Paragraph 9 Uses in Compensation Clause

Compensation 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.

Compensation. As compensation for the services described in paragraph 1 above, and subject to the provisions of Paragraph 9 below, the Company agrees to pay Consultant a retainer fee (the Retainer Fee) of $10,000 per each thirty days of services rendered during the Term (as defined in Paragraph 9, below) of this Agreement. In addition to its this compensation, the Company will reimburse Consultant for any and all expenses incurred by Consultant, subject to the Companys prior written approval, in the performance of its duties hereunder and, Consultant shall account for such expenses to the Company. Such reimbursement shall cumulate and be paid on a monthly basis. During the Term, Company shall pay Consultant all Retainer Fees due at the end of each thirty-day period for which said Retainer Fee is due. Consultant shall invoice the Company on or about the first business day of every thirty-day period during the Term.