Nature Vision Form 8-K, Exhibit 10.1





Exhibit 10.1



EMPLOYMENT AGREEMENT 



(Robin K. Sheeley) 



        This
EMPLOYMENT AGREEMENT (this “Agreement”) is made this 5th day
of January, 2004, by and between Photo Control Corporation (the
“Company”) and Robin K. Sheeley
(“Employee”). The Company and Employee are referred to individually
as a “Party” and collectively as the “Parties.” 



RECITALS 



     	A. 	
          Pursuant to that certain Asset Purchase Agreement dated as of the date hereof
          (the “Purchase  Agreement”), among the Company, Vaddio, LLC
          (“Vaddio”), and Employee, the Company is purchasing assets of
          Vaddio, a business in which the sole shareholder is the Employee. 



          



     	B. 	
          In connection with the Company’s purchase of these assets, the Company
          desires to retain Employee as its employee, and Employee desires to become an
          employee of the Company, in accordance with the terms and conditions set forth
          in this Agreement. 



          



     	C. 	
          The Parties recognize the importance to the Company of obtaining Employee’s
          loyalty and protecting the Company’s rights with respect to its business
          information, customer relationships and inventions. 



          



     	D. 	
          The Parties desire to enter into this Agreement. 



          



AGREEMENT 



        In
consideration of the above recitals and the promises set forth in this Agreement, the
parties agree as follows: 



     	1. 	
          Nature and Capacity of Employment. The Company hereby
          agrees to employ Employee in the position of Managing Director of the
          Company’s Vaddio division, for and during the term of this Agreement,
          pursuant to the terms of this Agreement. Employee agrees to perform, or be
          available to perform, on a full-time basis, the functions of this position,
          including without limitation, the services Employee provided to Vaddio prior to
          the date hereof, pursuant to the terms of this Agreement and as directed by the
          President of the Company. 



          



     	2. 	
          Term of Employment. Employee’s employment under this Agreement will
          commence as of the date of this Agreement and will continue until December 31,
          2006 (the “End Date”), unless earlier terminated pursuant to
          Section 5 of this Agreement. After the End Date, Employee’s employment with
          the Company will be at-will, and either Employee or the Company may terminate
          Employee’s employment at any time, for any or no reason, and with or
          without notice and the terms of this Agreement will expire except as set forth
          in Section 13.9 of this Agreement or as otherwise expressly provided for herein. 



          
















     	3. 	
          Salary. 



          



	  	3.1 	  	
Base Salary. Company agrees to pay Employee at the rate of $7,625.00 per month,
subject to adjustment as provided for in this Agreement. This Section 3.1 may be amended
from time to time by a written agreement of the parties setting forth the then-current
base salary payable by the Company to Employee. Employee will be paid his base salary in
accordance with the Company’s standard payroll procedures. 






	  	3.2 	  	
Expenses. Upon receipt of documentation evidencing expenditures by Employee, the
Company will reimburse Employee for any reasonable expenses incurred in connection with
his employment with the Company, except that the prior written approval of the Company is
required prior to incurring any expenses over $1,000. 






     	4. 	
          Bonus. The Employee shall be entitled to a bonus consisting of the 2004
          Bonus Payment, if any, of the 2005 Bonus Payment, if any, and the 2006 Bonus
          Payment, if any (each a “Bonus Payment” and collectively, the
          “Bonus Payments”), as calculated pursuant to this Section 4. 



          



	  	         4.1  	  	Bonus Payments. The Bonus Payments will be calculated as follows:






	  	  	(a)  	  	The
“2004 Bonus Payment” equals 3.4% of the amount by which Net
Sales for the period between January 1, 2004 and December 31, 2004 exceeds
$1,200,000, if any. 






	  	  	(b)  	  	The
“2005 Bonus Payment” equals 3.4% of the amount by which Net
Sales for the period between January 1, 2005 and December 31, 2005 exceeds
$1,600,000, if any. 






	  	  	(c)  	  	The
“2006 Bonus Payment” equals 3.4% of the amount by which Net
                    Sales for the period between January 1, 2006 and December 31, 2006
exceeds                     $2,000,000, if any.  






	  	
For
the purposes of this Agreement, (y) “Net Sales” means gross sales of any
Vaddio Product less any allowances and credits to customers for returns and billing errors
and (z) “Vaddio  Product” means any of the Buyer’s products
relating primarily to video conferencing and bearing the “Vaddio” tradename. 






	  	          4.2  	  	Finalization of Bonus Payments. The Parties will finalize the Bonus Payments as follows:






	  	  	(a)  	  	Within
30 days following the receipt by the Company of its audited financial
                    statements from the Company’s auditors for each of the fiscal
years ending                     December 31, 2004, December 31, 2005, and December 31,
2006, the Company will                     deliver to Employee a statement (for each
year, an “Bonus Statement”) setting forth (i) Net Sales for such fiscal
year, (ii) the                     amount of the Bonus Payment for such fiscal year, and
(iii) the amount, if any,                     by which the Bonus Payment is reduced to
satisfy the Company’s offset                     rights under this Agreement. The
Company will make available to Employee and his                     accountants the work
papers and back-up materials used in preparing the Bonus                     Statement.  








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	  	  	(b)  	  	If
Employee has any objections to the Bonus Statement it must deliver a detailed
                    notice describing its objections to the Company within 30 days after
receiving                     the Bonus Statement. If Employee does not deliver such
notice to the Company, or                     provides notice that it has no objections
to the Bonus Statement, then the                     amounts set forth on the Bonus
Statement will be considered final and will be                     conclusive and binding
on the Parties.  






	  	  	(c)  	  	The
Company and Employee will use reasonable efforts to resolve any objections
                    to the Bonus Statement themselves through good faith negotiation. If
the Parties                     do not obtain a final resolution within 30 days after the
Company has received                     Employee’s notice of objections, then the
Company and Employee will select                     a mutually acceptable accounting
firm to resolve any remaining objections. The                     determination made by
such accounting firm will be set forth in writing and will                     be
conclusive and binding upon the Parties and will be non-appealable. The Party
                    whose final position regarding the amount of the Bonus Payment is
furthest from                     the actual amount determined by the accounting firm
will bear its own costs and                     expenses, the fees and expenses of the
accounting firm and the out-of-pocket                     costs and expenses (including
legal fees) of the other Party with respect to the                     resolution of such
dispute.  






	  	4.3 	  	
Payment of Bonus Payments. With respect to each of the fiscal years ending December
31, 2004, December 31, 2005, and December 31, 2006, the Company will pay each of the Bonus
Payments within 10 days of finalization of the Bonus Statement for such fiscal year, by
wire transfer or delivery of other immediately available funds, to Employee, subject to
possible reductions pursuant to Section 4.4 of this Agreement. 






	  	4.4  	  	Reductions to Bonus Payments. 






	  	  	(a)  	  	The
Company will have the right to deduct from any then-owing or future Bonus
                    Payments all amounts owing by Employee to the Company, including
without                     limitation, pursuant to the Purchase Agreement.  






	  	  	(b)  	  	If
Employee’s employment is terminated by the Company for Cause or by
                    Employee without Good Reason then the Bonus Payments for the year in
which such                     termination occurs and for all subsequent years shall be
reduced to $0.  









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	  	  	(c)  	  	The
Company will have the right to make any withholdings from the Bonus Payments
                    required by law, including without limitation, any payroll taxes.  






	  	4.5 	  	
Operation of Company’s Business. The Company will act reasonably and in good
faith, but will have sole discretion in operating the business of the Company following
the Closing and will have the exclusive right to establish the prices and discounts,
payment terms and all other terms and conditions of all sales of its products or services,
regardless of how its decisions affect any of the Bonus Payments. 






	5.  	  	 Termination of Employment.  






	  	         5.1  	  	For Cause or Without Good Reason Prior to End Date. 






	  	  	(a)  	  	At
any time prior to the End Date, the Company may discharge Employee for Cause
                    immediately upon written notice to Employee. For purposes of this
Section 5,                     “Cause” means: (i) the continued failure
by Employee to                     satisfactorily perform his duties, in the sole
discretion of the Company, and                     the failure by such individual to cure
such failure to perform within 30 days of                     notice to such individual,
or the continuing failure to perform following an                     earlier cure (in
which case no cure period applies); (ii) Employee engaging in                     conduct
that the Company considers to be demonstrably and materially injurious
                    to the Company or its subsidiaries, monetarily or otherwise; (iii)
the                     misappropriation of funds or property of the Company or its
subsidiaries by                     Employee; or (iv) the commission by Employee of a
felony crime an act of fraud                     or embezzlement (including the
unauthorized disclosure of confidential                     information of the Company or
its subsidiaries); (v) the material breach by                     Employee of this
Agreement; or (vi) the material breach by Employee of the                     Purchase
Agreement.  






	  	  	(b)  	  	At
any time prior to the End Date, Employee may terminate his employment other
                    than for Good Reason upon 30 days prior written notice to the
Company. For                     purposes of this Section 5, “Good Reason” means:
(i) the                     Company materially reducing Employee’s salary set forth
in Section 3.1 of                     this Agreement; (ii) the Company requiring
Employee, without Employee’s                     consent, to be based permanently
outside a 100 mile radius of the Company’s                     principal office in
Minneapolis, Minnesota; (iii) material breach by the Company                     of this
Agreement; (iv) the material breach by the Company of the Purchase
                    Agreement; (v) if a buyer of all or substantially all of the assets
of the                     division of the Company in charge of the Vaddio Products does
not agree to                     assume and be bound by the provisions of this Agreement;
or (vi) the Company                     discontinues the operations of the division of
the Company in charge of the                     Vaddio Products.  









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	  	  	(c)  	  	If
the Company terminates Employee’s employment for Cause prior to the End
                    Date, or if Employee terminates his employment other than for Good
Reason prior                     to the End Date, Employee or his estate, as the case may
be, will be entitled to                     receive only:  






	  	  	  	(i)  	  	
any earned and unpaid base salary pursuant to Section 3.1 of this Agreement accrued
through the date of termination; and 






	  	  	  	(ii)  	  	
subject to the terms thereof, any benefits that may be due to Employee on the date of
termination under the provisions of any of the Company’s applicable benefit plans,
programs or policies. 






	  	         5.2  	  	For Good Reason or Without Cause Prior to End Date. 






	  	  	(a)  	  	At
any time prior to the End Date, Employee may terminate his employment for
                    Good Reason immediately upon written notice to the Company. If
Employee does not                     submit such written notice within 30 days of the
occurrence of the event giving                     rise to Good Reason then Employee will
be deemed to have waived his right to                     terminate his employment for
Good Reason based upon such event.  






	  	  	(b)  	  	At
any time prior to the End Date, the Company may discharge Employee without
                    Cause upon 30 days prior written notice to Employee.  






	  	  	(c)  	  	If
Employee terminates his employment for Good Reason prior to the End Date, or
                    the Company discharges Employee without Cause prior to the End Date,
Employee or                     his estate, as the case may be, will be entitled to:  






	  	  	  	(i)  	  	
a lump sum payment equal to the lesser of: (A) the amount of base salary payable pursuant
to Section 3.1 of this Agreement through the End Date and (B) 6 times the monthly base
salary payable pursuant to Section 3.1 of this Agreement; 






	  	  	  	(ii)  	  	the
2004 Bonus Payment, the 2005 Bonus Payment and the 2006 Bonus Payment, if           not
already paid; and  






	  	  	  	(iii)  	  	
subject to the terms thereof, any benefits that may be due to Employee on the date of
termination under the provisions of any of the Company’s applicable benefit plans,
programs or policies. 






	  	  	(d)  	  	Prior
to the End Date, if Employee’s employment with the Company is
                    terminated by Employee for Good Reason or by the Company without
Cause, the                     restrictions set forth in Sections 10.1 and 10.3 shall
only remain in effect for                     a period of 12 months following payment of
the 2006 Bonus Payment to Employee                     and shall terminate and be of no
further force or effect thereafter. However, if                     Employee’s
employment with the Company is terminated by Employee for Good                     Reason
or by the Company without Cause, and the Company fails to pay the amounts
                    due and owing under subparagraph (c) of this Section 5.2, Employee
may elect to                     waive his claims for payment of such amounts. The
restrictions set forth in                     Sections 10.1 and 10.3 shall terminate
immediately upon delivery to the Company,                     in a form reasonably
acceptable to the Company, of such written wavier of                     claims.  









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	  	         5.3  	  	Termination for Death or Disability Prior to End Date.






	  	  	(a)  	  	Employee’s
employment terminates immediately upon Employee’s death or
                    Disability. “Disability” means an illness or injury
rendering                     the Employee unable to perform any of the essential
functions of his position.  






	  	  	(b)  	  	If
Employee’s employment is terminated prior to the End Date as a result of
                    the death or the Disability of Employee, Employee or his estate, as
the case may                     be, subject to Section 5.5 of this Agreement, will be
entitled to receive:  






	  	  	  	(i)	  	any
earned and unpaid salary accrued through the date of termination; and 






	  	  	  	(ii)  	  	
subject to the terms thereof, any benefits that may be due to Employee on the date of
termination under the provisions of any of the Company’s applicable benefit plans,
programs or policies. 






	  	         5.4  	  	Termination for Any Reason After the End Date. 






	  	  	(a)  	  	After
the End Date, Employee’s employment with the Company will be at-will,
                    and either Employee or the Company may terminate Employee’s
employment at                     any time, for any or no reason, and with or without
notice.  






	  	  	(b)  	  	If
Employee’s employment is terminated either by the Company or Employee
                    after the End Date, Employee or his estate, as the case may be,
subject to                     Section 5.5 of this Agreement, will only be entitled to
receive:  






	  	  	  	(i)  	  	any
earned and unpaid base salary pursuant to Section 3.1 of this Agreement           accrued
through the date of termination; and  






	  	  	  	(ii)  	  	subject
to the terms thereof, any benefits that may be due to Employee on the           date of
termination under the provisions of any of the Company’s applicable
          benefit plans, programs or policies.  






	  	  	(c)  	  	After
the End Date, if Employee’s employment with the Company is terminated
                    by Employee for Good Reason or by the Company without Cause, the
restrictions                     set forth in Sections 10.1 and 10.3 shall only remain in
effect for a period of                     12 months following the date of such
termination and shall be of no further                     force or effect thereafter.  








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	  	5.5 	  	
Separation Agreement. Employee will receive the benefits described in Sections 5.2
of this Agreement only if Employee or his estate, as the case may be, signs a mutually
agreeable separation agreement at the time of Employee’s termination of employment,
which will includes adequate provisions for the following: (a) Employee’s general
release of any and all legal claims; (b) Employee’s return of all of the
Company’s property in his possession; (c) nondisparagement of the Company and its
representatives; (d) confidentiality of terms; and (e) acknowledgement of Employee’s
continuing contractual obligations to the Company including his continuing duties under
Paragraphs 8, 9 and 10 of this Agreement. 






	6. 	  	Employee Benefits; Vacation.  






	  	(a)  	  	Employee
will be entitled to participate in all of the Company’s 401(k)
               savings and retirement plan and all other employee benefits and policies
as they                may exist and change from time to time in which Employee is
eligible to                participate so long as Employee remains employed with the
Company. All payments                or other benefits paid or payable to Employee under
any such employee benefit                plan or program of the Company will not be
affected or modified by this                Agreement and will be in addition to the base
salary payable by the Company to                Employee from time to time under this
Agreement. Employee shall be entitled to 3                weeks of paid vacation per year
in addition to any other paid time off benefits                in accordance with the
Company’s paid time off policies as they may exist                and change from
time to time.  






	  	(b)  	  	Employee
will be granted an option, pursuant to the Company’s stock option
               plan, to purchase 16,667 shares of the Company’s common stock, $.08
par                value. Such option shall be evidenced by the stock option agreement
delivered to                Employee concurrently with the execution of this Agreement.  






	7.  	  	Undertakings of Employee.
Employee agrees to spend his full           working time and effort in performance of his
duties with the Company so long as           employed by the Company. Employee will not,
during the course of employment by           the Company, without prior written approval
of the Company, become an employee,           director, officer, agent, partner of or
consultant to, or a stockholder of           (except a stockholder of a public company in
which Employee owns less than 1% of           the issued and outstanding capital stock of
such company) any company or other           business entity that is a competitor,
supplier or customer of the Company.  






	8.  	  	Confidential
Information. Employee agrees not to directly or indirectly           use or disclose
any Confidential Information of the Company or its clients for           the benefit of
anyone other than the Company either during the course of           employment or after
the termination of employment. Employee recognizes that the           Confidential
Information constitutes a valuable asset of the Company and hereby           agrees to
act in such a manner as to prevent its disclosure and use by any           person unless
such use is for the benefit of the Company. Employee’s           obligations under
this Section 8 are unconditional and will not be excused by           any conduct on the
part of the Company, except prior voluntary disclosure by the           Company of the
information.  








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For
purposes of this Agreement, “Confidential Information” means any
information that Employee learns or develops during the course of Employee’s
employment with the Company relating to the Company and/or its clients that derives
independent economic value from being not generally known or readily ascertainable by
other persons who could obtain economic value from its disclosure or use, including
without limitation all information concerning the Company’s projects, its clients and
customers, client data processing needs, client contracts, contract rates and all related
information, costs and sales data, financial data, marketing methods, business
opportunities, the Company’s consultant lists, prospective consultant lists and
related consultant information, data electronically stored and all other information
related to the Company’s business and methods of operation. Confidential Information
shall not include information that is: (a) already known to or otherwise in the possession
of the receiving party prior to any disclosure by Employee, (b) publicly available or
otherwise in the public domain, (c) released by the Company to any third party without
restrictions, or (d) disclosed by Employee pursuant to judicial action or governmental
regulations, provided that Employee has notified the Company 15 days prior to such
disclosure and cooperates with the Company in the event the Company elects to legally
contest and avoid such disclosure. 






	9. 	  	Inventions.  






	  	9.1  	  	Ownership
of Inventions. Employee agrees to promptly disclose to the Company in writing any
invention, improvement, work of authorship, discovery or idea (whether patentable or not
and including those that may be subject to copyright protection) generated, conceived or
reduced to practice by the Employee alone or in conjunction with others, during or after
working hours, while an employee of the Company (“Inventions”). All such
Inventions will be the exclusive property of the Company and are hereby assigned to the
Company, except that, if the Invention does not relate to the existing or reasonably
foreseeable business interests of the Company, the Company may, in its sole discretion,
release or license that Invention to Employee upon written request. Further, Employee
will, at the Company’s expense, give the Company all assistance it reasonably
requires to perfect, protect and use its rights to Inventions. In particular, but without
limitation, Employee will sign all documents, do all things, and supply all information
that the Company may deem necessary or desirable to:  






	  	  	(a)  	  	Transfer
or record the transfer of Employee’s entire right, title and
                    interest in Inventions; and  






	  	  	(b)  	  	Enable
the Company to obtain patent, copyright or trademark protection for
                    Inventions anywhere in the world.  









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The
obligations of Employee under this Section 9 will continue beyond the termination of
employment with respect to Inventions conceived or made by Employee during the period of
Employee’s employment and will be binding upon assigns, executors, administrators and
other legal representatives. For purposes of this Agreement, any Invention relating to the
business of the Company on which Employee markets a new competitive product, files a
patent application or seeks copyright protection within one (1) year after termination of
employment with the Company will be presumed to be an Invention conceived by Employee
during the term of Employee’s employment, subject to proof to the contrary by good
faith, written and duly corroborated records establishing that such Invention was
conceived and made following termination of employment. 






	  	9.2 	  	
Originality of Inventions. Employee represents and warrants that any design
or other Invention originated by Employee will be Employee’s own work and will in no
way be plagiarized, copied or otherwise taken from an existing work of another. 






	  	9.3 	  	
Employee’s Own Inventions. This Agreement does not apply to any invention for
which no equipment, supplies, facility or trade-secret information of the Company was
used, which was developed entirely on Employee’s own time, and (a) which does not
relate directly to the business of the Company or to the Company’s actual or
demonstrably anticipated research or development, or (b) which does not result from any
work performed by Employee for the Company. 






	10.  	  	Non-Competition/Non-Solicitation.
Employee hereby acknowledges that the           following provisions of this Agreement
are reasonable and necessary for the           Company’s protection. Employee
further acknowledges that the provisions of           this Section 10 were a condition of
both the Company’s purchase of assets           from Vaddio, and of the Company’s
offer to employ Employee. Employee           acknowledges that these benefits constitute
sufficient consideration for this           Agreement. Employee acknowledges and agrees
that the           non-competition/non-solicitation agreements contained in this Section
10 are in           addition to the separate non-competition/non-solicitation agreements
contained           in the Purchase Agreement.  






	  	10.1  	  	No
Competing Business. During the term of this Agreement, and for a period of three
years from the date Employee ceases to be employed with the Company, regardless of the
reason, Employee will not engage directly or indirectly (except having less than 1%
ownership of the outstanding stock in any publicly-traded corporation) in any business
that the Company conducts as of the date of that Employee ceases to be employed by the
Company, in any geographic area in which the Company conducts such business. The Company’s
rights under this Section 10.1 may be enforced by any successor or assign of any of the
Company or its affiliates.  









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	  	10.2 	  	
Nonsolicitation; Non-Hire and Noninterference. During the term of this Agreement
and for a period of three years from and after the date Employee ceases to be employed
with the Company Employee will not directly or indirectly (i) induce or attempt to induce
any person employed by the Company or its affiliates during the 12 months preceding the
Closing Date (each, a “Hired  Employee”) to leave the employ of
the Company or its affiliates, or in any way interfere adversely with the relationship
between any Hired Employee and the Company and its affiliates, (ii) induce or attempt to
induce any Hired Employee to work for, render services or provide advice to or supply
confidential business information or trade secrets of the Company and its affiliates to
any person or entity, (iii) induce or attempt to induce any customer, supplier, licensee,
licensor or other person or entity having a business relationship with the Company or its
affiliates to cease doing business with the Company and its affiliates, or in any way
interfere with the relationship between any such customer, supplier, licensee, licensor or
other such person or entity and the Company and its affiliates. The Company’s rights
under this Section 10.2 may be enforced by any successor or assign of any of the Company
or its affiliates. 






	  	10.3 	  	
No Employment with Clients. During the term of this Agreement and for a period of
three years from and after the date Employee ceases to be employed with the Company,
Employee will not, directly or indirectly, become employed with, or provide any services
to, any client of the Company to which Employee provided services while employed with the
Company. For purposes of interpreting this section, client will mean a company or any of
its subsidiary business, which with the Company transacted business in the preceding
twelve months. 






	  	10.4 	  	
Blue Pencil. If the final judgment of a court of competent jurisdiction declares
that any term or provision of this Section 10 is invalid or unenforceable, the
Company and Employee agree that the court making the determination of invalidity or
unenforceability shall have the power to reduce the scope, duration, or area of the term
or provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement will be enforceable as so modified after the expiration of
the time within which the judgment may be appealed. 






	11.  	  	Remedies
for Breach. Employee recognizes that if he violates any portion           of Sections
8, 9 or 10 of this Agreement, irreparable damage will result to the           Company
that could not be remedied entirely or adequately by monetary damages.           As a
result, Employee hereby agrees that in the event of any breach by Employee,           or
in the event of apparent danger of such breach, the Company will be entitled,
          in addition to any other legal or equitable remedies available to the Company,
          to an injunction to restrain the violation of any and all such portions of this
          Agreement by Employee.  









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	12.  	  	Representations.
Employee represents that: (a) except as set forth on Schedule 12, he does not have
a noncompetition agreement of any type with           any previous employer the term of
which has not yet expired; (b) he is not           subject to any agreement, including
without limitation the agreements set forth           on Schedule 12, that prevents or
limits his ability to work for the Company; and           (c) he does not have in his
possession or control, and will not reveal to the           Company, any confidential
information belonging to any former employer or           third-party.  






	13.  	  	Miscellaneous.  






	  	13.1  	  	No
Third-Party Beneficiaries. Except as expressly provided herein, this Agreement will
not confer any rights or remedies upon any person other than the Parties and their
respective successors and permitted assigns.  






	  	13.2 	  	
Entire Agreement. This Agreement and any documents, certificates or other
instruments delivered pursuant to this Agreement constitute the entire agreement between
the Parties and supersede any prior understandings, agreements or representations by or
between the Parties, written or oral, to the extent they related in any way to the subject
matter of this Agreement. 






	  	13.3 	  	
Succession and Assignment. This Agreement will be binding upon and inure to the
benefit of the Parties and their respective successors and permitted assigns. The Employee
may not assign either this Agreement or any of his rights, interests or obligations under
this Agreement without the prior written approval of the Company. 






	  	13.4 	  	
Counterparts and Facsimile Signatures. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original but all of which together will
constitute one and the same instrument, and by facsimile. 






	  	13.5 	  	
Notices. All notices, requests and other communications hereunder will be given in
writing and deemed to have been duly given or served if personally delivered, or sent by
first class, certified mail, return receipt requested, postage prepaid, to the party at
the address as provided below, or to such other address as such Party may hereafter
designate by written notice to the other Party: 






	  	  	i. 	  	If
to the Company, to the address of its then principal office.  






	  	  	ii. 	  	If
to Employee, to the address last shown in the records of the Company.  






	  	13.6  	  	Governing
Law; Consent to Jurisdiction. This Agreement will be governed by and construed in
accordance with the domestic laws of the State of Minnesota without giving effect to any
choice or conflict of law provision or rule. Each of the Parties submits to the
jurisdiction of any state or federal court sitting in Hennepin County, Minnesota, in any
action or proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding may be heard and determined there. Each of
the Parties also agrees not to bring any action or proceeding arising out of or relating
to this Agreement in any other court. Each of the Parties waives any defense of
inconvenient forum to the maintenance of any action or proceeding so brought and waives
any bond, surety or other security that might be required of any other Party. Each of the
Parties agrees that a final judgment in any action or proceeding so brought will be
conclusive and may be enforced by suit on the judgment or in any other manner provided by
law or in equity.  









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	  	13.7 	  	
Amendments and Waivers. No amendment of any provision of this Agreement will be
valid unless the same is in writing and signed by both Parties. No waiver by either Party
of any default, misrepresentation or breach of warranty or covenant under this Agreement,
whether intentional or not, will be deemed to extend to any prior or subsequent default,
misrepresentation or breach of warranty or covenant under this Agreement. 






	  	13.8 	  	
Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction will not affect the validity or
enforceability of the remaining terms and provisions of this Agreement or the validity or
enforceability of the offending term or provision in any other situation or in any other
jurisdiction. 






	  	13.9 	  	
Survival. Employee’s continuing obligations under Sections 5, 8, 9 and 10 will
survive the termination of this Agreement and the termination of Employee’s
employment for such time as provided herein. 






THE REMAINDER OF THIS PAGE IS BLANK. SIGNATURE PAGE FOLLOWS.






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        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date herein first above written.


		
		 	PHOTO CONTROL CORPORATION	 
		 
		 
		 	/s/ Curtis R. Jackels
	 
		 	By: Curtis R. Jackels
	 
		 	  Its: Chief Executive Officer
	 
		 
		 
		 
		 	/s/ Robin K. Sheeley
	 
		 	ROBIN K. SHEELEY	 












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Schedule 12 



     	1. 	
          Amended and Restated Employment Agreement dated May 22, 2002, between Robin
          Sheeley and ClearOne Communications, Inc. as successor in interest to Emergent,
          Inc. 



          
























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