EXHIBIT 10.12

                                 FIRST AMENDMENT

                                       TO

                              EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT (the "First Amendment") to the EMPLOYMENT
AGREEMENT (the "Agreement"), is made in New York, New York as of the 20th day of
February, 2001, between Atlantic Technology Ventures, Inc., a Delaware
corporation having its executive offices and principal place of business at 350
Fifth Avenue, Suite 5507, New York, New York (the "Company"), and Frederic P.
Zotos, an individual currently residing at 534 Third Avenue, Apartment No. 2,
New York, New York ("Executive").

         WHEREAS, the Parties hereto entered into the Agreement dated April 2,
2000;

         WHEREAS, the Parties hereto desire to amend certain aspects of the
Agreement;

         NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements
hereinafter set forth, the Company and Executive agree as follows:

         1.       As of the date hereof, Section 1 shall be amended to read in
its entirety as follows:

         The term of this Agreement shall be the three-year period commencing on
April 3, 2001 and ending on April 2, 2004 (the "Term").

         2.       As of the date hereof, Section 2(b) shall be amended to read
in its entirety as follows:

         Performance of Duties. Throughout the Term, Executive shall faithfully
and diligently perform Executive's duties in conformity with the directions of
the Company and serve the Company to the best of Executive's ability. Executive
shall devote Executive's entire working time to the business and affairs of the
Company, subject to vacations and sick leave in accordance with Company policy
and as otherwise permitted herein. Until otherwise determined by the Company,
Executive shall have the title of President and Chief Executive Officer of the
Company, and in such capacity shall be principally responsible for the
management of the Company and report to the Board of Directors of the Company.

         3.       As of the date hereof, Section 3(a) shall be amended to read
in its entirety as follows:

         Base Salary. The Company agrees to pay to Executive a base salary
("Base Salary") at the annual rate of $225,000, payable in equal installments
consistent with the Company's payroll practices.

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         IN WITNESS WHEREOF, the Company has caused this First Amendment to be
duly executed on its behalf by an officer thereunto duly authorized and
Executive has duly executed this Agreement, all as of the date and year first
written above.

                                           ATLANTIC TECHNOLOGY VENTURES, INC.

                                           By: /s/ A. Joseph Rudick
                                               --------------------------------
                                               Dr. A. Joseph Rudick
                                               CEO & Director

                                           /s/ Frederic P. Zotos
                                           ------------------------------------
                                           Frederic P. Zotos

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