EPRESENCE INC
AMEND. #1 TO EXECUTIVE RETENTION AGREEMENT
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<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>dex105.txt
<DESCRIPTION>AMEND. #1 TO EXECUTIVE RETENTION AGREEMENT
<TEXT>
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                                                               EXHIBIT 10.5


                                 AMENDMENT NO. 1
                        TO EXECUTIVE RETENTION AGREEMENT

      This Amendment No. 1 to Executive Retention Agreement made as of October
16, 1998 (the "Agreement") between ePresence, Inc. (formerly Banyan Systems
Incorporated), a Massachusetts corporation (the "Company"), and Anthony J.
Bellantuoni (the "Executive"), is effective as of the 26th day of July, 2001.
Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the Agreement.

1. The parties hereto agree that the Agreement is hereby amended as follows:

            A new Section 3.3 shall hereby be inserted:

            "3.3 Loans. (a) As of the date of this Amendment, the principal
            amount of any outstanding loans to the Executive from the Company
            made for the purpose of satisfying the Executive's federal, state
            and local income tax obligations with respect to the issuance or
            vesting of restricted shares plus accrued interest, shall be
            consolidated into one loan (the "Consolidated Loan"). The
            Consolidated Loan, and any future loans to the Executive by the
            Company for the foregoing stated purpose ("Future Loan"), shall bear
            simple interest at the applicable Federal rate and shall be due and
            payable 90 days after the termination of the Executive's employment
            with the Company subject to the forgiveness and Change in Control
            provisions set forth below in subsections 3.3(b) and 3.3(c),
            respectively.

            (b) Subject to the Executive being employed by the Company on an
            annual applicable anniversary date, beginning with (i) July 26, 2002
            with respect to the Consolidated Loan; and (ii) the date 12 months
            from the making of any Future Loan, if any, 20% of the Consolidated
            Loan and 20% of any Future Loan, as the case may be, plus accrued
            interest on each such loan as of such date shall be forgiven.

            (c) If the Change in Control Date occurs during the Term, the
            aggregate outstanding principal amount of the Consolidated Loan and
            any Future Loan plus accrued interest on each such loan as of the
            Change in Control Date shall be forgiven.

            (d) That with respect to any amounts forgiven on an anniversary date
            pursuant to subsection 3.3(b) above or as a result of a change in
            control pursuant to subsection 3.3(c) above, as the case may be, a
            gross-up amount to satisfy applicable federal, state and local
            income taxes on such debt forgiveness income to the Executive shall
            be included."

2. To the extent any provision of this Amendment is inconsistent with any
provision of the Agreement, such provision of the Agreement is hereby modified
and superseded by the terms hereof. Any term of the Agreement not so modified or
superseded shall remain in full force and effect.
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3. This Amendment may be executed in counterparts, each of which shall be deemed
to be an original but both of which shall constitute one and the same
instrument.

      EXECUTED as of the date first set forth above.

                                 COMPANY:

                                 ePRESENCE, INC.


                                 By: /s/ William P. Ferry
                                    ----------------------------------
                                    Name:  William P. Ferry
                                    Title: Chief Executive


                                 EXECUTIVE:

                                 /s/ Anthony J. Bellantuoni
                                 -------------------------------------
                                 Anthony J. Bellantuoni


                                       2

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