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                                                                    EXHIBIT 10.1

                              AMENDMENT NUMBER 3 TO
                         EXECUTIVE EMPLOYMENT AGREEMENT


         This Amendment Number 3 (the "Amendment") is effective as of February
22, 2000 by and between INTERNET PICTURES CORPORATION, a Delaware Corporation
(the "Company") and JAMES M. PHILLIPS (the "Executive").

                                   WITNESSETH:

         WHEREAS, the Company and the Executive entered into an Executive
Employment Agreement dated January 24, 1997, as amended by Amendment No. 1 dated
November 21, 1997 and Amendment No. 2 dated January 20, 1999 (as amended, the
"Employment Agreement");

         WHEREAS, the Company and Executive desire to amend the Employment
Agreement;

         NOW, THEREFORE, in consideration of the covenants and mutual agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:

1.       TERM OF EMPLOYMENT. Section 2 of the Employment Agreement is hereby
amended by deleting the date "December 31, 2001" in both places where said date
appears and inserting in such places the date "December 31, 2004".

2.       BASE COMPENSATION. Section 4 of the Employment Agreement is hereby
amended by (a) deleting the first word of that Section and adding the phrase
"Effective January 1, 2000 and throughout" in lieu thereof; and (b) deleting the
phrase "Three Hundred Seventy-Five Thousand Dollars ($375,000)," and inserting
in its place "Four Hundred Twenty-Five Thousand Dollars ($425,000)".

3.       [RESERVED].

4.       ANNUAL BONUS PAYMENT. Section 5 of the Employment Agreement is hereby
amended by deleting the text of the paragraph and adding the following: "Within
forty five (45) days following each fiscal year of the Company covered by the
Term hereof, and in addition to his Base Compensation, the Company shall pay
Executive an annual bonus in an amount equal to one-half of his Base
Compensation (a bonus in the amount of $212,500) in the event his performance
warrants same and/or the Company's business plan goals have been met."

5.       STOCK OPTION. Section 6 of the Employment Agreement is hereby amended
by deleting the last two sentences of the section and adding the following
Section 6d. at the end of Section 6:
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                  "d.      Effective as of February 22, 2000, Executive is
         granted an option to purchase One Million (1,000,000) shares of the
         capital stock of the Company issued as an Incentive Stock Option,
         meeting the requirements of Section 442(b) of the Internal Revenue Code
         of 1986 as amended. Executive may exercise this option at the last
         quoted per share market price for the capital stock of the Company as
         of the close of business on February 22, 2000. This option shall be
         vested and exercisable as follows:

                                                     i.       100,000 shares as
                                    of February 22, 2000;

                                                     ii.      250,000 shares on
                                    December 31, 2000;

                                                     iii.      18,055 shares on
                                    the first of each month from February 1,
                                    2001 for the next 35 months, through
                                    December 1, 2003; and

                                                     iv.      18,075 shares on
                                    January 1, 2004.

         The option granted pursuant to this Section 6d. shall be in addition to
         all other options granted by the Company to Executive pursuant to this
         Employment Agreement or any incentive compensation program or the
         Equity Compensation Plan."

6.       BENEFITS. Section 7 of the Employment Agreement is hereby amended by
inserting the following language immediately after Section 7e.:

                  "f.      During the Term of Employment, the Company shall:

                           i. pay for the membership fees, dues and assessments
                  at one country club in the Knoxville, Tennessee area plus one
                  or more luncheon or dinner clubs as Executive determines are
                  appropriate to his carrying out his duties hereunder;

                           ii. provide Executive with personal financial
                  (including tax) counseling by a firm to be chosen by Executive
                  from a list of providers selected by the Company; and

                           iii. provide Executive with the cost of reasonable
                  and adequate security for himself and his family during the
                  term of this Employment Agreement.

                  g.       It is the intention of the Company that Executive
         shall, after taking into account any taxes on reimbursements or other
         benefits under Sections 6(d), 7, 8 and 10 of this Employment Agreement,
         be kept whole with respect to such reimbursement or other benefit.
         Accordingly, except to the extent otherwise provided in the preceding
         sentence, to the extent the benefits provided in such Sections 6(d), 7,
         8 and/or 10 are taxable as income to Executive, the Company shall pay
         Executive in connection therewith an amount which, after all taxes
         incurred by Executive on such benefits are computed, equals the tax to
         be paid by Executive."


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                  h.       During the term of this Agreement, the Company shall
         make available to the Executive a loan of up to $2,000,000 (the "Line
         of Credit"). Executive shall have the right to draw down any amount, up
         to and including the total amount available under the Line of Credit,
         at any time during the term of this Agreement. Any amounts drawn down
         by Executive from the Line of Credit will be bear an interest rate not
         to exceed the Company's most favorable borrowing rate at SunTrust or,
         if it ceases to maintain a principal banking relationship with
         SunTrust, at such other financial institutions where the Company
         maintains relationships. Any loan under the Line of Credit will be
         secured solely by Company stock owned by Executive or the Stock Options
         granted pursuant to this Employment Agreement, and the Company may seek
         payment from Executive for amounts due to the Company pursuant to any
         loan made under the Line of Credit solely from proceeds of the sale of
         such Company stock. Proceeds from the sale of Company stock sold by
         Executive shall be first applied to the reduction of any outstanding
         indebtedness under the Line of Credit.

7.       ATTORNEYS FEES.  Section 8 of the Employment Agreement is hereby
amended by deleting the last sentence thereof.

8.       [RESERVED].

9.       TERMINATION.

         Section 11a. of the Employment Agreement is hereby amended by inserting
the language "raised in a timely manner by the Board of Directors" after the
word "part" at the conclusion of the second sentence of such Section and by
inserting the following sentence in lieu of the penultimate sentence: "Further,
any termination for Cause must be in writing, approved by a majority of the
members of the Board of Directors of the Company excluding Executive and must
state the bona fide reasons therefor."

         Section 11b. of the Employment Agreement is hereby amended by deleting
the text in its entirety and replacing it with the following:

                  "b. i. In the event (1) Executive terminates his employment by
         resigning for Good Reason (as defined herein), (2) the Company elects
         to terminate Executive prior to the expiration of the Term or any
         renewal term for reasons that do not constitute a termination for
         Cause,or (3) if Executive's employment is terminated in connection with
         a Change of Control of the Company (as defined in the Company's 1997
         Equity Compensation Plan), then Executive is free to obtain other
         employment and Executive shall receive the following from the Company,
         at the Company's expense:

                           A) Within one month of the Termination Date (as
                  defined herein), a lump sum severance payment in the amount of
                  three million dollars ($3,000,000);


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                           B) The amount and value of his entire plan account
                  and interest under any investment plan or stock ownership plan
                  and all employer contributions made or payable to any such
                  plan for his account prior to the end of the month in which
                  the Termination Date occurs, shall be deemed vested and
                  payable to him. Such payment or distribution shall be in
                  accordance with written directions made by Executive;

                           C) All stock options, stock appreciation rights,
                  restricted stock and other incentive compensation granted to
                  Executive by the Company shall become immediately vested; and

                           D) Executive shall be entitled to continued
                  participation in all medical, dental, hospitalization and life
                  insurance coverage and in other employee benefit plans or
                  programs in which he was participating on the date of the
                  termination of his employment for a period of 36 months
                  following the Termination Date; provided that if Executive is
                  precluded from continuing his participation in any employee
                  benefit plan or program as provided in this subsection of this
                  Employment Agreement, he shall be provided with the after-tax
                  economic equivalent of the benefits provided under the plan or
                  program in which he is unable to participate for the period
                  specified in this clause, with the economic equivalent of any
                  benefit foregone deemed to be the lowest cost that would be
                  incurred by Executive in obtaining such benefit himself on an
                  individual basis, and payment of such after-tax economic
                  equivalent shall be made quarterly in advance.

                  b. ii. In the event that the termination of Executive's
         employment is for one of the reasons set forth in this Section 11b. and
         the aggregate of all payments or benefits made or provided to Executive
         under Section 11b. and under all other plans and programs of the
         Company (the "Aggregate Payment") is determined to constitute a
         Parachute Payment, as such term is defined in Section 280G(b)(2) of the
         Internal Revenue Code, the Company shall pay to Executive, prior to the
         time any excise tax imposed by Section 4999 of the Internal Revenue
         Code ("Excise Tax") is payable with respect to such Aggregate Payment,
         an additional amount which, after the imposition of all income and
         excise taxes thereon, is equal to the Excise Tax on the Aggregate
         Payment. The determination of whether the Aggregate Payment constitutes
         a Parachute Payment and, if so, the amount to be paid to the Executive
         and the time of payment pursuant to this Section 11b. shall be made by
         an independent auditor (the "Auditor") jointly selected by the Company
         and Executive and paid by the Company. The Auditor shall be a
         nationally recognized United States public accounting firm which has
         not, during the two years preceding the date of its selection, acted in
         any way on behalf of the Company or any Affiliate thereof. If Executive
         and the Company cannot agree on the firm to serve as the Auditor, then
         Executive and the Company shall each select one accounting firm and
         those two firms shall jointly select the accounting firm to serve as
         the Auditor.


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         iii.     In the event of any termination of employment under this
         Section 11, Executive shall be under no obligation to seek other
         employment and there shall be no offset against amounts due Executive
         under this Employment Agreement on account of any remuneration
         attributable to any subsequent employment.

         iv.      Any amounts due under this Section 11 are in the nature of
         severance payments in amounts considered to be reasonable by the
         Company and are not in the nature of a penalty.

         v.       'Good Reason' shall mean, at any time during the Term of this
         Employment Agreement or any renewal or other extension of the Term of
         this Employment Agreement, the occurrence of any one of the following
         events:

                           A) The assignment to Executive by the Company of
                  duties inconsistent with Executive's duties as defined in
                  Section 3 of this Employment Agreement, any change to the
                  Executive's title as Chairman and Chief Executive Officer, or
                  any material change in his duties or responsibilities without
                  his prior written consent, except in connection with the
                  termination of the Executive's employment (1) for Cause, (2)
                  if the Executive becomes Disabled (as defined herein), (3) as
                  a result of the Executive's death or (4) by the Executive
                  other than for Good Reason;

                           B) A reduction by the Company in Executive's Base
                  Compensation as is defined by this Employment Agreement or as
                  the same may be increased from time to time during the term of
                  this Employment Agreement;

                           C) The failure of the Company to obtain the specific,
                  written assumption of this Employment Agreement by any
                  successor or assign of the Company or any person acquiring
                  substantially all of the Company's assets;

                           D)  Any material breach by the Company of this
                  Employment Agreement; or

                           E) The Company relocates its principal place of
                  business to a location more than 50 miles from Oak Ridge,
                  Tennessee.

         vi.      'Termination Date' means the date as of which the Executive's
         employment with the Company is terminated by the Company or by the
         Executive for any reason which, except in the event of the Executive's
         death, shall be specified in a written notice received by either party
         from the other."

         Section 11c.iii. of the Employment Agreement is hereby amended by
deleting the text in its entirety and replacing it with the following:


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         "iii.    The Executive becomes disabled while employed during the term
         of this Employment Agreement. `Disabled' shall mean that the Executive
         has a medically determinable physical or mental impairment that renders
         the Executive substantially unable to perform all of the Executive's
         duties as required under Section 3 of this Employment Agreement for 180
         days out of any 360 day period. The date of the disability is the date
         on which the Executive is certified as having incurred a disability by
         a physician mutually acceptable to the Executive (or the Executive's
         representative) and the Company."

         Section 11 of the Employment Agreement is hereby amended by deleting
the last sentence of Section 11 -- for clarity, the sentence following
subsection 11c. that commences with "In such event . . .." -- entirely and
replacing it with the following:

         "d.          In the event Executive's employment is terminated due to
         his death, his estate or his beneficiaries, as the case may be, shall
         be entitled to:

                                    i.       Base Compensation for a period of
                           90 days following the date of death;

                                    ii.      the continued right to exercise any
                           stock option for the remainder of its term, such
                           option to become fully vested and exercisable at the
                           date of his death;

                                    iii.     any amounts earned, accrued or
                           owing to Executive but not yet paid under this
                           Employment Agreement;

                                    iv.      have any amount of the note
                           provided for in Section 7g. of this Employment
                           Agreement that remains unpaid by Executive or
                           unforgiven by the Company immediately forgiven;

                                    v.       his wife shall be entitled, at the
                           Company's expense, to continued participation in all
                           medical, dental, and hospitalization programs in
                           which he was participating on the date of his death
                           until his wife reaches the age of 65; and

                                    vi.      his wife shall be entitled to
                           receive, at the Company's expense, in addition to any
                           survivor benefits otherwise provided, a life annuity
                           equal to 50% of any pension to which Executive would
                           have been entitled assuming he had retired and had
                           been receiving retirement payments at the time of his
                           death based upon his credited service to that date.

         e.       In the event Executive's employment is terminated due to his
         Disability, he shall be entitled in such case to the following (but in
         no event less than the benefits due him under the then-current
         disability program of the Company):


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                                    i.       an amount equal to the sum of 60%
                           of Base Compensation, at the annual rate in effect at
                           Termination of his employment, for a period ending
                           with the end of the month in which he becomes 65,
                           less the amount of any disability benefits provided
                           to Executive by the Company (other than benefits
                           attributable to Executive's own contributions) under
                           any disability plan;

                                    ii.      the continued right to exercise any
                           stock option for the remainder of its term, such
                           option to become fully vested and exercisable on the
                           date of his termination due to Disability;

                                    iii.     any amounts earned, accrued or
                           owing to Executive but not yet paid under this
                           Employment Agreement;

                                    iv.      continued participation, at the
                           Company's expense, in medical, dental,
                           hospitalization and life insurance coverage and in
                           all other employee plans and programs in which he was
                           participating on the date of termination of his
                           employment due to Disability until he attains age 65;
                           and

                                    v.      other or additional benefits in
                           accordance with applicable plans and programs of the
                           Company."

10.      NOTICES AND OTHER COMMUNICATIONS. The addresses for Executive and the
Company, as reflected on the Employment Agreement, shall be changed to reflect
the Company's current address of 1009 Commerce Park Drive, Oak Ridge, TN 37830.
The address to which Executive's counsel shall be sent copies shall be changed
to reflect the following: Shepherd D. Tate, Esq., Tate, Lazarini & Beall, PLC,
50 N. Front Street, Suite 850, Memphis, TN 38103.

11.      NO FURTHER CHANGES. All other terms of the Employment Agreement not
otherwise amended hereby shall continue to be in full force and effect.

12.      COUNTERPARTS. This Amendment may be executed in counterparts, with each
such counterpart being deemed an original.


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         IN WITNESS WHEREOF, the parties have executed the Amendment Number 3 as
of the date first above written.

                                     COMPANY:

                                     INTERNET PICTURES CORPORATION


                                     By:
                                        ------------------------------


                                     Its:
                                         -----------------------------


                                     EXECUTIVE:


                                     ---------------------------------
                                     JAMES M. PHILLIPS


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