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                                                                   EXHIBIT 10.38


                      FIRST VIRTUAL HOLDINGS, INCORPORATED

                       AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement (the "Amendment") is effective this 
16th day of January, 1998 (the "Effective Date"), by and between Nathaniel 
Borenstein ("Employee") and First Virtual Holdings Incorporated ("Company").

     WHEREAS, Employee and Company are parties to that certain employment 
agreement (the "Employment Agreement") dated August 8, 1996;

     WHEREAS, Employee's employment with Company under the Employment Agreement 
is "at will" and may be terminated at any time by Employee or Company;

     WHEREAS, the present financial circumstances of Company require that 
Company reduce its payroll expenditures;

     WHEREAS, Company has offered Employee a choice of termination of 
employment with severance benefits or continued employment with Company under 
the terms of this Amendment;

     WHEREAS, Company has adopted a compensation reduction program 
(the"Program") pursuant to which Employee may elect to reduce Employee's rate 
of compensation and Company may grant Employee options to purchase common stock 
of Company under the 1995 Stock Option Plan of Company;

     WHEREAS, Employee has voluntarily agreed to amend the Employment Agreement 
and participate in the Program pursuant to the terms of this Amendment; and

     WHEREAS, Company acknowledges and agrees that, while this Amendment is in 
effect, Employee may wish to seek and obtain other employment, and Company 
agrees Employee may do so to the extent that such activity does not interfere 
in any way whatsoever with Employee's obligations as an employee of Company;

     NOW, THEREFORE, in consideration of the foregoing recitals and the 
respective covenants of the parties contained herein, Company and Employee agree
as follows:

     1.  Resignation as Company Officer. Employee hereby resigns as an officer 
         of the Company. Employee is no longer considered an insider for stock 
         trading purposes.

     2.  Compensation. Effective as of January 16, 1998, and continuing through 
         June 30, 1998 Employee's compensation shall be $1,150.00 per month.

     3.  Grant of Option. As of the Effective Date, Company shall grant 
         Employee an incentive stock option (the "Option") within the meaning 
         of and to the extent permitted by Section 422 of the Internal Revenue 
         Code of 1986, as amended, to purchase 41,426 shares of common stock of 
         Company. The terms and conditions of the Option shall be as set forth 
         in that certain agreement between Company and Employee describing the 
         

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         Program, which letter is incorporated herein by the reference, and by
         the terms of the Company's 1995 Stock Option Plan and standard form of
         stock option agreement.

     4.  Other Consideration. In consideration for Employee's agreement to 
         accept stock options and the above described compensation. Company 
         grants to Employee all equipment specified in Attachment A.

     5.  Ratification. In all other respects, the Employment Agreement is 
         hereby ratified and affirmed, including but not limited to health care 
         coverage and option vesting provisions.

     6.  Termination. Your employment will terminate with no further action by 
         either party on June 30, 1998, provided however that either party may 
         terminate this agreement with ten (10) days written notice. You will 
         earn the options hereunder and be paid your salary and be entitled to 
         any benefits through the notice period.

     7.  Waiver of Severance. In consideration of the grant of Options 
         hereunder and transfer of equipment as found herein, the parties agree 
         to execute the attached Severance Agreement in substantially similar 
         form provided that neither party shall be required to execute the 
         Severance Agreement if either can document a claim that has arisen 
         between the date of this Amended Agreement and June 30, 1998 and is 
         not willing to waive same without additional consideration.

     8.  Securities Indemnification. Without expanding or modifying same, the 
         Company acknowledges its continuing obligations under its letter 
         provided Employee, dated October 9, 1996 about certain rights of 
         indemnification.

     IN WITNESS WHEREOF, each of the parties has executed this Amendment, in 
the case of the Company by its duly authorized officer, as of the day and year 
first above written.

COMPANY:                      FIRST VIRTUAL HOLDINGS, INC.


                              By: /s/ LEE H. STEIN
                                  -----------------------------------
                                      Lee H. Stein
                                      Chairman and CEO



EMPLOYEE:                     /s/ NATHANIEL BORENSTEIN
                              ---------------------------------------
                                  Nathaniel Borenstein




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                            [HOLDINGS INCORPORATED ]


February 12, 1998

Nathaniel Borenstein
514 East Washington
Ann Arbor, MI 48104

          RE: COMPENSATION REDUCTION PROGRAM

Dear Nathaniel:

          The Board of Directors ("Board") of First Virtual Holdings 
Incorporated (the "Company") has approved a compensation reduction program (the 
"Program") whereby the Board will amend your employment agreement with the 
Company to reduce your annual base compensation for the period January 16, 1998 
through and including June 30, 1998 by 93.1 percent (93.1%) from $16.666.00
monthly to $1150.00 monthly. As consideration for this reduction in 
compensation, the Board will grant you an incentive stock option (the "Option") 
as described below. The Company will use the cash proceeds derived from the 
reduction in your base compensation for general corporate purposes, and in 
doing so the Company will rely on your representation, evidenced by your 
signature below, that your reduced compensation will be sufficient to meet your 
personal financial needs.

          The Option will be for 41,426 shares of the Company's common stock
("Common Stock") at an exercise price of $2.06 per share, the fair market value
of the Common Stock on the date of grant. The Option will vest 3,766 on January
31, 1998 and in equal monthly installments of 7,532 shares at the end of each
succeeding five (5) months. The term of the Option will be ten (10) years. The
Company engaged the services of an independent compensation consulting firm to
advise the Company as to the number of shares that could be offered you for your
agreement to forego compensation. The Board of Directors have made a
determination, based on this advice and said determination is reflected in this
letter. You may review these the consultant's letter at any time prior to
agreeing to participate in the Plan.

          You should be aware that the Option involves significant investment 
risk. If the fair market value of the Common Stock declines below your exercise 
price, your option will have no value. The Company cannot guarantee the fair 
market value of the Common Stock at any time. In addition, you will incur 
certain tax liabilities with respect to the exercise of the Option and the 
subsequent sale of the stock. The Company cannot give you tax advice, and we 
encourage you to consult a tax advisor with respect to the Option.

          You should also be aware that your election to participate in the 
Program will be irrevocable. At no time will you have any right to any of the 
cash compensation you elect to forego, even if you agree to cancel a portion of 
the Option. For this reason, you should consult your personal financial advisor 
before you elect to participate in the Program.
 
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Nathaniel Borenstein
February 12, 1998
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     To participate in the Program, promptly return a signed copy of this 
letter to Lew Silverberg at the Company. Please also execute and return a copy 
of the enclosed "Stock Option Agreement for Reduction in Compensation".

     With your signature, in addition to indicating your willingness to 
participate in the Program, you are representing to the Company that your 
reduced compensation will be sufficient to cover your personal financial 
obligations. In addition, you are acknowledging that your employment with the 
Company remains "at will," and neither your election to participate in the 
Program nor the vesting of the Option shall affect your ability or the ability 
of the Company to terminate your employment at any time, with or without cause.

                                        Very truly yours,


                                        /s/ LEE STEIN         
                                        -------------------------------
                                        Lee Stein
                                        Chairman & CEO
 
/s/ NATHANIEL BORENSTEIN
----------------------------
Nathaniel Borenstein

Date    2/13/98
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