AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January 1, 2009, between MEDIA SCIENCES INTERNATIONAL, INC., a Delaware corporation with offices at 8 Allerman Road, Oakland, New Jersey 07436 (“Employer”), and MICHAEL W. LEVIN (“Employee”).

W I T N E S S E T H:

WHEREAS, Employer desires to retain the services of Employee and Employee desires to be employed by Employer upon the terms and conditions hereinafter set forth;

WHEREAS, this Agreement amends, modifies, and supercedes the Employment Agreement dated as of July 1, 2008 between the parties;

NOW THEREFORE, in consideration of the agreements herein contained, the parties hereto agree as follows:

1.         EMPLOYMENT . Employer hereby employs Employee, and Employee hereby agrees to serve, as President and Chief Executive Officer of Employer, for the Term of Employment (as defined in Section 2). Employee agrees to perform such services as are customary for such offices. Employee further agrees to use Employee’s best efforts to promote the interest of Employer and to devote Employee’s full business time and energies during normal business hours to the business and affairs of Employer during the Term of Employment.

2.         TERM OF EMPLOYMENT . The employment hereunder is as of January 1, 2009 and shall continue until December 31, 2010 (the “Term of Employment”), unless earlier terminated as provided in Section 3 or Section 11.

B.        at the option of Employer upon 30 days prior written notice to Employee, in the event Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months (“Disability”);

C.        upon “good reason” which term shall mean a material negative change in the Employee’s duties and responsibilities or Employee’s base compensation, including but not limited to the following:

i.        A material diminution in Employee’s base compensation, authority, duties, responsibilities;

ii.        A change in the geographic location that is material at which Employee must perform services;

iii.        Any other action or inaction that constitutes a material breach by Employer under this agreement, that governs the terms of Employee’s employment with Employer;

Employee must provide notice to Employer within 90 days of the inception of the good reason condition after which the Employer shall have 30 days to remedy the condition before any termination based on Good Reason will be treated as involuntary (“Good Reason”); notwithstanding the foregoing, reasonable changes in authority, duties, or responsibilities resulting as a consequence of a “Business Change” shall not qualify as a good reason condition;

D.        upon Employee’s discharge by the Board of Directors of Employer for “cause” (as defined in Section 11 hereof) (“For Cause”);

E.        upon Employee’s discharge by the Board of Directors “without cause” (“Without Cause Termination”); or

A “Business Change” shall mean a transaction or series of transactions between Employer and a third party (“Business Successor”) that constitute a “Change in Control” within the meaning of Treasury Regulations Section 1.409A-3(i)(5), or a transaction or series of transactions whereby the Business Successor becomes the successor to all or a significant portion of Employer’s present business.

A.         Base Salary . As compensation for the services to be provided hereunder and in consideration of Employee’s agreement not to compete as set forth in Section 5, during the Term of Employment, Employer shall pay Employee an annual salary of two hundred, fifty thousand dollars ($250,000), or such greater annual salary as may be established by Employer’s Board of Directors, which shall be payable in appropriate installments to conform with the regular payroll dates for salaried personnel of Employer.

B.         Bonus . Employee shall, during the term of this Agreement, be entitled to an annual performance bonus equal to such amount as the Board of Directors may determine. Additionally, Employee shall be entitled to such other bonuses as the Board of Directors shall determine from time to time. Any bonus payable under this Section will be paid in accordance with the Performance Based Cash Bonus Compensation Plan in effect during the year in which any such bonus may be awarded.

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C.         Stock Grant . Employee is hereby granted a restricted stock award (“RSA”) of 50,000 shares of Employer’s common stock, par value $0.001 per share. The RSA shall vest the earlier of (i) January 1, 2010, or, (ii) a “Change in Control” which shall mean an event or series of events that constitutes a change in the ownership or effective control of Employer, or a change in the ownership of a substantial portion of the assets of Employer as defined in Treasury Regulations Section 1.409A-3(i)(5).

D.         Other Benefits . Employee shall be entitled to the following fringe benefits, perquisites, and other benefits of employment during the Term of Employment: (i) medical and dental insurance under such group medical, dental and vision insurance policies as Employer may provide to its employees; (ii) sick days in accordance with Employer’s policy regarding officers; (iii) six (6) weeks vacation in each year prorata; (iv) participation in Employer’s 401(k) plan or such other plan as Employer may adopt; (v) participation in Employer’s employee stock option plan, and/or such independent plan as may be established; and (vi) Employer shall also during the term hereof, and for one year thereafter provide and fully pay for a fifteen year (15-year) term life insurance policy on the life of Employee, subject to Employee’s reasonable insurability, with a face amount of benefit of $2,000,000 and with the beneficiary thereof to be Employee’s estate, or as otherwise directed by Employee; Employee shall have the option to maintain such insurance at his own expense commencing one year after the end of the term hereof, if such term is not renewed. In addition to the foregoing, Employee shall also be entitled to any benefits, perquisites and other benefits, to the extent that the Board of Directors determines such benefits are to be made available to Employer’s employees or management employees in general. Notwithstanding anything to the contrary in this Agreement, in the event of termination of employment for any reason other than “For Cause”, Employee is entitled to 12 months of continued health care benefit coverage, paid for by Employer, under the same terms, conditions and coverage that Employee enjoys at the time of termination.

E.         Payment Upon Early Termination . In the event of early termination of employment “For Cause” for any reason specified in Section 11 hereof, or for a Resignation, Employer shall no longer be obligated to make any payments of compensation to Employee or Employee’s estate under this Agreement except as provided for herein. However, any salary or bonus earned and/or vested for prior periods, but not yet paid, shall be paid by Employer to Employee or Employee’s estate. In the event of early termination of employment during the period through December 31, 2009 due to Employee’s Disability, Without Cause Termination, or involuntary termination for “Good Reason”, the Employee or Employee’s estate shall be paid, in a lump sum, three hundred thousand dollars ($300,000) within two weeks of Termination; provided, however, that in the event of Without Cause Termination at any time during the period through December 31, 2009 when Employer is in discussions with a Business Successor for a transaction that, if effected (whether or not effected), may result in a Business Change, the Employee or Employee’s estate shall be paid, in a lump sum, five hundred, forty thousand dollars ($540,000) within two weeks of Termination. In the event of early termination of employment after December 31, 2009 due to Employee’s Disability, Without Cause Termination or involuntary termination for “Good Reason”, the Employee or Employee’s estate shall be paid, in a lump sum, an

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amount equal to one year Base Salary within two weeks of Termination; provided, however, that in the event of Without Cause Termination at any time after December 31, 2009 when Employer is in discussions with a Business Successor for a transaction that, if effected (whether or not effected), may result in a Business Change, the Employee or Employee’s estate shall be paid, in a lump sum, an amount equal to two hundred percent (200%) of Employee’s “base amount”, as defined in § 280G(3) of the Internal Revenue Code of 1986, as amended (the “Code”) within two weeks of Termination. As consideration for such payment in connection with Without Cause Termination or involuntary termination for “Good Reason”, should a Business Change have been transacted, for a period of six months thereafter, Employee agrees not to accept an employment opportunity with or be employed by Business Successor. If a payment is made under this Section 4(E), then no payment will be made under Section 6.

A.         Covenant Not to Compete and Solicit . During the Term of Employment, Employee will not, within any jurisdiction in