AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Arrangements From and After the Transition Date

From and after the Transition Date, the Company shall pay you a Salary of $200,000 annually. You shall remain entitled to receive benefits in accordance with the section entitled “Employee Benefits,” subject to your eligibility under the terms and conditions of applicable plans and programs. The balance of the compensation, benefits and perquisites set forth in this “COMPENSATION” section shall cease to be applicable from and after the Transition Date.

By the Company Without Cause, Upon Death, and By the Company Because of Disability

If, during the Term, the Company terminates your employment without Cause or because of your Disability, or if your employment terminates because of your death, the Company will (i) pay the then current premium cost payable by the Company for you to receive any group health or medical benefit you were receiving on the date of your termination for a period equal to three (3) years from the date of your termination, minus the number of complete months, if any, that such termination occurs after the Transition Date, and (y) pay you severance in an amount equal to the Termination Payment (as such term is defined below). The Termination Payment shall be paid to you in a lump sum on the date that is the first regular payroll date (based on the Company’s current payroll practices in effect as of the Effective Date) that is subsequent to seven (7) months after the date of termination (but in any event in accordance with the terms of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). Unless the Company, determines, in good faith, that any payments described in this paragraph would not violate the provisions of Section 409A(a)(2)(B) of the Code and the Treasury Regulations thereunder (prohibiting certain distributions to “key employees” before six (6) months after the date of separation from service), then such payments shall not be made during such six (6) month period, but rather the cumulative amount of such payments otherwise due and not paid during such six (6) month period shall be made on the first regular payroll date (based on the Company’s current payroll practices in effect as of the Effective Date) that is subsequent to seven (7) months after the date of termination, and the remainder of such payments (if any) shall be made as set forth in this paragraph. The term “Termination Payment” shall mean $600,000, minus the aggregate amount of Salary that the Company has paid to you (if any) from and after the Transition Date through the date of termination of the Term.

No Competition

While the Company employs you and to the end of the Restricted Period, you agree that you will not, directly or indirectly, be employed by, lend money to, or engage in an Competing Business within the Market Area. That prohibition includes, but is not limited to, acting, either singly or jointly or as agent for, or as an employee of or consultant to, any one or more persons, firms, entities, or corporations directly or indirectly (as a director, independent contractor, representative, consultant, member or otherwise) that constitutes such a Competing Business. You will not invest or hold equity or options in any Competing Business, provided that you may own up to 3% of the outstanding capital stock of any corporation that is actively public traded without violating this covenant, so long as you have no involvement beyond passive investing in such business. You will not use, incorporate or otherwise create any business organization or domain name using any name confusingly similar to “Aether Holdings Inc.” or any other name under which the Company does business.

If during the Restricted Period, you are offered and want to accept employment with a business that engages in activities similar to the Company’s, you will inform the Board in writing of the identity of the business, your proposed duties with that business and the proposed starting date of that employment. You will also inform that business of the terms of this No Compete covenant. The Company will analyze the proposed employment and make a good faith determination as to whether it would threaten the Company’s legitimate competitive interests. If the Company determines that the proposed employment would not pose an unacceptable threat to its interests, the Company will notify you that it does not object to the employment

You acknowledge that, during the portion of the Restricted Period that follows your employment, you may engage in any business activity or gainful employment of any type and in any place except as described above. You acknowledge that you will be able reasonably to earn a livelihood without violating the terms of this Agreement.

You understand that the rights and obligations set forth in this “No Compete” section will continue and will survive through the Restricted Period.

“Competing Business” shall mean any service or product of any person or organization other than the Company and its successors and assigns or subsidiaries (collectively, the “Company Group”) that competes with any service or product of the Company Group during your employment or upon which or with which you acquire knowledge while working for the Company or the Company Group.

“Market Area” consists of the United States, and you agree that the Company provides goods and services both at its facilities and at the locations of its customers or clients and that, by nature if its business, it operates globally.

Compliance with Sections 409A of the Code

This Agreement is intended to comply and be construed in accordance with Section 409A of the Code and any rulings or regulations thereunder. In the event that (a) the Company determines that there is an ambiguity with respect to any provision of this Agreement that could cause such provision to be subject to Section 409A of the Code, such ambiguity shall be interpreted and resolved in the manner that the Company deems necessary to avoid the imposition of a tax pursuant to Section 409A and (b) the Company reasonably determines that any amendment to the Agreement is necessary or appropriate in order to avoid the imposition of a tax pursuant to Section 409A of the Code, the Company shall have the right to make such amendment, on a prospective or retroactive basis, in its sole discretion, provided that in any event the Company shall act in good faith to minimize the amount of any reduction in any benefits or compensation paid to or received by you (including either the delay or acceleration in the payment thereof) in order to prevent the imposition of Section 409A from applying to such provision. Assuming the Company concludes that a waiver by the executive of any right to receive a portion of the payments or benefits contemplated by the Agreement would not result in the application of the penalty tax under Section 409A to the Executive (or would permit payments to be made to the Executive more quickly without imposition of any such tax), if the Executive has advised the Company that it desires to waive such right, the Company shall in good faith work with the Executive to implement a waiver in form and substance acceptable to the parties.

COMPANY:

AETHER HOLDINGS INC.

/s/ David Reymann

David Reymann, Chief Financial Officer

EXECUTIVE:

/s/ David Oros

David Oros