AMENDMENT TO EMPLOYMENT AGREEMENT

                    Effective as of February 15, 2001, this Agreement
amends the provisions of the EMPLOYMENT AGREEMENT, between RARE MEDIUM
GROUP, INC. ("RMGI"), a Delaware corporation, and/or its principal
subsidiary, Rare Medium, Inc. (together with RMGI, the "Company") and
Robert Lewis (the "Employee").

                    Whereas, the Company desires to induce the Employee to
continue his Employment with the Company and the Employee desires to accept
such inducement. Therefore, the Company and the Employee hereby agree to
amend the Employee's Employment Agreement with the Company (the "Employment
Agreement") to add the following terms:

A. Consequences of Termination of Employment For Cause and Not For Cause.
The Company may discharge the Employee and thereby terminate his employment
under the Employment Agreement for the following reasons ("For Cause"): (i)
habitual intoxication which materially affects the Employee's performance;
(ii) drug addiction; (iii) conviction of a felony materially adversely
affecting the Company or the Employee's ability to perform his duties
hereunder; (iv) adjudication as an incompetent; or (v) misappropriation of
corporate funds. In the event that the Company shall discharge the Employee
For Cause, the Company shall not have any further obligations or liability
under this Agreement.

                    In addition, in the event that the Company shall
discharge the Employee other than For Cause, or require the Employee to
move outside the New York metropolitan area, then Employee shall receive a
lump sum payment from the Company which shall be equal to one year of
Employee's then current salary, and in no case less than the Employee's
salary as of the execution of this Agreement. The Company will then have no
further obligations or liability under the Employment Agreement. Following
such a termination, Employee shall have the right to exercise all vested
stock options through the Option Expiration Date set forth in the
Employee's stock option agreement or stock option certificate.

B. Change of Control. At any time ninety days following a "Change in
Control" of RMGI as defined below, Employee shall have the right to
terminate the Employment Agreement. Upon Employee's election to terminate
pursuant to this provision, Employee shall receive a lump sum payment from
RMGI or its successor which shall be equal to one year of Employee's then
current salary, and in no case less than the Employee's salary as of the
execution of this Agreement. Employee shall have the right to exercise all
vested stock options through the Option Expiration Date set forth in the
Employee's stock option agreement or stock option certificate. For purposes
of this Agreement, a "Change of Control" shall occur upon: (i) RMGI
stockholder approval of any merger or consolidation involving RMGI; or (ii)
upon any sale of all or substantially all of RMGI's assets; or (iii) any
other transaction or series of related transactions as a result of which a
single person or several persons acting in concert own a majority of RMGI's
then outstanding stock.

                    To the extent the terms of this Amendment conflict with
any other agreement between the Company and the Employee, the terms of this
Amendment shall govern.



                    IN WITNESS WHEREOF, this Agreement has been executed by
the parties.

                                     RARE MEDIUM GROUP, INC.

                                     /s/Glenn S. Meyers
                                        _______________________________
                                        Name:  Glenn S. Meyers
                                        Title:    Chairman and CEO


                                      /s/Robert C. Lewis
                                         _______________________________
                                         Name:  Robert C. Lewis