-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IdBCdgmZLqQyRP9d7GhTuySGmSY0r4sRBjG6YHoEOBR6nqeC6NZMq2v3fuDrtJDg SD71lzVVxLR4SXeZzWYQEw== 0000912057-02-013450.txt : 20020415 0000912057-02-013450.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-013450 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010315 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEF X INC CENTRAL INDEX KEY: 0001072914 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 841385529 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25171 FILM NUMBER: 02600792 BUSINESS ADDRESS: STREET 1: 8 CAMBRIDGE CENTER STREET 2: SUITE 110 CITY: CAMBRIDGE STATE: MA ZIP: 02459 BUSINESS PHONE: 6175515860 MAIL ADDRESS: STREET 1: 8 CAMBRIDGE CENTER STREET 2: SUITE 110 CITY: CAMBRIDGE STATE: MA ZIP: 02459 FORMER COMPANY: FORMER CONFORMED NAME: FIN SPORTS USA INC DATE OF NAME CHANGE: 19981103 8-K 1 a2075402z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2002 LIFEF/X, INC. - -------------------------------------------------------------------------------- (Exact Name Of Registrant As Specified In Its Charter) NEVADA - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-25171 84-1385529 - --------------------------------- ----------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 153 NEEDHAM STREET, BUILDING ONE, NEWTON, MASSACHUSETTS 02464 - ----------------------------------------- ---------------------------------- (Address of Principal Executive Offices) (Zip Code) (617) 964-4200 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 8 CAMBRIDGE CENTER, CAMBRIDGE, MASSACHUSETTS - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS CHANGES IN MANAGEMENT On March 15, 2002, Lifef/x, Inc. (the "Company") appointed Dennis J. Crane as its interim Chief Executive Officer. Mr. Crane, the president of Crane Consulting Corporation, had been serving as an advisor to the Company since January 2002 under a letter agreement by and between the Company and Crane Consulting dated as of January 5, 2002 entered into in connection with the Company's December 2001 loan facility, described below. Mr. Crane also serves as a consultant to Safeguard Scientifics, Inc., the Company's largest shareholder. Pursuant to this agreement, Mr. Crane is eligible to receive a fee of $2,500 per day for his service as interim CEO. The Company may terminate the services of Mr. Crane at any time upon seven days' prior notice. The Company is searching for a permanent CEO, but can give no assurances that it will be able to locate one in a timely manner, if at all, or that such person will be able to successfully manage the Company's business and operations. Concurrent with Mr. Crane's appointment, the Company appointed Lucille S. Salhany as the Chairman of its Board of Directors, and Michael S. Rosenblatt as its President - Sales. Ms. Salhany had served as the Chief Executive Officer, Co-President and Director of the Company since December 1999. Pursuant to an agreement entered into with the Company on March 15, 2002, Ms. Salhany will receive an annual salary of $50,000 for her service as Chairman. Mr. Rosenblatt, a founder of the Company, had served as Chairman and Co-President since December 1999. Under an employment agreement with the Company dated as of March 15, 2002, Mr. Rosenblatt is eligible to receive an annualized salary of $165,000. Mr. Rosenblatt is also eligible to receive two bonuses totaling $145,000 upon the achievement of certain strategic milestones during his term. The term of his employment under the agreement shall be six months, effective January 1, 2002. RESIGNATION OF DIRECTORS On March 27, 2002, the Company received the resignation of Nancy Hawthorne as a director of the Company. On March 28, 2002, the Company received the resignation of Dr. Leslie Selbovitz, also a director of the Company. Neither Ms. Hawthorne nor Dr. Selbovitz expressed that their resignations arose as a result of any disagreement with the Company relating to the Company's operations, policies or practices. Both Ms. Hawthorne and Dr. Selbovitz served on the board's audit committee. The Company has not filled the vacancies left by Ms. Hawthorne and Dr. Selbovitz. LIQUIDITY As of December 31, 2001, the Company had $200,000 in cash and cash equivalents. In December 2001, the Company entered into a loan agreement with Safeguard 2001 Capital, L.P., an affiliate of Safeguard Scientifics, Inc. (collectively, "Safeguard"), the Company's largest stockholder, relating to a senior secured loan facility in the aggregate principal amount of $4,000,000 (the "Loan Agreement"). The loan facility is secured by a perfected first priority security interest in the Company's assets. Under the terms of the Loan Agreement, the funds may be drawn by the Company at certain scheduled intervals over a one year period upon the satisfaction of certain terms and conditions. As of March 31, 2002, the Company had drawn $3,036,520 against the loan facility. Assuming the Company is able to satisfy the conditions necessary to draw down the remaining principal of the facility, it will have funds sufficient to support its operations only through the beginning of May 2002. However, there can be no assurances that the Company will be able to satisfy the conditions to make any additional draws under the facility. If the Company is unable to make additional draws, it will be unable to support its business operations, and will have to obtain acceptable additional financing. The Company can give no assurances that additional financing will be available on a timely basis, if at all, or if available, on acceptable terms. The Company has not currently identified any source of additional funding for its operations. If the Company does not obtain additional financing, it may have to declare bankruptcy. The foregoing discussion is qualified by reference to the full text of the exhibits to this report on Form 8-K, each of which is incorporated herein by reference in its entirety. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.1 Letter Agreement dated as of January 5, 2002, by and between Lifef/x, Inc. and Crane Consulting Corporation. 10.2 Nondisclosure Agreement dated as of January 5, 2002 by and between Lifef/x, Inc. and Crane Consulting Corporation. 10.3 Employment Agreement dated as of March 15, 2002 by and between Lifef/x, Inc. and Lucille S. Salhany. 10.4 Employment Agreement dated as of March 15, 2002 by and between Lifef/x, Inc. and Michael S. Rosenblatt.
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 10.1 Letter Agreement dated as of January 5, 2002, by and between Lifef/x, Inc. and Crane Consulting Corporation. 10.2 Nondisclosure Agreement dated as of January 5, 2002 by and between Lifef/x, Inc. and Crane Consulting Corporation. 10.3 Employment Agreement dated as of March 15, 2002 by and between Lifef/x, Inc. and Lucille S. Salhany. 10.4 Employment Agreement dated as of March 15, 2002 by and between Lifef/x, Inc. and Michael S. Rosenblatt.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 31, 2002 LIFE F/X, INC. By: /S/ DENNIS J. CRANE ----------------------------------- Dennis J. Crane Acting Chief Executive Officer EX-10.1 3 a2075402zex-10_1.txt EXHIBIT 10.1 Crane Consulting Corporation Exhibit 10.1 January 5, 2002 Board of Directors LifeF/X, Inc. 153 Needham Street Suite 150 Newton MA 02464 Gentlepersons: This Engagement Letter outlines a Go to Market (GTM) project, which we have embarked on over the past two weeks. Crane Consulting Corporation (CRANE) will provide advisory services to Life F/X, Inc (LIFEFX) in accordance with the following provisions. UNDERSTANDING OF REQUIREMENTS LIFEFX has developed an innovative and proprietary approach to enhance digital communication via websites, email, messaging and other platforms by providing Stand Ins - images of the human face which convey words, speech and expressions in a very lifelike manner. LIFEFX is completing software that allows web site designers and developers to quickly and efficiently incorporate this differentiating feature into their applications, and to creatively control the content and expressions. LifeFX has also developed a software based service capability to convert photographs into the company's highly realistic Stand Ins. These capabilities are scheduled for launch in January, 2002. As LifeFX completes its development work, the company needs assistance in accelerating its go to market activities. This includes a combination of marketing, product management, sales, business development and supporting process work, particularly during the first quarter of 2002. From a broad set potential market segments and applications, this near term GTM effort will focus on creative agencies and corporate groups which develop sophisticated web sites. The Company intends to implement and validate a combination of marketing, sales, and support processes that will efficiently generate new customer orders and revenues. LifeFX has set a goal of closing 50 orders for the Controller software which allows designers and developers to integrate Stand Ins and manage content and expression, and 50 Stand-Ins as part of this launch. In addition, LifeFX needs to convert what it learns from the initial wave of GTM activities and results into the next stage of programs, projects and results to efficiently scale and support aggressive growth plans. These will be articulated in revisions to the company's business plan, marketing plan and follow-on development plans. APPROACH o CRANE will provide LifeFX with interim executive services to achieve its GTM objectives by working as an integral part of the LifeFX leadership team. These services draw on our experience with a broad range of software and information services businesses. We will emphasize areas including product and service value propositions, pricing, sales process, marketing programs and distribution channel development. o Dennis J. Crane will serve as Acting Chief Executive Officer of LifeFX. Mr. Crane shall report to the Board of Directors of LifeFX. He will devote such time to the consulting activities covered hereby as needed on a day-to-day basis. Mr. Crane shall not assign this agreement or subcontract any of the work, labor or services to be preformed by him as Acting Chief Executive Officer without prior written consent of the Board. - -------------------------------------------------------------------------------- 9901 FRINGE TREE COURT LOUISVILLE, KY 40241 502-394-9272 502-394-9431(FAX) LifeFX - p.2 of 3 GO TO MARKET PLAN ASSESSMENT AND RECOMMENDATIONS Crane will actively and critically review the current state of the LifeFX business plan and go to market activities with a focus on refining and capitalizing on work that has been completed. This will include discussion with LifeFX staff and advisors, review of product and technology, market information, and competitive environment. We will refine elements of the current plan and activities, and work with the LifeFX leadership to define and set priorities on high impact, near term programs that are essential to achieving successful launch and market validation in the core developer market. This work has been largely completed during December 2001. We will document this in a straightforward GTM Plan, reviewed with LifeFX. IMPLEMENTATION SUPPORT During the period January to March of 2002, Crane will provide implementation support for the LifeFX Go to Market activities, as defined in the GTM Plan. We expect that this will involve significant time on-site at LifeFX, and a high level of interaction with LifeFX staff, prospective customers, service providers in telemarketing and other partners. Crane can take lead responsibility for selected activities in the Plan and active support and external perspective for activities lead by others on the LifeFX team. In the course of this activity, Crane also anticipates working with LifeFX to formulate the next stage of GTM activities, including development of channel partnerships, refinements of the sales model, pricing / position options, and sales training, based on the initial market feedback. We anticipate this engagement will involve 3 to 4 days per week during the first three months of 2002. Additional support beyond that time can be determined based on actual experience, progress and results. DELIVERABLES Crane deliverables for with this engagement will be the GTM Plan and materials - marketing collateral, objection handling, and competitive positioning in both draft and final form for delivery in electronic and print media. Crane will also provide internal GTM planning and coordination materials and other activities, which you determine, including communications with Safeguard Scientifics as appropriate. SCHEDULE AND MILESTONES This Engagement began with initial dialog at Safeguard Scientific on the LifeFX market opportunity and business plan in mid-December, 2001. The GTM review was largely completed during December 2001, including on-site meetings at LifeFX and follow-up research and communications with Safeguard Scientifics. PROFESSIONAL FEES AND EXPENSES Our professional fees for this engagement, based on the scope of work and deliverables outlined above will be as follows: o GTM Assessment and Plan - $25,000, payable upon acceptance of this Engagement Letter. o Interim Executive Services - $3500 per day for the month of January, 2002 and $2500 per day during the months of February and March of 2002. We will also invoice for normal, reasonable travel or other out-of-pocket direct expenses at cost. Invoices are payable 15 days after receipt. INDEPENDENT CONTRACTOR The relationship of Crane to LifeFX shall be that of an independent contractor rendering professional services. Nothing contained herein shall be deemed to create a relationship of employer and employee or principal and agent between Crane and LifeFX. Crane shall not be entitled to participate in any of the benefit, welfare, bonus or incentive plans maintained by LifeFX for its employees. Crane shall be responsible or all tax payments and withholdings due for its employees and subcontractors in accordance - -------------------------------------------------------------------------------- 9901 FRINGE TREE COURT LOUISVILLE, KY 40241 502-394-9272 502-394-9431(FAX) LifeFX - p.3 of 3 with federal, state, city and county and other local tax laws pursuant to the laws of the United States and any foreign country where services may be rendered by Crane. TERMINATION LifeFX may terminate Crane's services at any point in time without penalty on 7 days notice. In the event of such termination, LifeFX shall have no obligation or liability hereunder except with respect to any payments owed to Crane prior to the date of termination. CONFIDENTIALITY LIFEFX and CRANE will sign the attached Non-Disclosure Agreement. APPROVAL AND AUTHORIZATION TO PROCEED Please indicate your acceptance of this proposal by signing and faxing a copy to the number below. It will be a pleasure to work with you and your team on this important effort. Sincerely yours, Dennis J. Crane Crane Consulting Corporation Accepted: LIFEF/X, INC Date: 1/5/02 - -------------------------------------------- /S/ LESLIE SELBOVITZ - -------------------------------------------- Name DIRECTOR - -------------------------------------------- Title LIFEF/X, INC. BOARD OF DIRECTORS - -------------------------------------------------------------------------------- 9901 FRINGE TREE COURT LOUISVILLE, KY 40241 502-394-9272 502-394-9431(FAX) EX-10.2 4 a2075402zex-10_2.txt EXHIBIT 10.2 EXHIBIT 10.2 NONDISCLOSURE AGREEMENT In consideration and as a condition of the engagement of Crane Consulting Corporation as a consultant ("Consultant") by LifeF/X, Inc. (the "Company"), Consultant hereby agrees with the Company as follows: 1. Consultant will not at any time, whether during or after the termination of its engagement, reveal to any person or entity any of the trade secrets or confidential information of the Company or of any third party which the Company is under an obligation to keep confidential (including but not limited to trade secrets or confidential information respecting inventions, products, designs, methods, know-how, techniques, systems, processes, software programs, other technical information, works of authorship, customer lists, financial information, business plans, projects, plans and proposals), and Consultant shall keep secret all matters entrusted to it and shall not use or attempt to use any such information in any manner which may injure or cause loss or may be calculated to injure or cause loss whether directly or indirectly to the Company. The above restrictions shall not apply to: (i) information that at the time of disclosure is in the public domain through no fault of Consultant; (ii) information received from a third party outside of the Company that was disclosed without any confidentiality obligation or any breach by such third party of any confidentiality obligation; (iii) information approved for release by written authorization of the Company; or (iv) information that may be required by law or an order of any court, agency or proceeding to be disclosed; provided, Consultant shall provide the Company notice of any such required disclosure once it has knowledge of it and will help the Company, at its expense, to obtain an appropriate protective order. Further, Consultant agrees that during its engagement Consultant shall not take, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs otherwise than for the benefit of the Company. Consultant further agrees that Consultant shall not, after the termination of its engagement, use or permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company and that immediately upon the termination of its engagement Consultant shall deliver all of the foregoing, and all copies thereof, to the Company, at its main office. 3. Consultant acknowledges that the Company shall be the sole owner of all the results and proceeds of Consultant's service hereunder, including but not limited to, all patents, patent applications, patent rights, formulas, copyrights, inventions, developments, discoveries, other improvements, data, documentation, drawings, charts, and other written, audio and/or visual materials relating to equipment, methods, products, processes, or programs in connection with or useful to the Company's business (collectively, the "Developments") which Consultant, by himself or in conjunction with any other person, may conceive, make, acquire, acquire knowledge of, develop or create during the term of Consultant's employment hereunder, free and clear of any claims by Consultant (or any successor or assignee of him) of any kind or character whatsoever other than Consultant's right to compensation hereunder. Consultant acknowledges that all copyrightable Developments shall be considered works made for hire under the Federal Copyright Act. Consultant hereby assigns and transfers his right, title and interest in and to all such Developments, and agrees that he shall, at the request of the Company, execute or cooperate with the Company in any patent applications, execute such assignments, certificates or other instruments, and do any and all other acts, as the Company from time to time reasonably deems necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend the Company's right, title and interest in or to any such Developments. 4. Consultant agrees that any breach of this Agreement by it will cause irreparable damage to the Company and that in the event of such breach the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of my obligations hereunder. 5. Consultant understands that this Agreement does not create an obligation on the Company or any other person or entity to continue its engagement. 6. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof. 7. Consultant hereby acknowledges that the type and periods of restriction imposed in the provisions of this Agreement are fair and reasonable and are reasonably required for the protection of the Company and the goodwill associated with the business of the Company. Consultant further agrees that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. 8. Consultant's obligations under this Agreement shall survive the termination of its engagement regardless of the manner of such termination and shall be binding upon its heirs, executors, administrators, legal representatives, successors and assigns. 9. The term "Company" shall include the Company and any of its subsidiaries, subdivisions or affiliates. The Company shall have the right to assign this Agreement to its successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. -2- IN WITNESS WHEREOF, the undersigned has executed this Agreement as of this 5th day of January, 2002 /s/ Dennis J. Crane Dennis J. Crane, Individually and on behalf of CRANE CONSULTING CORPORATION Address: -------------------------------------- -------------------------------------- -------------------------------------- -3- EX-10.3 5 a2075402zex-10_3.txt EXHIBIT 10.3 EXHIBIT 10.3 LIFE FX, INC. EMPLOYMENT TERMS Name: Lucie Salhany Title: Chairman of the Board of Directors Reporting: This position reports to the Board of Directors Term: One Year from date of this agreement Duties: Attendance of all regularly scheduled Board meetings, assist the Company in its development of marketing strategies, including but not limited to the attendance of trade shows and meetings with prospective customers/partners, not to exceed 10 days of service on behalf of the Company. Office: You will continue to have use of your office and administrative assistant during the term. Salary: $50,000 per year payable in full upon your acceptance of this agreement. One time payment of $30,000 payable in full upon your acceptance of this agreement, to reimburse you in full for your voluntary salary reduction this past fall. Termination: Upon termination by the Company without cause, you will receive your salary through the end of the term. Upon termination for cause, your voluntary termination, death or disability, you will receive salary through the date of termination. Stock Options: You will be eligible to participate on a most favored relative to other senior executives and directors (other than the CEO) in all Company stock option plans, including any exchange of existing options and any grant of new options. Upon your acceptance of this offer, all unvested stock options shall accelerate and become immediately vested. Business Expenses: Will be reimbursed subject to Company policy Benefits: You will receive all Company benefits granted to other officers and directors.
EXHIBIT 10.3 Confidential Information and Inventions Covenant Against Competition: You acknowledge that you continue to remain bound by the provisions regarding Confidential Information and Inventions and Covenant against Competition (Sections 8, 9 and 10) as set forth in your original employment agreement dated as of December 1, 1999. Governing Law: This agreement shall be deemed to be a contract under the laws of the Commonwealth of Massachusetts and for all purposes shall be construed and enforced in accordance with the internal laws of said Commonwealth. Dated: March 15, 2002
Accepted and Agreed: Life F/X, Inc. /s/ Lucille S. Salhany By: /s/ Dr. Leslie Selbovitz Lucille Salhany Name: Dr. Leslie Selbovitz Address: Title: Director 36 Strawberry Hill Road Dover, MA 02030 EX-10.4 6 a2075402zex-10_4.txt EXHIBIT 10.4 EXHIBIT 10.4 LIFE FX, INC. EMPLOYMENT TERMS Name: Michael Rosenblatt Title: President - Sales Reporting: This position reports to the Acting CEO Term: Six months (January 1, 2002 until July 1, 2002) Base Salary: Base Salary to be based on an annualized salary of $165,000 per year payable in accordance with the Company's regular payroll practices. Said salary payments to begin upon signing. Bonus: Two quarterly bonuses based upon implementation of the LifeFX Go to Market Sales Leadership Plan ("Plan"). In addition to satisfying the Plan, there must not have been a termination for cause or a voluntary termination prior to the date of determination to be eligible for a bonus. Bonuses shall be payable in full within 10 days after each date of determination as follows: First Bonus: March 30, 2002 total of $62,500 Second Bonus: June 30, 2002 total of $82,500 There will be a formal exchange and feedback between the Acting CEO and you on the subjective elements of the Plan at the mid-point of each quarterly bonus period ("Meeting"), so that you will have an opportunity to cure any dissatisfaction and to permit you to resume a strategic role in expanding the value proposition as appropriate. Termination: Upon a voluntary termination or termination for cause, you will not be entitled to any severance, you will receive your Base Salary earned but not yet paid to the date of termination. Upon a termination without cause or termination due to death or disability you shall continue to receive your Base Salary through the end of the Term and you shall receive your Bonuses. "Cause" shall mean (i) conviction of any crime or offense, which conviction makes the employee unfit for continuing employment, prevents the employee from effective management of the Company or materially adversely affects the reputation or business activities of the Company; (ii) dishonesty or willful misconduct which materially, adversely affects the reputation or business activities of the Company and which continues after written notice thereof to the employee; (iii) substance abuse, including abuse of alcohol or use of illegal narcotics , and other drugs or substances, for which the employee fails to undertake and maintain treatment after 15 days after requested by the Company, or
EXHIBIT 10.4 misappropriation of funds; (iv) employee's continuing material failure or refusal to carry out in all material respects the lawful directives of the Acting CEO after written notice thereof to the employee; and (v) the inability to perform the tasks required to implement the Plan after 15 days after each Meeting. Business Expenses: Will be reimbursed subject to Company policy Benefits: You will receive all Company benefits granted to other employees, including an exchange of existing options for new options held by you on an equitable basis reasonably and substantially equal to the exchange to be accomplished for other employees who also hold options at this time. You will also be granted further stock options appropriate to your position and duties with the Company on a most favored basis relative to other senior executives (other than the CEO). Confidential Information and Inventions Covenant Against Competition: You acknowledge that you continue to remain bound by the provisions regarding Confidential Information and Inventions, Covenant against Competition, Injunctions and Exclusions (Sections 8, 9, 10 and 14) as set forth in your original employment agreement dated as of December 1, 1999. Governing Law: This agreement shall be deemed to be a contract under the laws of the Commonwealth of Massachusetts and for all purposes shall be construed and enforced in accordance with the internal laws of said Commonwealth.
Accepted and Agreed: Life F/X, Inc. /s/ Michael S. Rosenblatt By: /s/ Dr. Leslie Selbovitz Michael S. Rosenblatt Name: Dr. Leslie Selbovitz Address: Title: Director 331 Dudley Road Newton, Massachusetts 02159 EXHIBIT 10.4 In accordance with Section 3.02 of the Loan Agreement ("Loan Agreement") dated as of December 17, 2001 between Safeguard 2001 Capital, L.P. ("Safeguard") and Life F/X, Inc. and Life F/X Networks, Inc., Safeguard, as secured lender, consents to the payments by Life F/X, Inc. hereunder and shall loan such amounts to Life F/X if and to the extent Safeguard is continuing to provide Loans to Life F/X under the Loan Agreement. The parties agree that the payment obligation is that of Life F/X, Inc. only and that the consent and agreement by Safeguard is not, and should not be deemed to be, a guarantee of payment. Safeguard 2001 Capital, L.P. By: Safeguard Delaware, Inc. Its General Partner By: ---------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----