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

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 jurisdictionof 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.      Litigationa.      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               DateJohn T. Botti 
 

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