EXHIBIT
      10.2

     

    AMENDMENT
      NO. 1 TO EMPLOYMENT AGREEMENT

    


    This
      AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT (this “Amendment
      No. 1”)
      is
      made and entered into as of July 20, 2008 by and between eBaum’s World, Inc.
      (formerly EBW Acquisition, Inc.), a Delaware corporation (the “Company”),
      and
      Eric Bauman (“Employee”).

    


    RECITALS:

    


    WHEREAS,
      the Company and Employee entered into that certain Employment Agreement dated
      as
      of October 31, 2007 (the “Employment
      Agreement”);
      and

    


    WHEREAS,
      the Company and Employee have agreed, upon the following terms and conditions,
      to amend the Employment Agreement as provided herein.

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto hereby agree as follows,
      intending to be legally bound:

    


    1. Duties
      and Responsibilities.
      The
      first sentence of Section 5 is hereby amended by deleting it in its entirety
      and
      replacing it with the following:

    


    “Subject
      to the direction and control of the Chief Executive Officer of the Company,
      Employee shall manage, control, administer and operate day to day business
      affairs of the Company and the Managed Website Businesses (as such term is
      defined in that certain Asset Purchase Agreement by and among ZVUE Corporation,
      the Company, and Eric’s Universe, Inc. dated August 1, 2007, as amended on July
      20, 2008 and thereafter).”

    


    2. Base
      Salary.
      Section
      6 of the Employment Agreement is hereby amended by deleting it in its entirety
      and replacing it with the following:

    


    “6. Base
      Salary.
      The
      Company shall pay the Employee a base salary of not less than $180,000 per
      annum, payable in pro rata installments not less frequently than monthly, which
      base salary may be increased, but not decreased, from time to time as determined
      by the Board. Notwithstanding the foregoing, for each of the months of August,
      2008, and September, 2008, the Company shall pay Employee $1,666.67,
provided
      that an
      additional amount of $13,333.33 shall accrue for each of such months but shall
      not be payable until January 1, 2009.”

    


    3. Bonus
      Program.
      Section
      9 of the Employment Agreement is hereby amended by deleting it in its entirety
      and replacing it with the following:

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    


    “9. Bonus
      Program.
      Employee shall participate in a bonus program established by the Board and
      tied
      to performance of Employee, the criteria of which will be communicated in
      writing to Employee (a) for calendar year 2008, within thirty (30) days
      following the execution of this Amendment No. 1 and (b) for all subsequent
      years, prior to January 31 of the applicable year. The maximum potential bonus
      available for Employee for calendar year 2008 is $70,000 per annum (pro-rated
      for that portion of the year after the date of this Amendment No. 1), which
      maximum annual potential bonus may be increased, but not decreased, for
      subsequent calendar years as determined by the Board.”

    


    4. No
      Other Amendments; Ratification.
      Except
      as
      expressly amended herein, the terms of the Employment Agreement shall remain
      in
      full force and effect; and each of the parties hereby ratifies, confirms and
      agrees that the Employment Agreement shall remain in full force and effect,
      as
      amended hereby.

    


    5. Limitation
      on Agreements.
      The
      amendments set forth herein are limited precisely as written and shall not
      be
      deemed: (a) to be a consent under or waiver of any other terms or condition
      in the Employment Agreement, or (b) to prejudice any right or rights which
      the Company or Employee now has or may have in the future under, or in
      connection with the Employment Agreement, as amended hereby, or any of the
      other
      documents referred to herein or therein. From and after the date of this
      Amendment No. 1, all references to the Employment Agreement shall be deemed
      to be references to the Employment Agreement, after giving effect to this
      Amendment No. 1, and each reference to “hereof”, “hereunder”, or “hereby”
and each other similar reference and each reference to “this Agreement” and each
      other similar reference in the Employment Agreement shall from and after the
      date hereof refer to the Employment Agreement as amended hereby.

    


    6. Counterparts.
      This
      Amendment No. 1 may be executed in two or more counterparts, all of which
      when taken together shall be considered one and the same agreement and shall
      become effective when counterparts have been signed by each party hereto and
      delivered to all of the other parties, it being understood that all parties
      need
      not sign the same counterpart. In the event that any signature is delivered
      by
      facsimile transmission or by email delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      whose behalf such signature is executed) with the same force and effect as
      if
      such facsimile signature page were an original thereof.

    


    7. Governing
      Law.
      This
      Amendment No. 1 shall be construed and enforced in accordance with and
      governed by the law of the State of New York without regard to any provision
      thereof that would allow or require the application of the law of any other
      jurisdiction. The parties hereby agree that any dispute between or among them
      arising out of or in connection with this Amendment No. 1 shall be
      adjudicated before the courts of the State of New York, New York County, or,
      if
      any party has or can acquire jurisdiction, before the United States District
      Court for the Southern District of New York, and they hereby submit to the
      jurisdiction of such courts (and the appropriate appellate courts), with respect
      to any action or legal proceeding commenced by any party, and irrevocably waive
      any objection they now or hereafter may have respecting the venue of any such
      action or proceeding brought in such courts or respecting the fact that such
      courts are an inconvenient forum, relating to or arising out of this Amendment
      No. 1, and consent to the service of process in any such action or legal
      proceeding by means of registered or certified mail, return receipt requested,
      in 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    care
      of
      the address set forth above or such other address as the undersigned shall
      furnish in writing to the other.

    


    (Remainder
      of this page left blank intentionally. Next page is signature
      page.)

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
      duly executed by their respective authorized officers effective as of the day
      and year first above written but executed on the dates set forth
      below.

     

    


    COMPANY:

    


    EBAUM’S
      WORLD, INC.

    


    


    By:
      /s/
      Jeff
      Oscodar             


    Name:
      Jeff Oscodar

    Title:
      President & CEO

    


    EMPLOYEE:

    


    /s/
      Eric
      Bauman                    
    

    Eric
      Bauman, individually