Vice President-finance Employment Agreement

EXHIBIT 10.21


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of the 7th day of August, 2003 (the "Effective Date"), by and between AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation (the "Company") and BETH MACLAUGHLIN ("Executive").

WHEREAS , the Company desires to employ Executive as Vice President-Finance, Controller, and Interim Chief Financial Officer of the Company and of its parent, Avatech Solutions, Inc., a Delaware corporation ("Avatech"), and Executive desires to be so employed.

NOW, THEREFORE , in consideration of the mutual promises of the parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree as follows:

Section 1. Employment . The Company agrees to employ Executive, and Executive agrees to be employed, as Vice President-Finance, Controller, and Interim Chief Financial Officer of the Company on the terms and subject to the conditions of this Agreement.

Section 2. Term . The term of Executive's employment under this Agreement (the "Term") will commence on the Effective Date and will continue for one (1) year (the "Initial Term"), except that Executive's employment as Interim Chief Financial Officer shall continue until a permanent Chief Financial Officer is appointed by the Board of Directors of the Company. The Term will be extended automatically in successive one-year periods unless either party gives notice of nonextension to the other not less than thirty (30) days before the end of the then-current Term. Notwithstanding the foregoing, Executive's employment is subject to termination during the Term as provided in Section 5 of this Agreement.


Section 3. Duties . Executive will report to, and Executive's specific responsibilities and authority will be established by, the Chief Executive Officer of the Company. Executive will diligently and conscientiously devote her full and exclusive business time and attention and best efforts in discharging her duties to the Company.

Section 4. Compensation and Benefits .

4.1. Base Compensation . During the Initial Term, the Company will pay Executive a base salary (the "Base Salary") at an annual rate of $80,000. During each succeeding year during the Term, Executive's Base Salary may be increased (but may not be decreased) by an amount determined by the Company's Chief Executive Officer and its Board of Directors based upon the Executive's performance during the prior year.

4.2. Incentive Compensation .

4.2.1. The Company will pay Executive an incentive bonus (the "Incentive Compensation") in an amount determined by the Company in its sole discretion and based on Executive's achievement of specific performance measures during the company's fiscal year, ending June 30. The Company and the Executive will agree on performance measures for each fiscal year.

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4.2.2. The Company will pay Incentive Compensation, if any, to the Executive in quarterly installments, as soon as administratively feasible after the end of each of the Company's fiscal quarters, in an amount equal to one-quarter of the incentive compensation that Executive would earn if Executive's performance in all four quarters of the fiscal year were identical to Executive's performance in the most-recently completed fiscal quarter.

4.3. Benefit Plans and Fringe Benefits .

4.3.1. During the Term, Executive will be entitled to participate in any and all employee benefit programs (including but not limited to medical, vision, prescription drug, dental, disability, employee and group life, accidental death and travel accident, and section 401(k) plans and programs) offered by the Company to its executives or to its employees generally, and Executive may receive such other benefits as the Company may determine from time to time.


4.3.2. Executive will accrue four (4) weeks of paid time off annually to be taken at times reasonably agreed upon between Executive and the Company's Chief Executive Officer. Executive will be paid a pro rata portion of her salary for each week of accrued and unused paid time off, in accordance first with the provisions of Section 5 and otherwise with Company policies of general application in effect at the time of the termination of her employment.

4.3.3. Executive will be entitled to perquisites comparable to those that the Company from time to time extends to its senior executive staff.


4.3.4. The Company will reimburse Executive for business, travel, lodging, meals, and other reasonable business expenses incurred by her in the performance of services hereunder subject to submission of documentation in accordance with the Company's business expense reimbursement policies from time to time applicable to its senior executives.

4.4. Payments; Withholding of Taxes, etc . The Company will make payments of Base Salary in accordance with the Company's general payroll practices from time to time in effect. All payments to Executive pursuant to this Agreement will be reduced by taxes and other amounts that the Company is required by law or authorized by Executive to withhold.

Section 5. Termination . The Company may, at its election and upon written notice to the Executive, terminate the Executive's employment for any reason or no reason, with or without cause. Where this Agreement or plan provides for payment other than by cash lump sum, the Company may, in its sole discretion, choose to make payment in whole or in part by cash lump sum, including converting any benefits due to be provided over a period of time into a cash lump sum equal to the present value, computed at the short-term applicable federal rate under a7 1274 of the Internal Revenue Code, of the cost of the cost of providing such benefit(s) to the Executive over a period of time.


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5.1. Change in Control . For ...