Exhibit 4.3




	




Exhibit 4.3  



FIRST AMENDMENT TO THE

JULY 10, 1996 RIGHTS AGREEMENT 




THIS FIRST AMENDMENT TO THE JULY 10,
1996 RIGHTS AGREEMENT (this “Amendment”) is made as of June 10, 2004 by New
Century Equity Holdings Corp., a Delaware corporation, formally Billing Information
Concepts Corp. (the “Company”), and The Bank of New York Trust Company, N.A.,
Successor Agent to U.S. Trust Company of Texas, N.A. (the “Rights Agent”): 



WHEREAS the Company will issue Series
A Preferred Stock to Newcastle Partners, L.P. (“Newcastle”) pursuant to that
certain Stock Purchase Agreement between the Company and Newcastle dated June 18, 2004
(the “Stock Purchase Agreement”); and 



WHEREAS Newcastle desires that the
Company amend the July 10, 1996 Rights Agreement (the “Rights Agreement”) so
that the Stock Purchase Agreement and any subsequent acquisition of Common Stock by
Newcastle does not affect any rights under the Rights Agreement and the percentage of
Common Stock ownership used in the definition of “Acquiring Person” in the
Rights Agreement is reduced from 15% to 5%; 



NOW, THEREFORE, BE IT RESOLVED that
the Company hereby amends the Rights Agreement to the extent and as provided as follows: 



SECTION 1. CERTAIN DEFINITIONS. 



     (a)    
          “Acquiring Person” shall mean any Person who or which shall be the
          Beneficial Owner of 5% or more of the shares of Common Stock then outstanding,
          but shall not include an Exempt Person or Newcastle Partners, L.P., a Texas
          limited partnership, or any of its successors or assigns
          (“Newcastle”); PROVIDED, HOWEVER, that (i) if the Board of Directors
          of the Company determines in good faith that a Person who would otherwise be an
          “Acquiring Person” became such inadvertently (including, without
          limitation, because (A) such Person was unaware that it beneficially owned a
          percentage of Common Stock that would otherwise cause such Person to be an
          “Acquiring Person” or (B) such Person was aware of the extent of its
          Beneficial Ownership of Common Stock but had no actual knowledge of the
          consequences of such Beneficial Ownership under this Agreement) and without any
          intention of changing or influencing control of the Company, and if such Person
          as promptly as practicable divested or divests itself of Beneficial Ownership of
          a sufficient number of shares of Common Stock so that such Person would no
          longer be an “Acquiring Person,” then such Person shall not be deemed
          to be or to have become an “Acquiring Person” for any purposes of this
          Agreement; (ii) if, as of the date hereof, any Person is the Beneficial Owner of
          5% or more of the shares of Common Stock outstanding, such Person shall not be
          or become an “Acquiring Person” unless and until such time as such
          Person shall become the Beneficial Owner of additional shares of Common Stock
          (other than pursuant to a dividend or distribution
paid or made by the Company on the outstanding Common Stock in shares of Common
Stock or pursuant to a split or subdivision of the outstanding Common Stock),
unless, upon becoming the Beneficial Owner of such additional shares of Common
Stock, such Person is not then the Beneficial Owner of 5% or more of the shares
of Common Stock then outstanding; and (iii) no Person shall become an
“Acquiring Person” as the result of an acquisition of shares of Common
Stock by the Company which, by reducing the number of shares outstanding
increases the proportionate number of shares of Common Stock beneficially owned
by such Person to 5% or more of the shares of Common Stock then outstanding,
PROVIDED, HOWEVER, that if a Person shall become the Beneficial Owner of 5% or
more of the shares of Common Stock then outstanding by reason of such share
acquisitions by the Company and shall thereafter become the Beneficial Owner of
any additional shares of Common Stock (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common Stock in
shares of Common Stock or pursuant to a split or subdivision of the outstanding
Common Stock), then such Person shall be deemed to be an “Acquiring
Person” unless upon becoming the Beneficial Owner of such additional shares
of Common Stock such Person does not beneficially own 5% or more of the shares
of Common Stock then outstanding. For all purposes of this Agreement, any
calculation of the number of shares of Common Stock outstanding at any
particular time, including for purposes of determining the particular percentage
of such outstanding shares of Common Stock of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i)
of the General Rules and Regulations under the Exchange Act, as in effect on the
date hereof.























	





Section 3.  ISSUANCE OF RIGHTS
CERTIFICATES. 



     (a)    
          Until the Close of Business on the day (the “Distribution Date”) which
          is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the
          tenth Business Day (or such later day as may be determined by action of the
          Board of Directors taken prior to the Close of Business on such tenth Business
          Day and prior to such time as any Person becomes an Acquiring Person) following
          the commencement by any Person (other than an Exempt Person) of, or the first
          public announcement of the intent of any Person (other than an Exempt Person) to
          commence, a tender or exchange offer upon the successful consummation of which
          such Person would be the Beneficial Owner of 5% or more of the outstanding
          Common Stock (irrespective of whether any shares are actually purchased pursuant
          to any such offer), (x) the Rights will be evidenced (subject to the provisions
          of Section 3(c) hereof) by the certificates for the Common Stock registered in
          the names of the holders of the Common Stock and not be separate Right
          Certificates, and (y) each Right will be transferable only in connection with
          the transfer of a share (subject to adjustment as hereinafter provided) of
          Common Stock; provided that if the Distribution Date would be prior to the
          Record Date, the Record Date shall be the Distribution Date; and provided that
          if a tender offer or exchange offer referred to in clause (ii) above is
          cancelled or withdrawn prior to the Distribution Date, such offer shall be
          deemed, for purposes of this Agreement, never to have been made. As soon as
          practicable after the Distribution Date, the Rights Agent will mail, by
          first-class, postage-prepaid mail, to each record holder of the Common Stock as
          of the Close of Business on the Distribution Date, as shown by the records of
          the Company, at the address of such
holder shown on such records, a Right Certificate in substantially the form of
Exhibit B hereto (“Right Certificate”) evidencing one Right for each
share of Common Stock so held, subject to adjustment as provided herein. In the
event that an adjustment in the number of Rights per share of Common Stock has
been made pursuant to Section 11(i) or Section 11(n) hereof, at the time of
distribution of the Right Certificates the Company shall make the necessary and
appropriate rounding adjustments (in accordance with Section 14(a) hereof) so
that Right Certificates representing only whole numbers of Rights are
distributed and cash is paid in lieu of any fractional Rights. As of and after
the Distribution Date the Rights will be evidenced solely by such Right
Certificates. Notwithstanding anything otherwise provided in this Section 3(a),
no transaction pursuant to the Stock Purchase Agreement, or any subsequent
acquisition of Common Stock by Newcastle, will cause, effect, or otherwise
trigger a Distribution Date.























	





IN WITNESS WHEREOF, this Amendment is
effective as of the day and year first referenced above. 











			NEW CENTURY EQUITY HOLDINGS CORP.,
a Delaware corporation 



By:           /s/ DAVID P. TUSA

 Name:     David P. Tusa

Title:       Chief Financial Officer, Executive Vice

                President, and Corporate Secretary









			THE BANK OF NEW YORK TRUST
COMPANY, N.A., SUCCESSOR AGENT TO U.S.

TRUST COMPANY OF TEXAS, N.A. 



By:           /s/ JOHN C. STOHLMANN

Name:      John C. Stohlmann

Title:       
Vice President






	



CERTIFICATION TO RIGHTS AGENT: The
officer of the Company whose duly authorized signature appears above certifies that this
Amendment is in compliance with the terms of Section 27 of the Rights Agreement.