**Exhibit 10.48.1**

 

FIRSTAMENDMENT TO EMPLOYMENT AGREEMENT between Artemis International SolutionsCorporation, a Delaware corporation (the “Company”), and Robert Stefanovich(the “Employee”) (the “First Amendment”), dated as of March   , 2004, amending the Employment Agreementdated as of October 9, 2002, between the Company and Employee (the “OriginalAgreement,” and as amended by this First Amendment, the “Agreement”).

 

WHEREAS, theCompany and the Employee desire to amend certain terms of the Employee’s employmentwith the Company as set forth in the Original Agreement.

 

NOW,THEREFORE, in consideration of the covenants contained herein and other goodand valuable consideration (including but not limited to the Employeecontinuing to provide services to the Company pursuant to the Agreement), thereceipt and sufficiency of which are hereby acknowledged, the Company and theEmployee hereby agree as follows:

 

1.  The typographical error located in the thirdparagraph of the original Agreement – wherein Employee’s job title was in parterroneously identified as “Chief Executive Officer,” shall be revised andcorrected to now identify Employee’s job title in part as, “Chief FinancialOfficer.”

 

2.  Section 1, “Duties,” shall be revised byadding a new “(iii)” at the end of the very last sentence in the Section, suchthat said sentence would now read as follows:

 

*Employee agrees to perform Employee’s dutiesto the best of his abilities and to devote all of his professional time,attention and energy to the business of Employer; provided, however, thatEmployee may (i) engage in activities in connection with charitable or civicactivities; (ii) serve as an executor, trustee or in other similar fiduciarycapacity, if in each case, such activities do not interfere with Employee’sservices hereunder; and (iii) serve as a member of a board of directorspertaining to a for-profit commercial entity, as long as such activity does notinterfere with Employee’s services hereunder.*

 

3.  Sub-section “(c)” of Section 4 of the OriginalAgreement, “Term of Agreement – Compensation upon termination,” shall berevised such that parts “(i) (A)” shall now read as follows:

 

*(i) if Employer terminates this Agreementwithout Good Cause, or if Employee resigns for Good Reason as provided below inSection 4(d), then Employee will be entitled (A) both to his continued BaseSalary for a period of twelve months at the rate in effect on the date ofEmployee’s termination, with said payments to coincide with Employer’sregularly scheduled payroll, and to his continued*

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*medical benefits for a period of twelvemonths to be provided at the Employer’s expense, with said provision ofbenefits to be at the same level as provided immediately prior to the date ofEmployee’s termination,*

 

4.  Sub-section “(d)” of Section 4 of theoriginal Agreement “Term of Agreement – If Employee resigns for Good Reason,”shall be deleted in its entirety and replaced with the following:

 

*(d) If Employee resigns for Good Reason, then said resignation shall betreated as a termination without Good Cause by Employer, consistent withSection 4(c)(i) above, with Employee being eligible to receive the benefits asprovided therein.  For purposes of thisEmployment Agreement, Resignation for Good Reason shall include and may betriggered by: (i) a reduction in title or any material reduction in duties andresponsibilities, (ii) a change of both the Corporation’s Chief ExecutiveOfficer and the Chairman of the Board of Directors, as of the effective date ofthe First Amendment to the Original Agreement, (iii) either the office locatedat 4041 MacArthur Blvd in Newport Beach, CA, being relocated more thantwenty-five miles farther away from Employee’s home address, or the location ofthe Company’s headquarters being moved outside of the United States, as of theeffective date of the First Amendment to the Original Agreement, (iv) adiminution of base salary, (v) a diminution or elimination of the IncentiveCompensation bonus target for a fiscal year as described above in Section 2(b),(vi) a diminution in coverage or elimination of the Directors and OfficersInsurance in effect as of the effective date of the First Amendment to theOriginal Agreement,  and (vii) a “Changein Control,” which shall be deemed to have occurred if, (A) there shall beconsummated (x) any consolidation or merger of the Company in which the Companyis not the continuing or surviving corporation or pursuant to which shares ofCommon Stock would be converted into cash, securities or other property, otherthan a merger of the Company in which holders of Common Stock immediately priorto the merger own a majority of the common stock of the surviving corporationimmediately after the merger, or (y) any sale, lease, exchange or othertransfer (in one transaction or a series of related transactions) of all, orsubstantially all, of the assets of the Company; (B) the stockholders of theCompany approve any plan or proposal for the liquidation or dissolution of theCompany; or (C) any “person” (as such term is used in Sections 13(d) and14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), shall become the beneficial owner (within the meaning of Rule 13d-3under the Exchange Act) of 50% or more of the outstanding Common Stock.  Employee shall have the right to resign forGood Reason and thereby terminate his employment for cause under this Agreementand pursuant to this Section 4(d) upon not less than fifteen (15) days priorwritten notice, which notice must be given within thirty (30) days after theoccurrence of the event giving rise to such right to terminate;  provided, however, in cases where the titleor position have been reduced, that Company shall have the right to restore Employee to his title and position priorto such event within ten (10) days after such notice is given.  If Employee is not restored to his priortitle and position within ten (10) days after such notice is given, hisresignation under this subparagraph shall be*

 

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*treated as a termination by Company withoutGood Cause, consistent with Section 4(c)(i) above, with Employee being eligibleto receive the benefits as provided therein.*

 

5.  Miscellaneous

 

(a)           Ratification.  Except as otherwise expressly set forthherein, the Original Agreement is hereby ratified and confirmed in itsentirety.

 

(b)           Effective Date.  This First Amendment shall be effective asof the date first written above.

 

IN WITNESSWHEREOF, the undersigned have duly executed this First Amendment as of the datefirst written above.

 

 

# **ARTEMIS INTERNATIONAL SOLUTIONS CORPORATION**

 
| By:          |                                                              |   |
|--------------|-------------------------------------------------------------------|--------|
|         | (Signature)                                                       |
|         |                                                              |
|         | Patrick  Ternier                                                  |
|         | President  and Chief Executive Officer                            |
|         |
|         |
| **EMPLOYEE** |
|         |
|         |                                                              |   |
|         | (Signature)                                                       |
|         |                                                              |
|         | Robert  Stefanovich                                               |
|         | Executive  Vice President, Chief Financial Officer of the Company |

 

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