1 EXHIBIT 10.1 AMENDMENT #2 TO EMPLOYMENT AGREEMENT Pursuant to a Resolution of the Board of Directors of Voice Control Systems, Inc., a Delaware corporation ("Company"), the Employment Agreement dated June 18, 1993 between Dr. Thomas B. Schalk ("Employee") and the Company, which was modified by Amendment #1 on July 20, 1995, collectively referred to as the "Agreement" is hereby amended effective the 15th day of February, 1997 as follows. ARTICLE I of the Agreement shall be replaced in its entirety with the following: ARTICLE I Term of Employment Subject to the provisions hereof, the term of Employee's employment by Company under this Agreement shall extend through June 18, 1998; provided, however, that the term of employment shall be extended for an additional one-year period unless, on or prior to the date thirty calendar days prior to the end of such period either Company or Employee shall give notice to the other of an intention to terminate this Agreement, in which case the term of employment shall comprise only the original period. Section 3.01.A and 3.02.A of the Agreement shall be replaced with the following: 3.01.A In lieu of the provisions of 3.0.1, from and after May 1, 1996, as compensation for services rendered under the Agreement, Company shall pay Employee a salary of one hundred fifty-five thousand dollars ($155,000) per year, payable, less applicable FICA and withholding taxes, in semi-monthly installments. Such salary shall be reviewed annually by the CEO or COO and approved by the Board of Directors, after which review the salary may be raised but not lowered. 3.02.A In lieu of the provisions of 3.0.2, from and after May 1, 1996, Employee shall be eligible to receive a bonus of up to five thousand dollars ($5,000) per calendar quarter, less applicable FICA and withholding taxes. The dollar amount of the bonus shall be determined at the sole discretion of the CEO or COO based upon exceptional achievements during the quarter. EMPLOYEE: COMPANY: /s/ THOMAS B. SCHALK /s/ PETER J. FOSTER - ------------------------- -------------------------- By Its President & CEO, Pursuant to a Resolution of the Board of Directors