPTED AND AGREED:
The foregoing offer to employment is accepted. I agree to the terms and
conditions of my employment by the Company contained therein and the provisions
of the attached Company Confidentiality and Non-Disclosure Agreement, both of
which I have signed after obtaining advice from my legal counsel.
___________________________
Sheldon Rabinowitz
<PAGE>
Sheldon Rabinowitz
September 15, 2000
Page 10 of 10
other media ("Confidential Information"). This information is of
substantial value and highly confidential, is not known to the general
public, is the subject of Company efforts to maintain its secrecy,
constitutes its professional and trade secrets, and is being provided
and disclosed to you solely for use in connection with your employment
by the Company. Since you will continue to have access to the
Company's Confidential Information during the course of performing
your duties, as a material condition of your continuing employment by
the Company, concurrently with signing this Agreement you agree to
sign the Confidentiality and Non-Disclosure Agreement which is
attached hereto.
Welcome aboard. We're delighted that you have agreed to take on this very
important position and we all look forward to working with you to achieve the
Company's goals.
Sincerely,
/s/ Arthur Fields
Arthur Fields
Senior Executive Vice President
Attachment - Non Disclosure Agreement
ACCEPTED AND AGREED:
The foregoing offer to employment is accepted. I agree to the terms and
conditions of my employment by the Company contained therein and the provisions
of the attached Company Confidentiality and Non-Disclosure Agreement, both of
which I have signed after obtaining advice from my legal counsel.
/s/ Sheldon Rabinowitz
----------------------------
Sheldon Rabinowitz
