Exhibit
10.33





AMENDMENT
NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENT





This
Amendment No. 1 (“Amendment”) is made
and entered into this 16th day of July, 2009, to be effective as provided
pursuant to Section
6 herein, by and among INPLAY TECHNOLOGIES, INC., a
Nevada corporation(the “Company”),
and MARK SOKOLOWSKI
(“Executive”).





RECITALS





WHEREAS,the Company and
Executive are parties to a Change in Control Severance Agreement dated April 15,
2008 (the “Agreement”), by and
among the Company and Executive;




WHEREAS, the Company is
presently in negotiations concerning, and intends to enter into an Asset
Purchase Agreement on or about June 26, 2009 with Wacom Co. Ltd. (the “Purchase Agreement”)
providing for Wacom Co. Ltd.’s (“Wacom“) purchase of
the all of the Company’s assets (the “Pending
Transaction”);




WHEREAS, following the close
of the Pending Transaction and settlement of Company creditor claims, the
Company intends to wind up all of its affairs, cease all operations, and
permanently close;




WHEREAS, pursuant to Section 6(a) of the
Agreement, any amendment or modification to the Agreement must be in writing,
signed by both the Company and Executive; and




WHEREAS, the Company and
Executive believe that, in light of the Pending Transaction, it is in their
mutual best interests to amend the Agreement pursuant to the provisions
contained herein.




AGREEMENT




NOW THEREFORE, in
consideration of the premises, the mutual covenants and agreements herein
contained, and other valuable consideration, the receipt, adequacy, and
sufficiency whereof are hereby acknowledged, the parties hereto, intending to be
legally bound, the Agreement is hereby amended as follows.




1.           Section 1 of the
Agreement, “Change in Control,” and all subparts thereto, is hereby amended and
restated as follows:




Closing
Bonus.  Provided that the Pending Transaction closes in
accordance with substantially all of the terms and conditions set forth in the
Purchase Agreement, in recognition of Executive’s work to complete the Pending
Transaction, the Company or its successor or assign shall pay to Executive a
Closing Bonus (the “Closing Bonus”) in
the gross amount of Two Hundred Fifteen Thousand Dollars and No Cents
($215,000.00), less all applicable state and federal tax withholdings, to be
paid in three installments (each a “Closing Bonus
Payment” and collectively, the “Closing Bonus
Payments”) as follows:




i)            one
Closing Bonus Payment in the gross amount of One Hundred Sixty One Thousand Two
Hundred Fifty Dollars and No Cents ($161,250.00), representing seventy-five
percent (75%) of the Closing Bonus, to be paid within three (3) business days
following the Closing Date of the Pending Transaction (regardless of the means
by which Wacom acquires the Company patents that are being acquired by Wacom as
part of the Pending Transaction);




ii)            one
Closing Bonus Payment in the gross amount of Forty Three Thousand Dollars and No
Cents ($43,000.00), representing twenty percent (20%) of the Closing Bonus, to
be paid within three (3) business days after the approval by the Company’s Board
of Directors of a plan to settle all outstanding claims with the Company’s
creditors and the Company’s creditors’ agreement to that plan; and




iii)            one
Closing Bonus Payment in the gross amount of Ten Thousand Seven Hundred Fifty
Dollars and No Cents ($10,750.00), representing five percent (5%) of the Closing
Bonus, to be paid within three (3) business days after the approval by the
Company’s Board of Directors of a plan to terminate the Company’s affairs and
dissolve the Company.




1




In
addition, on the date that the final Closing Bonus Payment is paid to Executive,
the Company also shall provide to Executive a payment in an lump sum amount
equal to the amount of premium necessary as of the date the last Closing Bonus
Payment is paid to Executive to continue all medical, dental, vision, life,
accidental death and dismemberment, and short-term and long-term disability
insurance as is presently provided by the Company to Executive, for the period
commencing on the date the last Closing Bonus Payment is paid through and until
December 31, 2009.  In the event the Company files any petition in any
United States Bankruptcy Court, all remaining Closing Bonus Payments that have
not been paid to Executive as of the date of that filing, as well as the payment
for continued group insurance benefits set forth herein, shall accelerate and
become immediately due to Executive.




2.           Section 2 of the
Agreement, “Termination Without Cause Or For Good Reason
Following  Change In Control,” and all subparts thereto, is hereby
deleted in its entirety.




3.           The
last sentence of Section 6(g) of the
Agreement is hereby deleted in its entirety.




4.           Section 6(h) of the
Agreement is hereby deleted in its entirety.




5.            Capitalized
terms not defined herein shall have the meanings provided for them in the
Agreement or Purchase Agreement, as applicable.





6.            All
of the forgoing amendments to and restatements of the provisions of the
Agreement shall become effective as of the date of this Amendment, and shall not
have any effect prior to that date and time.





*                       *                     *




This Amendment may be executed in
multiple counterparts, each of which shall have the force and effect of an
original and all of which together will constitute one and the same
document.  Except to the extent expressly amended or modified in this
Amendment, the terms and provisions of the Agreement shall remain in full force
and effect as originally executed.




IN
WITNESS WHEREOF, the Company and Executive have executed this Amendment No. 1 to
Change in Control Severance Agreement as of the day and year first above
written.




INPLAY
      TECHNOLOGIES, INC., a Nevada corporationBy:Name:Its:Mark
      Sokolowski




2