Exhibit 10.25 to CNS, Inc. Form 10-K dated March 31, 2004





Exhibit 10.25 



SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT 



          THIS
AMENDMENT to the Executive Employment Agreement dated February 12, 1999 (the
“Agreement”) between CNS, Inc. (the “Company”) and Daniel Cohen (the
“Employee”), as amended June 29, 2001 (“First Amendment”), is made and
entered into as of the 29th day of June 2003. 



	1. 	
The purpose of this Amendment is to extend the employment of the Employee after
June 30, 2003 in connection with the Employee’s position and duties as
Chairman of the Board of CNS under the terms of the Agreement, as amended by the
First Amendment. This Amendment is intended to modify the Agreement and First
Amendment to the extent set forth herein. 







	2. 	
Pursuant to Paragraph 3 of the First Amendment, the Agreement, as amended, and
Employee’s employment is extended until June 30, 2004 and each of the dates
set forth in Paragraph 3 of the First Amendment shall be modified to read
“June 30, 2004.” 







	3. 	
The parties acknowledge that the Company has satisfied its obligations to
Employee with respect to the severance payments set forth in Paragraph 5 of the
First Amendment and that such paragraph shall be null and void and of no further
force and effect after June 30, 2003. 







	4. 	
Paragraph 8 of the First Amendment shall be modified to read as follows: 







	  	
“In the event that the Company terminates the Employee’s employment
during the term of the Agreement other than for Good Cause (as defined in
Section 7(b) of the Agreement) or in the event the Employee resigns for
Good Reason (as defined in Section 8(b)(i) of the Agreement), whether prior
to or following a Change in Control of the Company, in consideration for the
Employee executing a standard release agreement covering all claims against the
Company as defined in the Agreement, the Company will: (a) pay to the
Employee Eleven Thousand Seven Hundred Dollars ($11,700) per month, payable in
semi-monthly installments and subject to tax withholding as required by law,
until June 30, 2004; and (b) pay the COBRA premium on the
Company’s health plan on behalf of the Employee until the earliest of:
(i) June 30, 2004; or (ii) the date Employee otherwise ceases to
be eligible for COBRA continuation coverage. Such payments shall be in lieu of
any salary continuation, severance or other similar payment due upon termination
of employment by the Company under the Agreement (including after a Change in
Control of the Company), any policy, practice or arrangement of the Company.
Employee shall be entitled to any benefits thereafter under any of the
Company’s benefit plans to which terminated employees are entitled in
accordance with law.” 






	5. 	
The provisions of Section 8 of the Agreement, as modified by Paragraph 9 of the
First Amendment (other than the definition in Section 8(b)(i) referred to in
Paragraph 4 above), shall be void and of no further force and effect from and
after the date of this Second Amendment. 





















	6. 	
The date in Paragraph 10 of the First Amendment is modified to read “July
1, 2004.” 







	7. 	
Except as specifically modified herein, all of the terms and conditions set
forth in the Agreement and the First Amendment shall continue in full force and
effect. 







          IN
WITNESS WHEREOF, this Second Amendment is executed on behalf of the Company by an
Executive Officer who has the authority and approval of the Board and by the Employee as
of the day and date set forth above. 


	 	 	 	 	 	 
	 	 	CNS, INC.
	

/s/   Daniel Cohen		

By:  	 	

/s/   Marti Morfitt 	 
	
	 	

	 Daniel Cohen 	
	
 		
Its:  	 	
President and Chief Executive Officer