EXHIBIT 10









EXHIBIT

10.21.1




 




FIRST

AMENDMENT TO EMPLOYMENT AGREEMENT




 




THIS FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT is made and entered into as of the 14th day of June, 2001

by and between Global ePoint, Inc. (formerly On-Point Technology Systems,

Inc.), a Nevada corporation (the “Company”) and Frederick Sandvick (the

“Executive”) in accordance with the following facts and objectives.




 




A.            The Company and the Executive entered into an Employment

Agreement dated January 9, 1996 (“Agreement”).




 




B.            The Company and the Executive desire to amend the

Agreement.




 




IT IS AGREED, THEREFORE, as

follows:




 




1.             Effective as of June 14, 2001, Paragraph 4(a)(i) shall

be amended by adding to the end thereof the following:




 




“Notwithstanding the

foregoing, for the annual period commencing July 1, 2001 through June 30, 2002,

the minimum annual base salary shall be $120,000, and for the annual period

commencing July 1, 2002 through June 30, 2003, the minimum annual base salary

shall be $180,000, and for each annual period thereafter such salary shall

increase by 10%.”




 




The foregoing amendment to

Paragraph 4(a)(i) of the Agreement shall become null and void and the terms of

the Agreement shall revert to the terms of Paragraph 4(a)(i) in effect prior to

this First Amendment upon commencement of a new business activity by the

Company after the date hereof, whether by acquisition, merger or similar

transaction, or by internal development efforts (such as a new DCR and prepaid

phone card program).




 




2.             Effective as of June 14, 2001, Paragraph 4(a)(ii) shall

be amended by adding to the end thereof the following:




 




“Notwithstanding the

foregoing, no Bonus shall be payable to Executive under this Paragraph 4(a)(ii)

for any periods through December 31, 2001.”




 




Notwithstanding the

foregoing, within thirty (30) days of commencement of a new business activity

by the Company after the date hereof, whether by acquisition, merger or similar

transaction, or by internal development efforts (such as a new DCR and prepaid




 





























 




phone card program), a one time bonus in the

amount of $300,000 shall be paid to Executive, provided such new business

activity is acceptable to the Compensation Committee.




 




3.             Effective as of June 14, 2001, Paragraph 6(a) shall be

amended by adding to the end thereof a new subparagraph (iv) as follows:




 




“(iv)  In determining the base salary and Bonuses

earned by the Executive for purposes of Paragraph 6(a)(ii), the amendments to

Paragraphs 4(a)(i) and 4(a)(ii) by the First Amendment shall be of no force or

effect and the terms of Paragraphs 4(a)(i) and 4(a)(ii) in effect prior to the

First Amendment shall control.”




 




4.             Effective as of June 14, 2001, Paragraph 6(d) shall be

amended by adding to the end thereof a new subparagraph (7) as follows:




 




“(7)  In determining the base salary and Average

Bonus earned by the Executive for purposes of Paragraph 6(d)(2), the amendment

to Paragraphs 4(a)(i) and 4(a)(ii) by the First Amendment shall be of no force

or effect and the terms of Paragraphs 4(a)(i) and 4(a)(ii) in effect prior to

the First Amendment shall control.”




 




IN

WITNESS WHEREOF, the parties hereto have executed this First Amendment as of

the day and year first above written.




 




	

   


  	

  GLOBAL ePOINT, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

  /s/ John H. Olbrich


  	

   


  
	

   


  	

   


  	

  John H. Olbrich, Secretary


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  /s/ Frederick Sandvick


  	

   


  
	

   


  	

   


  	

  Frederick Sandvick


  
							





 




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