This employment agreement (the "Agreement") is made and entered into effective as of August 1, 1997 (the
"Effective Date"), by and between Gerald W.Rice (the "Employee") and Notify Corporation (the "Company").
A. The Company desires to retain the services of Employee, and Employee desires to be employed by the
Company, on the terms and conditions set forth in this Agreement.
B. Certain capitalized terms used in the Agreement are defined in Section 8 below.
In consideration of the mutual covenants herein contained, and in consideration of the continuing employment of
Employee by the Company, the parties agree as follows:
1. Duties and Scope of Employment.
(a) Position. The Company shall employ the Employee in the position of Chief Financial Officer, with such duties,
responsibilities and compensation as in effect as of the Effective Date; provided, however, that the Board shall
have the right, prior to the occurrence of a Change of Control, to revise such responsibilities and compensation
from time to time as the Board may deem necessary or appropriate.
(b) Obligations. The Employee shall devote his full business efforts and time to the Company and its subsidiaries.
The foregoing, however, shall not preclude the Employee from engaging in such activities and services as do not
interfere or conflict with his responsibilities to the Company.
2. At-Will Employment. The Company and the Employee acknowledge the Employee's employment is and shall
continue to be at-will, as defined under applicable law. If the Employee's employment terminates for any reason,
the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as
provided by this Agreement, or as may otherwise be available in accordance with the Company's established
employee plans and practices or other agreements with the Company at the time of termination.
3. Compensation and Benefits.
(a) Base Compensation. The Company shall pay