Sample Business Contracts

Stock Option Agreement [Amendment No. 1] - ZixIt Corp. and David P. Cook

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                                 AMENDMENT NO. 1

         This Agreement is entered into as of February 18, 2000, between David
P. Cook ("Cook") and ZixIt Corporation, a Texas corporation ("ZixIt"). Reference
is made to that certain AMTC Corporation Stock Option Agreement, effective as of
April 29, 1998, between Cook and ZixIt (the "Cook Option").

1.       Amendments.  The Cook Option is amended as follows:

         o        Delete 4,254,627 from Section 1 and substitute in its place

         o        Delete 531,831 from Section 2 and substitute in its place

         o        Delete clause (d) and renumber existing clause (e) as clause
                  (d) in Section 3. Delete the second paragraph of Section 3.

         o        Amend the first sentence of Annex A of the Cook Option to read
                  as follows: "At any time prior to the seventh anniversary of
                  the date hereof, the Optionee shall be entitled to make up to
                  four demands (but not more than one per calendar year) to the
                  Company to effect the registration under the Securities Act of
                  1933, as amended (the "Securities Act"), of all or part of the
                  Shares (provided that the Shares proposed to be sold by the
                  Optionee represent, in the aggregate, more than 15% of the
                  total number of Shares)."

2.       No Other Changes. Other than as provided herein, the Cook Option shall
remain in full force and effect.

         Executed on the dates set forth below, to be effective as of the date
first set forth above.

                                                   ZIXIT CORPORATION

                                                   By: /s/ Steve M. York
                                                      Steve M. York,
                                                      Senior Vice President

                                                   Date: 2/18/00

                                                   /s/ David P. Cook
                                                   David P. Cook

                                                   Date: 2/18/00

                                                   /s/ Cheryl G. Cook
                                                   Cheryl G. Cook

                                                   Date: 2/18/00