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Employment and Non Competition Agreement [Amendment] - Internet Pictures Corp. and Jeffrey D. Peters

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"Amendment"), dated as of September __, 2000, between Internet Pictures
Corporation, a Delaware corporation (a successor to Interactive Pictures
Corporation)(the "Company"), and Jeffrey D. Peters, ("Employee"), amends the
Employment and Non Competition Agreement, dated as of August 17, 1998, between
the Company and the Employee (the "Agreement").

          IN CONSIDERATION of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties agree as follows:

         1.       Employment. Section 1 of the Agreement shall be amended to
delete the words "President and Chief Operating Officer" and replacing them with
the words "advisor".

         2.       Term. Section 2 of the Agreement is amended to provide that
the Agreement will terminate on December 31, 2000 (the "Termination Date").

         3.       Compensation. The Company agrees that it will not decrease the
Employee's current amount of compensation from the date hereof until the
Termination Date.

         4.       Covenant not to compete. Section 7(ii) of the Agreement is
deleted in its entirety and replaced with the following new Section 7 (ii):

                  (ii) Nature and Area of Competition. Employee shall not,
         directly or indirectly, enter into or participate (whether as owner,
         partner, shareholder, officer, director, salesman, consultant,
         employee, principal or in any other relationship or capacity) in any
         business operating or providing services in the United States or any
         foreign country in which the Company does business which is competitive
         with the business of the Company ("Competitive Business").

         5.       Consulting Agreement. Effective January 1, 2001, Employee will
provide consulting services to the Company for a period through December 31,
2001 pursuant to terms and conditions to be agreed to by the parties prior to
December 31, 2000.

         6.       Miscellaneous. Except as expressly amended hereby, the
Agreement is, and shall remain, in full force and effect and each and every term
and condition thereof is hereby confirmed, continued and ratified. All terms
defined in the Agreement, except as otherwise defined herein, shall have the
same meanings where used herein. This Amendment may not be altered, amended or
modified in any way except by a writing signed by both parties. This Amendment
may be executed by exchange of signature pages by facsimile and/or in any number
of counterparts, each of which shall be an original as against the party whose
signature appears thereon and all of which together shall constitute one and the
same instrument.

<PAGE>   2

          IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.


Name:  James M. Phillips
Title: Chairman and Chief Executive Officer