EXHIBIT 10.47

       Amendment No. 1 to First Amended and Restated Employment Agreement

         This Amendment No. 1 (this "Amendment"), dated as of September 1, 2003
amends that certain First Amended and Restated Employment Agreement dated as of
January 7, 2002 (the "Agreement") by and between William E. McGlashan, Jr.
("Executive") and Critical Path, Inc. (the "Company"). All capitalized terms
used herein and not defined shall have the meanings assigned to them in the
Agreement.

                                    RECITALS

     1.  Executive desires to voluntarily reduce his base salary to $300,000 per
         annum.

     2.  The Compensation Committee of the Board of Directors of the Company
         have determined that it is in the best interests of the Company to
         accept Executive's voluntary salary reduction and to amend the
         Agreement to reflect the terms of such reduction as stated herein.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agrees as follows:

1.       Section 4 of the Agreement is hereby amended to provide that
Executive's base salary shall henceforth be $300,000 per annum.

2.       Such salary reduction shall be effective until such time as (i) the
Company is EBITDA profitable or (ii) has secured additional working capital
funding proceeds of at least $15,000,000 through an asset sale, an equity-based
financing (including convertible debt), or a combination thereof. Upon the
occurrence of any such event, Executive's base salary shall revert to the amount
in effect immediately prior to this reduction ($405,000).

3.       Notwithstanding anything set forth to the contrary in the Change of
Control Severance Agreement dated as of May 29, 2003 between the Company and
Executive, it is understood and agreed that the Executive's annual base salary
referred to in Section 4(a)(1) of such agreement shall be deemed to be $405,000
for purposes of such Section.

4.       This Amendment and the Agreement constitute the entire understanding
between the parties with respect to the subject matter contained herein. Except
as modified herein, all other terms and conditions of the Agreement shall remain
in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the Effective Date.

                                            CRITICAL PATH, INC.

 /s/ William E. McGlashan, Jr.               /s/ Michael J. Zukerman
------------------------------------        -----------------------------------
William E. McGlashan, Jr.                   Name: Michael Zukerman
                                            Title: SVP