AMENDMENT #1 TO EMPLOYMENT AGREEMENT

   1
                                                                   EXHIBIT 10.19


                                 AMENDMENT #1 TO
                              EMPLOYMENT AGREEMENT


         AMENDMENT #1 TO EMPLOYMENT AGREEMENT dated as of January 7, 1999
("Amendment #1") by and between ABACUS DIRECT CORPORATION, a Delaware
corporation having an office located at 0000 Xxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxx
00000 (the "Corporation"), and XXXXXX X. XXXX ("Executive").

                                  WITNESSETH:

         WHEREAS, the Corporation and Executive are desirous of amending that
certain Employment Agreement dated as of May 2, 1997 (the "Employment
Agreement") to which each is a party on the terms hereinafter set forth.

         WHEREAS, the Corporation has determined that it is in its best
interests, and the best interests of its shareholders, to assure that the
Corporation will have the continued dedication of Executive, notwithstanding the
possibility, threat or occurrence of a change of control of the Corporation.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and intending to be legally bound hereby, the Corporation
and Executive hereby agree to amend the Employment Agreement as follows:

         1.       Section 9(a)(iii)(B) shall be amended in its entirety as 
         follows:

                  "In lieu of any further salary payments to Executive for
         periods subsequent to the Date of Termination (including any payments
         relating to any bonus or incentive compensation), the Corporation shall
         pay as severance pay to Executive, no later than the fifth (5th) day
         following the Date of Termination, a lump-sum severance payment in an
         amount equal to the sum of (x) twenty-four (24) months of the Base
         Salary then in effect and (y) an amount equal to two (2) times any
         incentive compensation earned in the most recently completed fiscal
         year of the Corporation."

         Except as expressly set forth in this Amendment #1, the Employment
Agreement shall remain in full force and effect as the same was in effect
immediately prior to the effectiveness of this Amendment #1.

         IN WITNESS WHEREOF, the Corporation and Executive have executed and
delivered this Amendment #1 to Employment Agreement on the date first above
written.


                                          ABACUS DIRECT CORPORATION

                                          By:   /s/ XXXXXX X. XXXXXX
                                             -----------------------------------
                                              Name:  Xxxxxx X. Xxxxxx
                                              Title: President, Emerging Markets


                                                     EXECUTIVE

                                                     /s/ XXXXXX X. XXXX
                                             -----------------------------------
                                                     Xxxxxx X. Xxxx