Instructivision Inc – ‘10-K/A’ for 9/30/96 – EX-10

As of:  Friday, 3/14/97   ·   For:  9/30/96   ·   Accession #:  770183-97-10   ·   File #:  0-14411

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            15     76K 
 2: EX-10       Material Contract                                      4     20K 

EX-10   —   Material Contract

EX-10
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EMPLOYMENT AGREEMENT              

This Agreement is entered into this 4th day of September, 1996,     
effective as of September 1, 1996 by and between Instructivision Inc.           
(the Company), a New Jersey Corporation, located at 3 Regent Street,            
Livingston, New Jersey, 07039 and Rosemary Comras, 14 Tilden Drive,             
East Hanover, New Jersey (the Employee).                                        

WITNESSETH                          

Whereas, the Company is in the business of creating, producing and    
marketing educational textbooks, software, and video materials; and             
Whereas the Company wishes to employ Rosemary Comras as President     
and Chief Financial Officer, and                                                
Whereas, Employee wishes to be so employed;                           
Now, in consideration of the mutual covenants contained herein it     
is agreed as follows:                                                           

1. Employment duties and acceptance.                                            
The Company hereby agrees to employ Employee for the term of three years,       
commencing on the effective date above. Employee duties shall consist of        
overall operating responsibility for the Company's business, subject to         
the direction of the Board of Directors.                                        

2. Term of Employment.                                                          
The term of the Employee's employment under this agreement (the Term)           
shall commence on the date determined above, for a period of three years,       
and shall automatically be renewed for additional periods of three years,       
unless either party elected on at least six months written notice to            
terminate this Agreement at the end of the first or any subsequent period.      

3. Compensation.                                                                
3.1 As compensation for the services to be rendered pursuant to this            
Agreement, the Company agrees to pay Employee during the Term the               
following: A salary of $75,000 per year during the first 12 months from         
the date of commencement of employment, a salary of $78,750 per year            
during the second 12 months' period of the Term, and $83,000 during the         
third 12 months' period.                                                        
3.2 In addition Employee shall receive a royalty of 2.5% of the net             
profit before taxes from the Company's earnings payable annually as             
determined by the 10K financial report.                                         
3.3 Employee shall be entitled to three weeks paid vacation during              
each 12 months period and be entitled to all legal holidays, and                
be entitled to accrue any unused vacation days or holidays. Employee            
shall be entitled to sick pay and paid health insurance premiums in             
accordance with general Company policy for all employees. Employee may          
select her own health insurance carrier and receive reimbursement               
from the Company for the premium paid, including payroll taxes assessed         
on the premium.                                                                 
The Company shall pay or reimburse Employee for all reasonable expenses         
actually incurred and paid by Employee during the Term under this               
agreement upon presentation of expense statements, or vouchers, or such         
other supporting information as it may require.                                 

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EX-10
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Nothing herein contained shall be construed to prevent the Company from         
increasing Employee's salary hereunder during the Term or from paying           
bonuses to her at the discretion of the Board of Directors of the               
Company.                                                                        
The Employee shall be entitled to all rights and benefits for which she         
shall be eligible under any bonus, participation or extra compensation          
plan, stock options, pensions, group insurance, or other so-called fringe       
benefits which the Company may, in its sole discretion, provide for her         
or its employees generally.                                                     
The provisions of this Agreement relating to compensation to be paid to         
the Employee shall be subject to and limited by any applicable provision        
of law or regulation which may from time to time restrict or limit the          
compensation to be paid hereunder.                                              

4. Termination                                                                  
This employment agreement may be terminated if both parties agree to            
the termination and to the terms at any time during the life of this            
Agreement.                                                                      
If Employee shall die during the Term, this Agreement shall terminate           
except that Employee's legal representatives shall be entitled to               
receive the compensation provided for hereunder to the last day of              
the month in which death occurs.                                                
If during the Term Employee shall become physically or mentally dis-            
abled, whether full or partially, so that she is unable to substantially        
perform her services hereunder for a period of 120 days, the Company            
may terminate the term of employment hereunder by giving written notice         
to Employee of 30 days. Notwithstanding such disability the Company             
shall continue to pay Employee her full salary up to and including the          
date of such termination.                                                       
In the event of gross neglect by Employee of her duties hereunder,              
conviction of Employee of any felony or offense involving the property          
of the Company, the Company may at atny time by written notice to               
Employee terminate the term of Employee's employment hereunder.                 

5. Protection of Confidential Information                                       
Employee warrants represents and agrees to keep secret and retain in            
strictest confidence all confidential matters of the Company, including         
the Company's trade knowhow, customer lists, pricing policies,                  
operational methods, technical processes, research projects and other           
business affairs of the Company during the course of her employment and         
not to disclose them to anyone outside the Company, either during or            
after her employment with the Company, except in the course of per-             
forming her duties hereunder with the Company's express written consent.        
Except as otherwise provided in this Agreement, Employee shall not              
during the Term of this Agreement directly or indirectly enter the              
employ of or render services to any person, firm or corporation engaged         
in a business directly competitive with the business of the Company,            
as partner, director, officer, principal, agent, employee, trustee,             
consultant or any other relationship or capacity, provided however that         
nothing contained herein shall be deemed to prohibit the employee from          
acquiring shares of capital stock of any public corporation doing               
business similar to that of the Company.                                        

To deliver promptly to the Company on termination of her employment             
by the Company, or at any time the Company may so request, all Company          
owned memoranda, computer stored information, notes, reports, manuals,          
drawings or other Company owned documents relating to the Company's             
business which she may then possess or have under her control.                  

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It is hereby agreed that if, after termination, Employee desires to             
enter the employ or render services to any person, firm or corporation          
in any business directly competitive with the business of the Company,          
Employee shall give Company the option to pay Employee a compensation           
for not entering into a competitive employment contract at a mutually           
agreed upon price, not to exceed one half of Employee's salary at the           
time of termination.                                                            
The parties agree that any disputes relating to the performance of any          
provision of this agreement shall be referred to arbitration in                 
accordance with the procedures and rules of arbitration issued by the           
American Arbitration Association.                                               

6. Indemnification                                                              
The Company will indemnify Employee, to the maximum extent permitted            
by applicable law, against all costs, charges, and expenses incurred            
or sustained by her in connection with any action, suit or proceeding           
to which she may be made a party by reason of her being an officer,             
director or employee of the Company or of any subsidiary or affiliate           
of the Company.                                                                 

7. Notices                                                                      
All notices, requests, consents, or other communications required or            
permitted to be given hereunder, shall be in writing and shall be               
deemed to have been duly given if delivered personally or sent by               
prepaid telegram, or mailed first class, postage paid, by registered            
or certified mail.                                                              

This Agreement shall be governed by and construed and enforced in               
accordance with the laws of the State of New Jersey applicable to               
agreements made and to be performed entirely in New Jersey.                     

This Agreement sets forth the entire agreement and understanding of             
the parties relating to the subject matter hereof, and supersedes               
all prior agreements, arrangements and understandings, written or               
oral, relating to the subject matter hereof. No representation,                 
promise or inducement has been made by either party that is not                 
embodied in the Agreement, and neither party shall be bound or be               
liable for any alleged representation, promise or inducement not so             
set forth.                                                                      

This Agreement and Employee's right, other than the right to receive            
payments hereunder, may not be assigned by Employee. The Company may            
assign its rights, together with its obligations, hereunder in                  
connection with any sale, transfer or other disposition of all or               
substantially all of its business or assets, in any event the                   
obligations of the Company hereunder shall be binding on its                    
successors or assigns, whether by merger, consolidation or acquisition          
of all or substantially all of its business or assets.                          
This Agreement may be amended, modified, superseded, cancelled,                 
renewed or extended and the terms or covenants may be waived only               
by a written instrument executed by both of the parties hereto or in            
the case of a waiver by the party waving comploance. The failure of             
either party at any time or times to require performance of any                 
provision hereof shall in no manner affect the right at a later time to         
enforce the same.                                                               

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4No waiver by either party of the breach of any term or covenant                 
contained in this agreement, whether by conduct or otherwise,                   
in any one or more instances shall be deemed to or construed as, a              
further or continuing waiver of any breach, or a waiver of the breach           
of any other term or covenant contained in this Agreement.                      

In witness whereof, the parties have executed this Agreement as of the          
date first written above.                                                       

Dated this 4th day of September 1996  for Instructivision Inc.                  
s/Rosemary Comras                     s/David Sousa                             
    Director

Page 4                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/14/97
For Period End:		9/30/96							10-K,  DEF 14C
		9/1/96		1
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