Prepared and filed by St Ives Burrups



 Exhibit
    10.2

 AGREEMENT AND RELEASE


  
    CONSULT WITH AN
          ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE.

  




  BY SIGNING THIS AGREEMENT
        AND RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

  Agreement between Authentidate
    Holding Corp., its stockholders (solely in their capacity as stockholders
    of Authentidate Holding Corp.), subsidiaries, affiliates, divisions, successors
    and assigns, their respective past and present officers, directors, employees,
    agents, attorneys, whether as individuals or in their official capacity,
    and each of their respective successors and assigns (hereinafter collectively
    referred to as “AHC” or the “Company”) and by his
  own free will, John T. Botti (“Botti” or “Employee”).




  WHEREAS, Botti has been
      an employee of AHC, and



WHEREAS, Botti has been
    employed pursuant to a written employment agreement dated as of July 1, 2003
    (the “Employment Agreement”); and 


  WHEREAS, Employee and
      AHC each desire an amicable cessation of the employment relationship,



NOW,
    THEREFORE, in consideration of the covenants and promises contained herein
    and for other good and valuable consideration,
  receipt of which is hereby acknowledged, Employee and AHC (who hereinafter
  collectively may be referred to as the “Parties”) hereby agree
  as follows:
  1.     Employee
        acknowledges and agrees that effective the close of business January
        20, 2005, Employee’s employment is terminated (the “Termination
        Date”.)

    2.     In
        consideration for Employee’s execution of this Agreement, and in
        consideration for the release of claims against AHC, the Company will
        pay or provide to Employee the following:

    a.      Solely
        for the purpose of determining the benefits under Article IX of the Employment
        Agreement, Employee’s termination shall be deemed a termination
        without cause within the contemplation of Section 9.3 (d) of the Employment
        Agreement. 

    b.      Employee
        shall be entitled to receive, in accordance with the terms of Section
        9.3(d) of the Employment Agreement, the Severance Benefit and the Continuation
        Benefits. 







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c.      The Company shall
  continue to provide an automobile for the use of the Employee until June 30,
  2005, the expiration date of the lease for the vehicle currently furnished
  by the Company to the Employee. The Company shall continue to pay the lease
  payment, not to exceed $1,000 per month, plus pay Employee such amount of cash
  as is necessary to enable the Employee to pay all income taxes associated with
  such automobile allowance, as currently required by Section 5.2 of the Employment
  Agreement. Upon the conclusion of the lease, the Company shall be responsible
  to pay any charges in connection with the termination of the lease in accordance
  with the Company’s current policy, which consist of damage and mileage
  overage charges (the “Surrender Charges”.) In addition, the Company
  hereby grants the Employee the right to exercise the lessee’s right to
  purchase the vehicle at the termination of the lease, and in the event the
  Employee elects to exercise this right, the Company will contribute $6,000
  toward such purchase, in addition to the Surrender Charges.
  d.      Solely
      for the purpose of determining the vesting of Employee’s stock options
      pursuant to Section 11.2 of the Employment Agreement, Employee’s
      termination shall be deemed a termination without cause, and the conditions
      to the vesting of any outstanding stock options granted to the Employee
      under any of the Company’s stock option plans, shall be deemed void
      and all such incentive awards shall be immediately and fully vested as
      of the date of this agreement and the terms of the awards shall be deemed
      amended to provide that the awards shall remain exercisable for the duration
      of their original term.

  3.     Benefits:

  a.      Group
      health benefits will continue as Continuation Benefits as provided in Section
      1.4 of the Employment Agreement, and except as otherwise expressly provided
      in this Agreement, Employee will not be entitled to receive any other benefits
      after the Termination Date.

  b.      Employee
      shall be paid for unused vacation time for 2004 in accordance with the
      Company’s current policy.

  4. To the extent Employee has unreimbursed
      business expenses, incurred through the Termination Date, Employee must
      promptly submit the expenses with all appropriate documentation; those
      expenses which meet the Company’s guidelines will be reimbursed.
      Any expense account that Employee has with the Company terminates effective
      on the Termination Date, and any expenses already incurred will be reviewed
      and processed in accordance with the policies and procedures of the Company.
      No new expenses may be incurred after the Termination Date. Employee agrees
      to promptly pay any outstanding balance on these accounts that represent
      non-reimbursable expenses.

  5. Employee understands that this
      Agreement does not constitute an admission by the Company of any liability,
      error or omission, including without limitation, any: (a) violation of any
      statute, law, or regulation; (b) breach of contract, actual or implied;
      or (c) commission of any tort.


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6.      Employee acknowledges
  that the consideration provided in this Agreement exceed that to which Employee
  would otherwise be entitled under the normal operation of any benefit plan,
  policy or procedure of the Company or under any previous agreement (written
  or oral) between Employee and the Company. Employee further acknowledges that
  the agreement by AHC to provide consideration pursuant to this Agreement beyond
  Employee’s entitlement is conditioned upon Employee’s release of
  all claims against AHC and Employee’s compliance with all the terms and
  conditions of this Agreement.
  7.      Simultaneously
          with the execution of this agreement, the Company will enter into a
          consulting agreement (the “Consulting Agreement”) with
          the Employee. The Consulting Agreement shall be for a term of twelve
          months commencing February 1, 2005 and the Company shall pay the Employee
          $10,000 per month as compensation for services to be rendered under
          the Consulting Agreement. The Employee shall be required to perform
          such services as may reasonably be requested in writing by the Chief
          Executive Officer of the Company and shall not hold himself out as
          a representative of the Company except upon the prior written direction
          of the Chief Executive Officer of the Company.           

      8.      The
          Parties agree that, except as provided for herein, there shall be no
          other payments or benefits payable to Employee, including but not limited
          to, salary, bonuses, commissions, finder’s fees and/or other
          payments. All cash payments required by the Company are set forth in
          Schedule A annexed hereto and Employee acknowledges and agrees the
          amounts set forth on Schedule A are true and correct. 

9.      Arbitration:


a.      The Parties specifically
  and knowingly and voluntarily agree to arbitrate any controversy, dispute or
  claim which has arisen or should arise in connection with Employee’s
  employment, the cessation of Employee’s employment, or in any way related
  to the terms of this Agreement. The Parties agree to arbitrate any and all
  such controversies, disputes, and claims before a single arbitrator in the
  State of New York in accordance with the Rules of the American Arbitration
  Association. The arbitrator shall be selected by the Association and shall
  be an attorney-at-law experienced in the field of corporate law and admitted
  to practice in the State of New York. In the course of any arbitration pursuant
  to this Agreement, Employee and the Company agree (i) to request that a written
  award be issued by the arbitrator and (ii) that each side is entitled to receive
  any and all relief it would be entitled to receive in a court proceeding. The
  Parties knowingly and voluntarily agree to enter into this arbitration clause
  and to waive any rights that might otherwise exist to request a jury trial
  or other court proceeding, except that Employee and AHC have the right to seek
  injunctive or other equitable relief from a court to enforce
  Paragraph 10 of this Agreement and that AHC has the right to seek injunctive
  or other equitable relief from a court to enforce Paragraph 12 of this Agreement.
  This paragraph is intended to be both a
  post-dispute and pre-dispute arbitration clause. Any judgment upon any arbitration
  award may be entered in any court, federal or state, having competent jurisdiction
of the parties.

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  b.       The
      Parties’ agreement to arbitrate disputes includes, but is not limited
      to, any claims of unlawful discrimination and/or unlawful harassment under
      Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination
      in Employment Act 1967, as amended, the Americans with Disabilities Act,
      the New Jersey and New York Civil Rights Laws, the New Jersey Law Against
      Discrimination, the New York Executive Law, the New York City Human Rights
      Law, the New Jersey Conscientious Employee Protection Act, the New Jersey
      Family Leave Act, or any other federal, state or local law relating to
      discrimination in employment and any claims relating to wage and hour claims
      and any other
      statutory or common law claims.



10.      Employee
  and AHC agree that the terms and existence of this Agreement are and shall
  remain confidential and agrees not to disclose any terms or provisions of this
  Agreement, or to talk or write about the negotiation, execution or implementation
  of this Agreement, without the prior written consent of the other, except (a)
  as required by law; (b) as required by regulatory authorities; (c) as required
  within AHC to process this Agreement; or (d) in connection with any arbitration
  or litigation arising out of this Agreement. Anything herein to the contrary
  notwithstanding, Employee may disclose the terms of this Agreement to Employee’s
  immediate family, accountant or attorney, provided they are made aware of and
  agree to the confidentiality provisions.
  11.      [Intentionally
          left blank] 

      12.      Employee
          further acknowledges and agrees that any non-public and/or proprietary
          information of the Company and/or its customers disclosed to or prepared
          by Employee during Employee’s employment remains confidential
          and may not be used and/or disclosed by Employee hereafter without
          the prior written consent of AHC. Employee further agrees that the
          provisions of Article VI of the Employment Agreement (“Non-Disclosure”)
          shall remain in full force and effect.

      13.      Solely
          for the purpose of determining the applicability of the Restrictive
          Covenant in Article VII of the Employment Agreement, Employee shall
          be deemed to have voluntarily terminated his employment as of the termination
          date of the Consulting Agreement, and Employee hereby agrees that all
          of the provisions of Article VII, as modified by this paragraph, shall
          remain in full force and effect. Further, in addition to the provisions
          of Article VII, Employee also agrees that in consideration for the
          payments and other consideration provided in this Agreement, Employee
          will not for a period of six months after the termination of the Consulting
          Agreement, either directly or indirectly, (a) solicit any person who
          is employed by AHC (or who was employed by AHC within 90 days of the
          termination of the Consulting Agreement) to: (i) terminate his employment
          with AHC; (ii) accept employment with anyone other than AHC, or (iii)
          in any manner interfere with the business of AHC.


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14.      In
    consideration of the foregoing, Employee agrees to irrevocably assign to
    the Company any
  and all inventions, software (including source code and source code documentation
  for all computer programs developed or modified), manuscripts, documentation,
  improvements or other intellectual property whether or not protectible by any
  state or federal laws relating to the protection of intellectual property,
  relating to the present or future business of the Company that have been developed
  by Employee during the course of his employment with the Company, either alone
  or jointly with others, and whether or not developed during normal business
  hours or arising within the scope of his/her duties of employment (all of the
  foregoing “Intellectual Property”). Employee agrees that all such Intellectual
  Property, including without limitation all copyrights, trademarks, trade secrets
  and patent rights therein, is irrevocably assigned to and shall be and remain
  the sole and exclusive property of the Company and shall be deemed the product
  of work for hire. Employee further agrees to execute such assignments and other
  documents as the Company may consider appropriate to vest all right, title
  and interest therein to the Company and hereby appoint the Company your attorney-in-fact
  with full powers to execute such document itself in the event Employee fails
  or is unable to provide the Company with such signed documents.
  15.      Employee
        agrees that in accordance with Section 9.6 of the Employment Agreement,
        which shall remain in full force and effect, as long as Employee is entitled
        to receive any payments under this Agreement, Employee shall not make
        any negative or derogatory statements in verbal, written, electronic
        or any other form about the Company, or its officers, employees and directors
        including, but not limited to, a negative or derogatory statement made
        in, or in connection with, any article or book, on a website, in a chat
        room or via the internet. The Company agrees not to issue, and will advise
        its executive officers and directors not to make, any negative or derogatory
        statements in verbal, written, electronic or any other form about Botti.

16.      Litigation


a.      Employee
    shall cooperate fully with the Company in the prosecution or defense, as
    the case
  may be, of any and all actions, governmental inquiries or other legal or regulatory
  proceedings in which Employee’s assistance may be reasonably requested
  by the Company. Reasonable expenses arising from the cooperation will be advanced
  or reimbursed within the Company’s guidelines. Consistent with the “Certificate
  of Incorporation of Authentidate Holding Corp.,” and the Company’s
  Amended and Restated By-Laws, AHC will hold harmless and indemnify Employee
  from and against any expenses (including attorneys’ fees), judgments,
  fines and amounts paid in settlement arising from any claim, suit or other
  action against Employee by any third party, on account of any action or inaction
  by Employee taken or omitted to be taken by Employee on behalf of AHC during
  the course of his employment, up to his date of termination, provided that
  such action or inaction by Employee was within the scope of Employee’s
  employment and consistent with the Company’s policies and procedures.
  Notwithstanding anything to the contrary contained herein, the obligations
  of the Company pursuant to Section 13.2 of the
  Employment Agreement shall survive the termination of the Employment Agreement
  and are specifically incorporated herein as if fully set forth herein. In accordance
  with Section 13.2 of the Employment Agreement, the Company further agrees to
  maintain such insurance, including, but not limited to, directors’ and
  officers’ liability insurance, and liability insurance, as is necessary
  and reasonable to protect the Employee from any and all claims arising from
  or in connection with his employment by the Company for a period of six (6)
years after the Termination Date.

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  b.      Employee
      acknowledges that he has advised the Company completely and candidly of
      all facts of which he is aware that may give rise to legal matters. The
      Company acknowledges that it has advised Employee completely and candidly
      of all facts of which it is aware that may give rise to legal matters including
      possible litigation with the Shore Venture Group and the principals thereof.
      The Company is not aware of any claims or any facts giving rise to a claim
      against the Employee by the Company.




  17.      Employee
      shall direct all requests for references to be forwarded in writing to
      the Company, attention: Office of the President. The Company will state
      in response
      to such inquiries your dates of employment and positions held. The Company
      shall not be responsible for responses to reference requests sought or
  obtained other than under the procedures set forth in this paragraph.

  18.      Employee
        realizes there are many laws and regulations prohibiting employment discrimination,
        or otherwise regulating employment or claims related to employment pursuant
        to which Employee may have rights or claims. These include but are not limited
        to Title VII of the Civil Rights Act of 1964, as amended; the Americans with
        Disabilities Act of 1990; the Pregnancy Discrimination Act; the National
        Labor Relations Act, as amended; 42 U.S.C 1981; the Employee Retirement Income
        Security Act of 1974, as amended; the Age Discrimination in Employment Act
        of 1967, as amended; the Civil Rights Act of 1991; the Worker Adjustment
        and Retraining Notification Act; the New York State and City Human Rights
        Laws; the New Jersey Law Against Discrimination; the New Jersey Conscientious
        Employee Protection Act, the New Jersey Family Leave Act, and other Federal,
        State and local human rights, fair employment and other laws. Employee also
        understands there are other statutes and contract and tort laws which relate
        to Employee’s employment and/or the termination of Employee’s employment. Employee hereby knowingly and voluntarily agrees to waive and release any rights or claims Employee may have under these and other laws, but does not intend to, nor is Employee waiving any rights or claims that may arise after the date that this Agreement is signed by Employee. Notwithstanding the foregoing sentence, Employee’s waiver and release shall not extend to (i) any rights, remedies, or claims Employee may
    have in enforcing the terms of the Agreement; and (ii) any rights Employee may have to receive vested amounts under AHC’s
  stock option plans, 401-K or pension plans.

  19.      This
      Agreement shall be deemed to have been made within the County of New York,
      State of New York, and shall be interpreted and construed and enforced in
  accordance with the laws of the State of New York without regard to its conflicts of law provision.



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20.       Employee
  is hereby advised of Employee’s rights to review this Agreement with
  counsel of Employee’s choice. Employee has had the opportunity to consult
  with an attorney and/or other advisor of Employee’s choosing before signing
  the Agreement, and was given a period of twenty-one (21) days to consider the
  Agreement. Employee is permitted, at his discretion, to return the Agreement
  prior to the expiration of this 21-day period. Employee acknowledges that in
  signing this Agreement, Employee has relied only on the promises written in
  this Agreement, and not on any other promise made by the Company or any other
  entity or person.
  21.      [Intentionally
          left blank]

      22.      Employee
          represents that Employee has not filed any complaints, charges or claims
          against AHC with any local, State, or Federal agency or court, or with
          any other forum.

      23.      Employee
          agrees to immediately return any AHC property no matter where located
          including, but not limited to, AHC I.D. card, corporate credit card,
          keys, computer disks, and written/electronic material prepared in the
          course of employment at AHC. Notwithstanding the foregoing, Employee
          shall be entitled to retain I) his desktop and laptop computers; and
          ii) his office furnishings. 

      24.      .If
          any provision of this Agreement, or any part thereof, is held to be
          invalid or unenforceable because of the scope or duration of or the
          area covered by such provision, Employee and AHC agree that the court
          or other appropriate decision-making authority making such determination
          shall reduce the scope, duration and/or area of such provision (and
          shall substitute appropriate provisions for any such invalid or unenforceable
          provisions) in order to make such provision enforceable to the fullest
          extent permitted by law and/or shall delete specific words and phrases,
          and such modified provision shall then be enforceable and shall be
          enforced. In the event that any court or other appropriate decision-making
          authority determines that the time period or the area, or both, are
          unreasonable and that any of the covenants is to that extent invalid
          or unenforceable, the parties hereto agree that such covenants will
          remain in full force and effect, first, for the greatest time period,
          and second, in the greatest geographical area that would not render
          them unenforceable. If any provision of this Agreement is held to be
          invalid or unenforceable, the remaining provisions of this Agreement
          shall nonetheless survive and be enforced to the fullest extent permitted
          by law.

      25.      Except
          as otherwise expressly provided herein, this Agreement and Release,
          together with the General Release constitute the entire agreement between
          the Parties and supersede any and all prior agreements, whether written
          or oral. This Agreement may not be modified or changed, except in a
          written agreement signed by both Parties.

      26.      The
          Agreement may be executed in multiple counterparts, each of which shall
          be considered an original but all
          of which shall constitute one agreement.


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  IN WITNESS WHEREOF,
      the parties have executed this Agreement as of the dates set forth below.



I have read this
      Agreement, and I understand all of its terms. I enter into and sign this
      Agreement knowingly and voluntarily with full knowledge of what it means.
      I understand that I have twenty-one (21) days to consider this Agreement
      and return it toAHC. I also understand that I have seven (7) days to revoke
      this Agreement in writing after I sign it. I understand that a revocation
      will become effective only if I furnish AHC with written notice, within
      such seven (7) day period. This Agreement will not become effective or
      enforceable until AHC’s receipt back of Employee’s executed
      Agreement and the expiration of the seven day revocation period.

 

	 /s/ John T. Botti                           	February 7, 2005               

Date
	 	 
	Authentidate Holding Corp.   	 
	 	 
	By: /s/ John Waters                   	February 7, 2005               

  Date  
	 	 


 

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CONSULT WITH AN ATTORNEY BEFORE SIGNING GENERAL RELEASE. BY SIGNING THIS GENERAL RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

GENERAL RELEASE

John T.Botti understands and, of my own free will,
  enters into this General Release.
  In consideration of the payments,
        benefits, agreements, and other consideration to be provided by Authentidate
        Holding Corp. (“AHC”) as described in the agreement of which
        this General Release is a part (such agreement, this General Release,
        together, the “Agreement”), John T. Botti, for himself or herself
        and for his heirs, executors, administrators, and their respective successors
        and assigns (collectively, “Employee”), HEREBY RELEASES AND
        FOREVER DISCHARGES, to the maximum extent permitted by law, Authentidate
        Holding Corp., its stockholders (solely in their capacity as stockholders
        of AHC), subsidiaries, affiliates, divisions, successors and assigns,
        their respective current and former officers, directors, employees, agents,
        attorneys, whether as individuals or in their official capacity, and
        each of their respective successors and assigns (hereinafter collectively
        referred to as “AHC”) of and from all or any manner of actions,
        causes and causes of action, suits, debts, obligations, damages, complaints,
        liabilities, losses, covenants, contracts, controversies, agreements,
        promises, variances, trespasses, judgments and expenses (including attorneys’ fees
        and costs), extents, executions, claims and demands whatsoever at law
        or in equity (“claims”), specifically including by way of example
        but not limitation, Title VII of the Civil Rights Acts of 1964 and 1991,
        as amended; the Civil Rights Act of 1866; the Employee Retirement Income
        Security Act of 1974, as amended; the National Labor Relations Act, as
        amended; the Americans with Disabilities Act of 1990; the Age Discrimination
        in Employment Act of 1967, as amended; the Worker Adjustment and Retraining
        Notification Act; the Pregnancy Discrimination Act; and all Federal,
        State and local statutes, regulations, decisional law and ordinances
        and all human rights, fair employment, contract and tort laws relating
        to Employee’s employment with AHC and/or the termination thereof
        including, again by way of example but without limitation, the New Jersey
        and New York Civil Rights Laws, the New Jersey Law Against Discrimination,
        the New York Executive Law, the New York City Human Rights Law, the New
        Jersey Conscientious Employee Protection Act, the New Jersey Family Leave
        Act, any civil rights or human rights law, as well as all claims for
        wrongful discharge, breach of contract, personal injury, defamation,
        mental anguish, injury to health and reputation, and sexual harassment,
        which Employee ever had, now has, or which Employee hereafter can, shall
        or may have for, upon or by reason of any matter, cause or thing whatsoever
        arising out of Employee’s employment by AHC or the termination
        thereof, provided that this General Release shall not extend to (i) any
        rights, remedies, or claims Employee may have in enforcing the terms
        of this Agreement; (ii) any rights Employee may have to receive vested
        amounts under AHC’s stock option plan, 401-K or pension plans;
        (iii) Employee’s rights to medical benefit continuation coverage,
        on a self-pay basis, pursuant to federal law (COBRA); and (iv) claims
        for indemnification (whether under state law, the Company's by-laws or
        otherwise) for acts performed as an officer or director of the Company
        or any of its affiliates. Employee takes this action fully aware of Employee’s
        rights arising under the laws of the United States (and any State or
        local governmental entity thereof) and voluntarily waives and releases
        all such rights or claims under these or other laws, but does not intend
        to, nor is Employee waiving any rights or claims that may arise after
        the date that this Agreement is signed by Employee. The provisions of
        any laws providing in substance that releases shall not extend to claims
        which are at the time unknown to or unsuspected by the person executing
        such release, are hereby waived.



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Employee
    represents that Employee has been advised to and has had an opportunity to
    consult with an attorney and/or any other
  advisors of Employee’s choosing before signing this Agreement, and was
  given a period of twenty-one (21) days to consider this Agreement. Employee
  is permitted, at his discretion, to return the Agreement prior to the expiration
  of this 21-day period. Employee has relied only on the promises written in
  the Agreement, and not on any other promise made by AHC or any other entity
  or person.
  Employee has seven (7) days
          to revoke the Agreement after Employee signs it. The Agreement will
          not become effective or enforceable until AHC’s receipt back
          of Employee’s executed Agreement and the expiration of the seven
          day revocation period.

    Employee has read and understood
        the Agreement and enters into it knowingly and voluntarily.

    IN WITNESS WHEREOF, John T. Botti
        has set his hand this 7th day of February, 2005 having had
        the opportunity to review this with counsel of his or her choice.



	 /s/ John T. Botti                           	February 7, 2005               

    Date
	John T. Botti	 


 

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