AMENDMENT TO RESTATED AND AMENDED EMPLOYMENT AGREEMENT


     This  amendment  (the  "Amendment")  dated  as  of  January  8,  1999  (the
"Effective Date") to the Restated and Amended Employment Agreement dated January
6, 1997 (the "Employment Agreement") by and between Compu-DAWN, Inc., a Delaware
corporation (the "Company") and Louis Libin (the "Executive").

                                 R E C I T A L S


     WHEREAS,  the parties  hereto  entered  into the  Employment  Agreement  on
January 6, 1997.

     WHEREAS, the parties desire to amend the bonus provisions of the Employment
Agreement in their  entirety as set forth herein and that all other terms of the
Employment Agreement shall continue in full force and effect as amended hereby.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency which is hereby acknowledged, the parties hereto agree as follows:

     1.   Definitions.  All capitalized  terms not defined herein shall have the
          meanings ascribed to them in the Employment Agreement.

     2.   Elimination of Certain Provisions The terms and provisions of Sections
          1.4(b),  1.4(c)  and  1.4(d) of the  Employment  Agreement  are hereby
          eliminated and shall have no further application, force and effect.

     3.   Additional  Terms and  Provisions.  The following terms and provisions
          are hereby added to the Employment Agreement:

     3.1 Waiver of Salary Increase.  It is hereby agreed that as a result of the
Executive's  waiver of salary increase pursuant to the Executive's  waiver dated
January 4, 1999,  the  Executive's  salary  shall be $225,000  per annum for the
eight (8) month period ending December 31, 1999.

     3.2 Bonus.  In  addition  to the Salary set forth in Section  1.4(a) of the
Employment  Agreement,  the Executive  shall be entitled to receive a bonus (the
"Bonus")  to be  determined  by the  mutual  agreement  of the  Company  and the
Executive  which,  among other  things,  will allow the Executive to earn such a
Bonus of up to fifty percent (50%) of the Executive's Salary each year, based on
certain  performance  thresholds.  The Company and the Executive  shall use best
efforts to determine and  memorialize  the terms of the Bonus within thirty (30)
days hereof.

     3.3 Options. The Company shall grant to the Executive common stock purchase
options to purchase the number of shares of common stock of the Company upon the
terms and conditions set forth in the stock option agreement  attached hereto as
Exhibit 3.3.



<PAGE>


     3.4 1999 Stock Rights Grant Plan.  The Executive  shall be a participant in
the Company's 1999 Stock Rights Grant Plan (the "Rights Plan").  The Executive's
right to be a participant in the Rights Plan and the terms of his  participation
in the Rights Plan shall be governed by the terms and  provisions  of the Rights
Plan.

     4. Miscellaneous.

     4.1  Severability.   If  any  provision  contained  in  this  Amendment  is
determined to be void,  illegal or unenforceable,  in whole or in part, then the
other  provisions  contained  herein shall remain in full force and effect as if
the provision which was determined to be void, illegal, or unenforceable had not
been contained herein.

     4.2 Waiver,  Modification,  and Integration. The waiver by any party hereto
of a breach of any provision of this Amendment shall not operate or be construed
as a waiver of any subsequent  breach by any party. The Employment  Agreement as
amended by this Amendment  (collectively  the  "Agreement")  contains the entire
agreement of the parties  concerning  employment  and  supersedes  all prior and
contemporaneous  representations,  understandings and agreements, either oral or
in writing,  between the parties  hereto with respect to the  employment  of the
Executive by the Company and all such prior or contemporaneous  representations,
understandings and agreements, both oral and written, are hereby terminated. The
terms of this  Agreement  may not be  modified,  altered  or  amended  except by
written  agreement  of the  Executive  and the  Company,  subject  to the  prior
approval of the Board of Directors of the Company.

     4.3  Counterpart  Execution.  This Amendment may be executed in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute but one and the same instrument.

     IN WITNESS  WHEREOF,  the parties have  executed  this  Amendment as of the
Effective Date.

                                            COMPU-DAWN, INC.


                                            BY:/s/ Mark Honigsfeld      
                                               -----------------------------
                                               Mark Honigsfeld
                                               Chief Executive Officer


                                            EXECUTIVE:

                                            /s/ Louis Libin
                                            --------------------------------
                                            LOUIS LIBIN


<PAGE>