AMENDMENT NO. 1 to EMPLOYMENT AGREEMENT _________________ This is Amendment No. 1, dated as of July 23, 1997, to the Employment Agreement made and entered as of April 28, 1997, by and between National Media Corporation (the "Company"), a Delaware...

 
                                                                EXHIBIT  10.1(a)


                                AMENDMENT NO. 1
                                       to
                              EMPLOYMENT AGREEMENT
                               _________________



          This is Amendment No. 1, dated as of July 23, 1997, to the Employment
Agreement made and entered as of April 28, 1997, by and between National Media
Corporation (the "Company"), a Delaware Corporation, and Xxxxxxxxxxxx X.
Xxxxxxxx (the "Executive").

          In consideration of the mutual covenants and agreements set forth
herein, and intending to be legally bound hereby, the Company and the Executive
agree as follows:

1.  Section 10(a)(i) of the Employment Agreement is amended to read in its
entirety as follows:

               "(i)  The Executive shall receive an immediate lump sum payment
          (within     thirty (30) days following the Termination of Employment),
          of three (3) years' Base Salary at the then current amount;"

2.  Section 10(b) of the Agreement is amended to read in its entirety as
follows:

               "(b)  If a Termination of Employment does not occur within thirty
          (30) days following the Change in Control, then the Term of this
          Agreement shall be automatically renewed for a three (3) year period
          commencing on the date of the Change in Control, in which case all of
          the terms and conditions of this Agreement shall remain in full force
          and effect until the end of such Term."


          IN WITNESS WHEREOF, this Amendment No. 1 to the Employment Agreement
has been executed by the Executive and, on behalf of the Company, by its duly
authorized officers and approved by its Compensation Committee as of the date
first above written.



Attest:                                 NATIONAL MEDIA CORPORATION


_______________________________         By:________________________________
Secretary                               Xxxxxxxxx X. Xxxxxx, Chairman


                                        ________________________________
                                        Xxxxxxxxxxxx X. Xxxxxxxx
APPROVED:


By____________________________
  Xxx X. Xxxxxx, XX, Director,
  Chairman of the Compensation
  Committee of the Board of
  Directors