THIS AGREEMENT is made effective as of January 29, 2001, and between TVIA, Inc., a Delaware
corporation (the "Company") and David Dicioccio (the "Consultant").
A. The Company desires to obtain the continued services of Consultant, on its own behalf and on behalf of all
existing and future Affiliated Companies (defined as any corporation or other business entity or entities that
directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant
desires to continue in the hire of the Company, whose experience, knowledge and abilities are valuable to the
Company, upon the following terms and conditions.
B. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as
defined below), which the Company considers vital to its business and goodwill.
C. The Proprietary Information may necessarily be communicated to or acquired by Consultant in the course of
his training by and hiring with the Company, and the Company desires to obtain the continued services of
Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Period of Consulting. The Company hereby retains Consultant to render services to the Company as
requested by the Chief Executive Officer of the Company from time to time in the position and with the duties and
responsibilities described in Exhibit A attached hereto and incorporated by this reference herein, commencing on
the date of this Agreement and ending on date as noted in Exhibit A or upon delivery of notice from the Chief
Executive Officer of the Company.
2. Position, Duties, Responsibilities.
a. Duties. Consultant hereby agrees to work for the Company in the business planning and development areas.
Consultant shall devote his best efforts and attention to the performance of the services customarily incident to