FIRST AMENDMENT TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

         FIRST AMENDMENT TO  AMENDED AND RESTATED  LOAN  AND  SECURITY AGREEMENT
("First Amendment") dated as of September       , 2000,  by and among DIRECTRIX,
INC., a Delaware corporation (the "Borrower"), and  J. ROGER FAHERTY  and DONALD
J. MCDONALD, JR.  (collectively, the  "Original Lenders"),  MARLIN CAPITAL CORP.
("Marlin"),  LELAND H. NOLAN and NEW  HORIZONS INVESTMENT CORP.,  N.V. (the "2nd
Round Lenders") and  Newbridge Investment,  N.V. ("Newbridge")  and those  other
persons  whose  names  and  addresses appear  on attached  Schedule  1,  as such
schedule  may  be  amended  from  time to time as  provided for herein (the "New
Lenders").


                                    RECITALS

         The  Borrower  and the  Original  Lenders  are  parties  to a Loan  and
Security  Agreement dated as of March 15, 1999, as amended,  (the "Original Loan
Agreement") that provided for the Original Lenders to loan up to $1.1 million to
the Borrower.  The Borrower granted to the Original Lenders warrants to purchase
an aggregate  of 33,000  shares of Directrix  Common Stock in  consideration  of
their  making  the loans  and  financial  accommodations  to the  Borrower.  The
Original Lenders loaned an aggregate amount equal to the Original Maximum Amount
to the Borrower.

         The "2nd Round Lenders,  the Original  Lenders and the Borrower entered
into an Amended and Restated  Loan and Security  Agreement  dated as of February
16, 2000 (the "Loan  Agreement")  which  superseded the Original Loan Agreement.
(All defined terms not otherwise  defined  herein shall have the same meaning as
in the Loan Agreement;  all Section  references are to the Loan  Agreement.) The
Loan Agreement  provided,  among other things, for the 2nd Round Lenders to loan
an aggregate  amount of up to $2.4 million to the Borrower  increasing the total
amount available to $3.5 million.  The Borrower granted to the 2nd Round Lenders
warrants to purchase an aggregate of 72,000 shares of Directrix  Common Stock in
consideration  of their  making the loans and  financial  accommodations  to the
Borrower.  One of the 2nd Round Lenders,  Leland H. Nolan,  who had committed to
provide  $400,000 of the $2.4  million  committed  to by the 2nd Round  Lenders,
transferred a $166,700 Note to Alberto  Antebi  (41.675% of Nolan's  commitment)
who became a 2nd Round Lender.

         The  Borrower  is seeking  to  increase  the  maximum  amount available
under the Loan Agreement by $1 million.  The Original  Lenders,   Marlin and the
New Lenders (collectively,  the "3rd Round Lenders") have  agreed to make up  to
$1  million  of  additional financing ("Additional  Credit  Facility") available
provided  the  Borrower  agrees to the  amendment  of  certain of the provisions
of the Loan Agreement.  The 3rd Round Lenders have agreed to  provide, as of the
date hereof,  $650,000  of the  Additional Credit Facility. The Borrower will be
seeking  additional  New  Lenders  to  agree  to  provide  the  balance  of  the
Additional Credit Facility.

         All the Lenders are amenable to the  foregoing on the  following  terms
and conditions.

         NOW THERFORE, the parties agree as follows:

                               Terms of Agreement

         1.  Additional New Lenders; Increase in Credit Facility.

               1.1  The New  Lenders  are   Newbridge  and  those  persons whose
names and  addresses  are listed on attached  Schedule 1 as such schedule may be
amended  from time to time for up to 90 days after the date  hereof.  Schedule 1
shall include the name,  address and the amount of each New Lender's  commitment
to make New Advances (as that term is defined in Section  1.2).  As provided for
in Section 1.2, Newbridge has committed to make $250,000 of New Advances and the
Borrower will be seeking other New Lenders to make  Advances  aggregating  up to
$350,000  of New  Advances.  The New  Lenders  and the  Borrower  shall  execute
counterpart copies of this Agreement and the Loan Agreement.

               1.2  The 3rd  Round  Lenders hereby  severally  agree to make New
Advances to the Borrower in the  aggregate  amount up to the  Additional  Credit
Facility  ("New  Advances"),  increasing the New Maximum Amount to $4.5 million,
assuming the full amount of the Additional Credit Facility is secured.  The Loan
Agreement  shall be hereby amended to reflect the New Maximum Amount as provided
FOR HEREIN.  EACH 3RD Round Lenders' obligation to make New Advances shall be as
follows:

<TABLE>
<CAPTION>

     <S>                                                        <C>
      3rd Round Lender                                  Amount of New Advances
     ----------------------------------------------   --------------------------
     J. Roger Faherty                                               $200,000

     Donald J. McDonald, Jr.                                        $100,000

     Marlin Capital Corp.                                           $100,000

     Newbridge Investment, N.V.                                     $250,000

     Other New Lenders                                        Up to $350,000

               Total                                        Up to $1,000,000

</TABLE>

The  procedures for  requesting  and making  Advances and repayment  thereof set
forth in Loan Agreement  Sections 1.03 And 1.04 shall apply to the New Advances.
The New Advances shall be reflected in the Notes as provided for in Section 1.02
and recorded by the Borrower as  contemplated  by Section 1.06.  Notwithstanding
any provision of the Loan Agreement to the contrary,  the Original Lenders shall
be  obligated  to make their  share of the New  Advances  prior to the other 3rd
Round Lenders. The balance of the New Advances shall made in relative proportion
to each remaining 3rd Round Lender's obligation to make New Advances.

         2.  Modification of  Financial  Covenants.  Loan Agreement Section
3.10.1  and  3.10.2   shall be  deleted  in their  entirety  and  the  following
substituted therefore:

         "3.10.1  Stockholders'  Equity.  The Borrower will not fail to maintain
Stockholders' Equity of at least $3 million at the end of each fiscal year prior
to the Maturity Date commencing with the fiscal year ending March 31, 2001."

         4. Grant of Additional  Warrants for  Additional  Credit  Facility.  In
consideration  of the 3rd Round  Lenders'  agreement  to provide the  Additional
Credit  Facility as provided for in Section 1, the Borrower  shall grant to each
3rd  Round  Lender a  warrant  to  purchase  shares of  Directrix  Common  Stock
("Warrants")  on the basis of a Warrant  to  acquire  6,000  shares for each 3rd
Round  Lender's  commitment to make  $100,000 of New  Advances.  The form of the
Warrants is attached as Exhibit A.

         5. Grant of  Additional  Warrants for  Modification  of  Covenants.  In
consideration  of  the  Original  and  2nd  Round  Lenders'   agreement  to  the
modification  of the  financial  covenants  as  provided  for in  section  2 and
consenting to the 3rd Round Lenders'  providing the additional  credit facility,
the  Borrower  shall grant to each  Original  Lender and each 2nd Round Lender a
Warrant to acquire the number of shares of common Stock set forth below:

<TABLE>
<CAPTION>

      <S>                                                                           <C>
                                                                         No. Shares of Common Stock
      Lender                                                                covered by warrant
     --------------------------------------------------------------   --------------------------------
     J. Roger Faherty                                                                     5,400

     Donald J. McDonald, Jr.                                                              1,200

     Marlin Capital Corp.                                                                 3,000

     Leland H. Nolan                                                                      1,400

     Alberto Antebi (as assignee of a portion of Nolan's Note)                            1,000

     New Horizons Investment Corp.                                                        9,000

             Total                                                                       21,000

</TABLE>

         6.  Conversion Right; Mandatory Prepayment.

               6.1 If the  Borrower has not sold or  otherwise  transferred  its
option ("EMI Option") to acquire the assets or stock of Emerald  Media, Inc.  by
March 31, 2001,  then the  Lenders  shall have the option to convert their Notes
into  Directrix  Common Stock on the same terms as the most recent  placement of
Directrix  Common Stock or, if there has been  no  placement of Directrix Common
Stock,  on  terms  to be  negotiated,  in good  faith, by  the Borrower  and the
Lenders.

               6.2  If the  Borrower sells, assigns or  otherwise  transfers the
EMI Option for  consideration payable in cash, the Borrower shall apply the cash
consideration  in excess of the  receivable  owed to Directrix by EMI, to prepay
the Notes held by the Second Round Lenders.  The prepayment  shall be made among
the 2nd Round  Lenders in relative  proportion to the amount of Advances made by
each 2nd Round Lender to the  aggregate  Advances  made by the 2nd Round Lenders
and taking into account the transfer by Nolan to Antebi.  The Borrower  shall be
entitled to reborrow any such prepayment as provided for in the Loan  Agreement.

         7.  Reduction  in  New Maximum  Amount. If one or both  of the Original
Lenders  converts  all  or  a  portion  of  their  Notes  into Directrix  Common
Stock, the New Maximum Amount shall be reduced  by the  principal  amount of the
Notes so converted and the Borrower may  not re-borrow the amount converted from
the Original Lenders

         8.  Effectiveness of this First Amendment.   The Lenders must have
received the following items, in form and content acceptable to Lenders,  before
this Agreement is effective.

               8.1  Agreement.   This  First  Amendment  fully   executed by the
Borrower and the 3rd Round Lenders in a sufficient  number of  counterparts  for
distribution to the Lenders and Borrower.

               8.2  Other Lenders.  The Lenders other than the 3rd Round Lenders
shall  have  a copy of this  First Amendment  consenting  to  the  provisions of
Section 2 hereof.

               8.3  Other  Required  Documentation.   All  other  documents  and
legal matters in connection  with the  transactions  contemplated  by this First
Amendment shall have been delivered or executed or recorded and shall be in form
and substance satisfactory to the Lenders.

         9.  Reservation  of Rights.  Except as,  and to the  extent,  set forth
herein:  (a) the  Lenders  hereby  reserve all  remedies,  powers,  rights,  and
privileges  that the Lenders may have under the Loan Agreement at law (including
under the Code), in equity,  or otherwise;  and (b) all terms,  conditions,  and
provisions  of the Loan  Agreement are and shall remain in full force and effect
and nothing  herein  shall  operate as a consent to or a waiver,  amendment,  or
forbearance  in respect of any other or further  matter  (including any Event of
Default) or any other  right,  power,  or remedy of the  Lenders  under the Loan
Agreement.

         10. Representations and Warranties.  The Borrower represents and
warrants as follows:

               10.1  Authority.  The Borrower  has the requisite corporate power
and  authority  to execute and deliver this First  Amendment  and to perform its
obligations  hereunder  and under the Loan  Agreement  (as  amended or  modified
hereby).  The execution,  delivery and performance by the Borrower of this First
Amendment, and the performance by the Borrower of the Loan Agreement (as amended
or modified hereby) has been duly approved by all necessary  corporate action of
the Borrower  and no other  corporate  proceedings  on the  Borrower's  part are
necessary to consummate such transactions.

               10.2  Enforceability.  This  First   Amendment   has   been  duly
executed  and  delivered  by the  Borrower.  This First  Amendment  and the Loan
Agreement  (as  amended or  modified  hereby) is the  legal,  valid and  binding
obligation of the Borrower,  enforceable against the Borrower in accordance with
its terms, and is in full force and effect.

               10.3  Representations  and  Warranties.   The representations and
warranties  contained in the Loan Agreement (other than any such representations
or warranties  that, by their terms,  are  specifically  made as of a date other
than the date hereof) are correct on and as of the date hereof as though made on
and as of the date hereof.

               10.4  No Default.  No event  has occurred and is continuing  that
constitutes an Event of Default.

         11.  Choice  of  Law.  The  validity  of  this  First  Amendment,   its
construction,   interpretation  and  enforcement,  the  rights  of  the  parties
hereunder,  shall be determined under,  governed by, and construed in accordance
with the laws of the State of New York governing  contracts only to be performed
in that State.

         12. Counterparts. This First Amendment may be executed in any number of
counterparts and by different parties and separate  counterparts,  each of which
when so executed and delivered,  shall be deemed an original,  and all of which,
when taken together,  shall constitute one and the same instrument.  Delivery of
an executed counterpart of a signature page to this First Amendment by facsimile
shall be effective as delivery of a manually executed  counterpart of this First
Amendment.

         13. Ratification.   Borrower  hereby restates,  ratifies  and reaffirms
each and every term and condition set forth in the  Loan Agreement effective  as
of the date hereof.

         IN  WITNESS  WHEREOF,  each  of  the  parties  hereto  have caused this
First Amendment to be executed as of the date first above written.

<PAGE>
                                            DIRECTRIX, INC.


                                            By:_________________________________
                                               J. Roger Faherty, Chairman & CEO



                                            ORIGINAL LENDERS


                                            ____________________________________
                                               J. ROGER FAHERTY


                                            ____________________________________
                                               DONALD J. MCDONALD, JR.



                                            2ND ROUND LENDERS

                                            MARLIN CAPITAL CORP


                                            By:_________________________________
                                               Mark Egen, President



                                            NEW HORIZONS INVESTMENT CORP., N.V.


                                            By:_________________________________
                                               Russell Molina, Attorney-In-Fact


                                            ____________________________________
                                               Leland H. Nolan


                                            ____________________________________
                                               Alberto Antebi



                                            NEW LENDERS

                                            NEWBRIDGE INVESTMENT N.V.


                                            By:_________________________________
                                               Russell Molina, Attorney-In-Fact

<PAGE>

                                   SCHEDULE 1


Newbridge Investment, N.V.                  4900 Woodway, Suite 650,
                                            Houston, Texas 77056