First Amendment To Employment Agreement

Exhibit 10.8

First Amendment

To

Employment Agreement

WHEREAS, Ezenia! Inc., a Delaware corporation (the “ Company ”) entered into an Employment Agreement with Khoa D. Nguyen (the “ Executive ”) as of the 9 th  day of November 2007 (the “ Agreement ”); and

WHEREAS, the Company and the Executive each desire to amend the Agreement in order to reflect the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“ Section 409A ”).

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree to amend the Agreement as follows:

1.              Section 1.3 is hereby amended by deleting the second sentence in its entirety and replacing it with the following:

 “The Annual Incentive Bonus payable hereunder shall be payable in accordance with the Company’s normal practices and policies bu