EMPLOYMENT AGREEMENT, dated as of the 29th day of October 1996, by and between DIVERSIFAX,
INC., a Delaware corporation, having its principal executive offices at 39 Stringham Avenue, Valley Stream,
New York 11580 (hereinafter referred to as the "Company"), and DR. IRWIN A. HOROWITZ, with an
address at 111 Ocean Place, Sarasota, Florida 34242 (hereinafter referred to as the "Employee").
WHEREAS, the Employee is presently the President and Chief Executive Officer of the Company; and
WHEREAS, the parties hereto desire to set forth in this Agreement the terms and conditions of the Employee's
continued employment as the President and Chief Executive Officer of the Company.
NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth, the parties hereto agree
1. Employment; Position; Responsibilities.
1.1 The Company hereby employs and engages the Employee to serve as the President and Chief Executive
Officer of the Company and to perform the duties customarily associated with such positions.
1.2 The Employee hereby accepts said employment with the Company on the terms and conditions herein set
forth and agrees to devote his full time, energy and skill during regular business hours exclusively to such
2. Term of Employment.
2.1 The term of employment hereunder shall commence as of December 1, 1996, shall continue for a period of
one year (the "Term"), and shall be renewed for additional successive one year periods (each an "Additional
Term"), unless either party terminates this Employment Agreement at the end of the Term or any Additional Term
by 30 days prior written notice, except that the Employee's employment shall terminate sooner upon the
occurrence of any of the following acts:
(a) The death of the Employee;
(b) The incapacity of the Employee as defined below;
(c) An act or omission to act on the part of the Employee which would constitute cause, as defined below, for the