Exhibit 10.46


 


AMENDMENT TO EMPLOYMENT CONTRACT

BY AND BETWEEN

FOCUS ENHANCEMENTS, INC.,

AND

THOMAS M. HAMILTON


 


This Amendment
(this “Amendment”) dated as of February 1, 1999, (the “Amendment Effective
Date”) will modify certain terms and conditions of the below-described
Employment Agreement (the “Original Agreement”) between Focus
Enhancements, Inc., (“Employer”) and Thomas M. Hamilton (“Employee”).
Unless specifically noted herein, all other terms of the Original Agreement
shall remain in full force and effect, including any terms that survive
termination of the Original Agreement.


 


WHEREAS,
Employer and Employee have heretofore entered into the Original Agreement, more
particularly described as Employment Contract effective as of October 18,
1996;


 


WHEREAS, Employer and Employee desire, upon
terms and subject to the conditions hereinafter set forth, to amend the
Original Agreement in certain respects;


 


NOW,
THEREFORE, in consideration of the mutual promises contained herein and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:


 


ARTICLE I


 


AMENDMENT OF AGREEMENT


 


Section 1.1            Defined
Terms


 


Except as
otherwise specified herein, the terms used in this Amendment and defined in the
Original Agreement as amended hereby (as so amended, the “Amended Agreement”)
shall have the meanings provided in the Original Agreement.


 


Section 1.2            Amendment


 


Effective upon
the execution of this Amendment, the provisions of the Original Agreement
referred to below are hereby amended as follows:


 


1.             Section 1.1
of the Original Agreement is restated in its entirety to read as follows:


 


“Employer hereby employs Employee, and
Employee hereby accepts employment with Employer for the period beginning on October 18,
1998, and terminating on December 31, 1999.”


 

















 


2.             Section 1.2
of the Original Agreement is restated in its entirety to read as follows:


 


“After December 31, 1999, this Agreement
shall be renewed automatically for succeeding terms of one (1) year (the
Succeeding Term”), subject to earlier termination as provided in Section 6.1,
unless one party gives notice to the other at least thirty (30) days prior to
the expiration of any term of its intention not to renew. Employer agrees that
in the event of non-renewal by Employer pursuant to this Section 1.2,
Employer shall pay to Employee severance pay in an amount equaling two months
base compensation.”


 


3.             The first sentence of
Section 2.1 of the Original Agreement is restated in its entirety to read
as follows:


 


“Employee shall serve as Vice President of
Research & Development.”


 


SECTION 2: Additional Provisions


 


Section 2.1            No
Other Modifications.


 


Except as expressly modified herein, all of
the terms and conditions of the Original Agreement will remain in full force
and effect. The amendments set forth above (a) do not constitute a waiver
or modification of any term, condition, covenant, agreement, representation or
warranty of or set forth in the Original Agreement or a waiver of a failure to
perform any obligation under the Original Agreement, and (b) shall not
prejudice any rights or remedies which Employer or Employee may now or
hereafter have under or in connection with the Original Agreement, as modified
hereby. In the event of any conflict between the provisions of the Original
Agreement and the provisions of this Amendment, the provisions of this
Amendment shall control.


 


Section 2.2            Entire
Agreement.


 


The Original Agreement as amended by this
Amendment constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior and contemporaneous
representations, understandings or agreements, whether oral or written,
relating to the subject matter hereof. All prior or contemporaneous
representations, understandings or agreements, whether oral or written, that
are not expressly set forth within the four corners of the Original Agreement
as amended by this Amendment are hereby deemed waived, superseded and
abandoned.


 


Section 2.3            Amendments.


 


No amendment or modification of this
Amendment will be binding on any of the parties to this Amendment unless such
amendment or modification is contained in a written document which expresses an
intention to amend this Amendment and is executed by each of the parties.


 


Section 2.4            Counterparts.


 


This Amendment may be executed in several
counterparts all of which taken together shall constitute one single agreement
between the parties.


 


2

















 


Section 2.5            Terms
Confidential.


 


The terms and conditions of this Amendment
are confidential and shall be treated as such by Employer and Employee except
to the extent that either party must disclose for reasonable business purposes
or must otherwise disclose to its attorneys, accountants, lenders, regulators
or others with a need or right to know.


 


Section 2.6            Successors
and Assigns.


 


This Amendment is a continuing obligation and
binds, and the benefits hereof shall inure to Employer and Employee and their
respective successors and assigns. Neither this Amendment nor any rights
hereunder may be assigned by Employee without the prior written consent of the
Employer.


 


Section 2.7            Headings.


 


Section headings in this Amendment are
included herein for convenience or reference only and shall not constitute a
part of this Amendment for any other purpose


 


IN WITNESS WHEREOF, the parties have caused
the signatures of their duly authorized officers to be hereunto affixed.


 


 


	
   

  	
  EMPLOYER

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
  FOCUS ENHANCMENTS, INC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Christopher Ricci

  	
   

  	
  By

  	
  /s/ Thomas Hamilton

  	
   

  
	
   

  	
  By: Christopher P. Ricci

  	
  Name: Thomas M. Hamilton

  
	
   

  	
  Title: Sr. Vice President