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Employment Agreement [Amendment] - First Virtual Holdings Inc. and Keith Kendrick

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Employment Contract. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
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Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                                  [LETTERHEAD]




November 18, 1997


BY HAND
Keith Kendrick

This letter serves as an amendment to your employment agreement with First
Virtual Holdings, Incorporated, dated April 16th, 1997 as follows:

1.    APPOINTMENT AS PRESIDENT:

Keith Kendrick is elected to the position of President of the Company reporting
directly to the Chairman and CEO.

2.    OPTION GRANT:

      Keith Kendrick is granted an additional option to purchase 100,000 shares
      of the Company's Common Stock, with a price per share of Common Stock at a
      price equal to the fair market value of the Company's Common Stock as of
      October 10th, 1997 ("Options). The shares subject to this Option will vest
      and become exercisable to the extent of 25% of the shares subject to the
      Option on the first anniversary of the vesting commencement date, and an
      additional 1/48th of the shares subject to the Option at the end of each
      one-month period thereafter provided in each case that you remains an
      employee or consultant of the Company. Further, as a condition to this
      Option grant you will execute an Incentive Stock Option Agreement, in the
      standard form previously approved by the Board.

3.    1998 BONUS:

      The Company agrees to pay you a bonus on January 15th, 1998 of $83,000,
      provided you are still an employee of the Company on January 15th, 1998.

No other provision of your employment agreement is hereby changed.


Sincerely,



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


Accepted:


/s/  KEITH KENDRICK
----------------------------------
Keith Kendrick