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                                                                    EXHIBIT 10.4


                                  LIFE FX, INC.

                                EMPLOYMENT TERMS

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<S>                        <C>
Name:                      Michael Rosenblatt

Title:                     President - Sales

Reporting:                 This position reports to the Acting CEO

Term:                      Six months (January 1, 2002 until July 1, 2002)

Base Salary:               Base Salary to be based on an annualized salary of
                           $165,000 per year payable in accordance with the
                           Company's regular payroll practices. Said salary
                           payments to begin upon signing.

Bonus:                     Two quarterly bonuses based upon implementation of
                           the LifeFX Go to Market Sales Leadership Plan
                           ("Plan"). In addition to satisfying the Plan, there
                           must not have been a termination for cause or a
                           voluntary termination prior to the date of
                           determination to be eligible for a bonus. Bonuses
                           shall be payable in full within 10 days after each
                           date of determination as follows:

                           First Bonus:     March 30, 2002 total of $62,500

                           Second Bonus:    June 30, 2002 total of $82,500

                           There will be a formal exchange and feedback between
                           the Acting CEO and you on the subjective elements of
                           the Plan at the mid-point of each quarterly bonus
                           period ("Meeting"), so that you will have an
                           opportunity to cure any dissatisfaction and to permit
                           you to resume a strategic role in expanding the value
                           proposition as appropriate.

Termination:               Upon a voluntary termination or termination for
                           cause, you will not be entitled to any severance, you
                           will receive your Base Salary earned but not yet paid
                           to the date of termination.

                           Upon a termination without cause or termination
                           due to death or disability you shall continue to
                           receive your Base Salary through the end of the
                           Term and you shall receive your Bonuses.

                           "Cause" shall mean (i) conviction of any crime or
                           offense, which conviction makes the employee unfit
                           for continuing employment, prevents the employee from
                           effective management of the Company or materially
                           adversely affects the reputation or business
                           activities of the Company; (ii) dishonesty or willful
                           misconduct which materially, adversely affects the
                           reputation or business activities of the Company and
                           which continues after written notice thereof to the
                           employee; (iii) substance abuse, including abuse of
                           alcohol or use of illegal narcotics , and other drugs
                           or substances, for which the employee fails to
                           undertake and maintain treatment after 15 days after
                           requested by the Company, or
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<PAGE>


                                                                    EXHIBIT 10.4


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<S>                        <C>

                           misappropriation of funds; (iv) employee's continuing
                           material failure or refusal to carry out in all
                           material respects the lawful directives of the Acting
                           CEO after written notice thereof to the employee; and
                           (v) the inability to perform the tasks required to
                           implement the Plan after 15 days after each Meeting.

Business Expenses:         Will be reimbursed subject to Company policy

Benefits:                  You will receive all Company benefits granted to
                           other employees, including an exchange of existing
                           options for new options held by you on an equitable
                           basis reasonably and substantially equal to the
                           exchange to be accomplished for other employees who
                           also hold options at this time. You will also be
                           granted further stock options appropriate to your
                           position and duties with the Company on a most
                           favored basis relative to other senior executives
                           (other than the CEO).

Confidential
Information
and Inventions
Covenant Against
Competition:               You acknowledge that you continue to remain bound by
                           the provisions regarding Confidential Information and
                           Inventions, Covenant against Competition, Injunctions
                           and Exclusions (Sections 8, 9, 10 and 14) as set
                           forth in your original employment agreement dated as
                           of December 1, 1999.

Governing Law:             This agreement shall be deemed to be a contract
                           under the laws of the Commonwealth of Massachusetts
                           and for all purposes shall be construed and enforced
                           in accordance with the internal laws of said
                           Commonwealth.
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Accepted and Agreed:                        Life F/X, Inc.

/s/ Michael S. Rosenblatt                   By:      /s/ Dr. Leslie Selbovitz

Michael S. Rosenblatt                       Name: Dr. Leslie Selbovitz
Address:                                    Title: Director
331 Dudley Road
Newton, Massachusetts 02159


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                                                                    EXHIBIT 10.4


In accordance with Section 3.02 of the Loan Agreement ("Loan Agreement") dated
as of December 17, 2001 between Safeguard 2001 Capital, L.P. ("Safeguard") and
Life F/X, Inc. and Life F/X Networks, Inc., Safeguard, as secured lender,
consents to the payments by Life F/X, Inc. hereunder and shall loan such amounts
to Life F/X if and to the extent Safeguard is continuing to provide Loans to
Life F/X under the Loan Agreement. The parties agree that the payment obligation
is that of Life F/X, Inc. only and that the consent and agreement by Safeguard
is not, and should not be deemed to be, a guarantee of payment.


Safeguard 2001 Capital, L.P.
By:  Safeguard Delaware, Inc.
     Its General Partner


By:
  ----------------------------------
Name:
Title: