THIS SEVERANCE AGREEMENT (this "Agreement"), dated November 4, 1996, is entered into between
Amtech Corporation, a Texas corporation, with its principal executive offices in Dallas, Texas (the "Company"),
and Michael H. Wolpert, an individual currently residing in Los Angeles, California and who is currently
employed as President and Chief Operating Officer, Cardkey Systems, Inc. ("Employee").
A. Cardkey Systems, Inc., a Delaware corporation, and Employee have entered into an Employment Agreement,
dated August 1, 1995, as amended (the "Employment Agreement"), which expires on the date specified in
Section 2 thereof (the "Expiration Date").
B. In lieu of extending the term of the Employment Agreement or entering into a new employment agreement, the
Company and Employee desire to enter into this Severance Agreement, which will supplement the Employment
Agreement until the Expiration Date and thereafter survive it.
C. In consideration of the Company's agreements herein, Employee is willing to continue working for the
Company or an Affiliate, as applicable, on an "at-will" basis after the Expiration Date.
Terms and Conditions
In consideration of the recitals and the agreements herein and other good and valuable consideration, the parties
agree as follows:
1.1 An "Affiliate" with respect to the Company shall mean any corporation or other entity controlled by,
controlling, or under common control with, the Company.
1.2 The Company and its Affiliates shall have "Cause" to terminate Employee's employment upon (1) the willful
and continued failure by Employee to substantially perform Employee's employment duties (other than any such
failure resulting from Employee's incapacity due to physical or mental illness), after written demand for substantial
performance is delivered by the Company or an Affiliate, as applicable, that specifically identifies the manner in
which the Company or the Affiliate, as applicabl