AGREEMENT made as of the 28th day of February, 2000, by and between NICHOLAS THEMELIS, residing
at 14 Serenite Lane, Muttontown, New York 11791 (hereinafter referred to as the "Employee") and BITWISE
DESIGNS, INC., a Delaware corporation with principal offices located at 2165 Technology Drive, Schenectady
N.Y. 12308 (hereinafter referred to as the "Company").
W I T N E S S E T H :
WHEREAS, the Company is engaged in the manufacture and distribution of computers, document imaging
systems and related business enterprises and various Internet products and services; and
WHEREAS, the Company desires to employ the Employee for the purpose of securing to the Company the
experience, ability and services of the Employee; and
WHEREAS, the Employee desires to be employed by the Company, pursuant to the terms and conditions herein
set forth, superseding all prior agreements between the Company, its subsidiaries and/or predecessors and
NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows:
Subject to and upon the terms and conditions of this Agreement, the Company hereby employs Employee, and
the Employee hereby accepts such employment in his capacity as Vice President and Chief Technology Officer.
In this capacity, Employee will report to the Chairman of the Board and the Chief Executive Officer of the
(A) The Employee shall, during the term of his employment with the Company, perform such services and duties
of an executive nature in connection with the business, affairs and operations of the Company, and its
subsidiaries, as may be reasonably and in good faith assigned or delegated to him from time to time by or under
the authority of the Chief Executive Officer and/or the Board of Directors of the Company and consistent with the
position of Vice President and Chief Technology Officer.
(B) The Employee agrees to use his best efforts in the promotion and advanceme