WITNESSETH:

   1

                          SECOND AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT

       This Second Amended and Restated Executive Employment Agreement (the
"Amendment") is made and entered into as of this 1st day of November, 1997 by
and among Xxxx Electronics Corp. ("Xxxx") and Xxxx Electronics Group, Inc.
("Group"); (both Xxxx and Group, collectively called "Employer"), and Xxxxxxx
X. Xxxxxx ("Employee") and amends that certain Amended and Restated Executive
Employment Agreement entered into as of February 1, 1996 (the "Agreement").

                                   WITNESSETH:

       WHEREAS, the Agreement was for a period of five (5) years and would
terminate on the 28th day of February, 2001; and,

       WHEREAS, the parties wish to extend the term of this Agreement in
accordance with the terms and conditions hereof.

       NOW, THEREFORE, Employee and Employer, in consideration of the
agreement, covenants and conditions herein, agree as follows:

       A.     That Section 1(a) of the Agreement is hereby amended so as to
read as follows:

       (a)    Employer hereby agrees to employ Employee (hereinafter referred
       to as the "Employment") as President and Chief Operating Officer of Xxxx
       and President and Chief Operating Officer of Group (the "Position"), and
       Employee agrees to be employed by Employer in such Position for an
       initial period of five (5) years ending on the 30th day of October, 2002
       (the "Termination Date"), unless terminated earlier as provided herein
       (the "Employment Period"). In the event that a termination has not
       occurred prior to the Termination Date, unless either party shall have
       given written notice to the contrary, at least 30 days prior to the end
       of the Employment Period or any extension thereof, the Employment Period
       shall automatically renew for successive one (1) year periods until
       terminated as provided here or elsewhere hereinbelow.

       B.     The parties agree that all other terms and conditions of the
Agreement remain in full force and effect except as otherwise provided in this
Amendment.

       IN WITNESS WHEREOF, the parties have hereunto executed this Amendment to
the Employment Agreement as of the date first above written.

EMPLOYER:                                      EMPLOYEE:

XXXX ELECTRONICS CORP.
XXXX ELECTRONICS GROUP, INC.



By:
   -----------------------------------------   ---------------------------------
   Xxxxx X. Xxxxxxxx, Senior Vice President    Xxxxxxx X. Xxxxxx
   on behalf of both of the above companies