**Exhibit 10.1**

 

**AMENDMENT NO. 1 TO**

**EMPLOYMENT AGREEMENT**

 

This Amendment No.1 to Employment Agreement (this “Amendment”) is made effective as of April 1, 2004 (the “Effective Date”) between Axtive Corporation, a Delaware corporation formerly known as Edge Technology Group, Inc. (the“Company”), and Graham C. Beachum II, an individual (“Executive”). 

 

**RECITALS**

 

WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated effective as of January 2, 2001 (the “Employment Agreement”); and 

 

WHEREAS, the Company and Executive now desire to modify certain provisions ofthe Employment Agreement as hereinafter set forth. 

 

NOW,THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows: 

 

**1.****Salary.** Section 4(a) of the Employment Agreement is hereby amended as of the Effective Date to readin its entirety as follows: 

 

**(a)Salary.** During the Employment Term, the Company shall pay Executive a monthly base salary (the “Base Salary”) (as defined below) during the Employment Term. The Base Salary shall be payable in accordance with the thenapplicable payroll procedures of the Company and shall be subject to applicable withholding for taxes. 

 

As used herein, “Base Salary” shall mean $13,750 per month. 

 

**2.****Incentive Compensation.** Section 4(b) of the Employment Agreement is hereby amended as of theEffective Date to read in its entirety as follows: 

 

**(b)Incentive Cash Compensation.** For each fiscal year or portion thereof during the Employment Term, Executive shall be eligible for discretionary bonuses payable by the Company on such terms and conditions, and subject to such standards, asshall be determined from time to time in the sole discretion of the Compensation Committee of the Board of Directors of the Company (the “Board”). Without limiting the ability of the Compensation Committee of the Board to awarddiscretionary bonuses, with respect to the Company’s 2004 fiscal year, Executive shall be entitled to a performance bonus, as determined in the discretion of the Board’s Compensation Committee, based upon the Company’s achievement ofone or more significant objectives in 2004, including, without limitation, those objectives set forth on Annex 1. 

 

**3.****Stock Options.** Section 4(c) of the Employment Agreement is hereby amended as of the Effective Date by adding the followingsubsection (iii): 

 

(iii) Executive in 2003 was grantednonqualified stock options to purchase 604,500 shares of the Company’s common stock pursuant to the Company’s 

2002 Stock Incentive Plan at an exercise price per share of $1.00 (after giving effect to theCompany’s 1-for-10 reverse stock split in December 2003). Executive shall be eligible for additional grants of stock options during the Employment Term as may be determined by the Board’s Compensation Committee in its sole discretion.

 

**4.****Medical and Dental Health and OtherBenefits.**Section 4(d) of the Employment Agreement is hereby amended as of the Effective Date to read in its entirety as follows:

 

**(d) Medical and Dental Health and Other Benefits.**During the Employment Term, Executive shall be entitled to medical anddental health and other benefits in accordance with the current procedures of the Company with respect to its executive-level employees, provided, that the Company shall continue to pay the costs of Executive’s personal medical insurancepolicy on a basis commensurate with current practice, including increases in the premiums therefor as notified to the Company by the carrier providing the personal medical insurance coverage, but in no event to exceed a total of $1,000 per month.

 

**5.****Vacation.**Section 4(e) of theEmployment Agreement is hereby amended as of the Effective Date to read in its entirety as follows:

 

**(e) Vacation.**During the Employment Term, Executive shall be entitled to up to four weeks of vacation annually in accordancewith the current procedures of the Company with respect to its executive-level employees; provided, however, that Executive shall not be entitled (i) to carry over more than five accrued, but unused vacation days into the followingcalendar year, which must be used within the first six months of such following calendar year or (ii) to any payment for accrued, but unused vacation time. 

 

**6.****Notice.** Section 11 of the Employment Agreement is hereby amended as of the Effective Date to read in its entirety as follows:

 

**11. Notice.**Any noticesrequired or permitted hereunder shall be in writing and shall be deemed to have been given when personally delivered or when mailed, certified or registered mail, postage prepaid, to the following addresses: 

 

If to Executive: 

 

Graham C. Beachum II 

25 Highland Park Village, Suite 190 

Dallas, Texas 75205 

 

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If to the Company: 

 

Axtive Corporation 

5001 LBJ Freeway, Suite 275 

Dallas, Texas 75244 

Attention: President 

 

And with a copy (which shall constitute notice to:

 

Gardere Wynne Sewell LLP 

1601 Elm Street, Suite 3000 

Dallas, Texas 75201-4761 

Attention: Randall G. Ray 

 

**7.****Effect of Amendment.** Except as amended by thisAmendment, the Employment Agreement shall continue in full force and effect. Any reference in the Employment Agreement to the “Agreement” shall refer to the Employment Agreement as amended by this Amendment. All capitalized terms usedherein and not otherwise defined shall have the meanings assigned to those terms in the Employment Agreement. In the event of any conflict or inconsistency between the terms of this Amendment and terms of the Employment Agreement, the provisions ofthis Amendment shall control. 

 

**8.****Counterparts.** This Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. Facsimile transmissionof any signed original document and/or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmission by signing a duplicateoriginal document. 

 

[Remainder of page intentionally leftblank.] 

 

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed thisAmendment as of the date first written above. 

 
**AXTIVE CORPORATION**
By:
 
G.C. BEACHUM III
  
G. C. Beachum III
  
Executive Vice President and General Manager
**EXECUTIVE**
GRAHAM C. BEACHUM II

GRAHAM C. BEACHUM II

 

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**ANNEX 1**

 

2004 Performance Bonus

 

Graham C. Beachum II: 

 

**Objectives**

 

The Company achieves projected EBITDA of $992,000 for its fiscal year ending December 31, 2004, based on projections attached as Appendix 2 to the minutesof the meeting of the Board on February 18, 2004. 

 

The Companyobtains significant acquisition financing. 

 

The Companycompletes a significant equity financing. 

 

The Companycompletes a significant acquisition or other event. 

 

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