AMENDMENT TO UNDERWRITING AGREEMENT

                                 AMENDMENT TO
                            UNDERWRITING AGREEMENT



         Amendment to Underwriting Agreement, dated as of the 23rd day of
September, 1997 (the "Amendment"), to the Underwriting Agreement, dated as of
August 12, 1996 (the "Underwriting Agreement"), by and between the parties
executing this Amendment.



                             W I T N E S S E T H :

         WHEREAS, concurrently with the execution hereof the parties hereto
and certain third parties have executed and delivered a certain Amendment to
Settlement and Voting Agreement; and

         WHEREAS, the parties hereto hereby agree that it would be in their
mutual best interest to amend the Underwriting Agreement in the manner set
forth herein;

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

         1. Definitions. All capitalized terms which are not defined herein
shall have the respective meanings set forth in the Underwriting Agreement.

         2. Modifications. The Underwriting Agreement is hereby amended as
follows:

                  Sections 5(n), 5(p) and 5(v) of the Underwriting Agreement
                  shall be deleted in their entirety and the following
                  provisions substituted in lieu thereof:

                  5(n) From the Effective Date until January 1, 1998, not
                  issue any other shares of Common Stock or securities
                  convertible into Common Stock without the prior written
                  consent of the Underwriter, which consent shall not be
                  unreasonably withheld or delayed. In the event that the
                  Company requests the Underwriter's consent for any of the
                  above, the Underwriter shall have five days from the date of
                  such request to indicate its approval or disapproval. If the
                  Underwriter does not respond within such five day period,
                  its consent will be assumed. Notwithstanding the foregoing,
                  the Company may issue securities (A) upon (i) the exercise
                  of any warrants or options outstanding on the date hereof or
                  contemplated in the Prospectus pursuant to the






                  terms thereof; (ii) pursuant to the exercise of the
                  Over-allotment Option; and (iii) the exercise of the
                  Underwriter's Warrant, and (B) pursuant to any of the Stock
                  Option Plans described in the Prospectus or plans
                  subsequently adopted.

                  5(p) For a period of two years from the Effective Date, the
                  Company will not file a Form S-8 registration statement
                  without the consent of the Underwriter, which consent will
                  not be unreasonably withheld; provided, however, that May
                  Xxxxx hereby consents to the filing by the Company, on or
                  after May 14, 1998, of one or more Form S-8 registration
                  statements and any amendments thereto which register the
                  offer and sale of not more than 1,360,000 shares of Common
                  Stock issuable upon the exercise of stock options or
                  pursuant to the NetLive Performance Share Program Plan
                  and/or any employee benefit program of the Company.

                  5(v) From the Effective Date until January 1, 1998, the
                  Company shall not issue any of its securities in any
                  offering pursuant to Regulation S under the 1933 Act,
                  without the prior written consent of the Underwriter.

         3. Confirmation. Except as expressly specified herein, all other
terms, conditions and provisions of the Underwriting Agreement are hereby
confirmed and shall remain in full force and effect without modification.

         4. Counterparts. This Amendment may be executed in one or more
counterparts, each of which will be deemed an original and all of which shall
constitute a single document.

         5. Governing Law. This Amendment shall be governed by and construed
in accordance with the internal laws of the State of New York applicable to
contracts made and to be performed therein.





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


                                 NETLIVE COMMUNICATIONS, INC.


                                 By: /s/  Xxxxxxx Xxxxxxxxxx
                                    ---------------------------------------
                                     Name:  Xxxxxxx Xxxxxxxxxx
                                     Title: Chairman of the Board
                                              Chief Executive Officer






                                 MAY XXXXX GROUP, INC.



                                 By: /s/ Xxxx May
                                    ---------------------------------------
                                   Name:  Xxxx May
                                   Title:  Chairman and Chief
                                             Executive Officer


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