Consultant Uses in Retention Clause

Retention from Consulting Agreement

This agreement is made as of this 1st day of January, 2006 (the "Effective Date") and when executed by the parties, will constitute an agreement between Authentidate Holding Corp., with its principal place of business at Connell Corporate Center, Three Connell Drive, Berkeley Heights, N.J. 07922 (the "Company") and John J. Waters, with his principal place of business at 205 Micmac Lane, Jupiter, Florida 33478 (the "Consultant"), pursuant to which the Company agrees to retain Consultant and Consultant agrees to be retained by the Company under the terms and conditions set forth below.

Retention. The Company hereby retains Consultant to perform consulting services related to the business of the Company, on a non-exclusive basis, solely as directed by the Chief Executive Officer of the Company, and/ or the Chairman of the Board and Consultant hereby accepts such retention. Nothing herein shall require the Company to utilize or implement Consultant's services in any specific situation. Subject to the terms set forth below, Consultant shall furnish to the Company advice and recommendations with respect to such aspects of the business and affairs of the Company as the Company shall, from time to time, reasonably request upon reasonable notice. Consultant shall deliver services at Consultant's place of business, the Company's place of business, or at various other sites as required and mutually and reasonably agreeable to the Company and the Consultant.

Retention from Consulting Agreement

This agreement is made as of this 1st day of February, 2005 (the Effective Date) and when executed by the parties, will constitute an agreement between Authentidate Holding Corp., with its principal place of business at 2165 Technology Drive, Schenectady, New York 12308 (the Company) and John T. Botti, with his principal place of business at Loudonville, New York (the Consultant), pursuant to which the Company agrees to retain Consultant and Consultant agrees to be retained by the Company under the terms and conditions set forth below.

Retention. The Company hereby retains Consultant to perform consulting services related to the business of the Company, solely as directed by the Chief Executive Officer of the Company, and Consultant hereby accepts such retention. Nothing herein shall require the Company to utilize or implement Consultant's services in any specific situation. Subject to the terms set forth below, Consultant shall furnish to the Company advice and recommendations with respect to such aspects of the business and affairs of the Company as the Company shall, from time to time, reasonably request upon reasonable notice. Consultant shall deliver services at Consultants place of business, the Companys place of business, or at various other sites as required and mutually and reasonably agreeable to the Company and the Consultant.