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                                                                    EXHIBIT 10.1

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT to that certain Employment Agreement ("ORIGINAL
AGREEMENT") dated as of December 11, 2000 by and among CTN Media Group, Inc., a
Delaware corporation (the "COMPANY"), and Thomas A. Rocco ("EXECUTIVE"); is made
as of the 10th day of January, 2001 (the "EFFECTIVE DATE") between the Company,
Executive and U-C Holdings, LLC ("HOLDINGS").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to change the title and duties of
Executive and Executive is willing to make such change, in accordance with the
terms and conditions set forth herein.

         NOW THEREFORE, in consideration for ten dollars ($10.00) in hand paid
by the Company to Executive and for other good and valuable consideration, the
receipt and sufficiency which are hereby acknowledged, the parties hereto hereby
agrees as follows:

         1. All defined terms in the Original Agreement shall have the same
meaning herein unless the context requires otherwise or unless redefined herein.

         2. Section 2(a) of the Original  Agreement is amended by deleting the
section in its entirety and  replacing it with the following:

                  "2.      POSITION AND DUTIES.

                           "(a) During the Employment Period, Executive shall
                  serve as the President of the Company and shall have such
                  duties, responsibilities and authority of such position
                  subject to the direction of the Company's Chairman of the
                  Board, Executive Officers of the Company, and board of
                  directors (the "BOARD")."

         3. In addition to the compensation paid to Employee pursuant to Section
3 of the Original Agreement, on the Effective Date of this Amendment Executive
will be granted options to purchase 50,000 shares of common stock of the
Company. The options will vest over three years, with immediate vesting upon a
Change of Control of the Company. The grant of such options is subject to the
approval of the Board.

         4. The Original Agreement is hereby amended by adding the following
Sections 4.A, 4.B and 4.C after the end of Section 4:

                  "4.A.    VESTING OF EXECUTIVE SECURITIES.

                           "(a) In addition to all sums payable to Executive
                  pursuant to paragraph 3 above, Executive shall receive from
                  Holdings, as of January 10, 2001 (the "EFFECTIVE DATE"), Two
                  Hundred (200) Class A Management Units at purchase price of
                  $200.00. In the event that the
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                  Company achieves the sales revenue goals for Network Revenue
                  and Magazine Revenue for Fiscal 2001 set forth on EXHIBIT A
                  attached hereto, Executive shall receive from Jason Elkin an
                  additional fifty (50) Class A Management Units at a purchase
                  price of $50.00.

                           (b) Notwithstanding anything herein to the contrary,
                  the purchase of the Management Units by Executive and the
                  issuance of the Management Units by Holdings shall be subject
                  to the repurchase of 334 Class A Management Units by Holdings
                  from Martin Grant. Vesting of the Management Units shall
                  commence as of the date hereof.

                           (c) Except as otherwise provided in paragraph 4.B(c)
                  below, the Management Units will become vested, over the 24
                  month period after the date hereof, in equal proportions on
                  each anniversary date of the Effective Date if, as of such
                  anniversary date, Executive is employed by Company (I.E. 50%
                  upon the completion of each 12 month period following the
                  Effective Date).

                           (d) Upon a Sale of the Company or a Sale of Holdings,
                  all of the Management Units, which have not yet become vested
                  shall become vested at the time of such event. All of the
                  Management Units which have become vested pursuant to this
                  paragraph 4.A are referred to herein as "Vested Executive
                  Securities," and all unvested Management Units are referred to
                  herein as "Unvested Executive Securities."

                  4.B.     REPURCHASE OPTION.

                           (a) GENERAL REPURCHASE OPTION. Upon the occurrence of
                  the Termination Date the Executive Securities (whether held by
                  Executive or one or more of Executive's Permitted Transferees)
                  shall be subject to repurchase by Holdings pursuant to the
                  terms and conditions set forth in this paragraph 6 (the
                  "REPURCHASE OPTION"). The date on which Executive ceases to be
                  employed by the Company for any reason, is referred to herein
                  as the "Termination Date."

                           (b) TERMINATION FOR DEATH OR DISABILITY. Subject to
                  paragraph 4.B(h) below, the purchase price for the Unvested
                  Executive Securities on the Termination Date if Executive is
                  terminated for death, permanent disability or without Cause
                  will be the Executive's Original Cost; and the purchase price
                  for the Vested Executive Securities shall be the Fair Market
                  Value for such Vested Executive Securities, as of the date of
                  termination.

                           (c) TERMINATION FOR CAUSE OR RESIGNATION. Subject to
                  paragraph 4.B(h) below, the purchase price for all Executive
                  Securities if Executive is terminated for Cause or he resigns
                  shall be the Executive's Original Cost.

                           (d) REPURCHASE OPTION. As set forth above, Holdings
                  may elect to purchase the applicable Executive Securities by
                  delivering written

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                  notice (the "HOLDINGS REPURCHASE NOTICE") to the holder or
                  holders of such Executive Securities within 90 days after the
                  Termination Date. The Repurchase Notice will set forth the
                  number of such Executive Securities to be acquired from each
                  holder, the aggregate consideration to be paid for such
                  Executive Securities and the time and place for the closing of
                  the transaction. The number of such Executive Securities to be
                  repurchased by Holdings shall first be satisfied to the extent
                  possible from the Unvested Executive Securities held by
                  Executive at the time of delivery of the Repurchase Notice. If
                  the number of such Executive Securities then held by Executive
                  is less than the total number of Executive Securities Holdings
                  has elected to purchase, Holdings shall purchase the remaining
                  Executive Securities elected to be purchased from the other
                  holder(s) of such Executive Securities under this paragraph
                  4.B, pro rata according to the number of such Executive
                  Securities held by such other holder(s), respectively, at the
                  time of delivery of the Repurchase Notice (determined as
                  nearly as practicable to the nearest unit or other applicable
                  denomination).

                           (e) CLOSING. Subject to paragraph 4.B(g) below, the
                  closing of the purchase of the applicable Executive Securities
                  pursuant to the Repurchase Option shall take place on the date
                  designated by Holdings in the Repurchase Notice, which date
                  shall not be more than 60 days nor less than five days after
                  the later of (i) the delivery of such notice(s) or (ii) the
                  Fair Market Valuation Date. Payment for such Executive
                  Securities to be purchased pursuant to the Repurchase Option
                  shall be made by Holdings in four (4) equal installments, the
                  first installment payable on the closing of such purchase, the
                  second payable four (4) months after the closing, the third
                  payable eight (8) months after the closing and the fourth
                  payable twelve (12) months after the closing, each such
                  payment made by check or wire transfer of funds, at the option
                  of Holdings. Notwithstanding anything to the contrary
                  contained in this Agreement, Holdings may withdraw their
                  Repurchase Notice at any time prior to the closing of a
                  purchase of such Executive Securities pursuant to the
                  Repurchase Option.

                           (f) TERMINATION OF REPURCHASE OPTION. The right of
                  Holdings to repurchase Executive Securities pursuant to this
                  paragraph 4.B shall terminate upon the first to occur of (i)
                  the Sale of Holdings, or (ii) the Sale of the Company. The
                  Repurchase Option set forth in this paragraph 4.B will
                  continue with respect to such Executive Securities following
                  any transfer thereof other than a transfer to Holdings.

                           (g) REPURCHASE RESTRICTIONS. Notwithstanding anything
                  to the contrary contained in this Agreement, all repurchases
                  of Executive Securities by Holdings shall be subject to
                  applicable restrictions contained in the General Corporate Law
                  of the State of Delaware. If any such restrictions prohibit
                  the repurchase of the Executive Securities hereunder which
                  Holdings is otherwise entitled or required to make, Holdings
                  may

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                  make such repurchases as soon as it is permitted to do so
                  under such restrictions.

                           (h) SECTION 83(B) ELECTION. Within 30 days after
                  Executive purchases any Executive Securities from Holdings,
                  Executive shall make an effective election with the Internal
                  Revenue Service under Section 83(b) of the Internal Revenue
                  Code and the regulations promulgated thereunder.

                           (i) REPRESENTATIONS AND WARRANTIES. Executive hereby
                  represents, warrants, covenants and agrees that:

                                            (i) Executive has acquired the
                                    Management Units and the Holdings Warrant
                                    for investment for an indefinite period, not
                                    with a view to the sale or distribution of
                                    any part of all thereof by public or private
                                    sale or disposition.

                                            (ii) Executive has been advised that
                                    the Management Units, and the Holdings
                                    Warrant issuable hereunder have not been
                                    registered under the Securities Act or
                                    registered or qualified under any other
                                    securities law, on the ground, among others,
                                    that no distribution or public offering of
                                    the Management Units is to be effected and
                                    the Management Units and the Holdings
                                    Warrant issuable hereunder will be issued in
                                    connection with a transaction that does not
                                    involve any public offering within the
                                    meaning of Section 4(2) of the Securities
                                    Act, or the rules and regulations of the
                                    Securities and Exchange Commission and under
                                    comparable exemption provisions of the
                                    securities laws, rules and regulations of
                                    other jurisdictions. Executive understands
                                    that the Company and Holdings are relying in
                                    part on the Executive's representations as
                                    set forth herein for purposes of claiming
                                    such exemptions and that the basis for such
                                    exemptions may not be present if,
                                    notwithstanding Executive's representations,
                                    Executive has in mind merely acquiring
                                    Management Units and the Holdings Warrant
                                    issuable hereunder for resale on the
                                    occurrence or non-occurrence of some
                                    predetermined event. Executive has no such
                                    intention.

                                            (iii) Executive has such knowledge
                                    and experience in financial and business
                                    matters that Executive is capable of
                                    evaluating the merits and risks of an
                                    investment in the Management Units and the
                                    Holdings Warrant issuable hereunder and has
                                    the capacity to protect Executive's own
                                    interest in connection with Executive's
                                    proposed acquisition of the Management
                                    Units. Executive is an "Accredited Investor"
                                    as defined in Regulation D promulgated under
                                    the Securities Act.

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                                            (iv) Executive acknowledges that
                                    Executive has been furnished with such
                                    financial and other information concerning
                                    the Company and Holdings as Executive
                                    considers necessary in connection with
                                    Executive's acquisition of the Management
                                    Units. Executive has carefully reviewed such
                                    information and is thoroughly familiar with
                                    the proposed business, operations,
                                    properties and financial condition of the
                                    Company and Holdings and has discussed with
                                    representatives of the Company and Holdings
                                    any questions the acquisition may have with
                                    respect thereto. Executive understands: (i)
                                    the risks involved in this offering,
                                    including the speculative nature of the
                                    investment; (ii) the financial hazards
                                    involved in this offering, including the
                                    risk of losing such Executive's entire
                                    investment; (iii) the lack of liquidity and
                                    restrictions on transfers of the Management
                                    Units and the Holdings Warrant; and (iv) the
                                    tax consequences of this investment.
                                    Executive has consulted with his own legal,
                                    accounting, tax, investment and other
                                    advisers with respect to the tax treatment
                                    of an investment by Executive in the
                                    Management Units and the merits and risks of
                                    an investment in the Management Units.

                                            (v) The execution, delivery and
                                    performance by Executive of this Agreement
                                    have been duly authorized by Executive. This
                                    Agreement constitutes a valid and binding
                                    obligation of Executive, enforceable in
                                    accordance with its terms, subject to
                                    applicable bankruptcy, insolvency and
                                    similar laws affecting creditors' rights and
                                    subject, as to enforceability, to general
                                    principles of equity (regardless of whether
                                    enforcement is sought in a proceeding in
                                    equity or at law).

                                            (vi) Executive understands that the
                                    Management Units and the Holdings Warrant
                                    will be "restricted securities" as the term
                                    is defined in Rule 144 under the Securities
                                    Act, that the Management Units and the
                                    Holdings Warrant must be held indefinitely
                                    unless they are subsequently registered
                                    under the Securities Act and qualified under
                                    any other applicable securities law or
                                    exemption from such registration and
                                    qualification are available. Executive
                                    understands that Holdings is under no
                                    obligation to register or qualify the
                                    Management Units or the Holdings Warrant
                                    under the Securities Act, or any other
                                    securities law.

                                            (vii) Executive agrees to be bound
                                    by the terms, conditions, obligations,
                                    covenants and restrictions of the LLC
                                    Agreement and by the execution of this
                                    Agreement Executive shall become, and the
                                    Managing Member of the LLC does hereby admit
                                    Executive as, a "Member" and "Management
                                    Holder" of Holdings.

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                  4.C.     DEFINITIONS.

                           ""EXECUTIVE SECURITIES" mean: (i) any Management
                  Units acquired by Executive whether vested or unvested, and
                  (ii) any equity or debt securities issued or issuable directly
                  or indirectly with respect to the Executive Securities
                  referred to in clauses (i) above by any of a conversion,
                  split, distribution or dividend or in connection with a
                  combination of securities, recapitalization, merger,
                  consolidation or other reorganization. Executive Securities
                  shall continue to be Executive Securities in the hands of any
                  holder thereof (other than Holdings or any of its members).

                           ""FAIR MARKET VALUATION DATE" with respect to any
                  Executive Securities means the date on which its Fair Market
                  Value is finally determined pursuant to the definition of
                  "Fair Market Value.

                           ""FAIR MARKET VALUE" of the Management Units means
                  the Fair Market Value as shall be determined jointly in good
                  faith by Holdings and Executive; provided that if Holdings and
                  Executive cannot so agree, then such value shall be determined
                  by an independent investment banking firm of national or
                  regional reputation utilizing valuation techniques then
                  commonly used for the valuation of such investment interests,
                  which investment banking firm will be jointly selected by
                  Holdings and Executive in good faith, or if such parties
                  cannot agree on an investment banking firm, then such value
                  shall be determined by an investment banking firm selected by
                  a lot from a group of six firms possessing the above described
                  qualifications (three of whom shall be selected by Holdings
                  and three of whom shall be selected by Executive) from which
                  one firm designated as objectionable by each of Holdings and
                  Executive shall be eliminated (in either case, the investment
                  banking firm's determination shall be conclusive). The expense
                  of any such appraisal shall be borne equally by the parties.
                  In determining the Fair Market Value of the Management Units
                  to be purchased pursuant to he exercise of the Repurchase
                  Option, the parties or the investment bank, as the case may
                  be, shall use the average of the thirty (30) day trading price
                  of Common Stock of the Company as a partial determining
                  factor, taking into account the limitations, restrictions and
                  payment preferences of the Management Units. References in
                  this definition to Executive shall mean Executive's personal
                  representative if he is deceased or incapacitated.

                           ""INVESTOR UNITS" shall have the meaning ascribed in
                  the LLC Agreement.

                           ""LLC AGREEMENT" shall mean the Fourth Amended and
                  Restated Limited Liability Company Agreement of U-C Holdings,
                  L.L.C. dated August 31, 1999, as amended from time to time.

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                           ""MANAGEMENT UNITS" shall have the meaning ascribed
                  to it in the LLC Agreement.

                           ""ORIGINAL COST" of the Executive Securities will be
                  the price per such security paid by Executive pursuant to this
                  Agreement or otherwise (in each case, as proportionately
                  adjusted for all subsequent security splits, security
                  dividends, security distributions and other recapitalizations
                  affecting the Executive Securities). The initial Original Cost
                  of the Executive Securities issuable to Executive pursuant to
                  paragraph 4.A(a) herein shall be $1.00 per Management Unit.

                           ""SALE OF COMPANY" shall mean the sale of
                  substantially all of the stock of Company held by Holdings or
                  the sale of all or substantially all of the assets of Company.

                           ""SALE OF HOLDINGS" shall mean the sale of
                  substantially all of the equity interest of Holdings or the
                  sale of all or substantially all the assets of Holdings in
                  Company.

                           ""SECURITIES ACT" means the Securities Act of 1933,
                  as amended from time to time."

         5.       Except as specifically amended by this Amendment, the Original
Agreement shall remain in full force and effect as prior to this Amendment.

         6.       This Agreement will be governed by the internal law, and not
the laws of conflicts, of the State of Georgia.

         7.       This Agreement may be executed in separate counterparts, each
of which to be an original and all of which taken together constitute one and
the same agreement.





                     [SIGNATURES APPEAR ON FOLLOWING PAGE.]

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IN WITNESS WHEREAS, the parties have executed this Agreement as of the date
first above written.

                              CTN MEDIA GROUP, INC.


                              By: /s/
                                 -----------------------------------------------
                              Its:
                                 -----------------------------------------------

                              U-C HOLDINGS, L.L.C.


                              By: WILLIS STEIN & PARTNERS, L.P.
                              Its: Managing Member

                                             By: Willis Stein & Partners, L.L.C.
                                             Its: General Partner

                              By: /s/ DANIEL M. GILL
                                 -----------------------------------------------
                                      Daniel M. Gill
                                      Its: Managing Director

                                  /s/ THOMAS A. ROCCO
                                  ----------------------------------------------
                                 THOMAS A. ROCCO


AGREED AND CONSENTED
AS TO PARAGRAPH 4.A(a) BY:

/s/ JASON ELKIN
----------------------------------------------
Jason Elkin, Individually

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