10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: DECEMBER 31, 2004
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______________ to ______________

Commission File No. 0-20190

AUTHENTIDATE HOLDING CORP.

(Exact name of small business issuer as specified in its charter)

Delaware	14-1673067
(State or other jurisdiction of incorporation or organization)	(I.R.S.Employer Identification No.)

2165 Technology Dr., Schenectady, NY,	12308
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (518) 346-7799 (518) 346-7799

Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes No

Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes No

33,832,899 shares of Common Stock, par value $.001 per share, were outstanding at February 2, 2005.

1

AUTHENTIDATE HOLDING CORP.
FORM 10-Q
INDEX

	Page No.
Part I Financial Information
Item 1 – Financial Statements
Consolidated Balance Sheets - December 31, 2004 and June 30, 2004	3
Consolidated Statements of Operations - Three and six months ended December 31, 2004 and December 31, 2003	4
Consolidated Statements of Cash Flows - Six months ended December 31, 2004 and December 31, 2003	5
Notes to Consolidated Financial Statements	6
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	22
Item 4 – Controls and Procedures	22
Part II Other Information
Item 1 – Legal Proceedings	23
Item 2 – Unregistered sales of equity securities and use of proceeds	23
Item 3 – Defaults Upon Senior Securities	23
Item 4 – Submission of Matters to a Vote of Security Holders	23
Item 5 – Other Information	23
Item 6 – Exhibits	24
Safe Harbor Statement	25
Signatures	25

2

Part I Financial Information
Authentidate Holding Corporation and Subsidiaries
Consolidated Balance Sheets
(unaudited except for the June 30, 2004 balance sheet)

	December 31, 2004			June 30, 2004
Assets
Current assets
Cash and cash equivalents	$	67,527,016		$	73,989,823
Restricted cash		367,191			365,116
Accounts receivable, net of allowance for doubtful accounts of      $372,396 and $420,916 at December 31, 2004 and June 30, 2004, respectively		3,762,904			3,039,044
Inventories		302,813			125,206
Prepaid expenses and other current assets		561,338			474,309
Total current assets		72,521,262			77,993,498
Property and equipment, net		3,588,137			3,396,454
Other assets
Software development costs, net		498,496			497,977
Goodwill		11,616,736			11,616,736
Other intangible assets		1,004,493			727,763
Investment in affiliates		750,000			—
Other assets		26,949			4,448
Total assets	$	90,006,073		$	94,236,876
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable	$	1,309,088		$	859,360
Accrued expenses and other current liabilities		2,319,112			1,838,860
Deferred revenue		1,930,274			1,881,277
Current portion of obligations under capital leases		43,233			69,968
Current portion of long-term debt		108,000			208,239
Line of credit		407,696			571,622
Income taxes payable		10,798			6,130
Total current liabilities		6,128,201			5,435,456
Deferred revenue, long-term		408,000			—
Long-term debt, net		—			48,000
Obligations under capital leases, net of current portion		16,077			35,421
Other long term liabilities		496,925			—
Total liabilities		7,049,203			5,518,877
Commitments and contingencies
Shareholders’ equity
Preferred stock $.10 par value, 5,000,000 shares authorized: Series B – 28,000 shares issued and outstanding at December 31, 2004 and June 30, 2004		2,800			2,800
Common stock, $.001 par value; 75,000,000 shares authorized, 33,828,358 and 32,951,656 issued and outstanding at December 31, 2004 and June 30, 2004, respectively		33,828			32,952
Additional paid-in capital		159,750,317			157,602,589
Accumulated deficit		(76,707,733	)		(68,846,528	)
Currency translation adjustment		(122,342	)		(73,814	)
Total shareholders’ equity		82,956,870			88,717,999
Total liabilities and shareholders’ equity	$	90,006,073		$	94,236,876

The accompanying notes are an integral part of the consolidated financial statements.

3

Authentidate Holding Corporation and Subsidiaries
Consolidated Statements of Operations
Unaudited

	For the three months ended						For the six months ended
	December 31, 2004			December 31, 2003			December 31, 2004			December 31, 2003
Net sales	$	4,761,727		$	4,029,068		$	8,424,125		$	7,300,291
Cost of sales		2,493,129			2,402,816			4,452,914			4,447,756
Gross profit		2,268,598			1,626,252			3,971,211			2,852,535
Selling, general and administrative expenses		6,962,081			3,246,924			11,171,438			5,943,997
Product development expenses		600,073			500,487			1,301,347			1,080,027
Loss from operations		(5,293,556	)		(2,121,159	)		(8,501,574	)		(4,171,489	)
Other income (expense)
Interest and other income		381,054			22,174			689,732			812,037
Interest expense		(4,615	)		(5,724,704	)		(8,813	)		(6,182,160	)
Loss before income taxes		(4,917,117	)		(7,823,689	)		(7,820,655	)		(9,541,612	)
Income tax (expense)/benefit		(2,999	)		—			(5,550	)		17,904
Net loss	$	(4,920,116	)	$	(7,823,689	)	$	(7,826,205	)	$	(9,523,708	)
Per share amounts:
Basic and diluted loss per common share	$	(.15	)	$	(.32	)	$	(.23	)	$	(.43	)

The accompanying notes are an integral part of the consolidated financial statements.

4

Authentidate Holding Corporation and Subsidiaries
Consolidated Statements of Cash Flow
Unaudited

	For the six months ended
	December 31, 2004			December 31, 2003
Cash flows from operating activities
Net loss	$	(7,826,205	)	$	(9,523,708	)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization		606,248			518,979
Provision for doubtful accounts receivable		21,967			20,828
Amortization deferred financing costs and debt discount		—			5,942,586
Interest paid in stock		—			117,245
Non-cash compensation and other		635,651			234,313
NYS Grant income		—			(732,000	)
Changes in operating assets and liabilities:
Accounts receivable		(745,827	)		834,367
Inventories		(177,607	)		22,757
Prepaid expenses and other current assets		(87,029	)		48,034
Accounts payable, accrued expenses and other current liabilities		1,488,538			(674,675	)
Deferred revenue		456,997			1,431,525
Income taxes		4,668			(18,091	)
Net cash used in operating activities		(5,622,599	)		(1,777,840	)
Cash flows from investing activities
Restricted cash		(2,075	)		(1,099,635	)
Purchases of property and equipment		(510,729	)		(120,695	)
Software development costs		(161,451	)		(34,512	)
Other intangible assets		(403,000	)		(24,101	)
Other long term assets		(22,501	)		(94,835	)
Investment in affiliates		(750,000	)		—
Net cash used in investing activities		(1,849,756	)		(1,373,778	)
Cash flows from financing activities
Proceeds from sale of common stock, net of expenses ($30,000)		—			470,000
Stock options and warrants exercised		1,460,944			5,695,178
Dividends		(35,000	)		(35,000	)
Sale of convertible debentures, net of issuance costs ($100,378)		—			2,369,622
Principal payments on obligations under capital leases		(46,079	)		(73,669	)
Payment of registration costs		(9,624	)		(24,693	)
Net payments under line of credit		(163,926	)		(648,938	)
Deferred financing costs		—			(137,300	)
Principal payments on long-term debt		—			(148,994	)
Payment of other long term debt		(148,239	)		(2,631	)
Net cash provided by financing activities		1,058,076			7,463,575
Effect of exchange rate changes on cash flows		(48,528	)		(14,417	)
Net increase (decrease) in cash and cash equivalents		(6,462,807	)		4,297,540
Cash and cash equivalents, beginning of period		73,989,823			3,460,446
Cash and cash equivalents, end of period	$	67,527,016		$	7,757,986

The accompanying notes are an integral part of the consolidated financial statements.

5

AUTHENTIDATE HOLDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      Basis of Presentation

In the opinion of management the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal, recurring adjustments, necessary for fair presentation. The consolidated financial statements include the accounts of Authentidate Holding Corp. (AHC) and its subsidiaries DJS Marketing Group, Inc. (DJS), Authentidate, Inc., Authentidate International AG (AG) and Trac Medical Systems, Inc. (Trac Med) and its DocStar Division and are referred to as the Company. The results of operations for the three and six months ended December 31, 2004 are not necessarily indicative of the results to be expected for the full year. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2004.

2.       Earnings Per Share

     The following represents the reconciliation of the basic and diluted loss per share amounts for the three and six months ended December 31, 2004 and 2003, respectively:

		December 31,
		Three Months Ended						Six Months Ended
	2004			2003			2004			2003
Net income/(loss)	$	(4,920,116	)	$	(7,823,689	)	$	(7,826,205	)	$	(9,523,708	)
Preferred stock dividends		(17,500	)		(26,871	)		(35,000	)		(79,823	)
Loss applicable to shareholders	$	(4,937,616	)	$	(7,850,560	)	$	(7,861,205	)	$	(9,603,531	)
Weighted average shares		33,763,939			24,495,904			33,626,088			22,462,881
Basic and diluted loss per share	$	(0.15	)	$	(0.32	)	$	(0.23	)	$	(0.43	)

     All common stock equivalents were excluded from the loss per share calculation for all periods presented because the impact is antidilutive. At December 31, 2004, options (5,487,824), warrants (1,580,314) and convertible preferred stock (500,000) were outstanding. At December 31, 2003, options (4,585,751), warrants (2,991,663), convertible preferred stock (500,000) were outstanding.

3.      Stock Based Compensation

The Company applies APB No. 25 for employee and director stock option plans. The Company applies FAS No.123 to determine the compensation cost on a pro-forma basis for footnote disclosure. The pro-forma amounts in the table below were determined using the Black Scholes option-pricing model which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility, expected dividend payments and the risk-free interest rate over the expected life of the options.

	December 31,
	Three Months Ended						Six Months Ended
	2004			2003			2004			2003
Net Loss:
As reported	$	(4,920,116	)	$	(7,823,689	)	$	(7,826,205	)	$	(9,523,708	)
Deduct: total stock based employee compensation expense determined under fair value method		(1,024,627	)		(771,840	)		(1,895,984	)		(1,334,886	)
Proforma	$	(5,944,743	)	$	(8,595,529	)	$	(9,722,189	)	$	(10,858,594	)
Basic and diluted net loss per common share:
As reported	$	(0.15	)	$	(0.32	)	$	(0.23	)	$	(0.43	)
Proforma	$	(0.18	)	$	(0.35	)	$	(0.29	)	$	(0.48	)

6

4.      Comprehensive Income

Total comprehensive income/(loss) consist of:

	December 31,
	Three Months Ended						Six Months Ended
	2004			2003			2004			2003
Net income/(loss)	$	(4,920,116	)	$	(7,823,689	)	$	(7,826,205	)	$	(9,523,708	)
Currency translation adjustment		(41,329	)		(46,917	)		(48,528	)		(14,417	)
Total comprehensive loss	$	(4,961,445	)	$	(7,870,606	)	$	(7,874,733	)	$	(9,538,125	)

5.      Segment Information

The Company manages its business in three reportable segments: DocStar, DJS and Authentidate. Included in the Authentidate segment are the operations of Authentidate, Trac Med and AG which are all in the security software business. DocStar is in the document imaging software business and DJS is in the systems integration business. DocStar sells through a national network of dealers (approximately 100 dealers) and anticipates the addition of several new dealers each quarter to expand into markets not currently served. DJS’s market is primarily in the Albany, New York region. Authentidate, Trac Med and AG sell their products and services on a global basis using a direct sales model and reseller arrangements. The Corporate Division's expenses are non-operating expenses which include all public company related activities and apply to all of the Company’s operating divisions and therefore are stated as a reconciling item in our segment data. The Corporate Divisions assets consist of primarily cash and cash equivalents, and goodwill. The Company’s segment information follows:

Segment Information for the three months ended:
December 31, 2004:	DocStar		DJS		Authentidate			Totals
Revenues from external customers	$	1,803,795	$	1,849,246	$	1,108,686		$	4,761,727
Intersegment revenues				15,375					15,375
Segment profit/(loss)		317,012		7,321		(3,204,169	)		(2,879,836	)
Segment assets		4,774,435		2,580,239		3,719,994			11,074,668
December 31, 2003:	DocStar		DJS		Authentidate			Totals
Revenues from external customers	$	1,688,577	$	1,952,168	$	388,323		$	4,029,068
Intersegment revenues				42,375					42,375
Segment profit/(loss)		312,440		29,876		(1,417,722	)		(1,075,406	)
Segment assets		3,864,124		2,143,190		3,422,574			9,429,888
Reconciliation:					December 31, 2004			December 31, 2003
Revenues:
Total revenues for reportable segments					$	4,777,102		$	4,071,443
Elimination of intersegment revenues						(15,375	)		(42,375	)
Total consolidated revenues					$	4,761,727		$	4,029,068
Total pre-tax loss of reportable segments					$	(2,879,836	)	$	(1,075,406	)
Product development expenses						(600,073	)		(500,487	)
Corporate expenses						(1,437,208	)		(6,247,796	)
Loss before income taxes					$	(4,917,117	)	$	(7,823,689	)
					December 31, 2004			June 30, 2004
Total assets of segments					$	11,074,668		$	9,395,221
Corporate assets						78,941,583			84,858,670
Elim-intercompany sale-assets						(10,178	)		(17,015	)
Consolidated assets					$	90,006,073		$	94,236,876

7

Segment Information for the six months ended:
December 31, 2004:	DocStar		DJS		Authentidate			Totals
Revenues from external customers	$	3,209,465	$	3,512,548	$	1,702,112		$	8,424,125
Intersegment revenues				25,469					25,469
Segment profit/(loss)		382,258		20,875		(5,123,145	)		(4,720,012	)
Segment assets		4,774,435		2,580,239		3,719,994			11,074,668
December 31, 2003:	DocStar		DJS		Authentidate			Totals
Revenues from external customers	$	2,913,778	$	3,790,918	$	595,595		$	7,300,291
Intersegment revenues				56,924					56,924
Segment profit/(loss)		291,541		20,860		(2,511,190	)		(2,198,789	)
Segment assets		3,864,124		2,143,190		3,422,574			9,429,888
Reconciliation:					December 31, 2004			December 31, 2003
Revenues:
Total revenues for reportable segments					$	8,449,594		$	7,357,215
Elimination of intersegment revenues						(25,469	)		(56,924	)
Total consolidated revenues					$	8,424,125		$	7,300,291
Total pre-tax loss of reportable segments					$	(4,720,012	)	$	(2,198,789	)
Product development expenses						(1,301,347	)		(1,080,027	)
Corporate expenses						(1,806,133	)		(6,269,469	)
Elmination of intersegment profits						6,837			6,673
Loss before income taxes					$	(7,820,655	)	$	(9,541,612	)
					December 31, 2004			June 30, 2004
Total assets of segments					$	11,074,668		$	9,395,221
Corporate assets						78,941,583			84,858,670
Elim-intercompany sale-assets						(10,178	)		(17,015	)
Consolidated assets					$	90,006,073		$	94,236,876

6.      Service Revenues and Cost of Sales

Included in net sales and cost of goods sold are service sales of $409,345 and cost of service sales of $195,727 for the three months ended December 31, 2004. Included in net sales and cost of goods sold are service sales of $728,282 and cost of service sales of $327,033 for the six months ended December 31, 2004.

7.      Property and Equipment

In June 1999, the Company completed construction of a new office and production facility in Schenectady, New York for approximately $2,300,000 which was financed with a $1,000,000 grant from the Empire State Development Corporation (ESDC) (an agency of New York state) and a mortgage loan from a local financial institution. The grant stipulated that the Company was obligated to achieve certain annual employment levels between January 1, 2002 and January 1, 2004 or some or all of the grant will have to be repaid. Although we had not achieved the agreed upon employment levels, we reached an agreement with the ESDC in fiscal 2004 to restructure the grant terms relating to this covenant. We agreed to repay $268,000 of the grant amount at the rate of $10,000 per month, interest free, in consideration of the ESDC’s agreement to permanently reduce our employment level requirement to 99. At December 31, 2004 the amount due ESDC was $108,000 and is included in debt on the balance sheet. As a result of this arrangement, we recorded $732,000 as other income in the Corporate Division during fiscal year ended June 30, 2004.

8

8.      Goodwill and Purchased Intangible Assets

Effective July 1, 2001, the Company adopted FAS 141 and FAS 142. FAS 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting. It also specifies the types of acquired intangible assets that are required to be recognized and reported separate from goodwill. FAS 142 requires that goodwill and certain intangibles no longer be amortized, but instead tested for impairment at least annually.

There were no changes in the carrying amount of goodwill for the six months ended December 31, 2004. The values at December 31, 2004 were as follows:

	Authentidate	AG	Trac Med	Total
Balance December 31, 2004	$3,987,571	$7,291,165	$338,000	$11,616,736

The Company retains a third party valuation firm to perform an annual valuation of goodwill as of June 30. An adverse development or change in our business would require an interim assessment. There were no adverse developments or changes in our business that required an interim assessment for the six months ended December 31, 2004.

Intangible asset amortization expense for the three and six months ended December 31, 2004 was $83,310 and $126,270. Below is a chart of intangible assets:

	December 31, 2004						June 30, 2004
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Patents	$	388,487	$	76,843	$	311,644	$	366,080	$	64,663	$	301,417
Trademarks		192,786		33,071		159,715		133,086		28,932		104,154
Licenses		737,569		264,242		473,327		476,484		154,292		322,192
Acquired Techologies		59,807				59,807
	$	1,378,649	$	374,156	$	1,004,493	$	975,650	$	247,887	$	727,763

The Company amortizes intangible assets under the straight line method. Intangible amortization expense is expected to be as follows for the next five fiscal years:

2005	$	239,616
2006		239,115
2007		181,955
2008		40,422
2009		29,458

9.       Shareholders’ Equity

Below is a summary of changes in Shareholders' Equity for the six months ended December 31, 2004:

	Preferred Stock		Common Stock		Paid in Capital			Accumulated Deficit			Translation Adjustment			Total Shareholders' Equity
Balance, June 30, 2004	$	2,800	$	32,952	$	157,602,589		$	(68,846,528	)	$	(73,814	)	$	88,717,999
Exercise of options & warrants				870		1,460,074									1,460,944
Warrants & options issued for services						635,651									635,651
Registration costs						(9,624	)								(9,624	)
Currency translation adjustment												(48,528	)		(48,528	)
Preferred stock dividends									(35,000	)					(35,000	)
Dividends paid in stock				6		61,627									61,633
Net loss									(7,826,205	)					(7,826,205	)
Balance, December 31, 2004	$	2,800	$	33,828	$	159,750,317		$	(76,707,733	)	$	(122,342	)	$	82,956,870

During the three months ended December 31, 2004, 20,857 common stock options and 478,028 common stock warrants were exercised. During the six months ended December 31, 2004; 32,857 common stock options and 859,774 common stock warrants were exercised, resulting in net common stock shares issued of approximately 870,000.

9

Effective October 4, 2004 we issued an aggregate of 250,000 common stock purchase warrants to a consultant in partial consideration for services to be provided by such person under a consulting agreement entered into with such consultant as of such date. The warrants are fully vested and exercisable as follows:

Warrant No.	Number of Shares	Exercise Price	Vested and exercisable as of	Expiration Date
1	100,000	$15.00	October 4, 2004	October 4, 2008
2	30,000	$16.00	November 4, 2004	October 4, 2008
3	30,000	$17.00	December 4, 2004	October 4, 2008
4	30,000	$18.00	January 4, 2005	October 4, 2008
5	30,000	$19.00	February 4, 2005	October 4, 2008
6	30,000	$20.00	March 4, 2005	October 4, 2008

The holder was also granted demand and piggyback registration rights for the shares of common stock issuable upon exercise of the warrants. The issuance of these warrants was exempt from registration under the Securities Act of 1933, as amended, under Section 4(2) thereof. During the three months ended December 31, 2004, the consultant vested in 160,000 common stock purchase warrants. The fair value of the warrants as determined by the Black Scholes Model was $662,000 and was charged to operations under FIN 28. Additional charges are expected in the third quarter of fiscal 2005.

10.      Preferred Stock

As of October 1, 2004, the Company’s right to redeem the outstanding 28,000 shares of Series B Preferred Stock is vested. Accordingly, the Company has the right to repurchase such shares at a redemption price equal to $25.00 per share, plus accrued and unpaid dividends. The holder, however, has the right to convert these shares of preferred stock into an aggregate of 500,000 shares of our Common Stock at a conversion rate of $1.40. In the event the Company elects to redeem these securities, the holder will be able to exercise its conversion right subsequent to date that we issue a notice of redemption but prior to the deemed redemption date as would be set forth in such notice. The Series B Preferred Stock was originally issued in a private financing which was completed in October 1999. The conversion and redemption features of this security were amended in October 2002 to provide for the rights and obligations described above in this note.

11.      Private Equity Offerings

In February 2004, the Company completed a private sale of its common stock to certain accredited investors pursuant to Section 4(2) of the Securities Act of 1933 (“the Securities Act”), as amended and Regulation D, promulgated thereunder. The Company sold a total of 5,360,370 common shares at a price of $13.75 per share and realized gross proceeds of $73.7 million. After payment of offering expenses and broker commissions the Company realized $69.1 million in net proceeds. The Company is currently using the funds to strengthen its balance sheet, develop a back-up data center for Authentidate Inc. as well as for sales and marketing activities and general corporate purposes.

In addition to this financing, on September 22, 2003, the Company sold 166,667 shares of common stock and warrants to purchase 50,000 shares of Company common stock to an investor who participated in the May 2003 financing. The shares were sold for $3.00 per share and the investor agreed to a one-year lock-up during which he was unable to sell or otherwise transfer the securities purchased in this sale. The 50,000 warrants issued to this investor have an exercise price of $3.00 and expire in four years. The underlying shares of these warrants were subject to a one-year lock-up. The Company received $470,000 of net proceeds after expenses.

The securities sold in each of the foregoing transactions were restricted securities under the terms of Regulation D and may not be transferred or resold for a period of one year, except pursuant to registration under the Securities Act or an exemption thereunder. Pursuant to registration rights agreements entered into with the investors in these financings, registration statements were filed with and declared effective by the Securities and Exchange Commission registering the shares of common stock sold in or issuable pursuant to these transactions

10

12.      Private Debt Offerings

During fiscal years ended June 30, 2003 and June 30, 2004, the Company sold $8,895,300 of convertible debentures in aggregate in three separate transactions. In conjunction with the sales, warrants to purchase 1,110,279 shares of the Company’s common stock were issued, with exercise prices ranging from $2.50 – $3.00 per share over a period ranging from 4 to 5 years. All of the issues were due 3 years from the issuance date and each carried a beneficial conversion feature, which were subject to adjustment in the event of additional issuances of common stock or convertible securities.The Company also issued five year warrants to purchase 49,400 shares of Company common stock to certain consultants for services rendered in connection with these transactions, which are exercisable at $3.00 per share. The consultants also received a cash fee equal to 6% of the gross proceeds the Company received.

In October 2003, the Company exercised its right to require the convertible debenture holders to convert debentures issued in October 2002 in the amount of $3,700,000 and the May/June 2003 debentures in the amount of $2,725,300 and issued 2,528,193 common shares to complete the conversion. In December 2003, the Company exercised its right to require the convertible debenture holders to convert all remaining convertible debentures issued in September 2003 in the amount of $2,470,000 and issued 823,334 common shares to complete the conversion. The Company expensed the entire balance of unamortized beneficial conversion feature and debt discount and charged operations an aggregate, $5.4 million of non-cash interest expense during the six months ended December 31, 2004. In addition, the Company expensed all unamortized deferred financing costs in the amount of $500,000 during the fiscal year ended June 30, 2004 as interest expense.

Each of the foregoing transactions was a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof and/or Regulation D, promulgated thereunder.

13.      Related Party Transaction

In April 2003, the non executive Directors approved a plan to purchase all of the outstanding Series A Preferred Stock from the Company's Chairman and Chief Executive Officer in exchange for loans owed to the Company by the Chairman and for cash. The Company's Series A Preferred Stock provides the holder with the ability to elect a majority of the Company's Board of Directors. The Company and its Chief Executive Officer agreed on a total purchase price for this transaction of $850,000 which represents a discount as compared to the appraised value of the shares of Series A Preferred Stock of $1.1 million which was determined by an independent nationally recognized appraisal and valuation firm. The Company's Board ordered this valuation prior to agreeing upon the purchase price for the shares of Series A Preferred Stock. Of the purchase price paid, approximately $485,000 was credited against certain loans owed to the Company. Of the balance due to the Chief Executive Officer, $70,000 was paid at closing and the balance was paid in monthly installments of $15,000, and was paid in full during the quarter ended September 30, 2004.

14.      Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued FAS No. 151, Inventory Costs–an amendment of ARB No. 43, Chapter 4. This Statement revises the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This standard becomes effective for inventory costs incurred during fiscal years beginning on or after June 15, 2005. The Company does not expect the adoption of FAS No. 151 to have a material effect on its financial statements.

In December 2004, the FASB issued FAS No. 153, Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29 Accounting for Nonmonetary transactions. This Statement revises Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The provisions of this Statement shall be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect the adoption of FAS No. 153 to have a material effect on its financial statements.

In December 2004, the FASB revised FAS No. 123 and issued FAS No. 123R, Share Based Payment. The new statement requires companies to measure and recognize compensation expense associated with share-based payments to employees and directors to be recognized in the financial statements based on their fair values. Stock based payments include employee and director stock option grants. The Company grants options to purchase common stock to its employees under stock option plans at prices equal to the value of the stock the date the options were granted. The Company currently accounts for the options to purchase shares of common stock issued to employees of the Company under the recognition and measurement principles of APB 25, and related interpretations using the fair value method. Accordingly, no compensation expense has been recognized for the options in its consolidated statements of operations. Upon the adoption of SFAS 123R, the Company will be required to apply the provisions of the statement prospectively for any newly issued, modified or settled award after the date of initial adoption. This Statement is effective for all interim or annual periods beginning after June 15, 2005. The Company has not yet adopted this pronouncement and is currently evaluating the expected impact that the adoption of SFAS 123R will have on its consolidated financial position, results of operations and cash flows, which is expected to be material. 

11

15.      Commitments and Contingencies

As described in our report on Form 10-K for the fiscal year ended June 30, 2004, we are involved in the following pending and threatened legal proceedings. We are the defendant in a third party complaint filed by Shore Venture Group, LLC (Shore Venture) in Federal District Court in Pennsylvania. The third party complaint was filed against us on May 7, 2001. Shore Venture is the defendant to an action commenced by Berwyn Capital. The third party complaint alleges a claim for breach of contract and seeks indemnification. A trial was held in October, 2002 and we are currently awaiting the verdict of the judge. Management believes that the claim will not have a material adverse impact on our financial condition, results of operations or cash flows.

We have also been advised of a claim by Shore Venture concerning additional shares of the common stock of our subsidiary, Authentidate, Inc. and one of our patent applications.We have been conducting settlement negotiations with Shore Venture in an effort to resolve all claims between the parties and believed we had reached an agreement in principle. However, we have been unable to agree with Shore Venture on the specific terms of a settlement agreement and negotiations have not yet resulted in a final agreement. If we reach a settlement with Shore Venture that results in our purchase of Shore Venture’s interest in Authentidate in excess of the then fair value of the Authentidate shares, such excess may be recorded as a charge to operations. Based on the settlement negotiations held between the parties to date, management believes that the resolution of all of Shore Venture’s claims will not have a material adverse effect on the Company’s financial condition.

We are engaged in no other litigation which would be anticipated to have a material adverse effect on our financial condition, results of operations or cash flows.

We invested $750,000 in an unaffiliated third party, Health Fusion, Inc. in connection with a strategic relationship we established with this company. The initial investment is being accounted for under the cost method. We will invest an additional $750,000 in Health Fusion, contingent on Health Fusion achieving certain financial and other performance objectives six months from the closing date. This investment occurred on November 23, 2004.

On December 6, 2004, we assumed certain assets and liabilities of Cryptcom Securities Inc. for a purchase price of $125,000. We will be obligated to pay an additional $425,000 to the shareholders of Cryptcom Securities Inc. in the event our operation of the acquired assets generate certain financial measures by December 31, 2006. Additionally, we will be required to pay an “earn out” equal to a percentage of net income based on the performance of the Division commencing on the earlier of December 6, 2007 or the fiscal year immediately following the fiscal year during which the additional purchase price (referenced above) has been earned, and following for a term of five years from either date.

On July 31, 2002, we entered into a strategic alliance agreement with the United States Postal Service to serve as the preferred provider of the USPS Electronic Postmark® (EPM) service. Under the terms of the agreement, our subsidiary, Authentidate, Inc., provides the management, technology and support for the United States Postal Service’s EPM system. The USPS is the vendor of the EPM to the end user. The USPS Electronic Postmark® provides evidence that the content of a document or file existed at a specific date and time and is intended to protect the integrity of the document or file by ensuring that it cannot be altered without detection. The EPM uses our patent pending technology offering highly sophisticated encryption methodology ensuring document authenticity and is intended to be able to be added to any application regardless of the computing platform or operating system.

As previously reported in our annual report Form 10-K, in the period ended June 30, 2004, we did not achieve a revenue metric as required under this agreement with the United States Postal Service. As of December 31, 2004, management believes it is in compliance with this metric. However, no assurances can be given that the United States Postal Service concurs in management’s assessment. The Company and the United States Postal Service have continued to discuss various amendments to the original agreement and we believe these discussions will lead to changes to the contract that the Company and the United States Postal Service will both agree to and which will enable the Company to continue its relationship with the United States Postal Service. If we are unsuccessful in completing these negotiations and should the Company fail to satisfy one or more of the performance metrics under this agreement, the United States Postal Service could, subject to the Company's right to cure any such failure, terminate our agreement.

We have entered into various agreements by which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under which we customarily agree to hold the indemnified party harmless against losses arising from a breach of representations related to such matters as intellectual property rights. Payments by us under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to challenge by us and to dispute resolution procedures specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, the Company has not made any payments under these agreements that have been material individually or in the aggregate. As of December 31, 2004, we were not aware of any obligations under such indemnification agreements that would require material payments.

12

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Item 2.
Executive Overview

We are involved in the development of security software technology, document imaging software products and systems integration services and products. Our products include DocStar document imaging software products, the Authentidate authentication and security software products and services and system integration services and sale of computer products through our DJS subsidiary. We also offer, through our Trac Medical Solutions subsidiary, the CareCert®ES Internet-based medical forms processing service. Our Authentidate segment includes products and services sold by Authentidate, Inc. (including its Cryptcom division as discussed below), Trac Medical Solutions, Inc., and Authentidate International, AG. During the three and six months ended December 31, 2004, we derived approximately $1.1 million and $1.7 million in revenues from our Authentidate segment, respectively. Combined DocStar and DJS segments revenues were $3.7 million and $6.7 million for the three and six months ended December 31, 2004, respectively.

DJS is an authorized sales and support provider for software products such as Microsoft Solutions and Lotus Notes. DJS sells computer hardware and provides software and integration services to businesses to meet their data management needs.

DocStar develops and sells document imaging software and depending on the customer, may bundle the software with computer hardware to offer customers a turn-key solution.

We established our Authentidate subsidiary during the fiscal year ended June 30, 2000 to engage in the business of providing end users with security software technology and services designed to accept and store a digital code through the Internet which enables users to prove the authenticity of the date, time and the content of any electronic document. The Authentidate product was released for sale in May, 2001. We contemplate that product integration development work will be necessary for some applications or customers. We are in the process of selling this product and began to record revenue during the fiscal year ended June 30, 2002. We currently own approximately 98% of Authentidate, Inc.

On July 31, 2002, we entered into a strategic alliance agreement with the United States Postal Service to serve as the preferred provider of the USPS Electronic Postmark® (EPM) service. Under the terms of the agreement, our subsidiary, Authentidate, Inc., provides the management, technology and support for the United States Postal Service’s EPM system. The USPS is the vendor of the EPM to the end user. The USPS Electronic Postmark® provides evidence that the content of a document or file existed at a specific date and time and is intended to protect the integrity of the document or file by ensuring that it cannot be altered without detection. The EPM uses our patent pending technology offering highly sophisticated encryption methodology ensuring document authenticity and is intended to be able to be added to any application regardless of the computing platform or operating system.

As previously reported in our annual report Form 10-K, in the period ended June 30, 2004, we did not achieve a revenue metric as required under this agreement with the United States Postal Service. As of December 31, 2004, management believes it is in compliance with this metric. However, no assurances can be given that the United States Postal Service concurs in management’s assessment. The company and the United States Postal Service have continued to discuss various amendments to the original agreement and we believe these discussions will lead to changes to the contract that the company and the United States Postal Service will both agree to and which will enable us to continue our relationship with the United States Postal Service. If we are unsuccessful in completing these negotiations and should we fail to satisfy one or more of the performance metrics under this agreement, the United States Postal Service could, subject to our right to cure any such failure, terminate our agreement.

Authentidate International sells the Authentidate product in the European marketplace and is currently focusing on the German market. Authentidate International entered into revenue generating agreements with end users and resellers during the 2004 and 2005 fiscal year through which it expects to realize revenue from a combination of installation and transactions fees.

13

Trac Medical Solutions developed a business model to apply the Authentidate technology to the medical supply business relating to the automation and processing of Certificates of Medical Necessity. During the fiscal year ended June 30, 2002, Trac Medical Solutions developed its CareCert™ service and entered into its first revenue-generating agreements during the 2003 fiscal year. In March 2003, we acquired the outstanding minority interest of Trac Medical Solutions (approximately 14%) and now own 100% of Trac Medical Solutions. In February 2004, Trac Medical Solutions entered into an agreement with Homecare Association, LLC pursuant to which Trac Medical Solutions markets its CareCert service directly to the membership community of the American Association for Homecare. In connection with that agreement, Trac Medical Solutions engaged bConnected Software, Inc. to develop an enhanced version of its CareCert service and to provide marketing and reselling services. Trac Medical announced the commercial release of CareCert^® ES during the quarter ended December 31, 2004. Trac Medical Solutions generates revenues through license fees, maintenance fees, the sale of transactions and through professional services.

We have recently undergone significant changes in senior management, with the appointment of a new Chief Executive Officer and Executive Vice President – Chief Administrative Officer during the six months ended December 31, 2004. Subsequent to December 31, 2004, our shareholders elected two new members to the Board of Directors. We are continuing to address the challenges of the markets in which the Authentidate segment operates, while continuing to grow the established businesses, DocStar and DJS.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to new product launches, revenue recognition, bad debts, inventory obsolescence, recoverability of goodwill, other intangible assets, software capitalization and other long-lived assets and deferred tax assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results for which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions.

We believe the following critical accounting policies require significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

The Company recognizes revenue in accordance with SAB 104 (“Revenue Recognition”), SOP 97-2 (“Software Revenue Recognition”) and EITF 00-21 (“Multiple Element Arrangements”) when all of the following conditions are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the vendor's fee is fixed or determinable, and (4) collectibility is probable. Arrangements that contain certain bundled products and services are accounted for under SOP 97-2.

Multiple element arrangements containing a software license element

Software license revenue. We recognize software license revenue in accordance with Statement of Position No. 97-2, “Software Revenue Recognition,” and SOP No. 98-9, “Modification of SOP No. 97-2, Software Revenue Recognition With Respect to Certain Transactions.” For software license sales for which any services rendered are not considered essential to the functionality of the software, we recognize revenue upon delivery of the software, provided (1) there is evidence of an arrangement, (2) collection of our fee is considered probable and (3) the fee is fixed or determinable.  In certain of these arrangements, vendor specific objective evidence of fair value exists to allocate the total fee to all elements of the arrangement.  If vendor specific objective evidence of fair value does not exist for the license element, we use the residual method under SOP No. 98-9 to determine the amount of revenue to be allocated to the license element.

Support and maintenance revenue. Revenue for post-contract customer support and maintenance are recognized ratably over the contract period. Services provided to customers under customer support and maintenance agreements include technical support and unspecified product upgrades and enhancements.

14

Professional services revenue. Revenue derived from arrangements to provide consulting, systems integration, custom application development or training services on a time and materials basis are recognized as the related services are performed. Revenues from professional services provided on a milestone basis are recognized when each milestone is completed.

Multiple element arrangements that do not contain a software element

Revenue from multiple element arrangements that do not contain a software element is recognized in accordance with Staff Accounting Bulletin 104 (“SAB 104”) and Emerging Issues Task Force Issue No. 00-21 (“EITF 00-21”).  These multiple element arrangements are evaluated to determine whether they can be separated into more than one unit of accounting.  A multiple element arrangement is separated into more than one unit of accounting if all of the following criteria are met:  (a) the delivered item has value to the customer on a stand-alone basis; (b) there is objective and reliable evidence of fair value of the undelivered item; and (c) if the arrangement contains a general right of return relative to the delivered item, delivery or performance of the delivered item is considered probable and substantially in our control.  If these criteria are not met, then revenue is deferred until such criteria are met or over the period which the last undelivered element is delivered, which is typically the life of the contract.

Judgments and estimates

Our revenue arrangements are evaluated on a contract-by-contract basis and often require our judgment and estimates that affect the classification and timing of revenue recognized in our statements of operations.  Specifically, we may be required to make judgments about:

• whether the fees associated with our products and services are fixed or determinable;

• whether or not collection of our fees is reasonably assured;

• whether professional services are essential to the functionality of the related software product;

• whether elements in our revenue arrangements have stand-alone value to our customer;

• whether we have verifiable objective evidence of fair value for our products and services.

If other judgments or assumptions were used in the evaluation of our revenue arrangements, the timing and amounts of revenue recognized may have been significantly different.

Warranty

We provide a one year warranty on hardware products that we assemble. On products distributed for other manufacturers, the original manufacturer warrants the product. Trac Medical Solutions provides a warranty to its customers during the term of their agreement that CareCert, when operated in accordance with its specifications, will operate substantially in accordance therewith. Warranty expense was not significant to any of the periods presented.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventory

We write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of the inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write downs may be required.

Software Development Costs

We capitalize software development costs when technological feasibility has been established.

Goodwill

We have capitalized goodwill related to our acquisitions of Authentidate, Inc., Authentidate International AG and Trac Medical Solutions, Inc., for which the recoverability of such capitalized goodwill is highly dependent on the future success of the marketing and sales of such product. If the product is not well received by the market place and our future forecasted revenue and profitability from such product launch is less than anticipated, the carrying value of goodwill and other long-lived assets may require an impairment charge in fiscal 2005.

15

Investment

We made an investment in a start-up company which has incurred losses since inception. If the investee does not achieve profitability or obtain additional financing in the near future, our investment may become impaired and result in a charge to operations.

Deferred Tax Assets

We record a full valuation against our deferred tax assets when we believe it is more likely than not that such deferred tax assets will not be realized.

The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and notes contained elsewhere in this Form 10-Q.

Results of Operations
Three and six months ended December 31, 2004 compared to three and six months ended December 31, 2003.

The Company realized a consolidated net loss of $4,920,116 ($.15 per share) and $7,826,205 ($.23 per share) for the three and six months ended December 31, 2004 compared to a consolidated net loss of $7,823,689 ($.32 per share) and $9,523,708 ($.43 per share) for the three and six months ended December 31, 2003.

As reported in Footnote 5 (Segment Information) to the Consolidated Financial Statements appearing in this Form 10-Q, the net loss is the result of losses incurred primarily by the Company’s Authentidate segment. Our Authentidate segment has incurred significant sales, marketing, development and general administrative expenses this year and last in an effort to complete the product development efforts, generate sales and develop a market for its products.

The consolidated net loss for the three months ended December 31, 2004 is approximately $2.9 million less than it was for the same period last year. The Company had approximately $5.6 million in non-cash interest expense related to conversions of debentures and which included approximately $300,000 of amortization expense related to such debt (see Footnote 12) during the three months ended December 31, 2003 (corporate expenses); the Company had no such expense during the same period in 2004. Additionally, there was an increase in the loss in the Authentidate segment of approximately $1.8 million comparing current year second quarter to prior year second quarter. The increase was primarily due to increased personnel costs ($1.0 million) and consultant costs ($1.2 million) in the current year, offset against insignificant decreases in other various categories. The Corporate Division incurred new severance costs of $1.1 million, while incurring none in the prior year. DocStar segment profit increased approximately $5,000, while DJS segment profit decreased approximately $22,000 for the three months ended December 31, 2004, compared to the three months ended December 31, 2003.

The consolidated net loss for the six months ended December 31, 2004 is approximately $1.7 million less than it was for the same period last year. The Company had approximately $5.9 million in non-cash interest expense related to conversions of debentures (see footnote 12) during the six months ended December 31, 2003 (corporate expenses); the Company had no such expense during the same period in 2004. Additionally, there was an increase in the loss in the Authentidate segment of approximately $2.6 million comparing current year to prior year. The increase was primarily due to increased personnel costs ($1.4 million) and consulting expense ($1.5 million) in the current year, offset against insignificant decreases in other various categories. Additionally, the Corporate Division incurred new severance costs of $1.1 million. DocStar segment profit increased approximately $91,000 due to higher sales than prior year, while DJS segment profit remained unchanged for the six months ended December 31, 2004, compared to the six months ended December 31, 2003.

Consolidated sales were $4,761,727 and $8,424,125 for the three and six months ended December 31, 2004, respectively; consolidated sales were $4,029,068 and $7,300,291 for the three and six months ended December 31, 2003, respectively. The increase versus the prior year for both periods is a result of an increase in Authentidate and DocStar segment sales, offset by a decline in DJS low margin hardware sales.

Consolidated gross profit for the three months ended December 31, 2004 and 2003 was $2,268,598 and $1,626,252, respectively, while the consolidated gross profit for the six months ended December 31, 2004 and 2003 was $3,971,211 and $2,852,535, respectively. The consolidated gross profit margin was 47.6% and 40.4% for the three months ended December 31, 2004 and 2003; the consolidated gross profit margin was 47.1% and 39.1% for the six months ended December 31, 2004 and 2003, respectively. Gross profit margin is defined as gross profit as a percentage of sales. The increase for both periods comparing current year to prior year results from increased sales in the Authentidate segment.

16

Selling, general and administrative expenses (S,G&A) consist of all other Company expenses except product development costs and interest. S,G&A expenses amounted to $6,962,081 and $3,246,924 for the three months ended December 31, 2004 and 2003, and $11,171,438 and $5,943,997 for the six months ended December 31, 2004 and 2003. The largest increase was in the Authentidate segment which incurred increased personnel costs ($1.0 million and $1.4 million for the three and six months ended December 31, 2004, respectively), along with additional consulting costs ($1.2 million and $1.5 million for the three and six months ended December 31, 2004). The Corporate Division also had new severance costs of $1.1 million during both the three and six months ended December 31, 2004.

As a percentage of net sales, S,G&A costs were 146.2% and 132.6 % for the three and six months ended December 31, 2004, respectively, and 80.6% and 81.4% for the three and six months ended December 31, 2003. This percentage increase is primarily due to the increase in SG&A expenses for the Authentidate segment as discussed above.               

Interest expense was $4,615 and $8,813 for the three and six months ended December 31, 2004 and 2003, respectively, compared to $5,724,704 and $6,182,160 for the three and six months ended December 31, 2003, respectively. The decrease is due to non-cash interest expense on convertible debentures which were written off due to conversion to common stock which occurred in fiscal 2004, which is more fully discussed in the footnotes contained herein.

Product development expenses, excluding capitalized costs, primarily relate to software development for the Authentidate segment. For the three month period December 31, 2004, these costs increased to $600,073, as compared to $500,487 the same period last year; for the six month period ended December 31, 2004, these costs were $1,301,347 compared to $1,080,027 for the same period in prior year. We have a policy of capitalizing qualified software development costs after technical feasibility has been established and amortizing those costs over three years as cost of goods sold. The amortization expense of software development costs amounted to approximately $79,000 and $161,000 for the three and six months ended December 31, 2004. Amortization expense of software development costs amounted to approximately $54,000 and $134,000 for the three and six months ended December 31, 2003.

Liquidity and Capital Resources

Overview

Our primary sources of funds to date have been the issuance of equity and the incurrence of third party debt. The principal balance of long-term debt at December 31, 2004 totaled $108,000, which relates to a note payable to the Empire State Development Corporation for the repayment of a grant, as more fully described below. Other long term liabilities relate to severance accruals.

In February 2004, we sold a total of 5,360,370 common shares in private placements pursuant to Section 4(2) of the Securities Act and Rule 506, promulgated thereunder. We realized gross proceeds of approximately $73,700,000 from these transactions and received net proceeds of approximately $69,100,000 after payment of offering expenses and broker commissions.

Our DJS subsidiary has a $2.5 million revolving line of credit with a financial institution collateralized by all assets of DJS and guaranteed by Authentidate Holding Corp. The agreement restricts DJS from making cash advances to AHC, without obtaining a waiver from the financial institution. The interest rate is prime plus 1.75% with a minimum prime rate of 7%. DJS may borrow on this line based on a formula of qualified accounts receivable and inventory. The outstanding balance on this line of credit is $407,696 at December 31, 2004.

Property, plant and equipment expenditures totaled $510,729 and capitalized software development expenditures totaled $161,451 for the six months ended December 31, 2004, respectively. There are no significant purchase commitments outstanding.

In June 1999, the Company completed construction of a new office and production facility in Schenectady, New York for approximately $2,300,000 which was financed with a $1,000,000 grant from the Empire State Development Corporation (ESDC) (an agency of New York state) and a mortgage loan from a local financial institution. The grant stipulated that the Company was obligated to achieve certain annual employment levels between January 1, 2002 and January 1, 2004 or some or all of the grant will have to be repaid. Although we had not achieved the agreed upon employment levels, we reached an agreement with the ESDC in fiscal 2004 to restructure the grant terms relating to this covenant. We agreed to repay $268,000 of the grant amount at the rate of $10,000 per month, interest free, in consideration of the ESDC’s agreement to permanently reduce our employment level requirement to 99. At December 31, 2004 the amount due ESDC was $108,000 and is included in debt on the balance sheet. As a result of this arrangement, we recorded $732,000 as other income in the Corporate Division during fiscal year ended June 30, 2004.

17

Cash Flows

Our unrestricted cash and cash equivalents balance at December 31, 2004 was $67,527,016 and total assets were $90,006,073 compared to cash and cash equivalents of $73,989,823 and total assets of $94,236,876 at June 30, 2004. Our unrestricted cash balance at December 31, 2003 was $7,757,986 and our total assets as of such date was $29,004,710. The increase from the six months ended December 31, 2003 to the six months ended December 31, 2004 is due to the completion of private financings during the fiscal year ended June 30, 2004, offset by our operating losses. We used $5,622,599 of cash in operating activities during the six months ended December 31, 2004. This compares to cash used in operating activities of $1,777,840 for the same period last year. Total cash flow used by all activities was $6,462,807 for the six months ended December 31, 2004 compared to net cash provided of $4,297,540 for the six months ended December 31, 2003. This decrease in cash and cash equivalents during the six months ended December 31, 2004 is mainly due to the Company’s operating activities ($5,622,599), primarily the net loss, which was $7,826,205. This was coupled with investing outflows relating to property, plant and equipment ($510,729), software development costs ($161,451), other intangible assets ($403,000), other long term assets ($22,501), and an investment ($750,000). We invested $750,000 in an unaffiliated third party, Health Fusion, Inc. in connection with a strategic relationship we established with this company. We will invest an additional $750,000 in Health Fusion, provided it achieves certain financial and other performance objectives six months from the closing date. This investment occurred on November 23, 2004. The increase in cash during the six months ended December 31, 2003 is mainly due to the sale of convertible debentures of $2,369,622, stock options & warrants exercised of $5,695,178, offset by cash used in operations totaling $1,777,840.

To date we have been largely dependent on our ability to sell additional shares of our common stock or other securities to obtain financing to fund our operating deficits. Under our current operating plan to introduce the Authentidate technology, our ability to improve operating cash flow has been highly dependent on the market acceptance of our products. We believe we have enough cash and cash equivalents to support our operations for at least the next twelve months.

Our future capital requirements may vary materially from those now planned. The amount of capital that we will need in the future will depend on many factors, including:

• our relationships with suppliers and customers;

• the market acceptance of our products;

• the levels of promotion and advertising that will be required to launch our new products and achieve and maintain a competitive position in the marketplace;

• price discounts on our products to our customers;

• our pursuit of strategic transactions;

• our business, product, capital expenditure and research and development plans and product and technology roadmaps;

• the levels of inventory and accounts receivable that we maintain;

• capital improvements to new and existing facilities;

• technological advances; and

• our competitors’ response to our products.

Financing Activities

During the 2004 fiscal year we completed the private financings described below in order to address our working capital needs.

On September 12, 2003, we completed the sale of $2,470,000 of our securities to certain accredited investors pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D, promulgated thereunder. We received net proceeds of approximately $2,300,000, after paying all fees and expenses. We have applied these proceeds to working capital and general corporate purposes. In the transaction, we sold $2,470,000 of convertible debentures to the investors and warrants to purchase an aggregate of 247,000 shares of common stock. The debentures are convertible into shares of our common stock at an initial conversion price of $3.00 per share and the warrants are exercisable into shares of common stock at an initial price of $3.00 per share. The other terms and conditions of the debentures and warrants are the same as set forth in the debentures and warrants issued in the first tranche of this transaction in October 2002. As previously discussed, the convertible debentures issued in this transaction were converted into shares of common stock during the fiscal quarter ended December 31, 2003.

18

We also issued warrants to purchase an aggregate of 49,400 shares of common stock to certain consultants for services rendered in connection with this transaction which are exercisable at $3.00 per share. The consultants also received a cash fee equal to 6% of the gross proceeds we received.

Further, on September 22, 2003, we completed the sale of 166,667 shares of common stock to an additional accredited investor pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D, promulgated thereunder for $500,000. We have applied these proceeds to working capital and general corporate purposes. In addition, we also issued warrants to purchase an aggregate of 50,000 shares of common stock to the investor in this transaction. The per share purchase price of the common stock and the per share exercise price of the warrants is $3.00. The investor also agreed to a twelve-month “lock-up” provision restricting the resale of the securities, which expired in September 2004. We also issued warrants to purchase an aggregate of 10,000 shares of our common stock to a consultant for services rendered in connection with this transaction which are exercisable at $3.00 per share. The consultants also received a cash fee equal to 6% of the gross proceeds we received.

In February 2004, we completed private offerings of our common stock to certain accredited investors pursuant to Section 4(2) of the Securities Act of 1933, as amended and Regulation D, promulgated thereunder. We sold a total of 5,360,370 common shares at a price of $13.75 per share and realized gross proceeds of $73,705,000. After payment of offering expenses and broker commissions we realized approximately $69.1 million in net proceeds. We have been and will continue to use the proceeds to strengthen our balance sheet as well as for sales and marketing activities and general corporate purposes.

The securities sold in each of the foregoing transactions were restricted securities under the terms of Regulation D and may not be transferred or resold for a period of one year, except pursuant to registration under the Securities Act or an exemption thereunder. Pursuant to registration rights agreements entered into with the investors in these financings, registration statements were filed with and declared effective by the Securities and Exchange Commission registering the shares of common stock sold in or issuable pursuant to these transactions.

Other Matters

The events and contingencies described below have or may have impacted our liquidity and capital resources.

During the quarter ended December 31, 2003, we exercised our right to require the holders of an aggregate amount of $8,895,300 of convertible debentures to convert the entire outstanding principal amount of their debentures into shares of our common stock. The conversion of these debentures has resulted in our issuance of an aggregate amount of 3,351,527 shares of our common stock to the holders of the debentures. The specific debentures subject to this conversion requirement are an aggregate principal amount of $3,700,000 of convertible debentures issued in October 2002, an aggregate principal amount of $2,725,300 of convertible debentures issued in May 2003 and an aggregate principal amount of $2,470,000 of convertible debentures issued in September 2003. We expensed the debt discount as interest expense related to these debenture issues during the quarter ended December 31, 2003. During the year ended June 30, 2004 and prior to the conversions, we recognized approximately $300,000 of amortization expense related to the beneficial conversion feature and debt discount. During the year ended June 30, 2004, upon conversion, we expensed the entire balance of unamortized beneficial conversion feature and debt discount and charged approximately $5.1 million to interest expense, all of which is a non cash interest charge. In addition, we expensed all unamortized deferred financing costs related to these three debenture issues during the year ended June 30, 2004, in the amount of approximately $500,000 as interest expense. We will save approximately $623,000 in interest payments annually as a result of these conversions.

Presently, 28,000 shares of our Series B Preferred Stock, originally issued in a private financing in October 1999, remain outstanding. As of October 1, 2004, our right to redeem the outstanding 28,000 shares of Series B Preferred Stock is vested. Accordingly, we have the right to repurchase such shares at a redemption price equal to $25.00 per share, plus accrued and unpaid dividends. The holder, however, has the right to convert these shares of preferred stock into an aggregate of 500,000 shares of our common stock at a conversion rate of $1.40. In the event we elect to redeem these securities, the holder will be able to exercise its conversion right subsequent to the date that we issue a notice of redemption but prior to the deemed redemption date as would be set forth in such notice.

19

We are the defendant in a third party complaint filed by Shore Venture Group, LLC in Federal District Court in Pennsylvania. The third party complaint was filed against us on May 7, 2001. Shore Venture is the defendant to an action commenced by Berwyn Capital. The third party complaint alleges a claim for breach of contract and seeks indemnification. A trial was held in October, 2002 and we are currently awaiting the verdict of the judge. Management believes that the claim will not have a material adverse impact on our financial condition, results of operations or cash flows.

We have also been advised of a claim by Shore Venture Group concerning additional shares of the common stock of our subsidiary, Authentidate, Inc. and one of our patent applications. We are continuing to conduct settlement negotiations with Shore Venture in an effort to resolve all claims between the parties. If the settlement results in our purchase of Shore Venture’s interest in Authentidate in excess of the then fair value of the Authentidate shares, such excess may be recorded as a charge to operations. Based on the settlement negotiations held between the parties to date, management believes that the resolution of all of our claims with Shore Venture will not have a materially adverse effect on our financial condition.

As we previously announced, effective November 15, 2004, John T. Botti no longer serves as our President and Chief Executive Officer. In connection with an employment agreement we entered into with Mr. Botti, effective July 1, 2003, we are obligated to pay Mr. Botti certain severance benefits (unless he is terminated for cause or resigns for other than “good reason”), including (a) all compensation accrued but not paid as of the termination date; (b) the greater of (i) his base salary to the termination date or (ii) a severance payment equal twenty-four months of his base salary, including any regularly scheduled increases in the base salary; (c) continued participation in our benefit plans; (d) accelerated vesting of all options granted to him; and (e) continuation of the exercise period in which he may exercise such options up to the duration of the original term of the option. Further, as reported on our Current Report on Form 8-K for December 7, 2004, John T. Botti informed the Board of Directors that he will retire from his position as Chairman of the Board at our annual meeting of stockholders, which was held on January 20, 2005. On February 7, 2005, we entered into an Agreement and Release (the “Agreement”) with Mr. Botti. Pursuant to the Agreement, we will pay him the severance payments as described above and agreed to retain Mr. Botti to provide consulting services to us for a period of one year. Under this consulting arrangement and in accordance with the terms of a separate consulting agreement, we agreed to pay Mr. Botti a monthly retainer of $10,000 in consideration of his provision of such services as may be requested by our Chief Executive Officer. The foregoing description of the Agreement and consulting agreement is qualified in its entirety by reference to the provisions of the Agreement and consulting agreement attached as Exhibits 10.2 and 10.3, respectively, to this Quarterly Report on Form 10-Q. The severance benefits have been accrued and are expected to be paid over the next two years.

In addition, as we previously announced on our Current Report on Form 8-K for December 20, 2004, effective December 31, 2004, Mr. Peter Smith is no longer serving as our Executive Vice President – Chief Operating Officer. In connection with our employment arrangement with Mr. Smith, we are obligated to pay him a severance benefit of up to twelve months of his base salary unless he is terminated for cause. On February 8, 2005 we entered into an Agreement and Release with Mr. Smith in order to more specifically describe our severance obligations. Pursuant to this agreement, we will pay Mr. Smith a severance payment equal to his base salary for a period of up to twelve months. If Mr. Smith commences new full-time employment on or before June 30, 2005, our severance obligation will expire on June 30, 2005. If he commences full-time employment thereafter, our severance obligation will cease on the date he commences such new employment. However, our obligation will expire on December 31, 2005 in the event Mr. Smith does not secure new full-time employment prior to such date. The benefits have been accrued for in the current period and are expected to be paid over the next six to twelve months. The foregoing description of this severance agreement is qualified in its entirety by reference to the provisions of the severance agreement attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q.

Contractual Commitments

Following is a summary of the contractual commitments associated with our debt and lease obligations, as well as our accrued severance as of December 31, 2004:

	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long term debt obligations	$	108,000	$	108,000		—		—		—
Operating leases		839,206		266,499		572,707		—		—
Capital leases		59,310		43,233		16,077		—		—
Accrued severance		1,221,114		724,189		496,925		—		—
Total	$	2,227,630	$	1,141,921	$	1,085,709	$	0	$	0

We invested $750,000 in an unaffiliated third party, Health Fusion, Inc. in connection with a strategic relationship we established with this company. We will invest an additional $750,000 in Health Fusion, contingent on Health Fusion achieving certain financial and other performance objectives six months from the closing date. This investment occurred on November 23, 2004.

On December 6, 2004, we assumed certain assets and liabilities of Cryptcom Securities Inc. for a purchase price of $125,000. We will be obligated to pay an additional $425,000 to former shareholders of Cryptcom Securities Inc. in the event our operation of the acquired assets generate certain financial measures by December 31, 2006. Additionally, we will be required to pay an “earn out” equal to a percentage of net income based on the performance of the Division commencing on the earlier of December 6, 2007 or the fiscal year immediately following the fiscal year during which the additional purchase price (referenced above), has been earned, and following for a term of five years from either date.

20

Off-Balance Sheet Arrangements

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating parts of our business that are not consolidated into our financial statements. We do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availability of our capital resources. We have entered into various agreements by which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under which we customarily agree to hold the indemnified party harmless against losses arising from a breach of representations related to such matters as intellectual property rights. Payments by us under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to challenge by us and to dispute resolution procedures specified in the particular contract. Further, our obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. As of December 31, 2004, we were not aware of any obligations under such indemnification agreements that would require material payments.

Effects of Inflation and Changing Prices

The impact of general inflation on our operations has not been significant to date and we believe inflation will continue to have an insignificant impact on us. However, price deflation in the major categories of components we purchase for DocStar has been substantial and is anticipated to continue through fiscal 2005. Typically, new components such as new generations of microprocessors and new optical disk drive technologies etc. are introduced at premium prices, by its vendors. During this period, we earn lower margins on our products. As the life cycle progresses competitive pressures could force vendor prices down and thus improve our profit margins. We do not believe that competitive pressures will require us to lower our DocStar selling price. Because much of DJS's business is service-related, price deflation has less of an impact on DJS's profits. We do not believe that the impact of inflation will have a significant impact on our Authentidate business lines.

Present Accounting Standards Not Yet Adopted

In November 2004, the Financial Accounting Standards Board (FASB) issued FAS No. 151, Inventory Costs–an amendment of ARB No. 43, Chapter 4. This Statement revises the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This standard becomes effective for inventory costs incurred during fiscal years beginning on or after June 15, 2005. We do not expect the adoption of FAS No. 151 to have a material effect on our financial statements.

In December 2004, the FASB issued FAS No. 153, Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29 Accounting for Nonmonetary transactions. This Statement revises Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The provisions of this Statement shall be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We do not expect the adoption of FAS No. 151 to have a material effect on our financial statements.

In December 2004, the FASB revised FAS No. 123 and issued FAS No. 123R, Share Based Payment. The new statement requires companies to measure and recognize compensation expense associated with share-based payments to employees and directors to be recognized in the financial statements based on their fair values. Stock based payments include employee and director stock option grants. We grant options to purchase common stock to our employees under stock option plans at prices equal to the value of the stock the date the options were granted. We currently account for the options to purchase shares of common stock issued to our employees under the recognition and measurement principles of APB 25, and related interpretations using the fair value method. Accordingly, no compensation expense has been recognized for the options in our consolidated statements of operations. Upon the adoption of SFAS 123R, we will be required to apply the provisions of the statement prospectively for any newly issued, modified or settled award after the date of initial adoption. This Statement is effective for all interim or annual periods beginning after June 15, 2005. We have not yet adopted this pronouncement and are currently evaluating the expected impact that the adoption of SFAS 123R will have on our consolidated financial position, results of operations and cash flows, which is expected to be material. 

21

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have approximately $66 million invested in high quality, short term investments as of December 31, 2004. We do not believe that any of our financial instruments have significant risk associated with market sensitivity. We are not exposed to significant financial market risks from changes in foreign currency exchange rates and are only minimally impacted by changes in interest rates. However, in the future, we may enter into transactions denominated in non-U.S. currencies or increase the level of our borrowings, which could increase our exposure to these market risks. We have not used, and currently do not contemplate using, any derivative financial instruments.

Interest Rate Risk

At any time, fluctuations in interest rates could affect interest earnings on our cash and cash equivalents. We believe that the effect, if any, of reasonably possible near term changes in interest rates on our financial position, results of operations, and cash flows would not be material. Currently, we do not hedge these interest rate exposures. The primary objective of our investment activities is to preserve capital. We have not used derivative financial instruments in our investment portfolio.

At December 31, 2004, our unrestricted cash and cash equivalents totaled $67,527,016, most of which was invested in asset backed short term investments and money market accounts. The remainder of our cash was in non-interest bearing checking accounts used to pay operating expenses.          

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our chief executive officer and chief financial officer, conducted an evaluation of our “disclosure controls and procedures” (as defined in Securities Exchange Act of 1934 (the “Exchange Act”) Rules 13a-14(c)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that all material information required to be filed in this Quarterly Report on Form 10-Q has been made known to them in a timely fashion.

Changes in Internal Controls Over Financial Reporting

We are currently undergoing a comprehensive effort in preparation for compliance with Section 404 of the Sarbanes-Oxley Act of 2002. This effort includes the documentation, testing and review of our internal controls under the direction of senior management. During the course of these activities, senior management has not identified any weaknesses that it believes are material, but management has identified certain aspects of its internal control over financial reporting that can be improved. As a result, we have made enhancements to our internal control over financial reporting and will continue to do so if appropriate. These enhancements include further formalization of our policies and procedures, improving the segregation of duties, controls over the authorization of transactions and the addition of an internal auditor and other personnel. No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

22

Part II Other Information

Item 1. Legal Proceedings:

As described in our report on Form 10-K for the fiscal year ended June 30, 2004, we are involved in the following pending and threatened legal proceedings. We are the defendant in a third party complaint filed by Shore Venture Group, LLC (Shore Venture) in Federal District Court in Pennsylvania. The third party complaint was filed against us on May 7, 2001. Shore Venture is the defendant to an action commenced by Berwyn Capital. The third party complaint alleges a claim for breach of contract and seeks indemnification. A trial was held in October, 2002 and we are currently awaiting the verdict of the judge. Management believes that the claim will not have a material adverse impact on our financial condition, results of operations or cash flows.

We have also been advised of a claim by Shore Venture concerning additional shares of the common stock of our subsidiary, Authentidate, Inc. and one of our patent applications.We have been conducting settlement negotiations with Shore Venture in an effort to resolve all claims between the parties and believed we had reached an agreement in principle. However, we have been unable to agree with Shore Venture on the specific terms of a settlement agreement and negotiations have not yet resulted in a final agreement. If we reach a settlement with Shore Venture that results in our purchase of Shore Venture’s interest in Authentidate in excess of the then fair value of the Authentidate shares, such excess may be recorded as a charge to operations. Based on the settlement negotiations held between the parties to date, management believes that the resolution of all of Shore Venture’s claims will not have a material adverse effect on the Company’s financial condition.

We are engaged in no other litigation which would be anticipated to have a material adverse effect on our financial condition, results of operations or cash flows.

Item 2. Changes in Securities

(a)      Sales of Unregistered Securities.

     As previously reported on our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, effective October 4, 2004 we issued an aggregate of 250,000 common stock purchase warrants to a consultant in partial consideration for services to be provided by such person under a consulting agreement entered into with such consultant as of such date. The warrants are exercisable as follows:

Warrant No.	Number of Shares	Exercise Price	Exercisable as of	Expiration Date
1	100,000	$15.00	October 4, 2004	October 4, 2008
2	30,000	$16.00	November 4, 2004	October 4, 2008
3	30,000	$17.00	December 4, 2004	October 4, 2008
4	30,000	$18.00	January 4, 2005	October 4, 2008
5	30,000	$19.00	February 4, 2005	October 4, 2008
6	30,000	$20.00	March 4, 2005	October 4, 2008

The holder was also granted demand and piggyback registration rights for the shares of common stock issuable upon exercise of the warrants. The issuance of these warrants was exempt from registration under the Securities Act of 1933, as amended, under Section 4(2) thereof.

(b) Not applicable.

(c) Repurchase of Equity Securities.

We did not repurchase any of our equity securities during the fiscal quarter ended December 31, 2004.

Item 3. Defaults Upon Senior Securities:

None

Item 4. Submission of Matters to a Vote of Securities Holders:

None

Item 5. Other Information:

On October 27, 2004, we issued a press release announcing that Mr. Surendra Pai has been named as our President and Chief Executive Officer, effective November 15, 2004. Effective October 27, 2004, Mr. Pai was also appointed to our Board of Directors. We entered into a two-year employment agreement with Mr. Pai, dated October 27, 2004 and effective November 15, 2004, pursuant to which Mr. Pai will serve as our Chief Executive Officer and President. The terms and conditions of Mr. Pai’s employment agreement were disclosed in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 1, 2004.

23

As reported in our Current Report on Form 8-K for October 27, 2004, our Board of Directors also determined to change our fiscal year from December 31 back to June 30 commencing with the fiscal year ending June 30, 2005. In light of the fact that we have historically reported our financial statements on the basis of a June 30 fiscal year and filed an Annual Report on Form 10-K for the fiscal year ended June 30, 2004 on September 13, 2004, we will continue to file all periodic reports under the Securities and Exchange Act of 1934, as amended, on the basis of a June 30 fiscal year end.

As we previously announced, effective November 15, 2004, John T. Botti no longer serves as our President and Chief Executive Officer. In connection with an employment agreement we entered into with Mr. Botti, effective July 1, 2003, we are obligated to pay Mr. Botti certain severance benefits (unless he is terminated for cause or resigns for other than “good reason”), including (a) all compensation accrued but not paid as of the termination date; (b) the greater of (i) his base salary to the termination date or (ii) a severance payment equal twenty-four months of his base salary, including any regularly scheduled increases in the base salary; (c) continued participation in our benefit plans; (d) accelerated vesting of all options granted to him and (e) continuation of the exercise period in which he may exercise such options up to the duration of the original term of the options. Further, as reported on our Current Report on Form 8-K for December 7, 2004, John T. Botti informed the Board of Directors that he will retire from his position as Chairman of the Board at our annual meeting of stockholders, which was held on January 20, 2005. On February 7, 2005, we entered into an Agreement and Release (the “Agreement”) with Mr. Botti. Pursuant to the Agreement, we will pay him the severance payments as described above and agreed to retain Mr. Botti to provide consulting services to us for a period of one year. Under this consulting arrangement and in accordance with the terms of a separate consulting agreement, we agreed to pay Mr. Botti a monthly retainer of $10,000 in consideration of his provision of such services as may be requested by our Chief Executive Officer. The foregoing description of the Agreement and consulting agreement is qualified in its entirety by reference to the provisions of the Agreement and consulting agreement attached as Exhibits 10.2 and 10.3, respectively, to this Quarterly Report on Form 10-Q.

On December 13, 2004, we issued a press release announcing that the Nominating and Corporate Governance Committee of our Board of Directors nominated Mr. Roger O. Goldman and Mr. Ranjit C. Singh to stand for election to the Board at our annual meeting of stockholders, which was held on January 20^th, 2005. As announced in our Current Report on Form 8-K filed on January 28^th , 2005, Messrs. Goldman and Singh were elected to our Board of Directors along with the six additional nominees which our shareholders were asked to approve.

In addition, as we previously announced on our Current Report on Form 8-K for December 20, 2004, effective December 31, 2004, Mr. Peter Smith is no longer serving as our Executive Vice President – Chief Operating Officer. In connection with our employment arrangement with Mr. Smith, we are obligated to pay him a severance benefit of up to twelve months of his base salary unless he is terminated for cause. On February 8, 2005 we entered into an Agreement and Release with Mr. Smith in order to more specifically describe our severance obligations. Pursuant to this agreement, we will pay Mr. Smith a severance payment equal to his base salary for a period of up to twelve months. If Mr. Smith commences new full-time employment on or before June 30, 2005, our severance obligation will expire on June 30, 2005. If he commences full-time employment thereafter, our severance obligation will cease on the date he commences such new employment. However, our obligation will expire on December 31, 2005 in the event Mr. Smith does not secure new full-time employment prior to such date. The foregoing description of this severance agreement is qualified in its entirety by reference to the provisions of the severance agreement attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q.

Pursuant to Section 10A(i)(2) of the Securities Exchange Act of 1934, we are responsible for listing the non-audit services approved in the first quarter of 2004 by our Audit Committee to be performed by PricewaterhouseCoopers LLP, our external auditor. Each of the permitted non-audit services has been pre-approved by the Audit Committee or the Audit Committee's Chairman pursuant to delegated authority by the Audit Committee. During the first quarter of 2004, the Audit Committee pre-approved the following non-audit services anticipated to be performed by PricewaterhouseCoopers LLP: tax consulting in connection with certain corporate initiatives, including structuring a joint venture and in determining state and local tax treatments for revenues derived from electronic postmark and CareCert transactions.

Item 6. Exhibits:

(a) Exhibits

The exhibits designated with an asterisk (*) are filed herewith. All other exhibits have been previously filed with the Commission and, pursuant 17 C.F.R. § 230.411, are incorporated by reference to the document referenced in brackets following the description of such exhibits.

Exhibit No.
10.1	Employment Agreement between Authentidate Holding Corp. and Surendra Pai (Filed as Exhibit 10.1 to Current Report on Form 8-K dated October 27, 2004)
*10.2	Agreement and Release between Authentidate Holding Corp. and John T. Botti, dated February 7, 2005.
*10.3	Consulting Agreement between Authentidate Holding Corp. and John T. Botti dated as of February 1, 2005
*10.4	Agreement and Release between Authentidate Holding Corp. and Peter R. Smith, dated February 8, 2005
*31.1	Certification of Chief Executive Officer
*31.2	Certification of Chief Financial Officer
*32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

24

SAFE HARBOR STATEMENT

Certain statements in this Form 10-Q, including information set forth under Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act). We desire to avail ourself of certain “safe harbor” provisions of the Act and is therefore including this special note to enable us to do so. Forward-looking statements in this Form 10-Q or hereafter included in other publicly available documents filed with the Securities and Exchange Commission, reports to our stockholders and other publicly available statements issued or released by us involving known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such future results are based upon our management’s best estimates based upon current conditions and the most recent results of operations. These risks include, but are not limited to risks associated with the market acceptance of the DocStar, Authentidate and related product lines, competition, pricing, technological changes, technological implementation of the Authentidate business plan and other risks as discussed in our filings with the Securities and Exchange Commission, in particular our Annual Report on Form 10-K for the year ended June 30, 2004 and registration statements we have filed and which have been declared effective by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, all of which risk factors could adversely affect our business and the accuracy of the forward-looking statements contained herein.                    

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 thereunto duly authorized.

	AUTHENTIDATE HOLDING CORP.
February 9, 2005	/s/ Surendra Pai
DATE	SURENDRA PAI
	PRESIDENT & CHIEF EXECUTIVE OFFICER
	/s/ Dennis H. Bunt
	DENNIS H. BUNT
	CHIEF FINANCIAL OFFICER

EX-10.2

Exhibit 10.2

 AGREEMENT AND RELEASE

CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE.

BY SIGNING THIS AGREEMENT AND RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

Agreement between Authentidate Holding Corp., its stockholders (solely in their capacity as stockholders of Authentidate Holding Corp.), subsidiaries, affiliates, divisions, successors and assigns, their respective past and present officers, directors, employees, agents, attorneys, whether as individuals or in their official capacity, and each of their respective successors and assigns (hereinafter collectively referred to as “AHC” or the “Company”) and by his own free will, John T. Botti (“Botti” or “Employee”).

WHEREAS, Botti has been an employee of AHC, and

WHEREAS, Botti has been employed pursuant to a written employment agreement dated as of July 1, 2003 (the “Employment Agreement”); and

WHEREAS, Employee and AHC each desire an amicable cessation of the employment relationship,

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, Employee and AHC (who hereinafter collectively may be referred to as the “Parties”) hereby agree as follows:

1.     Employee acknowledges and agrees that effective the close of business January 20, 2005, Employee’s employment is terminated (the “Termination Date”.)

2.     In consideration for Employee’s execution of this Agreement, and in consideration for the release of claims against AHC, the Company will pay or provide to Employee the following:

a.      Solely for the purpose of determining the benefits under Article IX of the Employment Agreement, Employee’s termination shall be deemed a termination without cause within the contemplation of Section 9.3 (d) of the Employment Agreement.

b.      Employee shall be entitled to receive, in accordance with the terms of Section 9.3(d) of the Employment Agreement, the Severance Benefit and the Continuation Benefits.

c.      The Company shall continue to provide an automobile for the use of the Employee until June 30, 2005, the expiration date of the lease for the vehicle currently furnished by the Company to the Employee. The Company shall continue to pay the lease payment, not to exceed $1,000 per month, plus pay Employee such amount of cash as is necessary to enable the Employee to pay all income taxes associated with such automobile allowance, as currently required by Section 5.2 of the Employment Agreement. Upon the conclusion of the lease, the Company shall be responsible to pay any charges in connection with the termination of the lease in accordance with the Company’s current policy, which consist of damage and mileage overage charges (the “Surrender Charges”.) In addition, the Company hereby grants the Employee the right to exercise the lessee’s right to purchase the vehicle at the termination of the lease, and in the event the Employee elects to exercise this right, the Company will contribute $6,000 toward such purchase, in addition to the Surrender Charges.

d.      Solely for the purpose of determining the vesting of Employee’s stock options pursuant to Section 11.2 of the Employment Agreement, Employee’s termination shall be deemed a termination without cause, and the conditions to the vesting of any outstanding stock options granted to the Employee under any of the Company’s stock option plans, shall be deemed void and all such incentive awards shall be immediately and fully vested as of the date of this agreement and the terms of the awards shall be deemed amended to provide that the awards shall remain exercisable for the duration of their original term.

3.     Benefits:

a.      Group health benefits will continue as Continuation Benefits as provided in Section 1.4 of the Employment Agreement, and except as otherwise expressly provided in this Agreement, Employee will not be entitled to receive any other benefits after the Termination Date.

b.      Employee shall be paid for unused vacation time for 2004 in accordance with the Company’s current policy.

4. To the extent Employee has unreimbursed business expenses, incurred through the Termination Date, Employee must promptly submit the expenses with all appropriate documentation; those expenses which meet the Company’s guidelines will be reimbursed. Any expense account that Employee has with the Company terminates effective on the Termination Date, and any expenses already incurred will be reviewed and processed in accordance with the policies and procedures of the Company. No new expenses may be incurred after the Termination Date. Employee agrees to promptly pay any outstanding balance on these accounts that represent non-reimbursable expenses.

5. Employee understands that this Agreement does not constitute an admission by the Company of any liability, error or omission, including without limitation, any: (a) violation of any statute, law, or regulation; (b) breach of contract, actual or implied; or (c) commission of any tort.

2

6.      Employee acknowledges that the consideration provided in this Agreement exceed that to which Employee would otherwise be entitled under the normal operation of any benefit plan, policy or procedure of the Company or under any previous agreement (written or oral) between Employee and the Company. Employee further acknowledges that the agreement by AHC to provide consideration pursuant to this Agreement beyond Employee’s entitlement is conditioned upon Employee’s release of all claims against AHC and Employee’s compliance with all the terms and conditions of this Agreement.

7.      Simultaneously with the execution of this agreement, the Company will enter into a consulting agreement (the “Consulting Agreement”) with the Employee. The Consulting Agreement shall be for a term of twelve months commencing February 1, 2005 and the Company shall pay the Employee $10,000 per month as compensation for services to be rendered under the Consulting Agreement. The Employee shall be required to perform such services as may reasonably be requested in writing by the Chief Executive Officer of the Company and shall not hold himself out as a representative of the Company except upon the prior written direction of the Chief Executive Officer of the Company.           

8.      The Parties agree that, except as provided for herein, there shall be no other payments or benefits payable to Employee, including but not limited to, salary, bonuses, commissions, finder’s fees and/or other payments. All cash payments required by the Company are set forth in Schedule A annexed hereto and Employee acknowledges and agrees the amounts set forth on Schedule A are true and correct.

9.      Arbitration:

a.      The Parties specifically and knowingly and voluntarily agree to arbitrate any controversy, dispute or claim which has arisen or should arise in connection with Employee’s employment, the cessation of Employee’s employment, or in any way related to the terms of this Agreement. The Parties agree to arbitrate any and all such controversies, disputes, and claims before a single arbitrator in the State of New York in accordance with the Rules of the American Arbitration Association. The arbitrator shall be selected by the Association and shall be an attorney-at-law experienced in the field of corporate law and admitted to practice in the State of New York. In the course of any arbitration pursuant to this Agreement, Employee and the Company agree (i) to request that a written award be issued by the arbitrator and (ii) that each side is entitled to receive any and all relief it would be entitled to receive in a court proceeding. The Parties knowingly and voluntarily agree to enter into this arbitration clause and to waive any rights that might otherwise exist to request a jury trial or other court proceeding, except that Employee and AHC have the right to seek injunctive or other equitable relief from a court to enforce Paragraph 10 of this Agreement and that AHC has the right to seek injunctive or other equitable relief from a court to enforce Paragraph 12 of this Agreement. This paragraph is intended to be both a post-dispute and pre-dispute arbitration clause. Any judgment upon any arbitration award may be entered in any court, federal or state, having competent jurisdiction of the parties.

3

b.       The Parties’ agreement to arbitrate disputes includes, but is not limited to, any claims of unlawful discrimination and/or unlawful harassment under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act 1967, as amended, the Americans with Disabilities Act, the New Jersey and New York Civil Rights Laws, the New Jersey Law Against Discrimination, the New York Executive Law, the New York City Human Rights Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, or any other federal, state or local law relating to discrimination in employment and any claims relating to wage and hour claims and any other statutory or common law claims.

10.      Employee and AHC agree that the terms and existence of this Agreement are and shall remain confidential and agrees not to disclose any terms or provisions of this Agreement, or to talk or write about the negotiation, execution or implementation of this Agreement, without the prior written consent of the other, except (a) as required by law; (b) as required by regulatory authorities; (c) as required within AHC to process this Agreement; or (d) in connection with any arbitration or litigation arising out of this Agreement. Anything herein to the contrary notwithstanding, Employee may disclose the terms of this Agreement to Employee’s immediate family, accountant or attorney, provided they are made aware of and agree to the confidentiality provisions.

11.      [Intentionally left blank]

12.      Employee further acknowledges and agrees that any non-public and/or proprietary information of the Company and/or its customers disclosed to or prepared by Employee during Employee’s employment remains confidential and may not be used and/or disclosed by Employee hereafter without the prior written consent of AHC. Employee further agrees that the provisions of Article VI of the Employment Agreement (“Non-Disclosure”) shall remain in full force and effect.

13.      Solely for the purpose of determining the applicability of the Restrictive Covenant in Article VII of the Employment Agreement, Employee shall be deemed to have voluntarily terminated his employment as of the termination date of the Consulting Agreement, and Employee hereby agrees that all of the provisions of Article VII, as modified by this paragraph, shall remain in full force and effect. Further, in addition to the provisions of Article VII, Employee also agrees that in consideration for the payments and other consideration provided in this Agreement, Employee will not for a period of six months after the termination of the Consulting Agreement, either directly or indirectly, (a) solicit any person who is employed by AHC (or who was employed by AHC within 90 days of the termination of the Consulting Agreement) to: (i) terminate his employment with AHC; (ii) accept employment with anyone other than AHC, or (iii) in any manner interfere with the business of AHC.

4

14.      In consideration of the foregoing, Employee agrees to irrevocably assign to the Company any and all inventions, software (including source code and source code documentation for all computer programs developed or modified), manuscripts, documentation, improvements or other intellectual property whether or not protectible by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that have been developed by Employee during the course of his employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment (all of the foregoing “Intellectual Property”). Employee agrees that all such Intellectual Property, including without limitation all copyrights, trademarks, trade secrets and patent rights therein, is irrevocably assigned to and shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Employee further agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoint the Company your attorney-in-fact with full powers to execute such document itself in the event Employee fails or is unable to provide the Company with such signed documents.

15.      Employee agrees that in accordance with Section 9.6 of the Employment Agreement, which shall remain in full force and effect, as long as Employee is entitled to receive any payments under this Agreement, Employee shall not make any negative or derogatory statements in verbal, written, electronic or any other form about the Company, or its officers, employees and directors including, but not limited to, a negative or derogatory statement made in, or in connection with, any article or book, on a website, in a chat room or via the internet. The Company agrees not to issue, and will advise its executive officers and directors not to make, any negative or derogatory statements in verbal, written, electronic or any other form about Botti.

16.      Litigation

a.      Employee shall cooperate fully with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal or regulatory proceedings in which Employee’s assistance may be reasonably requested by the Company. Reasonable expenses arising from the cooperation will be advanced or reimbursed within the Company’s guidelines. Consistent with the “Certificate of Incorporation of Authentidate Holding Corp.,” and the Company’s Amended and Restated By-Laws, AHC will hold harmless and indemnify Employee from and against any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement arising from any claim, suit or other action against Employee by any third party, on account of any action or inaction by Employee taken or omitted to be taken by Employee on behalf of AHC during the course of his employment, up to his date of termination, provided that such action or inaction by Employee was within the scope of Employee’s employment and consistent with the Company’s policies and procedures. Notwithstanding anything to the contrary contained herein, the obligations of the Company pursuant to Section 13.2 of the Employment Agreement shall survive the termination of the Employment Agreement and are specifically incorporated herein as if fully set forth herein. In accordance with Section 13.2 of the Employment Agreement, the Company further agrees to maintain such insurance, including, but not limited to, directors’ and officers’ liability insurance, and liability insurance, as is necessary and reasonable to protect the Employee from any and all claims arising from or in connection with his employment by the Company for a period of six (6) years after the Termination Date.

5

b.      Employee acknowledges that he has advised the Company completely and candidly of all facts of which he is aware that may give rise to legal matters. The Company acknowledges that it has advised Employee completely and candidly of all facts of which it is aware that may give rise to legal matters including possible litigation with the Shore Venture Group and the principals thereof. The Company is not aware of any claims or any facts giving rise to a claim against the Employee by the Company.

17.      Employee shall direct all requests for references to be forwarded in writing to the Company, attention: Office of the President. The Company will state in response to such inquiries your dates of employment and positions held. The Company shall not be responsible for responses to reference requests sought or obtained other than under the procedures set forth in this paragraph.

18.      Employee realizes there are many laws and regulations prohibiting employment discrimination, or otherwise regulating employment or claims related to employment pursuant to which Employee may have rights or claims. These include but are not limited to Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act of 1990; the Pregnancy Discrimination Act; the National Labor Relations Act, as amended; 42 U.S.C 1981; the Employee Retirement Income Security Act of 1974, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act; the New York State and City Human Rights Laws; the New Jersey Law Against Discrimination; the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, and other Federal, State and local human rights, fair employment and other laws. Employee also understands there are other statutes and contract and tort laws which relate to Employee’s employment and/or the termination of Employee’s employment. Employee hereby knowingly and voluntarily agrees to waive and release any rights or claims Employee may have under these and other laws, but does not intend to, nor is Employee waiving any rights or claims that may arise after the date that this Agreement is signed by Employee. Notwithstanding the foregoing sentence, Employee’s waiver and release shall not extend to (i) any rights, remedies, or claims Employee may have in enforcing the terms of the Agreement; and (ii) any rights Employee may have to receive vested amounts under AHC’s stock option plans, 401-K or pension plans.

19.      This Agreement shall be deemed to have been made within the County of New York, State of New York, and shall be interpreted and construed and enforced in accordance with the laws of the State of New York without regard to its conflicts of law provision.

6

20.       Employee is hereby advised of Employee’s rights to review this Agreement with counsel of Employee’s choice. Employee has had the opportunity to consult with an attorney and/or other advisor of Employee’s choosing before signing the Agreement, and was given a period of twenty-one (21) days to consider the Agreement. Employee is permitted, at his discretion, to return the Agreement prior to the expiration of this 21-day period. Employee acknowledges that in signing this Agreement, Employee has relied only on the promises written in this Agreement, and not on any other promise made by the Company or any other entity or person.

21.      [Intentionally left blank]

22.      Employee represents that Employee has not filed any complaints, charges or claims against AHC with any local, State, or Federal agency or court, or with any other forum.

23.      Employee agrees to immediately return any AHC property no matter where located including, but not limited to, AHC I.D. card, corporate credit card, keys, computer disks, and written/electronic material prepared in the course of employment at AHC. Notwithstanding the foregoing, Employee shall be entitled to retain I) his desktop and laptop computers; and ii) his office furnishings.

24.      .If any provision of this Agreement, or any part thereof, is held to be invalid or unenforceable because of the scope or duration of or the area covered by such provision, Employee and AHC agree that the court or other appropriate decision-making authority making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such invalid or unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. In the event that any court or other appropriate decision-making authority determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent invalid or unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall nonetheless survive and be enforced to the fullest extent permitted by law.

25.      Except as otherwise expressly provided herein, this Agreement and Release, together with the General Release constitute the entire agreement between the Parties and supersede any and all prior agreements, whether written or oral. This Agreement may not be modified or changed, except in a written agreement signed by both Parties.

26.      The Agreement may be executed in multiple counterparts, each of which shall be considered an original but all of which shall constitute one agreement.

7

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.

I have read this Agreement, and I understand all of its terms. I enter into and sign this Agreement knowingly and voluntarily with full knowledge of what it means. I understand that I have twenty-one (21) days to consider this Agreement and return it toAHC. I also understand that I have seven (7) days to revoke this Agreement in writing after I sign it. I understand that a revocation will become effective only if I furnish AHC with written notice, within such seven (7) day period. This Agreement will not become effective or enforceable until AHC’s receipt back of Employee’s executed Agreement and the expiration of the seven day revocation period.

/s/ John T. Botti	February 7, 2005                Date
Authentidate Holding Corp.
By: /s/ John Waters	February 7, 2005                Date

8

CONSULT WITH AN ATTORNEY BEFORE SIGNING GENERAL RELEASE. BY SIGNING THIS GENERAL RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

GENERAL RELEASE

John T.Botti understands and, of my own free will, enters into this General Release.

In consideration of the payments, benefits, agreements, and other consideration to be provided by Authentidate Holding Corp. (“AHC”) as described in the agreement of which this General Release is a part (such agreement, this General Release, together, the “Agreement”), John T. Botti, for himself or herself and for his heirs, executors, administrators, and their respective successors and assigns (collectively, “Employee”), HEREBY RELEASES AND FOREVER DISCHARGES, to the maximum extent permitted by law, Authentidate Holding Corp., its stockholders (solely in their capacity as stockholders of AHC), subsidiaries, affiliates, divisions, successors and assigns, their respective current and former officers, directors, employees, agents, attorneys, whether as individuals or in their official capacity, and each of their respective successors and assigns (hereinafter collectively referred to as “AHC”) of and from all or any manner of actions, causes and causes of action, suits, debts, obligations, damages, complaints, liabilities, losses, covenants, contracts, controversies, agreements, promises, variances, trespasses, judgments and expenses (including attorneys’ fees and costs), extents, executions, claims and demands whatsoever at law or in equity (“claims”), specifically including by way of example but not limitation, Title VII of the Civil Rights Acts of 1964 and 1991, as amended; the Civil Rights Act of 1866; the Employee Retirement Income Security Act of 1974, as amended; the National Labor Relations Act, as amended; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967, as amended; the Worker Adjustment and Retraining Notification Act; the Pregnancy Discrimination Act; and all Federal, State and local statutes, regulations, decisional law and ordinances and all human rights, fair employment, contract and tort laws relating to Employee’s employment with AHC and/or the termination thereof including, again by way of example but without limitation, the New Jersey and New York Civil Rights Laws, the New Jersey Law Against Discrimination, the New York Executive Law, the New York City Human Rights Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, any civil rights or human rights law, as well as all claims for wrongful discharge, breach of contract, personal injury, defamation, mental anguish, injury to health and reputation, and sexual harassment, which Employee ever had, now has, or which Employee hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever arising out of Employee’s employment by AHC or the termination thereof, provided that this General Release shall not extend to (i) any rights, remedies, or claims Employee may have in enforcing the terms of this Agreement; (ii) any rights Employee may have to receive vested amounts under AHC’s stock option plan, 401-K or pension plans; (iii) Employee’s rights to medical benefit continuation coverage, on a self-pay basis, pursuant to federal law (COBRA); and (iv) claims for indemnification (whether under state law, the Company's by-laws or otherwise) for acts performed as an officer or director of the Company or any of its affiliates. Employee takes this action fully aware of Employee’s rights arising under the laws of the United States (and any State or local governmental entity thereof) and voluntarily waives and releases all such rights or claims under these or other laws, but does not intend to, nor is Employee waiving any rights or claims that may arise after the date that this Agreement is signed by Employee. The provisions of any laws providing in substance that releases shall not extend to claims which are at the time unknown to or unsuspected by the person executing such release, are hereby waived.

9

Employee represents that Employee has been advised to and has had an opportunity to consult with an attorney and/or any other advisors of Employee’s choosing before signing this Agreement, and was given a period of twenty-one (21) days to consider this Agreement. Employee is permitted, at his discretion, to return the Agreement prior to the expiration of this 21-day period. Employee has relied only on the promises written in the Agreement, and not on any other promise made by AHC or any other entity or person.

Employee has seven (7) days to revoke the Agreement after Employee signs it. The Agreement will not become effective or enforceable until AHC’s receipt back of Employee’s executed Agreement and the expiration of the seven day revocation period.

Employee has read and understood the Agreement and enters into it knowingly and voluntarily.

IN WITNESS WHEREOF, John T. Botti has set his hand this 7^th day of February, 2005 having had the opportunity to review this with counsel of his or her choice.

/s/ John T. Botti	February 7, 2005                Date
John T. Botti

10

EX-10.3

Exhibit 10.3

CONSULTING AGREEMENT

This agreement is made as of this 1^st 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.

1. 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 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.

2. 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 Company’s 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.

3. Relationship. Consultant shall use his best efforts and shall devote such time and effort to the performance of its duties hereunder as is reasonably necessary for such performance. Consultant is an independent contractor and not an employee, agent or representative of the Company. Consultant has no authority to bind the Company to any obligation or agreement. Consultant expressly agrees that he shall at all times advise all third parties contacted in furtherance of this Agreement that he is an independent contractor with no authority to bind the Company.

4. Covenants. Consultant shall coordinate his activities with the Company and report to the Chief Executive Officer of the Company. All activities of Consultant shall require the prior written consent of the Chief Executive Officer of the Company. During the term hereof, neither Consultant nor any affiliate, partner, employee, agent or representative of Consultant, shall render the same or similar services to any business, entity or person engaged in any business which is the same as or similar to or competitive with, the businesses of the Company or its subsidiaries.

5. Confidentiality. (a) During the Term and for a period of five years thereafter, Consultant shall hold Company’s Confidential Information in strict trust and confidence and avoid the disclosure or release thereof to any other person or entity by using at least the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar nature, but not less than reasonable care, (ii) not use the Confidential Information for any purpose whatsoever except as expressly contemplated under this Agreement, and (iii) not to, directly or indirectly,

copy, reproduce, use, publish, misappropriate, assign, or otherwise transfer or disclose to any person the Confidential Information, other than as permitted pursuant to the terms of this Agreement, regardless of whether such information was actually delivered to Consultant prior to the effective date of this Agreement.

(b) Notwithstanding the foregoing, Consultant shall not be required to maintain confidentiality with respect to information (i) which is or becomes part of the public domain not due to the breach of this agreement by Consultant; (ii) of which it had independent knowledge prior to disclosure by the Company; (iii) which comes into the possession of Consultant in the normal and routine course of its own business from and through independent non-confidential sources; or (iv) which is required to be disclosed by Consultant by governmental requirements. If Consultant is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demands, or similar process) to disclose any confidential information supplied to it by the Company, or the existence of other negotiations in the course of its dealings with the Company or its representatives, Consultant shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order.

(c) No license is granted hereunder by Company to its Confidential Information or to any intellectual property right therein delivered or made available to Consultant except for the limited purpose of developing the deliverables in accordance with this Agreement. Company retains all right, title and interest in and to its Confidential Information. Failure on the part of the Consultant to abide by this section shall cause Company irreparable harm for which damages, although available, will not be an adequate remedy at law. Accordingly, Company has the right to obtain injunctive to prevent any threatened or actual violations of this section in addition to whatever remedies it may have at law. Consultant expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by the Company.

6. Intellectual Property. In consideration of the retention of Consultant by the Company, and free of any additional obligations of the Company to make additional payment to Consultant, Consultant agrees to promptly disclose and irrevocably assign to the Company any and all inventions, software (including source code and source code documentation for all computer programs developed or modified), manuscripts, documentation, improvements or other intellectual property whether or not protectible by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that are developed, conceived or reduced to practice by Consultant, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his duties of employment, during or as a result of performance of this Agreement (all of the foregoing “Intellectual Property”). Consultant agrees that all such Intellectual Property, including without limitation all copyrights, trademarks, trade secrets and patent rights therein, is irrevocably assigned to and shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. Consultant hereby agrees to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints the Company Consultant’s attorney-in-fact with full powers to execute such document itself in the event employee fails or is unable to provide the Company with such signed documents. This provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Consultant’s own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Consultant for the Company.

2

7. Indemnification. Consultant agrees to indemnify and hold harmless the Company, its employees, agents, representatives and controlling persons (and the officers, directors, employees, agents, representatives and controlling persons of each of them) from and against any and all losses, claims, damages, liabilities, costs and expenses (and all actions, suits, proceedings or claims in respect thereof) and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the cost of investigating, preparing or defending any such action, suit, proceeding or claim, whether or not in connection with any action, suit, proceeding or claim in which the Company is a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of Consultant’s negligence, willful misconduct or breach of this Agreement. Consultant’s obligation to indemnify the other party shall be conditioned on the following: (a) the Company shall notify the other party in writing as soon as practicable after its receipt of a claim and (b) Consultant shall control of the defense and all related settlement negotiations, provided, however, that any settlement be made with the consent of the Company and such settlement include as an unconditional term thereof the giving by the claimant of an unconditional release from all liability in favor of the Company.

8. Non-Assignment. This Agreement may not be transferred, assigned or delegated by any of the parties hereto without the prior written consent of the other party hereto.

9. Term and Termination. This Agreement shall commence on the Effective Date and is for an initial term of twelve months (the “Term”). Paragraphs 5, 6, 7, 9, 10, and 11 shall survive the expiration or termination of this Agreement under all circumstances. Upon the expiration or termination of this Agreement, (a) each party shall return the other’s Confidential Information in its possession or control, (b) all amounts not disputed in good faith that are owed by each party to the other party under this Agreement which accrued before such termination or expiration will be immediately due and payable and (c) Consultant shall deliver to Company all deliverables completed and accepted up to the date of termination and Company shall have all right, title and interest thereto. If the Company terminates the Agreement prior to the expiration of the Term, or the Consultant dies or becomes disabled (as determined by Employee’s physician), prior to the expiration of the Term of the Agreement, then the Company may terminate this Agreement upon payment to the Employee or his estate in a lump sum all sums remaining due for the balance of the Term of the Agreement.

10. Notices. Any notices hereunder shall be sent to the Company and to Consultant at their respective addresses set forth above. Any notice shall be given by certified mail, return receipt requested, postage prepaid, overnight courier or personal delivery. Notices shall be deemed to have been given when deposited in the United States mail or delivered to a nationally-recognized courier service. Either party may designate any other address to which notice shall be given, by giving written notice to the other of such change of address in the manner herein provided.

11. General. This Agreement has been made in the State of New York and shall be construed and governed in accordance with the laws thereof without giving effect to principles governing conflicts of law. This Agreement contains the entire agreement between the parties, may not be altered or modified, except in writing and signed by the party to be charged thereby, and supersedes any and all previous agreements between the parties relating to the subject matter hereof. This Agreement shall be binding upon the parties hereto, the indemnified parties referred to in Paragraph 7, and their respective heirs, administrators, successors and permitted assigns. The failure or neglect of the parties hereto to insist, in any one or more instances, upon the strict performance of any of the terms or conditions of this Agreement, or their waiver of strict performance of any of the terms or conditions of this Agreement, shall not be construed as a waiver or relinquishment in the future of such term or condition, but the same shall continue in full force and effect.

3

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the Effective Date.

AUTHENTIDATE HOLDING CORP.

By: /s/ Surendra Pai_________
Suren Pai, Chief Executive Officer

CONSULTANT

By: /s/ John T. Botti                   
John T. Botti

4

EX-10.4

Exhibit 10.4

AGREEMENT AND RELEASE

CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE.

BY SIGNING THIS AGREEMENT AND RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

Agreement between Authentidate Holding Corp., its stockholders, subsidiaries, affiliates, divisions, successors and assigns, their respective past and present officers, directors, employees, agents, attorneys, whether as individuals or in their official capacity, and each of their respective successors and assigns (hereinafter collectively referred to as “AHC” or the “Company”) and by his own free will, Peter R. Smith (“Smith” or “Employee”).

WHEREAS, Smith has been an employee of AHC, and

WHEREAS, Smith has been employed pursuant to a written offer letter dated as of November 4, 2003 (the “Offer Letter”); and

WHEREAS, Employee and AHC each desire an amicable cessation of the employment relationship,

NOW, THEREFORE, in consideration of the covenants and promises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, Employee and AHC (who hereinafter collectively may be referred to as the “Parties”) hereby agree as follows:

1.     Employee acknowledges and agrees that effective the close of business December 31, 2004, Employee’s employment is terminated (the “Termination Date”).

2.     In consideration for Employee’s execution of this Agreement, and in consideration for the release of claims against AHC, the Company will give Employee the following:

a.      Solely for the purpose of determining the benefits under the Offer Letter, Employee’s termination shall be deemed a termination without cause within the contemplation of the definition of the term “cause” in the Offer Letter.

b.      Subject to Employee’s compliance with the provisions of this Agreement, Employee shall receive a severance benefit of up to 12 months of his current base salary of $300,000 (“Severance Payments”), payable in equal installments on each of the Company's regular pay dates for executives, commencing on the first regular executive pay date following the Termination Date (such 12 month period commencing on the Termination Date may be referred to herein as the “Severance Period”). Notwithstanding the foregoing, the Company’s obligation to pay the Severance Payments shall immediately cease: (i) on June 30, 2005, in the event Employee accepts or commences new full-time employment on or before June 30, 2005; (ii) upon the date that Employee commences new full-time employment if such event occurs after June 30, 2005 but before December 31, 2005; or (iii) if Employee does not accept new full-time employment during the Severance Period, on December 31, 2005.

A.      Commencing on July l, 2005, in the event Employee commences new full-time employment on a date other than the first business day of a month, the Severance Payment for that month shall be paid on a pro rata basis.

 B.       Subsequent to June 30, 2005, in the event Employee fails to promptly advise the Company that he has accepted or commenced new employment during the Severance Period, Employee will be deemed to have committed a material breach of this Agreement and shall immediately refund all Severance Payments made by the Company subsequent to the Termination Date.

C.      For the purposes of this Agreement, the term “full-time employment” shall mean becoming an employee (or co-employee) of another employer without regard to the level of compensation earned or available thereunder. Full-time employment shall also include any consultancy or other self-employment whereby Employee provides services to third parties and has a reasonable expectation to provide such services for a period longer than three consecutive months on a basis substantially similar to those he would receive in an employment relationship.

3.     To the extent Employee has unreimbursed business expenses incurred through the Termination Date, Employee must immediately submit the expenses with all appropriate documentation; those expenses which meet the Company’s guidelines will be reimbursed. Any expense account that Employee has with the Company terminates effective on the Termination Date, and any expenses already incurred will be reviewed and processed in accordance with the policies and procedures of the Company. No new expenses may be incurred after the Termination Date. Employee agrees to promptly pay any outstanding balance on these accounts that represent non-reimbursable expenses. Company will pay accepted expenses within twenty (20) business days from the date Employee and Company execute this Agreement, in accordance with the Company’s expense reimbursement guidelines existing as of the date that this Agreement is executed by both the Company and Employee.

4.      Employee understands that this Agreement does not constitute an admission by the Company of any liability, error or omission, including without limitation, any: (a) violation of any statute, law, or regulation; (b) breach of contract, actual or implied; or (c) commission of any tort.

5.      Employee acknowledges that the consideration provided in this Agreement exceed that to which Employee would otherwise be entitled under the normal operation of any benefit plan, policy or procedure of the Company or under any previous agreement (written or oral) between Employee and the Company. Employee further acknowledges that the agreement by AHC to provide consideration pursuant to this Agreement beyond Employee’s entitlement is conditioned upon Employee’s release of all claims against AHC and Employee’s compliance with all the terms and conditions of this Agreement.

2

6.     The Parties agree that, except as provided for herein, there shall be no other payments or benefits payable to Employee, including but not limited to, salary, bonuses, commissions, finder’s fees and/or other payments.

7.      Arbitration:

a.      The Parties specifically and knowingly and voluntarily agree to arbitrate any controversy, dispute or claim which has arisen or should arise in connection with Employee’s employment, the cessation of Employee’s employment, or in any way related to the terms of this Agreement. The Parties agree to arbitrate any and all such controversies, disputes, and claims before a single arbitrator in the State of New York in accordance with the Rules of the American Arbitration Association. The arbitrator shall be selected by the Association and shall be an attorney-at-law experienced in the field of corporate law and admitted to practice in the State of New York. In the course of any arbitration pursuant to this Agreement, Employee and the Company agree (i) to request that a written award be issued by the arbitrator and (ii) that each side is entitled to receive any and all relief it would be entitled to receive in a court proceeding. The Parties knowingly and voluntarily agree to enter into this arbitration clause and to waive any rights that might otherwise exist to request a jury trial or other court proceeding, except that Employee agrees that AHC has the right to seek injunctive or other equitable relief from a court to enforce Paragraphs 9, 10 and 11 of this Agreement. This paragraph is intended to be both a post-dispute and pre-dispute arbitration clause. Any judgment upon any arbitration award may be entered in any court, federal or state, having competent jurisdiction of the parties.

b.       The Parties’ agreement to arbitrate disputes includes, but is not limited to, any claims of unlawful discrimination and/or unlawful harassment under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act 1967, as amended, the Americans with Disabilities Act, the New Jersey and New York Civil Rights Laws, the New Jersey Law Against Discrimination, the New York Executive Law, the New York City Human Rights Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, or any other federal, state or local law relating to discrimination in employment and any claims relating to wage and hour claims and any other statutory or common law claims.

8.     Employee and AHC agree that the terms and existence of this Agreement are and shall remain confidential and agrees not to disclose any terms or provisions of this Agreement, or to talk or write about the negotiation, execution or implementation of this Agreement, without the prior written consent of the other, except (a) as required by law; (b) as required by regulatory authorities; (c) as required within AHC to process this Agreement; or (d) in connection with any arbitration or litigation arising out of this Agreement. Anything herein to the contrary notwithstanding, Employee may disclose the terms of this Agreement to Employee’s immediate family, accountant or attorney, provided they are made aware of and agree to the confidentiality provisions.

3

9.     The Employee further agrees that he shall not, at any time before or after the Termination Date, make use of or disclose to any person, corporation, or other entity, for any purpose whatsoever, any trade secret or other confidential and/or proprietary information of or concerning the Company’s business, finances, marketing, technology, software, accounting and other information of the Company and its subsidiaries, including information relating to any customer of the Company or any other nonpublic business information of the Company and/or its subsidiaries disclosed to, prepared by or otherwise learned as a consequence of Employee’s employment with the Company (collectively referred to as the “Proprietary Information”). For the purposes of this Agreement, trade secrets and confidential information shall mean information disclosed to the Employee or known by him as a consequence of his employment by the Company, whether or not pursuant to this Agreement, and not generally known in the industry. The Employee acknowledges that Proprietary Information, as it may exist from time to time, is a valuable and unique asset of the Company, and that disclosure of any such information would cause substantial injury to the Company. Trade secrets and confidential information shall cease to be trade secrets or confidential information, as applicable, at such time as such information becomes public other than through disclosure, directly or indirectly, by Employee in violation of this Agreement. If Employee is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demands, or similar process) to disclose any Proprietary Information, Employee shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order.

10.     Employee agrees that in consideration for the payments and other consideration provided in this Agreement, Employee will not, for a period of one (1) year following the Termination Date, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner, officer, director, shareholder, employee, consultant, or otherwise), which business is primarily involved in the manufacture, development and distribution of computers and/or document imaging systems, or digital image authentication or is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the Company was in the process of developing, during the tenure of Employee’s employment by the Company (a “Competitive Business”). Notwithstanding the foregoing, the ownership by Employee of less than five percent of the shares of any publicly held corporation shall not violate the provisions of this provision. In furtherance of the foregoing, Employee shall not during the aforesaid period of non-competition, directly or indirectly, (a) solicit any customer, employee or prospective customers (a customer that was being solicited by the Company during the time of his employment) of the Company who was a customer, employee or prospective customer of the Company during the tenure of his employment or (b) otherwise interfere in any manner with the business of the Company.

4

11.     In consideration of the foregoing, you agree to irrevocably assign to the Company any and all inventions, software (including source code and source code documentation for all computer programs developed or modified), manuscripts, documentation, improvements or other intellectual property whether or not protectible by any state or federal laws relating to the protection of intellectual property, relating to the present or future business of the Company that have been developed by you during the course of your employment with the Company, either alone or jointly with others, and whether or not developed during normal business hours or arising within the scope of his/her duties of employment (all of the foregoing “Intellectual Property”). You agree that all such Intellectual Property, including without limitation all copyrights, trademarks, trade secrets and patent rights therein, is irrevocably assigned to and shall be and remain the sole and exclusive property of the Company and shall be deemed the product of work for hire. You further agree to execute such assignments and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoint the Company your attorney-in-fact with full powers to execute such document itself in the event you fail or are unable to provide the Company with such signed documents.

12.     Employee agrees that as long as Employee is entitled to receive any payments under this Agreement, Employee shall not make any negative or derogatory statements in verbal, written, electronic or any other form about the Company, or its officers, employees and directors including, but not limited to, a negative or derogatory statement made in, or in connection with, any article or book, on a website, in a chat room or via the internet.

13.     Transition.

a.      Litigation. Employee shall, subject to the reasonable requirements of new employment, cooperate fully with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal or regulatory proceedings in which Employee’s assistance may be reasonably requested by the Company. Reasonable expenses arising from the cooperation will be reimbursed within the Company’s guidelines. Consistent with the “Certificate of Incorporation of Authentidate Holding Corp.,” and the Company’s Amended and Restated By-Laws, AHC will hold harmless and indemnify Employee from and against any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement arising from any claim, suit or other action against Employee by any third party, on account of any action or inaction by Employee taken or omitted to be taken by Employee on behalf of AHC during the course of his employment, up to his date of termination, provided that such action or inaction by Employee was within the scope of Employee’s employment and consistent with the Company’s policies and procedures. Employee acknowledges that he has advised the Company completely and candidly of all facts of which he is aware that may give rise to legal matters.

b.      General. In consideration of the Company’s payments hereunder, for a period of sixty (60) days after the Termination Date, Employee shall make himself reasonably available to, and cooperate with, the Company and its officers, directors, employees and advisors in order to assist the Company in (i) reviewing matters that were Employee’s responsibility prior to the Termination Date and (ii) transitioning to new personnel.

5

14.     You agree to cause all requests for references to be forwarded in writing to the Company, attention: Office of the President. The Company will state in response to such inquiries your dates of employment and positions held and no executive officer or director or the Company shall make any derogatory statements about Employee during the period specified in paragraph 12. The Company shall not be responsible for responses to reference requests sought or obtained other than under the procedures set forth in this paragraph.

15.     Employee realizes there are many laws and regulations prohibiting employment discrimination, or otherwise regulating employment or claims related to employment pursuant to which Employee may have rights or claims. These include but are not limited to Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act of 1990; the Pregnancy Discrimination Act; the National Labor Relations Act, as amended; 42 U.S.C 1981; the Employee Retirement Income Security Act of 1974, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act; the New York State and City Human Rights Laws; the New Jersey Law Against Discrimination; the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, and other Federal, State and local human rights, fair employment and other laws. Employee also understands there are other statutes and contract and tort laws which relate to Employee’s employment and/or the termination of Employee’s employment. Employee hereby knowingly and voluntarily agrees to waive and release any rights or claims Employee may have under these and other laws, but does not intend to, nor is Employee waiving any rights or claims that may arise after the date that this Agreement is signed by Employee. Notwithstanding the foregoing sentence, Employee’s waiver and release shall not extend to (i) any rights, remedies, or claims Employee may have in enforcing the terms of the Agreement; and (ii) any rights Employee may have to receive vested amounts under AHC’s stock option plans or pension plans.

16.     This Agreement shall be deemed to have been made within the County of New York, State of New York, and shall be interpreted and construed and enforced in accordance with the laws of the State of New York without regard to its conflicts of law provision.

17.     Employee is hereby advised of Employee’s rights to review this Agreement with counsel of Employee’s choice. Employee has had the opportunity to consult with an attorney and/or other advisor of Employee’s choosing before signing the Agreement, and was given a period of twenty-one (21) days to consider the Agreement. Employee is permitted, at his discretion, to return the Agreement prior to the expiration of this 21-day period. Employee acknowledges that in signing this Agreement, Employee has relied only on the promises written in this Agreement, and not on any other promise made by the Company or any other entity or person.

18.     Employee shall, subject to the reasonable requirements of new employment, cooperate fully with the Company in the prosecution or defense, as the case may be, of any and all actions, governmental inquiries or other legal or regulatory proceedings in which Employee’s assistance may be reasonably requested by the Company, until December 31, 2005. Subsequently, Employee and Company may agree to Employee’s assistance for an agreed upon fee.

6

19.     Employee represents that Employee has not filed any complaints, charges or claims against AHC with any local, State, or Federal agency or court, or with any other forum.

20.     Employee agrees to immediately return any AHC property in his possession or custody or under his control, no matter where located including, but not limited to, AHC I.D. or security cards, corporate credit card, keys, computer disks, equipment, furniture, computers, peripherals and other electronic devices, and any written or electronic material prepared or received in the course of his employment at AHC, including without limitation, memoranda, reports, files, correspondence, manuals, notes, specifications, data, whether existing in hard copy or other media.

21.     If any provision of this Agreement, or any part thereof, is held to be invalid or unenforceable because of the scope or duration of or the area covered by such provision, Employee and AHC agree that the court or other appropriate decision-making authority making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such invalid or unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. In the event that any court or other appropriate decision-making authority determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent invalid or unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall nonetheless survive and be enforced to the fullest extent permitted by law.

22     .Except as otherwise expressly provided herein, this Agreement and Release, together with the General Release attached hereto, constitute the entire agreement between the Parties and supersede any and all prior agreements, whether written or oral. This Agreement may not be modified or changed, except in a written agreement signed by both Parties.

23.     The Agreement may be executed in multiple counterparts, each of which shall be considered an original but all of which shall constitute one agreement.

Remainder of page intentionally left blank. Signature page follows.

7

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.

I have read this Agreement, and I understand all of its terms. I enter into and sign this Agreement knowingly and voluntarily with full knowledge of what it means. I understand that I have twenty-one (21) days to consider this Agreement and return it to AHC. I also understand that I have seven (7) days to revoke this Agreement in writing after I sign it. I understand that a revocation will become effective only if I furnish AHC with written notice, within such seven (7) day period. This Agreement will not become effective or enforceable until AHC’s receipt back of Employee’s executed Agreement and the expiration of the seven day revocation period.

/s/ Peter R. Smith                                        Peter R. Smith	February 4, 2005       Date
Authentidate Holding Corp. /s/ Surendra Pai                                         By: Surendra Pai Title: Chief Executive Officer	February 8, 2005       Date

8

CONSULT WITH AN ATTORNEY BEFORE SIGNING GENERAL RELEASE. BY SIGNING THIS GENERAL RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

GENERAL RELEASE

Peter R. Smith understands and, of his own free will, enters into this General Release.

In consideration of the payments, benefits, agreements, and other consideration to be provided by Authentidate Holding Corp. as described in the agreement of which this General Release is a part (such agreement, this General Release, together, the “Agreement”), Peter R. Smith, for himself or herself and for his heirs, executors, administrators, and their respective successors and assigns (collectively, “Employee”), HEREBY RELEASES AND FOREVER DISCHARGES, to the maximum extent permitted by law, Authentidate Holding Corp., its stockholders, subsidiaries, affiliates, divisions, successors and assigns, their respective current and former officers, directors, employees, agents, attorneys, whether as individuals or in their official capacity, and each of their respective successors and assigns (hereinafter collectively referred to as “AHC”) of and from all or any manner of actions, causes and causes of action, suits, debts, obligations, damages, complaints, liabilities, losses, covenants, contracts, controversies, agreements, promises, variances, trespasses, judgments and expenses (including attorneys’ fees and costs), extents, executions, claims and demands whatsoever at law or in equity (“claims”), specifically including by way of example but not limitation, Title VII of the Civil Rights Acts of 1964 and 1991, as amended; the Civil Rights Act of 1866; the Employee Retirement Income Security Act of 1974, as amended; the National Labor Relations Act, as amended; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967, as amended; the Worker Adjustment and Retraining Notification Act; the Pregnancy Discrimination Act; and all Federal, State and local statutes, regulations, decisional law and ordinances and all human rights, fair employment, contract and tort laws relating to Employee’s employment with AHC and/or the termination thereof including, again by way of example but without limitation, the New Jersey and New York Civil Rights Laws, the New Jersey Law Against Discrimination, the New York Executive Law, the New York City Human Rights Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, any civil rights or human rights law, as well as all claims for wrongful discharge, breach of contract, personal injury, defamation, mental anguish, injury to health and reputation, and sexual harassment, which Employee ever had, now has, or which Employee hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever arising out of Employee’s employment by AHC or the termination thereof, provided that this General Release shall not extend to (i) any rights, remedies, or claims Employee may have in enforcing the terms of this Agreement; (ii) any rights Employee may have to receive vested amounts under AHC’s stock option plan, 401-K or pension plans; (iii) Employee’s rights to medical benefit continuation coverage, on a self-pay basis, pursuant to federal law (COBRA); and (iv) claims for indemnification (whether under state law, AHC’s by-laws or otherwise) for acts performed as an officer of AHC or any of its affiliates. Employee takes this action fully aware of Employee’s rights arising under the laws of the United States (and any State or local governmental entity thereof) and voluntarily waives and releases all such rights or claims under these or other laws, but does not intend to, nor is Employee waiving any rights or claims that may arise after the date that this Agreement is signed by Employee. The provisions of any laws providing in substance that releases shall not extend to claims which are at the time unknown to or unsuspected by the person executing such release, are hereby waived.

9

Employee represents that Employee has been advised to and has had an opportunity to consult with an attorney and/or any other advisors of Employee’s choosing before signing this Agreement, and was given a period of twenty-one (21) days to consider this Agreement. Employee is permitted, at his discretion, to return the Agreement prior to the expiration of this 21-day period. Employee has relied only on the promises written in the Agreement, and not on any other promise made by AHC or any other entity or person.

Employee has seven (7) days to revoke the Agreement after Employee signs it. The Agreement will not become effective or enforceable until AHC’s receipt back of Employee’s executed Agreement and the expiration of the seven day revocation period.

Employee has read and understood the Agreement and enters into it knowingly and voluntarily.

IN WITNESS WHEREOF, Peter R. Smith has set his hand this ___ day of December, 2004 having had the opportunity to review this with counsel of his choice.

/s/ Peter R. Smith                                       
Peter R. Smith 2/5/05      
Date

10

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Surendra Pai,certify that:

1. I have reviewed this quarterly report on Form 10-Q of Authentidate Holding Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [reserved]

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 9, 2005

/s/ Surendra Pai                                
Surendra Pai,
Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Dennis H. Bunt,certify that:

1. I have reviewed this quarterly report on Form 10-Q of Authentidate Holding Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [reserved]

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 9, 2005

/s/ Dennis H. Bunt                
Dennis H. Bunt,
Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Fiscal Quarter End Report of Authentidate Holding Corp. (the “Company”) on Form 10-Q for the period ending December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, being, Surendra Pai, Chief Executive Officer of the Company, and Dennis H. Bunt, Chief Financial Officer of the Company, respectfully, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: February 9, 2005

/s/ Surendra Pai	/s/ Dennis H. Bunt
Chief Executive Officer	Chief Financial Officer