EXHIBIT 10.3 December 31, 2004 This memorandum confirms our understanding and agreement that with respect to the Employment Agreement between the undersigned dated December 31, 2003. In its preamble, Section 1 (definition of "Good Reason"), Section 2,...

                                                                    EXHIBIT 10.3






December 31, 2004


This memorandum confirms our understanding and agreement that with respect to
the Employment Agreement between the undersigned dated December 31, 2003. In its
preamble, Section 1 (definition of "Good Reason"), Section 2, and Section 3(a),
the Employment Agreement makes reference to "Vice Chairman" being one of Xx.
Xxxxx'x titles and positions. We have mutually agreed that the Board of
Directors of Xxxxxx Interactive, Inc., in its discretion, may appoint Xx. Xxxxx
as Chairman instead of Vice Chairman and during such appointment Xx. Xxxxx will
serve in the capacity of Chairman rather than Vice Chairman. Xx. Xxxxx'x other
titles, duties, and positions, shall remain unchanged and shall continue as set
forth in the Employment Agreement.



                                         XXXXXX INTERACTIVE INC.



  /s/ Xxxxxx X. Xxxxx                    By:        /s/ Xxxxxx Xxxx
---------------------------                   --------------------------------
      XXXXXX X. XXXXX                           Chairman
                                                Compensation Committee