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                                                                    EXHIBIT 10.4


                              AMENDMENT NUMBER 1 TO
                              EMPLOYMENT AGREEMENT

         This Amendment Number 1 (the "Amendment") is effective as of June 1,
2001 by and between INTERNET PICTURES CORPORATION, a Delaware Corporation (the
"Company") and MATTHEW S. HEITER (the "Executive").

                                   WITNESSETH:

         WHEREAS, the Company and the Executive entered into an Employment
Agreement dated May 31, 2000 (the "Employment Agreement").

         WHEREAS, the Company and Executive desire to amend the Employment
Agreement to extend the term of employment;

         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.       EMPLOYMENT OF EXECUTIVE. Section 1(b) of the Employment Agreement is
         hereby amended by deleting said section in its entirety and inserting
         the following in lieu thereof:

         The duties of the Executive shall include the duties and services
         described in Schedule 1, which duties and services shall at all times
         be subject to the direction, approval and control of the and of
         Directors of the Company (the "Board") and the Chief Executive Officer
         of the Company (the "CEO"). Executive shall report directly to the CEO
         of the Company; provided, however that Executive may report directly to
         the Board through its Chairman, or any director if appropriate, if
         Executive deems it necessary or desirable in his sole discretion.

Schedule 1 of the Employment Agreement is hereby amended by deleting said
Schedule in its entirety and replacing it with the attached Schedule 1.

2.       SERVICES TO BE RENDERED. Section 2(a) of the Employment Agreement is
         hereby amended by deleting the first sentence of said section in its
         entirety. Section 2(c) of the Employment Agreement is amended by
         deleting said section in its entirety and inserting the following in
         lieu thereof:

         During the term of this Agreement, the Company shall furnish, at
         Executive's principal place of employment (Shelby County, Tennessee),
         an office, furnishings, secretary and such other facilities
         commensurate and suitable to his position and necessary for the
         performance of his duties hereunder. Executive shall not be required to
         move from Shelby County, Tennessee.
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3.       TERM. Section 3(a) of the Employment Agreement is amended by deleting
said section in its entirety and inserting the following in lieu thereof:


         The term of this Agreement (the "Term") shall commence effective as of
         the date hereof (the "Commencement Date"), and shall continue until
         June 1, 2002, unless (i) extended by Executive for such additional term
         as he may determine in his sole discretion, not to exceed one (1) year
         or (ii) extended or terminated as hereinafter provided.

Section 3(b) of the Employment Agreement is hereby amended by deleting
subsection (v) in its entirety.

Section 3(d) is hereby amended by deleting subsection (v) in its entirety and
inserting the following in lieu thereof: "The relocation of Executive's place of
employment outside of Shelby County, Tennessee."

Section 3(f) of the Employment Agreement is hereby amended by deleting said
section in its entirety.

4.       LEGAL FEES AND EXPENSES. The Employment Agreement is further amended by
adding a new Section 16 as follows:

         16.      LEGAL FEES AND EXPENSES.

         The Company shall defend, hold harmless, and indemnify Executive on a
         fully grossed-up after tax basis from and against any and all costs and
         expenses (including reasonable attorneys', accountants' and experts'
         fees and expenses) incurred by Executive acting reasonably from time to
         time as a result of any contest (regardless of the outcome) by the
         Company or others contesting the validity or enforcement of, or
         liability under, any term or provision of this Agreement, plus in each
         case interest at the applicable federal rate provided for in Section
         7872(f)(2)(B) of the Code as amended.

5.       COMPENSATION. Section 4(c)(ii)(B) of the Employment Agreement is hereby
amended by deleting said section in its entirety.

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

7.       COUNTERPARTS. This Amendment may be signed in counterparts, with each
such counterpart constituting an original document.


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         IN WITNESS WHEREOF, the parties have executed the Amendment Number 1 as
of the date first above written.

                                        COMPANY:

                                        INTERNET PICTURES CORPORATION


                                        By:  /s/ Donald W. Strickland
                                           ------------------------------------
                                           Donald W. Strickland, President and
                                                  Chief Executive Officer


                                        EXECUTIVE:


                                        /s Matthew S. Heiter
                                        ---------------------------------------
                                        MATTHEW S. HEITER


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                                   SCHEDULE 1

                               EMPLOYMENT CONTRACT

         Executive:     Matthew S. Heiter

         Position:      Executive Vice President, General Counsel and Secretary

         Duties:        Chief Legal Officer of the Company, oversee and manage
all legal affairs of the Company. Executive shall have the authorities, duties,
responsibilities and status usually associated with the office of companies
having operations and business similar to the operations and business of the
Company and at least commensurate in all material respects with the most
significant of those held, exercised and assigned at any time within ninety (90)
days of June 1, 2001, and such other duties as the Board shall determine and
Executive shall accept from time to time.

         Base Salary:    $250,000 annual


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