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                                                                EXHIBIT 10.13.1


                               AMENDMENT NO. 1
                               ---------------
                                      TO
                                      --
                             EMPLOYMENT AGREEMENT
                             --------------------

         This Amendment no. 1 dated as of January 1, 1997 to the Employment
Agreement (the "Employment Agreement") dated as of August 1, 1995 between
ADVANCED MEDIA, INC., a Delaware corporation (hereinafter the "Company") and
Hans J. Kaemmlein, residing at 4 Twin Brooks Road, Saddle River, New Jersey
07458 (hereinafter called the "Employee").

         WHEREAS, the Company and the Employee entered into the Employment
Agreement and now desire to modify certain of the terms and provisions thereof;

         NOW, THEREFORE, it is agreed as follows:

         1.   The Employment Agreement is hereby amended as follows:

              (a) Section 4(a) of the Employment Agreement is hereby amended and
restated as follows:


              "(a) Effective January 1, 1997, the Company shall pay to Employee
              a base salary at the rate of $180,000 per annum, payable in equal
              bi-weekly installments, or in such other manner as shall be
              agreeable to the Company and Employee, which salary will be
              payable in cash or the Company's Class A Preferred Stock, par
              value $.0001 per share ("Preferred Stock"), as determined by
              Employee. Employee shall deliver written notice to the Company of
              his determination under this Section 4(a), which determination
              shall remain in effect until such time as Employee delivers a
              subsequent written notice to the Company under this Section 4(a).
              In the event that Employee elects to be paid in Preferred Stock,
              such Preferred Stock shall be valued at its liquidation value,
              plus any accrued and unpaid dividends at the time of such
              election. During the period of employment, the Board of Directors
              or the Compensation Committee shall review the base salary no less
              often than annually for increases as of each January 1 beginning
              with January 1, 1998; provided however, that increases shall not
              be less than the increases in the Consumer Price Index for the
              New York and Northeastern New Jersey Region, as published by the
              United States Department of Labor, Bureau of Labor Statistics
              using December 1996 as the basedate."

              (B) A new Section 5(g) is hereby added, as follows:

              "(g) All of the options to purchase shares of the Company's common
              stock which are owned by Employee as of December 17, 1997 shall be
              fully vested, notwithstanding the terms of the option agreements
              under which such option were initially granted, and the Company
              shall execute and deliver amendments to such option agreements
              reflecting the foregoing."




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              (c) A new Section 5(h) is hereby added, as follows:

         
              "(h) All of the options to purchase shares of the Company's
              common stock which are owned by Employee as of Decmember 17, 1997
              and which are Incentive Stock Options shall be amended to provide
              that they are non-qualified stock options and, in connection
              therewith (i) the term of each such amended option shall be
              extended from 5 to 10 years and (ii) each such amended option
              shall continue to be exercisable notwithstanding any termination
              of the period of employment, but not beyond the expiration date
              of any such option and the Company shall execute and deliver
              amendments to such option agreements reflecting the foregoing."

               
              2.  All capitalized terms used herein, unless otherwise defined
herein, are used herein as defined in the Employment Agreement. Except as
expressly provided herein, all terms and provisions of the Employment Agreement
shall remain in full force and effect.

              
              IN WITNESS WHEREOF, the undersigned have hereunto set their hands
as of the date first above written.



                                              ADVANCED MEDIA, INC.
 

                                              By:
                                                 ------------------------
                                                 Name:
                                                 Title:

                                        
                                                 ------------------------
                                                     Hans J. Kaemmlein


                

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