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Cfo Employ Agree

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Sectors: Services
Effective Date: September 02, 1996
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This Agreement made this 1st day of September, 1996, by and between 1MAGE Software, Inc. (hereinafter "ISI"), employed at ISI located at 6486 S. Quebec St., Englewood, Colorado and Mary Anne DeYoung (hereinafter "Employee").


WHEREAS, ISI desires to assure itself of the service of Employee and to that end desires to enter into a contract of employment with her, upon the terms and conditions herein set forth, and

WHEREAS, Employee is desirous of entering into such a contract of employment as Vice President and CFO of ISI;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein set forth, the parties hereto agree as follows:

1. EMPLOYMNET. ISI hereby employs Employee and the Employee hereby accepts employment upon the terms and conditions hereinafter set forth.

2. TERM. Subject to the provisions for termination as hereinafter provided, the term of this Agreement shall begin on the date of this Agreement and shall terminate on August 31, 1999. This Agreement can then be modified annually by mutual consent of both parties.

3. COMPENSATION. For all services rendered by the Employee under this Agreement, ISI shall compensate the Employee annually with an executive compensation package in accordance with the recommendations of the Compensation Committee of the Board of Directors of ISI. ISI agrees that the annual salary as defined by the Compensation Committee will not be less than the amount authorized in the minutes of the meeting held on 9/4/1996 during the term of this Agreement unless stipulated by the Employee. ISI further agrees that the Compensation Committee will review the executive compensation package annually, in accordance with the anniversary date of the Agreement.

a. Employee will be paid a quarterly bonus based on the financial performance of the Company. T
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