AMENDMENT NO.1 TO STOCKHOLDERS AGREEMENT

                                  July 28, 2000


     The Stockholders Agreement dated February 28, 2000 among YouthStream Media
Networks, Inc., a Delaware corporation (the "Company"), Benjamin Bassi
("Bassi"), William Townsend, Mark Palmer, Harlan D. Peltz, individually
("Peltz"), and Harlan D. Peltz, as voting trustee (the "Trustee") under a voting
trust agreement dated February 28, 2000, is amended by deleting section 3.2(c)
and substituting the following:

               "(c) None of the Stockholders, other than Bassi or Peltz
          (individually), any make any transfer of Shares pursuant to section
          3.2(a) or (b) unless (i) the number of Shares that would be
          transferred, when aggregated with the number of Shares previously
          transferred by that Stockholder and all persons to whom he has
          transferred shares pursuant to sections 3.2(a) and clauses (i) and
          (ii) of 3.2(b) during the six-month period ending on the date of the
          proposed transfer, does not exceed 10% of the number of Shares
          beneficially owned by that Stockholder on February 28, 2000, as set
          forth in the second paragraph of this agreement, and (ii) at least 15
          days prior to the transfer, the transferor shall have given notice to
          Peltz and Bassi of the Proposed transfer. This provision shall not
          apply to Bassi or Peltz, who shall be bound by the restrictions in
          section 3.2(d).

               "(d) Until January 31, 2002, no transfer of Shares may be made by
          Bassi or Peltz (individually), pursuant to section 3.2(a) or clause
          (i) or (ii) of section 3.2(b) unless (i) the number of Shares that
          would be transferred, when aggregated with the number of Shares
          previously transferred by him and all persons to whom he has
          transferred shares pursuant to sections 3.2(a) and clauses (i) and
          (ii) of section 3.2(b) during the six-month period ending on the date
          of the proposed transfer, does not exceed 5% of the number of Shares
          beneficially owned by him on February 28, 2000, as set forth in the
          second paragraph of this agreement, and (ii) at least 15 days prior to
          the transfer, the transferor shall have given notice to the other of
          them of the proposed transfer. After January 31, 2002, the restriction
          on transfer of Shares under this provision shall cease to apply.


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               (e) Notwithstanding anything to the contrary in this agreement,
          no transfer of Shares may be made by any Stockholder pursuant to
          section 3.2(a) or clause (i) or (ii) of section 3.2(b) unless, prior
          to the transfer, the transferor shall have provided the Company with
          an opinion of counsel, in form and substance reasonably satisfactory
          to the Company, that an exemption from registration under the 1933 Act
          applies to the transfer."


YOUTHSTREAM MEDIA NETWORKS, INC.


By: /s/ JAMES LUCCHESI
-------------------------------------
Name:  JAMES LUCCHESI
Title: CEO


/s/ HARLAN D. PELTZ
-------------------------------------
Harlan D. Peltz


/s/ BENJAMIN BASSI
-------------------------------------
Benjamin Bassi