AGREEMENT ---------

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                     ---------------------------------------

     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT effective as of January 1, 2000
between The Official Information Company (f/k/a T/SF Communications
Corporation), a Delaware limited liability company ("Employer"), and Xxxxx X.
Xxxxx ("Executive").

                                   WITNESSTH:
                                   ----------

     WHEREAS, Employer and Executive are parties to that certain Employment
Agreement dated as of November 10, 1997 (the "Employment Agreement");

     WHEREAS, the parties hereto desire to amend the Employment Agreement;

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

                                    AGREEMENT
                                    ---------

1.   Capitalized terms used but not defined herein shall have the meanings
     ascribed to them in the Employment Agreement.

2.   Section 3.02 of the Employment Agreement is amended by substituting the
     following in lieu thereof:

     In addition to the Base Salary, for 2000 and each subsequent calendar year
     during the term of this Agreement, Employer shall pay Executive a bonus
     (the "Bonus") in an amount equal to 3.33% of his Base Salary as of the
     beginning of that year for each 1% (rounded to the nearest whole
     percentage) by which EBITDA for that year exceeds the prior year's EBITDA
     by 15% or more, provided that the maximum Bonus the Executive shall be
     entitled to receive with respect to any year shall be 50% of his Base
     Salary as of the end of that year. As used in this Agreement, the term
     "EBITDA" means the consolidated earnings of the Related Entities before
     interest, taxes, depreciation and amortization, excluding extraordinary or
     unusual nonrecurring items of income and expense, determined in accordance
     with generally accepted accounting principles by Employer's independent
     accountants. If in any year any of the Related Entities acquires or
     disposes of any material business, the Bonus payable with respect to such
     year shall be adjusted equitably to account for such acquisition or
     disposition. The Bonus for any year shall be paid not later than 30 days
     after delivery of Employer's audited financial statements for that year.
     Notwithstanding the foregoing, the Board of Directors of the Company will
     use its absolute discretion in determining the final amount of bonus
     payable after taking into account Executive's contribution to the Company
     during such year.

     3. Except as expressly amended hereby, the terms of the Employment
Agreement shall be unchanged and shall remain in full force and effect.



     4. This Amendment shall be governed by the laws of the State of New York.
This Amendment may be executed in one or more counterparts, all of which shall
be considered one and the same agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


                                       THE OFFICIAL INFORMATION COMPANY

                                       By:
                                          --------------------------
                                          Ian X.X. Xxxxxx
                                          President and CEO




                                       By:
                                          --------------------------
                                          Xxxxx X. Xxxxx




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