FIRST AMENDED EMPLOYMENT AGREEMENT This First Amended Employment Agreement (hereinafter referred to as the "Agreement") is entered into

as of this 15th day of April, 2004 by and between Georgia Tech Athletic Association, a non-profit corporation organized under the laws of the State of Georgia (hereinafter referred to as the "Association"), and Paul Hewitt, a resident of the State of Georgia (hereinafter referred to as "Hewitt"). (Association and Hewitt are sometimes hereinafter collectively referred to as the "Parties" and individually as a "Party.") WITNESSETH: WHEREAS, Association assists the educational program of the Georgia Institute of Technology ("Georgia Tech") by maintaining, managing and operating athletics facilities and intercollegiate athletics programs of and for Georgia Tech; WHEREAS, Association first employed Hewitt as Head Men’s Basketball Coach for Georgia Tech under that certain Employment Agreement dated as of April 5, 2000, which Employment Agreement has been amended and modified prior to execution of this Agreement (such Employment Agreement and written amendments and modifications are collectively referred to as the “Prior Employment Agreements”); WHEREAS, Hewitt is currently the Head Men’s Basketball Coach for the intercollegiate men’s basketball program of Georgia Tech under that certain Employment Agreement dated as of June 18, 2003; WHEREAS, Association desires to continue to employ Hewitt solely and exclusively in the non-assignable position of Head Men’s Basketball Coach for the

intercollegiate men’s basketball program of Georgia Tech and to extend the term of Hewitt’s employment, all under the terms and conditions of this Agreement; and WHEREAS, Hewitt desires to continue and extend the term of his employment with Association under the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.

Employment. a. The Association hereby agrees to continue and extend the employment of

Hewitt as the Head Men’s Basketball Coach for the intercollegiate men’s basketball program of Georgia Tech under the terms and conditions of this Agreement. Hewitt hereby accepts the continued and extended employment as Head Men’s Basketball Coach under the terms and conditions set forth in this Agreement. b. Hewitt shall report directly to the Director of Athletics.

2.

Term of Employment. a. This Agreement is for a term of six (6) consecutive years, beginning April

15, 2004 and ending on April 14, 2010, subject to earlier termination in accordance with the terms of Section 10 herein (such period being hereinafter referred to as the "Term"). b. The first year of this Agreement shall begin on April 15, 2004 and shall

end on April 14, 2005. Thereafter, each year shall begin on April 15th and conclude on

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the following April 14th. Each such period shall hereinafter be referred to as a "Contract Year.” c. It is the intention of the Parties to create an automatic “rollover” provision

so that the Term of this Agreement will always have six (6) years remaining after the automatic rollover occurs. Commencing April 15, 2005 and on April 15th of each year thereafter, the Term of this Agreement shall be automatically extended by one (1) additional year so that, on April 15th of each year, the Term of this Agreement shall be six (6) years unless the Association determines that an extension rollover not be made and notifies Hewitt of its decision in writing not less than thirty (30) days prior to April 15th in any year during the Term. In the event the Association timely notifies Hewitt in writing that such extension rollover should not be made in accordance with the immediately preceding sentence, then this Agreement shall be deemed terminated by the Association without cause (as hereinafter defined) and Association shall compensate Hewitt in accordance with the terms of Section 10 of this Agreement.

3.

Duties and Responsibilities. The Parties agree that Hewitt’s duties as Head

Men’s Basketball Coach of Georgia Tech shall include, but shall not be limited to, the following: a. Report to the Director of Athletics and plan, develop, administer, and

evaluate the men’s basketball program; b. Comply with the constitution, bylaws, rules, regulations and

interpretations of the Association, the National Collegiate Athletic Association ("NCAA"), and the Atlantic Coast Conference (“ACC”) relating to the conduct and

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administration of the Georgia Tech men’s basketball program, including recruiting and eligibility rules, as now existing or as may be amended during the Term hereof; c. Advise the men’s basketball staff and team of all applicable rules and

policies of the Association, NCAA and ACC, as directed by the administration of the Association, and make a reasonable effort to ensure that the men’s basketball staff and team are in compliance with said rules and policies; d. Report to the Director of Athletics any violations of NCAA or ACC rules

of which Hewitt becomes aware or which Hewitt has reasonable cause to believe may have taken place; e. Cooperate with the Association administration in monitoring the academic

progress of student-athlete men’s basketball players to facilitate pursuit of a baccalaureate degree; f. Recruit, direct, supervise and evaluate the assistant men’s basketball

coaches and all related men’s basketball support personnel; g. Recommend hiring, selection, compensation, discipline, and discharge of

assistant men’s basketball coaches and all related men’s basketball support personnel; h. Association; i. Plan and supervise programs for player training, conditioning, and drug Recommend students for athletic grant-in-aid scholarships from the

education and testing, using program development input from support sources such as the head trainer or his designee, team physician, and strength and conditioning coach or his designee;

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j.

Develop, supervise, and conduct the recruiting program for student-athlete

men’s basketball players; k. Direct student-athlete men’s basketball players to the appropriate

Association source for assistance regarding financial aid, academic advisement, and general student needs provided by the Association; l. Provide appropriate program safety requirements by relying upon the

professional advice of the head athletic trainer or his designee, and staff and the team physician assigned by the Association; m. improvement; n. Supervise all games, scrimmages, and practices or delegate this Evaluate individual and team strengths and develop strategies for skill

responsibility to an appropriate staff member in Hewitt’s absence; o. Discipline student-athletes for violations of team rules, Association

regulations or conduct impacting upon team matters, team policies or the reputation of the Association or of Georgia Tech; p. Oversee expanding operational resources budgeted to the men’s basketball

program in a manner consistent with Association policy; q. Cooperate with the Sports Information Director in the preparation of

brochures, programs, statistical reports, and press releases in support of the men’s basketball program; r. Assist The Alexander Tharpe Fund, Inc., when reasonably requested, in

fund-raising efforts to support the men’s basketball program;

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s.

Oversee the preparation and update of the equipment inventory for the

men’s basketball program in conjunction with and upon the advice of the head equipment manager; t. Oversee men’s basketball staff activity relating to public relations and

promotions functions for the men’s basketball program; u. Represent the Association, when reasonably requested, in organizations

governing the intercollegiate men’s basketball program, as deemed necessary by the Director of Athletics, such as NCAA, ACC, and other relevant organizations; v. Perform duties assigned by the Director of Athletics customary to the

position of Head Men’s Basketball Coach and the operation of the men’s basketball program; w. As Hewitt’s schedule permits, assist and promote the Association by

soliciting and encouraging contributions to and support of the Association’s intercollegiate men’s basketball program; x. As Hewitt’s schedule permits, represent the Association and its

intercollegiate men’s basketball program at appropriate events and meetings, including meetings of The Alexander Tharpe Fund and Alumni Association; and y. Hewitt is employed solely as Head Men’s Basketball Coach and may not

be assigned to another position.

4.

Compensation and Benefits. In consideration for Hewitt’s services and for his

satisfactory performance of the terms, conditions and duties stated herein, the Association agrees to compensate Hewitt in the following manner:

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a.

Minimum Annual Cash Compensation.

The Association agrees to pay to Hewitt at least the following amounts set forth in this Section 4a (the “Minimum Compensation”), to be allocated as set forth in the remainder of this Section 4, together with any amounts for exemplary performance as set forth in Section 4f, and provide those other benefits set forth in this Agreement. Association shall pay to Hewitt the following amounts as Minimum Compensation for the indicated Contract Year: (1) (2) (3) (4) (5) (6) 2004-05: 2005-06: 2006-07: 2007-08: 2008-09: 2009-10: $1,000,000; $1,075,000; $1,150,000; $1,225,000; $1,300,000; and $1,375,000.

For 2010-11 and subsequent Contract Years, the Minimum Compensation shall be in an amount negotiated between Hewitt and Association, but in no event less than $1,375,000 per Contract Year. The Minimum Compensation shall be composed of the Annual Base Salary (as hereinafter defined), the A-T Appearance Compensation (as hereinafter defined), the Radio-Television Compensation (as hereinafter defined), and the Deferred Compensation (as hereinafter defined). The Minimum Compensation for each Contract Year beginning with 2010-11 shall be negotiated and memorialized in writing by the Parties on or before the June 1st which follows such additional Contract Year being added by operation of the automatic rollover extension. By way of illustration (but not

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limitation), the Minimum Compensation for 2010-11 shall be negotiated and memorialized by the Parties on or before June 1, 2005. Such negotiation and memorialization of the Minimum Compensation shall also designate how Minimum Compensation is to be allocated among Annual Base Salary, the A-T Appearance Compensation, the Radio-Television Compensation, and the Deferred Compensation. b. Annual Base Salary. The Association shall pay Hewitt an annual base

salary in the following amounts: (1) (2) (3) (4) (5) (6) 2004-05: 2005-06: 2006-07: 2007-08: 2008-09: 2009-10: $400,000; $475,000; $550,000; $625,000; $700,000; and $775,000.

(Such annual base salary, as may be increased during the Term, shall be hereinafter referred to as the "Annual Base Salary.") The Annual Base Salary shall be payable in equal periodic installments according to the Association’s payroll practices, but no less frequently than monthly. c. Use of Automobile.

The Association shall annually provide Hewitt with two (2) courtesy automobiles or a monetary allowance in lieu of such automobiles. In either event, income taxes will be withheld from Hewitt through the Association payroll reporting system, either based on the fair rental value of the automobiles or the monetary allowance, as may be applicable.

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(1)

To the extent that Hewitt elects to be provided with such

automobiles, Association shall reimburse Hewitt for business mileage and for expenses associated with the maintenance of the automobiles, including, but not limited to, oil, repairs, and tires. Hewitt will be subject to Internal Revenue Service reporting requirements for personal use of these automobiles. The Association shall maintain liability insurance on automobiles it provides with coverage limits in an amount not less than One Million Dollars ($1,000,000.00) per occurrence with Hewitt and the other members of his household being insured under said policy. (2) The Association shall be responsible for expenses associated with

the maintenance of automobiles and for liability insurance only for any automobile provided by the Association. Association shall have no obligation, either to reimburse maintenance expenses or to maintain liability coverage, for any automobile other than an automobile that is provided by Association. (3) automobile only. d. Club Memberships. The Association agrees to provide Hewitt with a family membership to Druid Hills Golf Club in Metropolitan Atlanta, Georgia. During the Term of this Agreement, the Association agrees to pay the monthly dues and men’s basketball business related charges for such use of the country club. While not a requirement, it is the express request of the Association that payments made pursuant to this subsection be used for Hewitt’s relaxation and enjoyment and to market and promote Georgia Tech, its academic curriculum, men’s basketball program and alumni relations and fund raising. Hewitt will be provided one gas credit card for use in his

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e.

Association Benefits.

Hewitt shall be entitled, at no charge, to life insurance and disability insurance in the following amounts which Association shall provide: (1) Life insurance: group term life insurance with a death benefit in an

amount of three (3) times Hewitt’s Annual Base Salary; and (2) Disability insurance: disability coverage in an amount equal to

sixty percent (60%) of Hewitt’s Annual Base Salary, subject to all necessary medical examinations and approval of the particular insurance company which issues the disability insurance policy up to a maximum salary of $180,000.00 per year; and (3) Hewitt shall also be provided, at no charge, the same family

medical insurance, paid vacation leave, sick leave, and retirement benefits as other non-classified Association employees. Such employee benefits are set out in detail in the Staff Reference Manual, to which reference is hereby made and which provisions are incorporated herein by reference. Additionally, the Association agrees to allow Hewitt to buy his COBRA benefits as allowable by law and Association’s agreements after separation or termination, provided he otherwise qualifies for such benefits. f. Exemplary Performance.

In recognition of the fact that exemplary performance by the Georgia Tech intercollegiate men’s basketball team produces both tangible and intangible benefits for the Association and Georgia Tech by focusing favorable, public attention on the Association and Georgia Tech, and in further recognition of the additional work and sacrifice of Hewitt to prepare and participate in postseason competition, the Association shall pay additional compensation to Hewitt in the particular Contract Year of this

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Agreement in which any of the following events occur (the “Exemplary Performance Payments”): (1) Hewitt shall be paid an additional amount equal to the greater of

$30,000 or one-twelfth (1/12th) of his Annual Base Salary for each season in which the Georgia Tech Men’s Basketball Team wins the ACC Men’s Basketball regular season championship; (2) Hewitt shall be paid an additional amount equal to the greater of

$40,000 or one-twelfth (1/12th) of his Annual Base Salary for each season in which the Georgia Tech Basketball Team wins the ACC Men’s Basketball post-season tournament championship; (3) Hewitt shall be paid an additional Thirty Thousand Dollars

($30,000.00) for each season in which the Georgia Tech Men’s Basketball Team is selected to participate in the NCAA Men’s Basketball post-season championship tournament (the "NCAA Tournament"); (4) Hewitt shall be paid an additional Ten Thousand Dollars

($10,000.00) for each game that the Georgia Tech Men’s Basketball Team wins in the first and second rounds of the NCAA Tournament; (5) Hewitt shall be paid an additional Twenty-five Thousand Dollars

($25,000.00) for each game that the Georgia Tech Men’s Basketball Team wins in the regional semifinals and regional finals of the NCAA Tournament; (6) Hewitt shall be paid an additional Forty Thousand Dollars

($40,000.00) in the event that the Georgia Tech Men’s Basketball Team wins a National Semifinal Game in the NCAA Tournament;

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(7)

Hewitt shall be paid an additional Eighty Thousand Dollars

($80,000) in the event that the Georgia Tech Men’s Basketball Team wins the National Championship Game in the NCAA Tournament; (8) Hewitt shall be paid an additional Ten Thousand Dollars ($10,000)

for each season in which the Georgia Tech Men’s Basketball Team is selected to participate in the post-season National Invitational Tournament (the "NIT"); (9) Hewitt shall be paid an additional Five Thousand Dollars

($5,000.00) for each game that the Georgia Tech Men’s Basketball Team wins in the rounds of the NIT preceding the semifinal round; (10) Hewitt shall be paid an additional Seven Thousand Five Hundred

Dollars ($7,500.00) in the event that the Georgia Tech Men’s Basketball Team wins a game in the semifinals of the NIT; (11) Hewitt shall be paid an additional Ten Thousand Dollars

($10,000.00) in the event that the Georgia Tech Men’s Basketball Team wins the NIT Championship Game; and (12) Hewitt shall be paid an additional Twenty Thousand Dollars

($20,000.00) if he is named ACC Coach of the Year by the Atlantic Coast Conference or by any generally recognized media outlet or nationally recognized club or organization and an additional Twenty-Five Thousand Dollars ($25,000.00) if he is named National Coach of the Year by any generally recognized media outlet or nationally recognized club or organization. It is understood and agreed that any Exemplary Performance Payments earned under this subsection f shall be payable on or before the April 30th which follows the

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Contract Year in which it is earned and Hewitt will be deemed fully vested and entitled to any Exemplary Performance Payments upon the occurrence of the event giving rise to the Exemplary Performance Payments, despite termination of employment prior or subsequent thereto. The amounts set forth above are cumulative and, in any Contract Year, Hewitt may earn some or all of the amounts set forth above. There shall be no limitation on the total amount of Exemplary Performance Payments. g. Personal Appearances and Speaking.

Hewitt agrees to make at least twenty (20) appearances or speaking engagements for the Alexander-Tharpe Fund to assist fund raising and public relations, if requested to do so. In consideration of Hewitt’s agreement to provide such services, Hewitt shall be paid the sum of Two Hundred Thousand Dollars ($200,000) (hereinafter referred to as the “A-T Appearance Compensation”) during each Contract Year by the Alexander Tharpe Fund in equal quarterly installments, as an independent contractor. In the event the Alexander Tharpe Fund fails to pay the compensation set forth in this paragraph, then the Association guarantees said payment to Hewitt in the amount of the A-T Compensation for each Contract Year, according to the terms set forth above. h. Radio and Television Shows. (1) It is understood and agreed that Association has contracted with

and granted to International Sports Properties, Inc. ("ISP") the exclusive right to produce and market certain television and radio shows in connection with the Georgia Tech men’s basketball program. Hewitt agrees to appear on and make reasonable efforts to assist in the production and promotion of such television and radio shows. By separate agreement

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between ISP and Hewitt, ISP shall pay to Hewitt the sum of $250,000 (the “RadioTelevision Compensation”) for each Contract Year during the term of ISP’s license agreement with the Association for Hewitt’s services in connection with such television and radio shows and Association shall have no responsibility or liability to Hewitt in connection with the payment of such compensation. (2) It is further understood and agreed that, at the expiration or termination of Association’s agreement with ISP, Association may contract with and grant to another third party vendor the same rights regarding television and radio shows as set forth in subsection (1) above. Hewitt agrees to provide the same services to such third-party vendor as set forth in subsection (1) above in accordance with the same compensation terms. (3) In lieu of a third party vendor of these radio and television rights, the Association guarantees payment to Hewitt, during the Term of this Agreement, the sum of $250,000 for each Contract Year. i. Miscellaneous Benefits.

The Association agrees to grant to Hewitt, for use during the Term of this Agreement, the following additional benefits by virtue of his position as Head Men’s Basketball Coach: (1) Hewitt shall receive, at no cost, eight (8) tickets to all Georgia Tech

home football games; and (2) Hewitt shall receive, at no cost, twelve (12) tickets to all home Georgia Tech Men’s Basketball games played at Alexander

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Memorial Coliseum and twenty (20) tickets to the ACC Men’s Basketball Tournament. It is understood that these tickets may be considered as a taxable benefit for which income taxes should be withheld from Hewitt through the Association payroll reporting system based on the face value of such tickets. j. Deferred Incentive Compensation Plan.

As previously recognized under the Prior Employment Agreements, Hewitt has been designated as a “key employee” and he has been selected to participate in a deferred incentive compensation plan established by Association for certain key employees. (1) Association represents and warrants that it intends to exercise its

best efforts to establish and implement, as expeditiously as possible, a new deferred incentive compensation plan that is mutually agreeable to Hewitt and Association and which shall constitute a “top hat” plan (such plan shall hereinafter be referred to as the “Plan”). Association and Hewitt agree that, upon such Plan being selected and implemented, this Agreement shall be amended by attaching hereto as Exhibit “A” a true and correct copy of the Plan. (2) In consideration of Hewitt’s continued and extended employment

under the terms of this Agreement, Association acknowledges and agrees that Association shall roll into the Plan all amounts in any and all deferred incentive compensation plans that Association has previously established on Hewitt’s behalf in accordance with the Prior Employment Agreements. Such amounts shall be rolled over into the Plan in such manner as to avoid the creation of a taxable event.

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(3)

Association agrees that, on or before July 15th of each Contract

Year of this Agreement, Association shall make an annual contribution to the Plan in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) (the “Deferred Compensation”).

5.

Outside Activities. a. Generally. While Hewitt is representing Georgia Tech and Association as

Head Men’s Basketball Coach, he shall have the opportunity to earn outside income as a result thereof from the activities outlined in this Section 5, but only upon the following terms and conditions: (1) Hewitt’s outside income activities shall not in any manner interfere

with the full and complete performance by Hewitt of his duties and obligations as an employee of Association, recognizing always that his primary obligations lie with Association; (2) Hewitt shall not accept or receive directly or indirectly any monies,

benefit or any other gratuity whatsoever from any person, corporation, or other benefactor if such action would be in violation of NCAA or ACC rules or regulations, or Federal, State or local law. Changes to such rules, regulations or laws shall automatically apply to this Agreement without the necessity of a written modification hereto; and (3) All basketball-related contractual agreements between Hewitt and

persons, parties, or legal entities of any type, outside of the Association, shall first receive prior written approval from the Association’s Chief Executive Officer for all athletically-related income, in accordance with the requirements of NCAA Bylaw 11.2

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and its subparts and any amendments thereto. The request for approval shall be in writing and shall include the amount and sources of the income. Sources of such income shall include but are not limited to income from annuities, sports camps, country club memberships, complimentary ticket sales, television and radio programs and endorsement or consultation contracts for equipment manufacturers. In addition, such outside contracts shall be consistent with the terms of this Agreement, Association policies and procedures and all Federal, State and local laws, including the laws of the State of Georgia. Upon request by Association, Hewitt agrees to provide to Association copies of all financial records and contracts related to his athletically-related income. b. Commercial Endorsements. Subject to the restrictions otherwise set

forth in this Agreement, including but not limited to Section 9 of this Agreement, Hewitt shall be entitled to undertake commercial endorsements of products and services in which he identifies himself as the Head Men’s Basketball Coach of Georgia Tech and to retain any and all income derived therefrom; provided, however that Hewitt agrees to obtain the approval of the Director of Athletics before engaging in any such commercial endorsement. c. On-Campus Summer Camp. Hewitt shall be entitled to utilize the

facilities of the Association, to conduct an annual summer men’s basketball camp. The Association waives any interest in the revenue generated by the camp conducted by Hewitt in view of the benefit to the Georgia Tech men’s basketball program derived from the conduct of the camp. Association shall provide its facilities and staff to Hewitt for such summer camp at no charge to Hewitt, provided that Hewitt will be responsible for any costs paid to Georgia Tech or a third party by the Association which are reasonably

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required to return the facilities used by Hewitt to the condition in which they were received. d. Income from Speeches, Appearances and Written Materials. The

Association expressly authorizes Hewitt to participate in any speaking engagements, clinics, public appearances, videos, radio and/or television appearances, appearances in any other type of media (including Internet), and authorship of basketball-related books and articles, provided said activity does not conflict with: (1) Hewitt’s responsibilities as Head Men’s Basketball Coach; (2) any exclusive sponsorship rights granted by Association or its multi-media rights holder to a sponsor; or (3) any applicable federal, state or local laws or ordinances or any rules or regulations of the NCAA, ACC or any other such organizations with jurisdiction over the activities of Hewitt. Association waives any interest in the revenue generated by these activities, provided the revenue is disclosed annually in accordance with NCAA and Association policies. Hewitt agrees to obtain the prior written approval of Association’s Director of Athletics, which shall not be unreasonably withheld, before undertaking said activities. e. Shoe, Apparel and Equipment Company Agreements. Association and

Hewitt understand and agree that Association reserves the exclusive right to select and to contract with athletics shoe, apparel, and equipment companies regarding the athletics shoes, apparel, and equipment that the Association’s men’s basketball team will wear and utilize during practice, competition, and otherwise while representing the Association. Subject to the foregoing, Hewitt shall be entitled to endorse, consult, or provide other services for shoe, apparel, and/or equipment companies, provided that:

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(1)

any compensation for such outside services provided by Hewitt to

shoe, apparel or equipment companies shall be paid by such company or companies and the Association shall not be obligated to pay any such compensation to Hewitt; (2) the services rendered by Hewitt in connection with such agreement and compensation shall be separate from the services Hewitt shall provide in connection with this agreement; (3) any such agreement that Hewitt desires to enter into with a shoe, apparel, and/or equipment company to endorse, consult with or provide other services to may not require Hewitt to endorse or consult regarding the company’s shoes, apparel, and/or equipment (including the wearing or use of such shoes, apparel, and/or equipment) in circumstances in which such endorsements or consultation would be in conflict with rights granted by the Association to its sponsors; (4) any such agreement that Hewitt desires to enter into with a shoe apparel and/or equipment company to endorse, consult with or provide other services to may not restrict Hewitt from making any appearance on behalf of an Association sponsor or vendor, even if such sponsor or vendor manufactures or distributes shoes, apparel, and/or equipment; (5) Hewitt will provide to the Association, upon request, copies of any agreements with such shoe, apparel, and/or equipment companies;

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(6)

any such agreement which Hewitt desires to enter into with a shoe, apparel, or equipment company to endorse, consult or provide other services shall be subject to the prior written approval of the Association’s Chief Executive Officer and must be in the best interests of the Association, which approval shall not be unreasonably withheld; and

(7)

no portion of the compensation paid by such shoe, apparel or equipment companies for such outside services rendered by Hewitt shall be considered as or counted toward the Minimum Compensation.

f.

Indemnification for Outside Income Activities. Hewitt understands and

agrees that all outside income activities, including but not limited to the activities set forth in this Section 5 of this Agreement, are independent of Hewitt’s employment with Association and Association shall have no responsibility or liability for the payment or compensation generated from such activities, including but not limited to claims by third parties, or claims by Hewitt for loss of income, business opportunities, perquisites, or any form of consequential damages in the event Hewitt is terminated by Association pursuant to Section 10, or otherwise. In addition, Hewitt agrees to indemnify and hold harmless the Association, Georgia Tech and the Board of Regents of the University System of Georgia and their respective affiliates, trustees, officers, directors, employees, representatives and agents from any and all suits, claims, demands, damages, settlements, liability, fines, penalties, costs and expenses, including reasonable attorney’s fees, arising from any such outside income activity.

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6.

Representations and Warranties. a. By Hewitt. Hewitt represents and warrants to the Association as follows: (1) That he has been given a reasonable opportunity to read this

Agreement carefully; (2) attorney of his choice; (3) this Agreement; (4) That he executes this Agreement of his own free will for the That he has read this Agreement and fully understands the effect of That he has had an opportunity to discuss this Agreement with an

consideration set forth herein; (5) That he is not relying upon any representations whatsoever of the

Association or Association’s representatives, other than those set forth herein, as an inducement to enter into this Agreement; (6) That he is free to enter into and perform services under this

Agreement and that his execution of this Agreement and rendition of any services hereunder will not violate any contract to which he may now be a party; (7) That he is not aware of any pending or threatened investigation by

the NCAA in connection with the basketball programs at Hewitt’s prior employment; and (8) That he is not under any penalty or sanction imposed by the NCAA

which would affect his employment as Georgia Tech Head Men’s Basketball Coach. b. By Association. Association represents and warrants to Hewitt as follows: (1) Association is a validly existing Georgia corporation;

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(2)

Association has the capacity to enter into and perform this

Agreement and all services contemplated pursuant hereto, and all actions required to be taken to authorize it to enter into and perform this Agreement have been properly taken; (3) Association has had the opportunity to discuss this Agreement with

an attorney of its choosing; and (4) execution and delivery of this Agreement by Association and the

performance by it of its obligations hereunder will not constitute a breach by it of any other agreements to which it is a party.

7.

Association Obligations. In consideration for Hewitt’s continued and extended

employment and as an inducement for Hewitt to enter into this Agreement, Association has indicated its intention to provide the following upgrades and benefits to the Georgia Tech men’s intercollegiate basketball program and Association will exercise its best efforts to implement the following: a. Beginning with the 2004-05 season and at all times when school is in session, provide charter air transportation for the Georgia Tech men’s basketball team on charter flights both to and from weekday games and on charter flights either to or from weekend games, in an attempt to minimize the number of classes that members of the men’s basketball team may miss due to away games; b. Undertake construction of a new practice facility to be used by the Georgia Tech men’s basketball team; c. Beginning with the 2004-05 season, upgrade the video equipment utilized throughout the Georgia Tech men’s basketball program, including acquisition of laptop

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computers for designated members of the basketball coaching staff to enable the coaches to view games on such computers and enhance the Internet and computer capabilities in the basketball offices; and d. At the beginning of the 2004-05 season, increase the salary budget for the assistant men’s basketball coaching staff, including operations director, to that level paid by North Carolina State University to its assistant basketball coaches. 8. Disability, Long Term Illness or Incapacity. a. If Hewitt cannot or does not substantially perform his duties as the

Association’s Head Men’s Basketball Coach because of illness, medical or psychological incapacity or physical or mental disability of any type whatsoever for a cumulative total of more than six (6) months in any Contract Year (the “Disability”), the Director of Athletics may terminate this Agreement, with the approval of the President of the Association or his designee, upon thirty (30) days notice to Hewitt. b. No final determination of the existence of a Disability or action shall be

taken thereon until the following procedure is utilized. After the initial determination by the Director of Athletics and President, Hewitt and the Association shall each appoint a licensed physician and the licensed physicians together shall appoint a mutually agreed upon third licensed physician to review the medical evidence. Their findings are non-binding, but shall be admissible and used in any subsequent proceeding. If the Parties to this Agreement are unable to reach agreement regarding the application of this Section, then the arbitration provisions set forth in Section 11 shall apply.

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c.

Should Association terminate Hewitt’s employment by virtue of a

Disability, Association agrees to pay to Hewitt those amounts set forth in Section 10 of this Agreement.

9.

Conditions of Employment. a. Hewitt shall devote his time, attention, energies and abilities to his duties

as the Association’s Head Men’s Basketball Coach, and during his employment, except as otherwise herein provided and authorized, he shall not engage in any other business or occupation, without first obtaining the written approval of the Director of Athletics. b. Hewitt shall recognize and comply with the laws, policies, rules and

regulations of and governing Georgia Tech and the Association and the rules and regulations of the NCAA and ACC as now constituted or as they may be amended during the Term hereof. Hewitt shall also use reasonable efforts to ensure that all assistant coaches and any other employees for which he is administratively responsible comply with the aforesaid policies, rules and regulations as well. c. Hewitt shall have the right to incorporate himself into a personal service

corporation for the purposes of protecting his personal assets from liability resulting from sports camps or other professional activities outside of his employment with the Association, and/or to shelter income in the appropriate retirement plan vehicles resulting from sources outside the Association’s system, and approved herein. d. Any income resulting from clinics, professional activities, endorsements,

speaking engagements, or other self-employment income generated from activities relating to his conduct as Men’s Basketball Coach not set forth herein shall be non-W-2

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income and paid directly to Hewitt, but reportable to the Director of Athletics and President of Georgia Tech. Furthermore, it is recognized that the aforementioned income and benefits shall be subject to NCAA rules and regulations regarding the reporting and institutional controls with respect to Hewitt’s outside income, as required by that governing body and its members, and must be also consistent with Association, NCAA and ACC policies and procedures. e. Hewitt shall have the right to operate men’s basketball camps during the

summer months, using the Association’s facilities, personnel and other services, provided he provides adequate insurance against any claims, demand or action that might arise as a result of such operations. Staff compensation shall be solely subject to Hewitt’s control and shall be the sole responsibility of Hewitt but shall be in accordance with NCAA policies and procedures. f. Hewitt shall conduct such travel as is necessary to carry out his duties as

Head Men’s Basketball Coach, and he shall be entitled to reimbursement for transportation and per diem expenses as authorized by applicable law and Association policy upon presentation of the appropriate vouchers and receipts. In addition thereto, Association shall reimburse Hewitt for reasonable travel expenses incurred by his spouse for three (3) trips during each Contract Year when she accompanies Hewitt. Said reasonable travel expenses shall include, but not be limited to, airline transportation, hotel expenses, meals, rental cars, and convention expenses, including registration fees. g. Should another employment opportunity in coaching or otherwise be

presented to Hewitt or should Hewitt be interested in other such employment during the Term of this Agreement, Hewitt must notify the Director of Athletics of such opportunity

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or interest before any discussions may be held or undertaken, directly or indirectly, by Hewitt or anyone acting on his behalf with anticipated employment principals or their representatives.

10.

Termination. a. Event of Termination. Hewitt’s employment shall terminate upon occurrence of any of the following (hereinafter referred to as a “Termination Event”): (1) (2) (3) (4) (5) (6) (7) for Cause (as defined in Section 10.b.); or Without Cause (as defined in Section 10.c.); or for Good Reason (as defined in Section 10.d.); or upon the death of Hewitt; or upon the Disability of Hewitt (as defined in Section 8); or upon Voluntary Resignation (as defined in Section 10.e.); or upon Other Resignation (as defined in Section 10.f.).

Upon occurrence of a Termination Event, Association and Hewitt shall have those payment rights and obligations set forth in Section 10.g., as well as all other rights and remedies that may be available to them at law or in equity. b. Definition of “Cause”. “Cause” shall mean: (1) Conviction of a crime involving moral turpitude or conviction for a

felony for which the penalty for conviction either is more than one (1) year in prison or a fine of more than One Thousand Dollars ($1,000.00);

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(2)

Failure by Hewitt to substantially perform all of the material and

substantive duties as set forth in this Agreement; or (3) Willfully violating an NCAA or ACC regulation or rule which

results, after hearing, in probation or loss of scholarships or knowingly allowing a member of the Men’s Basketball coaching staff to engage in conduct which results in similar sanctions; provided, however, that “Cause” shall be deemed to exist only after Hewitt has been given written notice of the basis upon which “Cause” is deemed to have occurred and thirty (30) days have expired since Hewitt’s receipt of such written notice without Hewitt having cured such circumstance that has been alleged to constitute “Cause” and further provided that the President of the Association or the President’s designee approves that such “Cause” exists. Should Hewitt disagree with the Association’s assertion that “Cause" exists, Hewitt may, within ten (10) days of receipt of such written notice, give written notice of his objection to the Association and seek arbitration pursuant to the terms of this Agreement. c. Definition of “Without Cause”. “Without Cause” shall mean any termination by Association of Hewitt’s employment for any reason other than for Cause, including but not limited to the notification by Association to Hewitt under Section 2c of this Agreement that the automatic rollover provision shall not take effect. Termination of employment Without Cause shall take effect immediately upon Hewitt’s receipt of written notification that the Association has terminated Hewitt’s employment. d. Definition of “Good Reason”. “Good Reason” shall occur if:

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(1) David T. Braine ceases to continue as the Director of Athletics of the Association for any reason whatsoever and Hewitt elects to terminate his employment within two (2) years after Mr. Braine ceases to continue as Director of Athletics; or (2) Hewitt wishes to accept employment with a team that is a member of the National Basketball Association or the National Basketball Association itself. e. Definition of “Voluntary Resignation”. “Voluntary Resignation” shall mean the voluntary resignation by Hewitt of his employment with Association without the existence of Good Reason or by virtue of a Disability, in order to accept a head men’s basketball coaching position with another college or university. f. Definition of “Other Resignation”. “Other Resignation” shall mean the resignation by Hewitt of his employment with Association without the existence of Good Reason or the existence of a Disability and which is not a Voluntary Resignation. Other Resignation shall mean a resignation by Hewitt in which he does not accept employment by a National Basketball Association team or a head men’s basketball coaching position with another college or university. g. Termination Pay. (1) Termination By Association For Cause. If Association terminates Hewitt’s employment for Cause, Hewitt will be entitled to receive the Minimum Compensation through the date such termination is

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effective, which Minimum Compensation for such Contract Year shall be prorated for such portion of the Contract Year through the effective date of termination. Following such termination for Cause, Hewitt shall be free to accept any employment whatsoever without restriction or limitation and with no further obligation to Association. (2) Termination By Association Without Cause. If Association terminates Hewitt’s employment Without Cause, Association shall compensate Hewitt for Association’s obligations under this Agreement by paying to Hewitt, in equal monthly installments over the remaining Term (as though his employment had not been terminated), the Minimum Compensation for each Contract Year that remained in the Term immediately prior to termination Without Cause. Following such termination Without Cause, Hewitt shall be free to accept any employment whatsoever without restriction or limitation and with no further obligation to Association. (3) Termination By Hewitt For Good Reason. If Hewitt terminates his employment for Good Reason, Association shall compensate Hewitt by paying him the Minimum Compensation due through the date of termination. Following such termination for Good Reason, Hewitt shall be free to accept any employment whatsoever

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without restriction or limitation and with no further obligation to Association. (4) Termination Upon Death of Hewitt. If Hewitt’s employment is terminated because of Hewitt’s death, Association shall compensate Hewitt for Association’s obligations under this Agreement by paying to the estate of Hewitt, in equal monthly installments over the remaining Term (as though his employment had not been terminated), the Minimum Compensation for each Contract Year that remained in the Term immediately prior to termination because of Hewitt’s death; provided that Association’s obligation under this subsection (4) shall be conditioned upon Association procuring a life insurance policy upon the life of Hewitt in the amount of Association’s obligation under this subsection (4) as to which Association agrees to exercise its best efforts to procure expeditiously. (5) Termination Upon Disability of Hewitt. If Hewitt’s employment is terminated because of Hewitt’s Disability, Association shall compensate Hewitt for Association’s obligations under this Agreement by paying to Hewitt the Minimum Compensation owed by Association for the six (6) months following determination of Hewitt’s Disability, less amounts paid to Hewitt by disability insurance procured by Association pursuant to Section 4e(2) of this Agreement.

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(6)

Termination Upon Voluntary Resignation of Hewitt. If Hewitt terminates his employment by means of Voluntary Resignation, Hewitt will be entitled to receive the Minimum Compensation for such Contract Year through the date that his Voluntary Resignation is effective, together with any Exemplary Performance Payments which may be due. In the event of a Voluntary Resignation, Hewitt shall pay to the Association an amount equal to one-half (1/2) of the Minimum Compensation due for the remaining Term, determined as of the time of the Voluntary Resignation. Hewitt agrees to pay such amounts to Association in equal installments on a monthly basis for the period which would otherwise remain in the Term in the absence of his Voluntary Resignation. Following such termination by Hewitt upon his Voluntary Resignation, Hewitt shall be free to accept any employment whatsoever without restriction or limitation and with no further obligation to Association except as specified in the immediately preceding sentence.

(7)

Termination By Hewitt For Other Resignation. If Hewitt terminates his employment by means of Other Resignation, Hewitt will be entitled to receive the Minimum Compensation for such Contract Year through the date that his Other Resignation is effective, together with any Exemplary Performance Payments which may be due. Following such termination by Hewitt upon his

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Other Resignation, Hewitt shall be free to accept any employment whatsoever other than with a National Basketball Association team or as head men’s basketball coach at another college or university without restriction or limitation and with no further obligation to Association. (8) Termination Pay Not Subject To Offset or Duty To Mitigate. The Parties acknowledge and agree that, to the extent that Hewitt’s employment shall be terminated by Association Without Cause, or upon the death or Disability of Hewitt, neither the payment obligations of the Association nor the entitlement of Hewitt or his estate to receive the payments as set forth in this Section shall be reduced, affected, modified or be subject to offset or any duty to mitigate of any type whatsoever by virtue of any subsequent employment that Hewitt may procure.

11.

Arbitration. Any dispute, disagreement, difference, controversy or claim arising out of or relating to this Agreement or the breach thereof ("Claim") shall be submitted to a meeting of the Parties. The Parties and their representatives shall meet within ten (10) days after one Party submits a notice to the other Party requesting such meeting. If the Claim is not settled within ten (10) days after receipt of the aforesaid notice, any Party may cause the Claim to be submitted to and be determined by binding arbitration to be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s commercial rules

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and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration shall be held in Atlanta, Georgia, and conducted before a panel of three (3) neutral arbitrators selected from a panel supplied to the Parties by the AAA. The arbitration proceedings shall be conducted using the expedited procedures of the AAA. The arbitrators shall have the authority to award any remedy or relief permissible under Georgia law including, without limitation, specific performance of any obligation created under this Agreement, the awarding of punitive damages, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. All fees and expenses of the arbitration shall be borne by the Parties equally. However, each Party shall bear the expense of its own attorneys, witnesses, and preparation and presentation of proofs. Notwithstanding the foregoing, the Parties shall be able to seek equitable relief from a court of competent jurisdiction to provide equitable relief in aid of arbitration.

12.

Miscellaneous. a. Waiver of Breach. The waiver by either Party of a breach of any

provision of this Agreement shall not operate or be construed as a waiver by that Party of any subsequent breaches. b. Severability. In the event that any provision of this Agreement shall be

deemed invalid, unreasonable or unenforceable by any Court of competent jurisdiction or arbitration panel because of a violation either of applicable law or of NCAA or ACC rules or bylaws, such provision shall be stricken from the Agreement or modified so as to

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render it reasonable, and the remaining provisions of this Agreement or the modified provision shall continue in full force and effect and be binding upon the Parties so long as such remaining or modified provisions reflect the interest of the Parties at the date of this Agreement. Any such stricken items shall be subject to renegotiation at the first possible time, subject to right of refusal by the Association. c. Notices. All notices hereunder shall be in writing and shall be given by

personal delivery, registered or certified mail or telecopy to the following addresses (or such other addresses as may be designated in writing by either Party): As to Hewitt: Paul Hewitt Head Men’s Basketball Coach Georgia Tech Athletic Association 150 Bobby Dodd Way, N.W. Atlanta, Georgia 30332-0455 Legal Department Career Sports & Entertainment, Inc. 200 Galleria Parkway, Suite 2060 Atlanta, Georgia 30339 Director of Athletics Georgia Tech Athletic Association 150 Bobby Dodd Way, N.W. Atlanta, Georgia 30332-0455

With a copy to:

As to Association:

Notice shall be deemed received when actually received by the recipient, in the case of personal delivery or overnight mail, when the sender receives confirmation of successful telecopy delivery, or on the third (3rd) business day, in the case of transmission by certified mail. d. Applicable Law. This Agreement shall be construed in accordance with

the laws of the State of Georgia.

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e.

Successors and Assigns. This Agreement shall inure to the benefit of and

be binding upon the successors and assigns of the Association and Hewitt. f. Headings. The headings at the beginning of each section and subsection

of this Agreement are for convenience only and shall not in any way affect the interpretation of any section of this Agreement or the entire Agreement. g. Counterparts. This Agreement may be executed in multiple counterparts,

each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. h. Remedies. The remedies provided for herein or otherwise available to the

Parties shall be cumulative and no one such remedy shall be exclusive of any other and the exercise of any one shall not preclude the exercise or be deemed to be a waiver of any right or remedy at law or in equity which may be available to a Party, including any rights to damage or injunctive relief. i. No Assignment. This Agreement is one which requires the personal

services of Hewitt and therefore cannot be assigned by Hewitt. j. Modifications. The terms of this Agreement may not be modified,

waived, amended, discharged, terminated or supplemented, otherwise changed, except by a written document executed by an authorized representative of each Party. k. Compliance With Laws. This Agreement is made subject to all

applicable federal, state and local laws and regulations and NCAA and ACC rules and regulations now existing or hereafter in force. l. Construction of Agreement. Each Party acknowledges participation in

the negotiation of this Agreement and that no provision of this Agreement shall be

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construed against or be interpreted to the disadvantage of any Party hereto by any court, arbitration panel, or other governmental or judicial authority by reason of such Party having or deemed to have structured, dictated or drafted such provision. m. Survival. The covenants, acknowledgments, representations, agreement

and obligations contained in Sections 6, 10.g., 11 and 12 of this Agreement shall survive the termination or expiration of this Agreement, including but not limited to occurrence of a Termination Event. Additionally, all accrued but unpaid payment obligations on the part of the Parties shall survive termination or expiration of this Agreement. n. Additional Documents. The Parties shall execute and deliver any and all

additional papers, documents and other instruments and shall do any and all further acts and things reasonable necessary in connection with performance of their obligations hereunder to carry out the intent of this Agreement. o. Entire Agreement. This Agreement represents the entire understanding

of the Parties regarding Hewitt’s employment and supersedes all other agreements, if any, express or implied, written or oral, regarding Hewitt’s employment with Association. Notwithstanding the foregoing, Hewitt shall be entitled to be paid any and all exemplary performance payments earned under the Prior Employment Agreements which may remain unpaid as of the date of this Agreement. Further, neither Party is relying upon any representation not expressly contained in this Agreement. p. Acknowledgment. Association and Hewitt acknowledge that they have

each read and that they understand the foregoing provisions of this Agreement, that such provisions are reasonable and enforceable and that they agree to abide by this Agreement and the terms and conditions set forth herein.

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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date first set forth above. Witness: _____________________ ____________________________________ PAUL HEWITT GEORGIA TECH ATHLETIC ASSOCIATION By:_____________________________________ David T. Braine Director of Athletics

Witness: ______________________

EXHIBIT “A”

Deferred Incentive Compensation Plan

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