**7. Compensation Upon Termination of Executive’s Employment**. Sections 3.02(d) and 3.02(e) ofthe Employment Agreement are hereby deleted in their entirety and replaced with the following:     (d) If termination occurs pursuant to subparagraphs 3.01(f), Executive shall receivecash payments equal to Executive’s annual base salary in effect at the time of terminationof employment. Such payments shall be paid to Executive monthly over the course of aone-year period; provided, however, that notwithstanding anything in this Agreement to thecontrary, if any of the payments described in this Paragraph 3.02 are subject to therequirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section409A”) and MakeMusic determines that Executive is a “specified employee” as defined in CodeSection 409A as of the date of Executive’s termination of employment, such payments shallnot be paid or commence earlier than the first day of the seventh month following the dateof Executive’s termination of employment. As a condition to Executive’s receipt of suchpayments, Executive shall be required to execute, return, comply with and not rescind a fulland final release of any and all claims in favor of MakeMusic. Such release agreement shallbe prepared by MakeMusic.     (e) All payments made to Executive under this Paragraph 3.02 shall be reduced byamounts (i) required to be withheld in accordance with federal, state and local laws andregulations in effect at the time of payment, or (ii) owed to MakeMusic by Executive for anyamounts advanced, loaned or misappropriated. Such offset shall be made in the mannerpermitted by and shall be subject to the limitations of all applicable laws, including butnot limited to Code Section 409A, and the regulations, notices and other guidance of generalapplicability issued thereunder.     **8. Return of MakeMusic Property and Information**. Sections 3.03 and 4.03 of the EmploymentAgreement are hereby amended to clarify that Executive’s obligations under such Sections may betriggered at any time upon MakeMusic’s request.     **9. Maintain in Confidence**. Section 4.02 of the Employment Agreement is hereby deleted in itsentirety and replaced with the following:     4.02 **Maintain in Confidence**. Executive shall hold the Confidential Information,including trade secrets and/or data, in the strictest confidence and will never, withoutprior written consent of MakeMusic, (directly or indirectly) disclose, assign, transfer,convey, communicate to or use for his own or another’s benefit or (directly or indirectly)disclose, assign, transfer, convey, communicate to or use by him, a competitor of MakeMusicor any other person or entity, including, but not limited to, the press, otherprofessionals, corporations, partnerships or the public, at any time during his employmentwith MakeMusic or at any time after his termination of employment with MakeMusic, regardlessof the reason for the Executive’s termination, whether voluntary or involuntary. Executivefurther promises and agrees that he will faithfully abide by any rules, policies, practicesor procedures existing or which may be established by MakeMusic for insuring theconfidentiality of the Confidential Information, including, but not limited to, rules,policies, practices or procedures:
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     (a) Limiting access to authorized personnel;     (b) Limiting copying of any writing, data or recording;     (c) Requiring storage of property, documents or data in secure facilitiesprovided by MakeMusic and limiting safe or vault lock combinations or keys toauthorized personnel; and/or     (d) Checkout and return or other procedures promulgated by MakeMusic from timeto time.     **10. Code Section 409A**. Section 10.08 is hereby added to the Employment Agreement to providethe following:     10.08 **Code Section 409A**. Notwithstanding anything in this Agreement to thecontrary, MakeMusic expressly reserves the right to amend this Agreement without Executive’sconsent to the extent necessary to comply with Code Section 409A, as it may be amended fromtime to time, and the regulations, notices and other guidance of general applicabilityissued thereunder.     **11. Full Force and Effect**. Except as amended by this Amendment, all provisions of theEmployment Agreement continue in full force and effect.     **12. Counterparts**. This Amendment may be executed in two or more counterparts, each of whichshall constitute an original but all of which, when taken together, shall constitute one and thesame Amendment.[Signature Page Follows]
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          **In Witness Whereof**, the parties have duly executed and delivered this First Amendmentto Employment Agreement effective as of the date first above written.     **Executive**: