AMENDMENT NO. 1 TO TECHNOLOGY SHARING AND LICENSE AGREEMENT

                                 AMENDMENT NO. 1
                                       TO
                             TECHNOLOGY SHARING AND
                                LICENSE AGREEMENT

     Amendment No. 1 , dated as of __________, 1999, between XXX.Xxxxxx, Inc., a
Delaware corporation having an office located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 ("Licensor"), and xxxxxxxxxxxxxx.xxx llc, a Delaware limited
liability company having an office located at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000 ("Licensee"), amending that certain Technology Sharing and
License Agreement dated as of October 31, 1998, by and between Licensor and the
Licensee (the "Original Agreement"). Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Original
Agreement.

     WHEREAS, Licensor and Licensee, having previously entered into the Original
Agreement, wish to amend the Original Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

     1. Amendments to Original Agreement.

          (a) The definition of "LLC Agreement" set forth in Section I of the
Original Agreement is hereby amended by adding the phrase ", as the same may be
amended, modified or supplemented from time to time" immediately following the
words "BN Holding".

          (b) The phrase "having a Membership Interest of ten percent (10%) or
more" in Section VI of the Original Agreement is hereby deleted and replaced in
its entirety by the phrase "owning ten percent (10%) or more of the then
outstanding Membership Units".

     2. Original Agreement in Full Force and Effect. Except as herein expressly
amended, all of the provisions of the Original Agreement remain unchanged and in
full force and effect.

     3. References in Original Agreement. From and after the date hereof, all
references in the Original Agreement to "this Agreement," "hereof," "herein," or
similar terms, shall mean and refer to the Original Agreement as amended by this
Amendment.

     4. Governing Law. This Amendment shall be construed and interpreted
according to the laws of the State of New York, without regard to the conflicts
of law rules thereof.



     5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

                                          XXX.XXXXXX, INC., as Licensor


                                          By:________________________
                                             Name:
                                             Title:

                                          xxxxxxxxxxxxxx.xxx llc, as Licensee


                                          By:________________________
                                             Name:
                                             Title:

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