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                                                                 EXHIBIT 10.1.2


                               SECOND AMENDMENT TO
                       DEVELOPMENT AND LICENSING AGREEMENT


THIS AMENDMENT ("Second Amendment") to the Development and Licensing Agreement
dated April 1, 1995 ("Agreement") among IT NETWORK, INC., a wholly-owned
subsidiary of Source Media, Inc., and a Texas corporation located at Suite 1000,
8140 Walnut Hill Lane, Dallas. Texas 75231 ("ITN") and INTERACTIVE CHANNEL
TECHNOLOGIES, INC., formerly known as Cableshare, Inc., an Ontario corporation
with its office at 150 Dufferin Avenue, Suite 906, London, Ontario N684N6
("ICT"), CABLE SHARE INTERNATIONAL, INC., a Barbados corporation with its office
in Bridgetown, Barbados ("Cableshare Barbados"), CABLESHARE (U.S.) LIMITED, an
Illinois corporation with its office in Chicago, Illinois ("Cableshare U.S.")
and CABLESHARE B.V., a Netherlands corporation with its office in Amsterdam,
Netherlands ("Cableshare B.V.") (ICT, Cableshare Barbados, Cableshare U.S. and
Cableshare B.V. collectively "the ICT Companies") is entered into this 17th day
of March, 1997.

WHEREAS, according to the First Amendment to Development and Licensing
Agreement, entered into October 31, 1996 between ITN and the ICT Companies (the
"First Amendment"), the Agreement was amended to expire on March 31, 1997; and

WHEREAS, ITN and the ICT Parties wish to modify certain terms and conditions
set forth in the Agreement and to extend the Agreement, as amended by the First
Amendment, beyond March 31, 1997.

NOW THEREFORE, in consideration of the mutual promises and conditions set
forth in this Second Amendment, ITN and the ICT Companies agree as follows:

1.       ITN and the ICT Companies mutually agree that the execution of this
         Second Amendment is a "written notice of renewal under Article 2.1 of
         the Agreement" and a return receipt of signed notice of renewal.
         Furthermore, Article 2.1 of the Agreement is amended in its entirety 
         as follows:

         "This Agreement shall commence on the Effective Date and shall continue
         until June 1, 2002. This term may be renewed for successive five-year
         terms at the option of ITN and the ICT Companies by the delivery of
         written notice of renewal signed by ITN to the ICT Companies followed
         by the return by the ICT Companies to ITN of such notice of renewal
         signed by the ICT Companies prior to the date upon which this Agreement
         would otherwise expire. Each such renewal shall be on the same terms
         and conditions contained in this Agreement except as otherwise
         mutually agreed by the Parties."


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2.       Article 5.4 - Other Sales - shall be amended by adding at the end of
         the present paragraph the following:

         "If the chief executive officer of Cableshare and Scott Bedford (or
         such other person designated for such purpose by ITN) do not, or are
         not able to, settle the amount of the payments, the payments shall be
         an amount equivalent to five percent (5%) of the Revenue from the
         transaction (as "Revenue" is defined in the Existing License Agreement)
         provided that such five percent (5%) amount is not more than a rate
         charged any other customer for a license on similar terms and
         conditions."

3.       All terms and conditions of the Agreement and the First Amendment not
         modified by this Second Amendment remain in effect as set forth in the
         Agreement and the First Amendment.

4.       This Second Amendment may be executed in one or more counterparts, each
         of which shall be deemed an original and all of which, taken together
         shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have duly executed this Second Amendment as of
the day and year first above written.

IT NETWORK, INC.                        SOURCE MEDIA, INC.

Per: /s/ [ILLEGIBLE]                    Per:  /s/ [ILLEGIBLE]
     -------------------------                ------------------------------

Title:  Secretary                       Title:  Chief Financial Officer
       -----------------------                  and Treasurer
                                                ---------------------------
INTERACTIVE CHANNEL TECHNOLOGIES, INC.


Per: /s/ [ILLEGIBLE]                    
     -------------------------          

Title:  Secretary                       
       -----------------------          
                                        


CABLESHARE, B.V.                        CABLE SHARE INTERNATIONAL, INC.


Per: /s/ [ILLEGIBLE] - Director         Per:  /s/ [ILLEGIBLE]
     --------------------------               ------------------------------

Title:  [ILLEGIBLE- - Director          Title:  Secretary
      ------------------------                  ---------------------------

CABLESHARE (U.S.) LIMITED


Per: /s/ [ILLEGIBLE]                    
     -------------------------          

Title:  Secretary                       
       -----------------------