AMENDMENT NO. 2 TO CHANGE OF CONTROL AGREEMENT

                              AMENDMENT NO. 2
                                    TO
                        CHANGE OF CONTROL AGREEMENT

     This  Amendment No. 2 to Change of Control Agreement is made as of the
25th  day of July, 2000,  by  and  between  Xxxxxxx  Enterprises,  Inc.,  a
Louisiana   corporation   (the   "Company"),   and  Xxxxxxx  X.  Xxxx  (the
"Employee").

                           W I T N E S S E T H:

     WHEREAS, the Company has entered into a Change  of  Control  Agreement
with the Employee dated as of December 5, 1995, as amended by Amendment No.
1  to  Change of Control Agreement dated November 1, 1998 (as amended,  the
"Change of Control Agreement");

     WHEREAS,  the  Employee has agreed to serve as the Company's President
and Chief Executive Officer; and

     WHEREAS, the Company  and  the Employee have agreed to a change in the
Employee's bonus, as set forth herein.

     NOW THEREFORE, the Company and the Employee agree as follows:

     SECTION 1.  Except as expressly  amended  herein, all of the terms and
provisions of the Change of Control Agreement shall  remain  in  full force
and effect.

     SECTION  2.  Article I, Section 1.1 of the Change of Control Agreement
is hereby amended to read in its entirety as follows:

          1.1  EMPLOYMENT   AGREEMENT.   After  a  Change  of  Control
     (defined  below),  this  Agreement   supersedes   the  Employment
     Agreement dated as of August 1, 1995, as amended by Amendment No.
     1 dated as of October 31, 1998 and Amendment No. 2  dated  as  of
     July 25,  2000, between Employee and the Company (as amended, the
     "Employment   Agreement")  except  to  the  extent  that  certain
     provisions of the Employment Agreement are expressly incorporated
     by reference herein.   After a Change of Control (defined below),
     the definitions in this  Agreement  supersede  definitions in the
     Employment Agreement, but capitalized terms not  defined  in this
     Agreement  have  the  meanings  given  to  them in the Employment
     Agreement.

     SECTION  3.   Article  III,  Section  3.2  of the  Change  of  Control
Agreement is hereby amended to read in its entirety as follows:


          3.2 NOTICES.  All notices hereunder must  be in writing and shall
     be  deemed  to  have  given  upon receipt of delivery  by:   (a)  hand
     (against  a  receipt therefor),  (b)  certified  or  registered  mail,
     postage prepaid, return receipt requested, (c) a nationally recognized
     overnight courier service (against a receipt therefor) or (d) telecopy
     transmission with  confirmation  of receipt.  All such notices must be
     addressed as follows:

          If to the Company, to:

          Xxxxxxx Enterprises, Inc.
          000 Xxxxxxxx Xxxxxxxx Xxxxxxxxx
          Xxxxxxxx, Xxxxxxxxx  00000
          Attn:  Chairman of the Board

          If to the Employee, to:

          Xxxxxxx X. Xxxx
          000 Xxxxxxxx Xxxxx
          Xxxxxxxx, Xxxxxxxxx  00000

     or such other address as to which  any  party hereto may have notified
the other in writing.

     IN WITNESS WHEREOF, the parties hereto have  caused  this Amendment to
be duly executed and signed as of the date indicated above.

                                   XXXXXXX ENTERPRISES, INC.


                                   By: /S/ XXXXX X. XXXXXXXXX
                                      ----------------------------
                                        Xxxxx X. XxXxxxxxx
                                        Compensation Committee Chairman

                                   EMPLOYEE:


                                       /S/ WILLLIAM X. XXXX
                                      ----------------------------
                                           Xxxxxxx X. Xxxx