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                                                                    EXHIBIT 10.5

                    RESTATED AND AMENDED EMPLOYMENT AGREEMENT

      THIS RESTATED AND AMENDED EMPLOYMENT AGREEMENT (this "Agreement"), dated
as of October 28, 2001 by and between Princeton Video Image, Inc., a Delaware
corporation (the "Company"), and Samuel A. McCleery (the "Employee"), effective
as of February 2, 2001 (the "Effective Date").

      WHEREAS, the Company and the Employee are parties to that certain
Employment Agreement, dated as of March 4, 1997, pursuant to which the Employee
was, and has continued to be, employed by the Company as its Vice President of
Business Development; and

      WHEREAS, the Company and the Employee wish to amend the terms pursuant to
which the Employee shall continue to be employed by the Company as its Vice
President of Business Development, upon the terms and conditions set forth
herein;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto hereby agree as follows:

      1. Term of Employment. Subject to the terms and conditions hereof, the
Company will employ the Employee, and the Employee will serve the Company, as
its Vice President of Business Development, or such other executive position or
positions as the Company may request from time to time, for a period beginning
on February 2, 2001, the Effective Date, and terminating on the second
anniversary of such date (the "Initial Term"). Following the expiration of the
Initial Term and of each extension period referred to in this sentence, the term
of this Agreement automatically shall be extended for a period of one (1) year
thereafter (such term, as it may be shortened by termination of Employee's
employment hereunder pursuant to the provisions hereof or extended, the "Term of
Employment").

      2. Duties. During the Term of Employment, the Employee will serve as Vice
President of Business Development, or such other executive position or positions
as determined by the Company, subject to the terms of this Agreement and the
direction and control of the Chairman of the Board of Directors of the Company.
The primary location of the Employee's employment hereunder shall be the
headquarters of the Company. The Employee will, during the Term of Employment,
serve the Company faithfully, diligently and competently and to the best of his
ability, and will, consistent with the dignity of the Vice President of Business
Development of the Company, hold, in addition to such office, such other offices
in the Company to which he may be appointed or assigned from time to time by the
Board of Directors of the Company and will discharge such duties in connection
therewith. The Employee shall devote all of his business time to the performance
of his duties hereunder, provided, that the Employee shall not be precluded from
serving as a member of up to two boards of directors or advisory boards of
companies or organizations so long as such service does not violate the
provisions of Section 9 of this Agreement or interfere with the performance of
the Employee's duties hereunder.

      3. Compensation. The Company will, during the Term of Employment, pay to
the Employee as compensation for the performance of his duties and obligations
hereunder an initial

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base salary at the rate of $200,000 per annum ("Salary"), payable in equal
semi-monthly installments. Such Salary shall be reviewed annually by the Board
of Directors of the Company in accordance with the Company's compensation
program solely for the purpose of determining increases. During the Term of
Employment, the Employee shall be eligible to receive a bonus, to he awarded at
the sole discretion of the Board of Directors of the Company, upon the
attainment of stated goals and objectives for the Employee to be set by the
Chairman, the President, or the Compensation Committee of the Board after
consultation with the Employee.

      4. Other Benefits. During the Term of Employment:

            (a) The Employee shall be entitled to participate in employee
benefit plans and programs of the Company to the extent that his position,
tenure, salary, age, health and other qualifications make him eligible to
participate. Such benefits shall include participation in the Princeton Video
Image 1993 Stock Option Plan, as amended. The Company does not guarantee the
adoption or continuance of any particular employee benefit plan or program
during the Term of Employment, and the Employee's participation in any such plan
or program shall be subject to the provisions, rules, regulations and laws
applicable thereto; provided, however, that the Employee shall be entitled to
health and hospital insurance benefits consistent with the past practices of the
Company in effect with respect to Company personnel generally.

            (b) While employed hereunder, the Employee shall be entitled to
vacation benefits consistent with the past practices of the Company in effect
with respect to Company personnel generally. Such vacation may he taken by the
Employee at such times as do not unreasonably interfere with the business of the
Company. The accumulation of annual vacation time earned but not taken will be
in accordance with the Company policy guidelines. Additional vacation will be
earned in accordance with Company policy.

      5. Expenses. During the Term of Employment, all travel and other
reasonable business expenses incident to the rendering of services by the
Employee under this Agreement will be paid or reimbursed by the Company subject
to the submission of appropriate vouchers and receipts in accordance with the
Company's policy from time to time in effect.

      6. Death or Disability.

            (a) The Employee's employment under this Agreement shall be
terminated by the death of the Employee. In addition, the Employee's employment
under this Agreement may be terminated by the Board of Directors of the Company
if the Employee shall be rendered incapable by illness or any other disability
from complying with the terms, conditions and provisions on his part to be kept,
observed and performed for a period in excess of 180 days (whether or not
consecutive) or 90 days consecutively, as the case may be, during a 12-month
period during the Term of Employment ("Disability"). If the Employee's
employment under this Agreement is terminated by reason of Disability of the
Employee, the Company shall give notice to that effect to the Employee in the
manner provided herein. In the event that the Employee receives disability
insurance benefits for which payment was made by the Company after the date of
this Agreement and prior to termination of the Employee's employment under this


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Agreement pursuant to this Section 6(a), the Employee's Salary shall be reduced
by an amount equal to such disability insurance benefits during such period.

            (b) In addition to and not in substitution for any other benefits
which may be payable by the Company in respect of the death of the Employee, in
the event of such death, the Salary payable hereunder shall continue to be paid
at the then current rate for three (3) months after the termination of
employment, and any bonus to which the Employee would have been entitled for the
year in which his death occurs shall be pro rated to the date of his death and
paid not later than three (3) months after the termination of employment. All
sums payable pursuant to this Section 6(b) shall be paid to the Employee's
personal representative.

            (c) In addition to and not in substitution for any other benefits
which may be payable by the Company in respect of the Disability of the
Employee, in the event of the termination of the Employee's employment hereunder
due to such Disability pursuant to Section 6(a), the Company shall pay the
Employee, in twenty-four (24) equal semi-monthly installments commencing on the
termination of employment, an aggregate amount equal to one (1) years' Salary at
the rate in effect on the effective date of such termination; provided, however,
that the Company shall deduct from such payments the amount of any and all
disability insurance benefits paid during such one-year period with respect to
the Employee that were paid for by the Company. In addition, any bonus to which
the Employee would have been entitled shall be pro rated to the date of such
termination and paid not later than twelve (12) months after such termination.

      7. Disclosure of Information, Inventions and Discoveries. The Employee
shall promptly disclose to the Company all processes, trademarks, inventions,
improvements discoveries and other information related to the business of the
Company (collectively, "Developments") conceived, developed or acquired by him
alone or with others during the Term of Employment or during any earlier period
of employment by the Company or any predecessor of the Company, whether or not
during regular working hours or through the use of materials or facilities of
the Company. All such Developments shall be the sole and exclusive property of
the Company, and, upon request, the Employee shall promptly deliver to the
Company all drawings, sketches, models and other data and records relating to
such Developments. In the event any such Development shall be deemed by the
Company to be patentable, the Employee shall, at the expense of the Company,
assist the Company in obtaining a patent or patents thereon and execute all
documents and do all such other acts and things necessary or proper to obtain
letters patent and to invest in the Company full right, title and interest in
and to such Developments.

      8. Non-Disclosure. The Employee shall not, at any time during or after the
Term of Employment or any earlier period of employment by the Company or any
predecessor of the Company, divulge, furnish or make accessible to anyone
(otherwise than in the regular course of business of the Company) or use for his
own account or for the account of any other person any knowledge or information
with respect to confidential or secret processes, inventions, discoveries,
improvements, formulae, plans, materials, devices or ideas or other know-how,
whether patentable or not, with respect to any confidential or secret
development or research work or with respect to any other confidential or secret
aspects of the Company's business (including, without limitation, customer
lists, supplier lists and pricing arrangements with


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customers or suppliers) (collectively, the "Confidential Information"). This
Section 8 shall not apply to any information which (i) is or becomes generally
available to the public other than as a result of a disclosure directly or
indirectly by the Employee or (ii) is or becomes available to the Employee on a
non-confidential basis from a person other than the Company or its officers,
directors or agents who, to the Employee's knowledge after due inquiry, is not
and was not bound by a confidentiality obligation to the Company and was not
otherwise prohibited from transmitting such information to the Employee.

      9. Non-Competition. The Company and the Employee agree that the services
rendered by the Employee are unique and irreplaceable. In addition to and in
furtherance of Section 8 of this Agreement, the Company and the Employee agree
that the Employee has had, and will continue to have, unlimited access to the
Confidential Information and that preserving the proprietary nature of the
Confidential Information is of utmost importance to the Company. By giving the
Employee an opportunity or incentive to breach his obligations to the Company
under Section 8 of the Agreement, any relationship between the Employee and a
competitor of the Company during or following the Term of Employment will
potentially cause the Company irreparable injury, regardless (in the event of
termination or expiration of the Term of Employment) of the circumstances under
which the Term of Employment ends, and even if the Employee is terminated by the
Company for cause. Therefore, in light of the foregoing, the Employee agrees
that during the Term of Employment and for a period of two (2) years thereafter,
the Employee shall not, directly or indirectly, through any other person, firm,
corporation or other entity (whether as an officer, director, employee, partner,
consultant, holder of equity or debt investment, lender or in any other manner
or capacity):

            (a) in any geographical area in the United States or in those
foreign countries where the Company, during the Term of Employment, conducts or
has undertaken activities to begin to conduct its Business on the date of the
termination of Employee's employment under this Agreement for any reason (For
purposes of this provision the Company's "Business" means the design,
manufacture, sale, marketing, license and supply of video and television
technology applications for real time or post production insertion, either
upstream or downstream of distribution, of electronic images (including video)
into video streams that are delivered by telecast, the Internet, or any other
medium, and such other specific kinds of proprietary video and television
technology applications as the Company may develop or acquire during the Term of
Employment.);

            (b) solicit, induce, encourage or attempt to induce or encourage any
employee of the Company to terminate his or her employment with the Company or
to breach any other obligation to the Company;

            (c) solicit, interfere with, disrupt, alter or attempt to disrupt or
alter the relationship, contractual or otherwise, between the Company and any
customer, potential customer, or supplier of the Company; or

            (d) engage in or participate in any business conducted under any
name that shall be the same as or similar to the name of the Company or any
trade name used by it;


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provided, however, that in the event the Employee's employment is terminated by
the Company for cause pursuant to Section 11 of this Agreement, then following
such termination Employee shall have no further obligations under this Section 9
unless the Company, in its sole discretion, elects to make additional payments
to Employee as provided under Section 12.

      The Employee acknowledges that the foregoing geographic, activity and time
limitations contained in this Section 9 are reasonable and properly required for
the adequate protection of the Company's business In the event that any such
geographic, activity or time limitation is deemed to be unreasonable by a court,
the Employee shall submit to the reduction of either said activity or time
limitation to such activity or period as the court shall deem reasonable. In the
event that the Employee is in violation of the restrictive covenants set forth
in this Section 9, then the time limitation for such covenants shall be extended
for a period of time equal to the pendency of any proceedings brought to enforce
such covenants, including any appeals.

      10. Remedies.

            (a) The Employee acknowledges that irreparable injury would result
to the Company if the provisions of Section 7, 8, 9 or 14 of this Agreement were
not specifically enforced and agrees that the Company shall be entitled to any
appropriate legal, equitable or other remedy, including injunctive relief, in
respect to any failure to comply with the provisions of Section 7, 8, 9 or 14.

            (b) In furtherance of and not in limitation of Section 10(a), in the
event that, subsequent to the Term of Employment, the Employee breaches any of
his obligations to the Company under Section 7, 8, 9 or 14 of this Agreement,
then the Company's obligation to make further payments to the Employee pursuant
to this Agreement shall terminate. Any such termination shall not limit or
affect the Company's right to pursue any other remedy available to the Company
at law or in equity.

      11. Termination for Cause. In addition to any other remedy available to
the Company, either at law or in equity, the Employee's employment with the
Company may be terminated by the Board of Directors for cause, which shall
include (i) the Employee's conviction from which no further appeal may be taken
for, or plea of nolo contendere to, a felony or a crime involving moral
turpitude, (ii) the Employee's commission of a breach of fiduciary duty
involving personal profit in connection with the Employee's employment by the
Company, (iii) the Employee's commission of an act which the Board of Directors
shall reasonably have found to have involved willful misconduct or gross
negligence on the part of the Employee, in the conduct of his duties under this
Agreement, (iv) habitual absenteeism, (v) the Employee's material breach of any
material provision of this Agreement which remains uncured for a period of
thirty (30) days following notice by the Company, or (vi) the willful and
continued failure by the Employee to perform substantially his duties with the
Company (other than any such failure resulting from his incapacity due to
physical or mental illness). With respect to the matters set forth in
subsections (iii), (iv), (v) and (vi) of this Section 11, the Company may not
terminate the Employee's employment unless the Employee has first been given
notice of the conduct forming the cause for such termination and an opportunity
to explain such conduct to the Company. In the event of termination under this
Section 11, the Company's obligations under this Agreement


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shall cease, and the Employee shall forfeit all rights to receive any future
compensation under this Agreement. Notwithstanding any termination of this
Agreement pursuant to this Section 11, the Employee, in consideration of his
employment hereunder to the date of such termination, shall remain bound by the
provisions of Section 7, 8, 9 and 14 hereof following any such termination.

      12. Termination Without Cause, Severance.

            (a) Each of the Company and the Employee may terminate the
Employee's employment under this Agreement at any time for any reason
whatsoever, without any further liability or obligation of the Company to the
Employee or of the Employee to the Company from and after the date of such
termination (other than liabilities or obligations accrued but unsatisfied on,
or surviving, the date of such termination), by sending ninety (90) days' prior
notice to the other party.

            (b) In the event the Company elects to terminate the Employee's
employment under this Agreement pursuant to this Section 12, the Company shall
continue to pay the Employee, in equal semi-monthly installments, the full
Salary (inclusive of paid medical plan, but exclusive of bonuses, if any) as
such Salary otherwise would have accrued for a period equal to the greater of
(i) two (2) years following the date of notice of the Company's election to
terminate the Employee's employment or (ii) the balance of the then current Term
of Employment; provided, however that if the Company elects to terminate this
Agreement during the Initial Term, such amount shall be the Salary which
otherwise would have accrued for a period equal to the greater of (i) two (2)
years following the effective date of the termination of the Employee's
employment or (ii) the balance of the Initial Term.

            (c) Prior to any termination for "Good Cause" (as hereinafter
defined) by Employee of his employment hereunder, Employee shall provide a
notice to the Company of any Good Cause for the Employee's termination of
employment and shall provide the Company with a reasonable opportunity of not
less than fifteen (15) business days to cure the reason(s) for the notice, if
such reason consists of a claim of material breach of this Agreement. If the
Company does not cure the reason for the notice within the period provided and
Employee terminates his employment for Good Cause, the Company shall continue to
pay the Employee, in equal semi-monthly installments, the full Salary (inclusive
of paid medical plan, but exclusive of bonuses, if any) as such Salary otherwise
would have accrued for a period equal to the greater of (i) two (2) years
following the effective date of the termination of the Employee's employment or
(ii) the expiration of the then current Term of Employment; provided, however
that if the Company does not cure the reason for the notice within the period
provided and Employee terminates his employment for Good Cause during the
Initial Term, such amount shall be the Salary which otherwise would have accrued
for a period equal to the greater of (i) two (2) years following the termination
of the Employee's employment or (ii) the balance of the Initial Term. In the
event the Employee elects to terminate the Employee's employment under this
Agreement, other than as set forth in the immediately preceding sentences, prior
to the end of the Term of Employment, the Company's obligation to pay Salary
shall cease as of the effective date of termination.


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            (d) Any termination of the Employee's employment under this
Agreement by the Company as provided in this Section 12 shall be in addition to,
and not in substitution for, any rights with respect to termination of the
Employee which the Company may have pursuant to Section 11. Notwithstanding any
termination of the Employee's employment under this Agreement pursuant to this
Section 12, the Employee, in consideration of his employment hereunder to the
date of such termination, shall remain bound by the provisions of Section 7, 8,
9 and 14 hereof following any such termination.

            (e) For purposes of this Section 12, "Good Cause" shall mean a
Detrimental Change as defined in Section 12(f) below or the Company shall have
materially breached its obligations under this Agreement and such breach shall
not have been cured at the time the Employee terminates his employment.

            (f) As used in this Agreement, "Detrimental Change" shall mean a
detrimental change in the nature or scope of the Employee's employment or duties
which is substantially inconsistent with those of an executive officer of the
Company. Detrimental Change shall include, without limitation, the assignment of
the Employee to any duties substantially inconsistent with those of an executive
officer of the Company, the removal of the Employee from, or any failure to
re-elect him as an officer of the Company, a reduction in Salary or other
employee benefits, the failure by the Company to continue to provide the
Employee with substantially similar bonus opportunities, the relocation of the
Employee's primary office of employment to a location more than fifty (50) miles
from the location of such office prior to the relocation, and substantially
increased travel requirements. If the Employee fails to notify the Company
within thirty (30) days of the relocation that he will terminate his employment
with the Company due to the relocation, then such failure to notify shall
constitute a waiver and such relocation shall not be deemed a Detrimental
Change.

      13. Resignation. In the event that the Employee's services under this
Agreement are terminated under any of the provisions of this Agreement (except
by death), the Employee agrees that he will deliver to the Board of Directors
his written resignation from all positions held with the Company, such
resignation to become effective immediately; provided, however, that nothing
herein shall be deemed to affect the provisions of Section 7, 8, 9 and 14 hereof
relating to the survival thereof following termination of the Employee's
services hereunder; and provided, further, that except as expressly provided in
this Agreement, the Employee shall be entitled to no further compensation
hereunder.

      14. Data. Upon expiration or termination of the Term of Employment or
termination pursuant to Section 1, 6, 11 or 12 hereof, the Employee or his
personal representative shall promptly deliver to the Company all books,
memoranda, plans, records and written data of every kind relating to the
business and affairs of the Company which are then in his possession or control.

      15. Insurance. The Company shall have the right, at its own cost and
expense to apply for and to secure in its own name, or otherwise, life, health
or accident insurance or any or all of them covering the Employee, and the
Employee agrees to submit to usual and customary


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medical examinations and otherwise to cooperate with the Company in connection
with the procurement of any such insurance and any claims thereunder.

      16. Waiver of Breach. Any waiver of any breach of this Agreement shall not
be construed to be a continuing waiver or consent to any subsequent breach on
the part either of the Employee or the Company.

      17. Assignment. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the Company upon any sale of all or
substantially all of the Company's assets, or upon any merger or consolidation
of the Company with or into any other entity (including, without limitation, any
change in control of the Company), all as though such successors and assigns of
the Company and their respective successors and assigns were the Company.
Insofar as the Employee is concerned, this Agreement, being personal, may not be
assigned, and any such purported assignment shall be void and of no effect.

      18. Severability. To the extent any provision of this Agreement shall be
invalid or unenforceable, it shall be considered deleted herefrom, and the
remainder of such provision and of this Agreement shall be unaffected and shall
continue in full force and effect. In furtherance and not in limitation of the
foregoing, should the duration or geographical extent of, or business activities
covered by, any provision of this Agreement be in excess of that which is valid
and enforceable under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may be validly and
enforceably covered.

      19. Notices. All notices, requests and other communications pursuant to
this Agreement shall be in writing and shall be deemed to have been duly given,
if delivered in person or by courier, telegraphed, telexed or by facsimile
transmission (receipt confirmed) or five (5) business days after being sent by
registered or certified mail, return receipt requested, postage paid, addressed
as follows:

                  (a)      If to the Employee:

                           Samuel A. McCleery
                           222 Hopewell-Princeton Road
                           Hopewell, NJ 08525
                           Fax No.: (609) 466-2303

                  (b)      If to the Company:

                           Princeton Video Image, Inc.
                           15 Princess Road
                           Lawrenceville, NJ  08648
                           Fax No.: (609) 912-0044
                           Attn:  President and CEO

                  with a copy to:


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                           Richard J. Pinto, Esq.
                           Smith, Stratton, Wise, Heher & Brennan
                           600 College Road East
                           Princeton, NJ 08540
                           Fax No.: (609) 987-6651

Any party may, by written notice to the other in accordance with this Section19,
change the address to which notices to such party are to be delivered or mailed.

      20. General. Except as otherwise provided herein, the terms and provisions
of this Agreement shall constitute the entire agreement by the Company and the
Employee with respect to the subject matter hereof and shall supersede any and
all prior agreements or understandings between the Employee and the Company,
whether written or oral. This Agreement shall be construed and enforced in
accordance with the laws of the State of New Jersey. This Agreement may be
amended or modified only by a written instrument executed by the Employee and
the Company. The headings of the sections of this Agreement are for convenience
of reference only and do not constitute part of this Agreement. This Agreement
may be executed in any number of counterparts, each of which, when executed,
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.

                                    * * * * *


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      IN WITNESS WHEREOF, each of the parties have executed or caused to be
executed by its duly authorized representative this Employment Agreement as of
the day and year first above written.

                                  PRINCETON VIDEO IMAGE, INC.


                                  By:      /s/ John B. Torkelsen
                                      ----------------------------------------
                                  Name:  John B. Torkelsen
                                  Title: Chairman of the Compensation Committee

                                  Employee:


                                           /s/ Samuel A. McCleery
                                  -----------------------------------
                                  Samuel A. McCleery


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