THIS EMPLOYMENT AGREEMENT ("Agreement"), is made and entered into to be effective as of January
18, 2001, by and between Lifef/x Networks, Inc. (the "Company"), a Delaware corporation doing business in
Massachusetts, and Richard
A. Guttendorf ("Executive"), an individual residing in Maryland.
The parties hereby agree as follows:
1. Employment; Term.
(a) The Company hereby employs Executive, and Executive hereby accepts employment with the Company,
upon the terms and conditions contained in this Agreement. The term of Executive's employment hereunder (the
"Employment Period") shall commence on January 18, 2001 (the "Effective Date") and shall continue for a period
of two (2) years from and after the Effective Date, unless sooner terminated as hereinafter provided.
(b) The Employment Period may be extended for two (2) successive one year periods by mutual written
agreement of the parties hereto. If either party intends not to renew this Agreement upon the expiration of the
Employment Period then in effect, such party shall give the other party notice of such intention not less than thirty
(30) days prior to the expiration of such Employment Period. Failure to provide notice of such intention shall not
constitute either a renewal of this Agreement or an extension of the Employment Period.
(a) During the Employment Period, Executive shall serve as the Chief financial Officer. Executive shall report
directly to the Chief Executive Officer. Executive shall faithfully perform for the Company the duties of
Executive's office which shall include such duties of an executive, technical, managerial or administrative nature as
may be specified and designated from time to time by the Chief Executive Officer and the Chairman of the Board
of the Company. Executive shall devote substantially all of Executive's business time and effort to the
performance of Executive's duties for the Company hereunder.
3. Compensation. Commencing on January 18, 2001, t