FIRST AMENDMENT TO RESTATED EMPLOYMENT AGREEMENT

                                                                   EXHIBIT 10.46

                                 FIRST AMENDMENT
                                       TO
                          RESTATED EMPLOYMENT AGREEMENT


         This FIRST AMENDMENT TO RESTATED EMPLOYMENT AGREEMENT (this
"Amendment") is by and between NUWAVE Technologies, Inc., a Delaware corporation
(formerly NUWave Engineering, Inc.) (the "Company") and Xxxxxx Xxxxx, residing
at 00 Xxxx Xxxxx, Xxxxx Xxxxx, Xxx Xxxxxx 00000 ("Zarin").

         WHEREAS, the Company and Zarin entered into a Restated Employment
Agreement dated as of July 20, 1995 (as may be further modified, amended,
supplemented or restated from time to time, the "Employment Agreement"); and

         WHEREAS, the parties have mutually agreed to extend Zarin's term of
employment for two years.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

              1. The date "December 31, 2000" in Section 2 of the Employment
Agreement shall be replaced with "December 31, 2002".

              2. Except as specifically amended above, the Employment Agreement
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on December 9, 1997.

                                      NUWAVE TECHNOLOGIES, INC.


                                     By: /s/ Xxxxxxxx X. X'Xxxxx
                                        -------------------------
                                        Authorized Signatory



                                        /s/ Xxxxxx Xxxxx
                                        -------------------------
                                            XXXXXX XXXXX