EVENTURES GROUP INC
AMEND. NO. 1 TO EMPL. AGMT. - STUART J. CHASANOFF
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>d81532ex10-4.txt
<DESCRIPTION>AMEND. NO. 1 TO EMPL. AGMT. - STUART J. CHASANOFF
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.4

                                 AMENDMENT NO. 1

                                       TO

                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                               STUART J. CHASANOFF

                                       AND

                              eVENTURES GROUP, INC.



                  This Amendment No. 1 to Employment Agreement (this
"Amendment") is made and entered into as of September 25, 2000, between
eVentures Group, Inc., a Delaware corporation (the "Company") and Stuart J.
Chasanoff (the "Executive").

                                  WITNESSETH:

                  WHEREAS, the Company and the Executive entered into an
Employment Agreement dated as of September 22, 1999 (the "Employment
Agreement");

                  WHEREAS, the Company is undergoing an internal corporate
reorganization (the "Reorganization") that will consolidate the operations of
the Axistel Communications, Inc., e.Volve Technology Group, Inc. and Internet
Global Services, Inc. into one operating company subsidiary ("Opco") of the
Company;

                  WHEREAS, the Company and the Executive desire to modify and
clarify the Employee's position and duties within the Company and Opco;

                  WHEREAS, the capitalized terms used herein without definition
shall have the meaning assigned to such terms in the Employment Agreement.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants and obligations hereinafter set forth, the parties agree as
follows:

                  1. Amendment to Section 2. Effective as of September 7, 2000
and upon notice by the Company to the Executive of the consummation of the
Reorganization:

                  (a) the Executive will no longer serve as Vice President of
Business Development, General Counsel and Secretary of the Company and will
instead serve as Senior Vice President, General Counsel and Secretary of the
Company and Opco;

                  (b) the first sentence of Section 2(a) of the Employment
Agreement is hereby deleted and replaced with the following:


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                  "Executive shall serve as Senior Vice President, General
                  Counsel and Secretary of the Company and Opco, reporting
                  directly to the Chief Executive Officer of the Company (the
                  "CHIEF EXECUTIVE OFFICER")."

                  ; and

                  (c) Section 2(b) of the Employment Agreement is hereby deleted
and replaced in its entirety with the following:

                  "Executive shall be responsible for the global legal affairs
                  of the Company and Opco and shall have such other duties and
                  authority, consistent with his position, as shall be assigned
                  to him from time to time by the Chief Executive Officer of the
                  Company."

                  2. Amendment to Exhibit A to the Employment Agreement.
Effective as of September 7, 2000 and upon notice by the Company to the
Executive of the consummation of the Reorganization:

                  (a) the words "Vice President of Business Development" in
Section (d)(i)(a) of Exhibit A to the Employment Agreement are hereby deleted
and replaced with "Senior Vice President, General Counsel and Secretary";

                  (b) the words "Vice President of Business Development, General
Counsel and Secretary" in Section (d)(i)(b) of Exhibit A to the Employment
Agreement are hereby deleted and replaced with "Senior Vice President, General
Counsel and Secretary"; and

                  (c) the words "Vice President of Business Development, General
Counsel and Secretary" in the last sentence of Section (d)(i) of Exhibit A to
the Employment Agreement are hereby deleted and replaced with "Senior Vice
President, General Counsel and Secretary".

                  3. No Other Amendments. Except as expressly modified by this
Amendment, all terms and provisions of the Employment Agreement shall remain in
full force and effect.

                  4. Assignment. This Amendment shall not be assignable by
Executive. This Amendment shall be assignable by the Company only to an entity
which is owned, directly or indirectly, in whole or part by the Company or by
any successor to the Company or an acquirer of all or substantially all of the
assets of the Company or all or substantially all of the assets of a group of
subsidiaries and divisions of the Company, provided such entity or acquiror
promptly assumes all of the obligations hereunder of the Company in a writing
delivered to Executive and otherwise complies with the provisions hereof with
regard to such assumption. Upon such assignment, all references to the Company
herein shall be to such assignee.


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                  5. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New Jersey without
reference to principles of conflict of laws.

                  6. Miscellaneous. The provisions of this Amendment shall
survive the termination of the Executive's employment with the Company. This
Amendment, together with the Employment Agreement, contain the entire agreement
of the parties relating to the subject matter hereof. This Amendment, together
with the Employment Agreement, supersede any prior written or oral agreements or
understandings between the parties relating to the subject matter hereof. No
modification or amendment of this Amendment shall be valid unless in writing and
signed by or on behalf of the parties hereto. A waiver of the breach of any term
or condition of this Amendment shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition. This Amendment is
intended to be performed in accordance with, and only to the extent permitted
by, all applicable laws, ordinances, rules and regulations. If any provision of
this Amendment, or the application thereof to any person or circumstance, shall,
for any reason and to any extent, be held invalid or unenforceable, such
invalidity and unenforceability shall not affect the remaining provisions hereof
and the application of such provisions to other persons or circumstances, all of
which shall be enforced to the greatest extent permitted by law. The headings in
this Agreement are inserted for convenience of reference only and shall not be a
part of or control or affect the meaning of any provision hereof.

                  7. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


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<PAGE>   4


         IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first written above.




                               eVENTURES GROUP, INC.

                               By: /s/ Thomas P. McMillin
                                  ----------------------------------------------
                               Name:  Thomas P. McMillin
                               Title: Senior Executive Vice President and Chief
                                      Operating Officer





                                  /s/ Stuart J. Chasanoff
                                  ----------------------------------------------
                                         Stuart J. Chasanoff


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