EXHIBIT 10.1


AMENDMENT NO. 1

TO

THE EMPLOYMENT AGREEMENT


THIS
AMENDMENT NO. 1 (the “Amendment”) is entered into effective as of April 19,
2006, to amend that certain Employment Agreement by and between Anthony
Angelini (hereinafter “Executive”) and ZOMAX INCORPORATED, a Minnesota
corporation (“Zomax”) dated April 14, 2005 (the “Agreement”).


1.             Sections 4.3 and 4.4 of the Agreement are
modified to read as follows:


4.3                               Payment
Upon Termination of Employment Without Cause, Resignation for Good Reason,
Termination or Resignation Following Change of Control and Failure to Extend
Employment Agreement.


a.                                       If
Executive’s employment is terminated Without Cause, Executive resigns from his
employment hereunder for Good Reason, Executive is terminated or resigns from
his employment hereunder for any reason within one (1) year after a Change of
Control, or Zomax or its successor fails to extend this Agreement at the end of
the Initial Term or any Extension Year, Executive shall be entitled to the
Accrued Benefits and to receive the following:


(i)            Executive
shall receive, within thirty (30) days after any such termination without cause
or resignation for good reason or without an extension by Zomax at the end of
the Initial Term of this agreement or any Extension Year, a lump sum payment in
an amount equal to 2.125 times his Base Salary in effect on the effective date
of such termination or resignation or as of the end of the Initial Term or
Extension Year.  Zomax shall be entitled
to deduct or withhold all taxes and charges which may be required to be
deducted or withheld therefrom.  It is
understood by the parties that in the event of a Change of Control, Executive
will be entitled to receive the above-described lump sum payment from Zomax or
its successor within thirty (30) days after: 
(i) a Change of Control if Executive declines to begin working for
successor; (ii) Executive is terminated by successor for any reason within one
(1) year after a Change of Control; or (iii) Executive resigns from his
employment by successor for any reason.


(ii)           With
respect to any outstanding stock options, SARs, restricted stock awards,
performance share awards or other equity-based awards granted to Executive, all
restrictions shall lapse immediately and such awards shall fully vest, all outstanding
options and SARs will become exercisable immediately, and all performance share
objectives shall be deemed to have been meet.


(iii)          Executive
and his family shall be entitled to continued participation in hospital and
medical plans and programs of Zomax at Zomax’s expense for a fifteen (15) month
period following such termination, resignation or end of the Initial Term or
Extension Year subject to early termination of participation upon Executive
becoming entitled to comparable benefits on subsequent employment.


(iv)          Executive
shall be entitled to payment in full, upon the effective date of Termination or
Resignation for Good Reason, or the failure to extend Executive’s employment at
the end of the Initial Year or Extension Year, of all unpaid vacation
allowances.


b.                                      The
date of termination of Executive’s employment by Zomax Without Cause shall be
ninety (90) days after receipt by Executive of written notice of
termination.  The date of termination or
resignation by Executive for any reason within one (1) year after a Change of
Control or Resignation for Good Reason shall be effective immediately upon
receipt by Zomax of written notice of resignation or the date of receipt by
Executive of the termination notice.  The
date of termination of Executive’s employment for failure to extend his
employment shall be the date on which the Initial Term or Extension Year
terminates.


c.                                       Anything
in the Agreement to the contrary notwithstanding, if any payment or benefit of
any type to or for the benefit of Executive by Zomax, by any of its affiliates,
by any person who acquires ownership or effective control or ownership of a
substantial portion of Zomax’s assets (within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended, and the regulations thereunder
(the “Code”)) or by any affiliate of such person, whether paid or payable or
distributed or distributable pursuant to the terms of the Agreement or
otherwise (the “Payments”), would, but for this sentence, be subject to
the excise tax imposed by Section 4999 of the Code or any interest or penalties
with respect to such excise tax (such 









 



excise tax, together with any such interest or
penalties, are collectively referred to as the “Excise Tax”), then such
Payment(s) shall be equal to the Greater Amount.  The “Greater Amount” shall be either
(1) the largest portion of the Payment(s) that would result in no portion of
the Payment(s) being subject to the Excise Tax or (2) the Payment(s) in full,
whichever amount after taking into account all applicable federal, state and
local taxes and the Excise Tax (all computed at the highest applicable marginal
rate), results in the Executive’s receipt, on an after-tax basis, of the
greatest amount of the Payment(s).  If a
reduction in payments or benefits is necessary so that the Payment(s) equals
the Greater Amount, reduction shall occur in the following order unless
Executive elects in writing a different order: 
reduction of cash payments; reduction of non-cash payments.


4.4.                            Payment
Upon Termination of Employment by Disability or Death.


a.                                       In
the event of termination of Executive’s employment pursuant to Section 4.1(b)
or 4.1(c), the Executive and/or his family (or Executive’s estate, as the case
may be), shall be entitled to the Accrued Benefits and the following:


(i)            Executive shall
receive, within thirty (30) days after any such termination, resignation, or
without an extension by Zomax at the end of the Initial Term of this agreement
or any Extension Year, a lump sum payment in an amount equal to 2.125 times his
Base Salary in effect on the effective date of such termination or resignation
or as of the end of the Initial Term or Extension Year.  Zomax shall be entitled to deduct or withhold
all taxes and charges which Zomax may be required to deduct or withhold
therefrom.


(ii)           With respect to any
outstanding stock options, SARs, restricted stock awards, performance share
awards or other equity-based awards granted to Executive, all restrictions
shall lapse immediately and such awards shall fully vest, all outstanding
options and SARs will become exercisable immediately, and all performance share
objectives shall be deemed to have been meet.


(iii)          Executive and/or his
family shall be entitled to continue participation in hospital and medical
plans and programs of Zomax at Zomax’s expense for an eighteen (18) month
period.  Thereafter, Zomax shall pay to
Executive and/or his family the sum of $6,000 per year to be prorated for a
partial year, during the period of disability or, if later, until Executive
reaches age 62 or would have reached age 62 if he had survived; provided, that
the first payment shall be payable on the day following the expiration of such
eighteen (18) month period and any subsequent payments shall be payable on each
anniversary of such day.


(iv)          Executive (or, in the
event of his death, Executive’s estate or his designated beneficiary) shall be
entitled to receive benefits under any other Company plan or program (to the
extent Executive is vested) in accordance with the terms of such plan or
program.  Should Executive’s employment
terminate pursuant to Section 4.1(c), he shall be entitled to continued
contributions under Zomax’s qualified profit sharing plan 401(k) to the extent
permitted in said Plan.


(v)           Executive shall be
entitled to payment in full, upon the effective date of termination, for Good
Reason, retirement or the end of the Initial Year or Extension Year, of all
unpaid vacation allowances.


b.                                      The
date of termination of Executive’s employment under the circumstances described
in this Section 4.4 shall be the date Executive’s employment is terminated
pursuant to Section 4.1(c) or the date of Executive’s death, as the case may
be.


2.     Except as
expressly set forth in this Amendment, all other terms and conditions set forth
in the Agreement shall remain in full force and effect.


IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the day and year set forth above.


	
  ZOMAX INCORPORATED:

  	
   

  	
  EXECUTIVE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Howard P.
  Liszt

  	
   

  	
  /s/ Anthony Angelini

  	
   

  	
   

  
	
  Its:

  	
  Chairman

  	
   

  	
  Anthony Angelini