FIRST AMENDMENT

   1
                                                                    EXHIBIT 10.4



                                 FIRST AMENDMENT

              This First Amendment ("Amendment"), dated as of December 31, 1998
       to that certain Employment Agreement ("Agreement") dated as of December
       17, 1998, by and between xxxxxxxxx.xxx inc., a corporation duly organized
       under the laws of the State of Delaware (the "Company"), with offices at
       00000 XxxXxxxxx Xxxx., Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx, 00000-0000, and
       Xxx Xxxxx Xxxxxxxxxx (hereinafter referred to as the "Executive"), who
       resides at 00000 Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000.


       WHEREAS, The parties desire to amend the Agreement.

       NOW, THEREFORE, in consideration of the mutual covenants and agreements
       contained herein, the parties hereby agree as follows:

       1. The first sentence of Article 1 of the Agreement is hereby amended in
       its entirety to read as follows:

                  "The Company hereby employs the Executive as Executive Vice
                  President and Chief Operating Officer of the Company and the
                  Executive hereby accepts such employment by the Company for a
                  period of three (3) years (the "Term") commencing from October
                  1, 1998 (the "Commencement Date"), which Term shall
                  automatically renew for one year periods unless either party
                  notifies the other of its election not to renew at least 30
                  days prior to the applicable anniversary of the Commencement
                  Date."

       2. The other terms and conditions of the Agreement shall remain in effect
       and not be affected by this Amendment.

       3. This Amendment shall be construed and enforced in accordance with the
       laws of the State of California, without giving effect to the principles
       of conflict of laws thereof.

       4. This Amendment may be executed in any number of counterparts, each of
       which shall be deemed an original, but all of which shall constitute one
       instrument.

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

                                   xxxxxxxxx.xxx inc.


                                   By  /s/Xxxx Xxxxxxx
                                       -------------------------------------
                                   Xxxx X. Xxxxxxx
                                   President and Chief Executive Officer



                                   /s/ Xxx Xxxxx Xxxxxxxxxx
                                   -----------------------------------------
                                   Xxx Xxxxx Xxxxxxxxxx