SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

                                SECOND AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT


     SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), made as of this
11th day of September 1997 and effective as of July 1, 1997, by and between Xxxx
Xxxxxxx  Auctions,  Inc., a New York corporation  having its principal office at
000 Xxxxxxx Xxxxxx,  Xxxx Xxxxxxxx,  Xxx Xxxxxx 00000 (the "Company"),  and Xxxx
Xxxxxxx,  an individual  residing at 0 Xxxxxx'x Xxxx Xxxx, Xxx Xxxxx, Xxx Xxxxxx
00000 (the "Executive").

     WHEREAS, the Company and the Executive entered into an Employment
Agreement  dated as of May 14, 1993, as amended by an amendment  effective as of
June 30, 1995 (the "Agreement"); and

     WHEREAS,  the Company and the  Executive  desire to amend the  Agreement in
certain respects;

     NOW,  THEREFORE,  in consideration  of the mutual promises  hereinafter set
forth, the receipt and sufficiency of which is hereby acknowledged,  the parties
hereto, desiring to be legally bound, hereby agree as follows:

     1. Paragraph 1 of the Agreement is hereby amended to extend the term of the
Agreement to June 30, 1999  (subject to earlier  termination  as provided in the
Agreement).

     2.  Paragraph  3(a) of the Agreement is hereby  amended to delete the first
sentence thereof and insert in lieu thereof the following:

     (a) For the full, prompt and faithful  performance of all of his duties and
services hereunder, the Company shall pay the Executive an annual base salary of
$210,000 per year for the period of his employment hereunder.

     3. All capitalized  terms used herein and not otherwise  defined shall have
their respective meanings as set forth in the Agreement.

     4. This Amendment shall be effective for all purposes as of July 1,
1997.  Except as hereby  amended,  all the terms and conditions of the Agreement
shall remain in full force and effect.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the date first above written.

                           XXXX XXXXXXX AUCTIONS, INC.



                                                 

                              By:  Xxxxxxx X. Xxxxx, Xx., Chief Operating
                                   Officer and Executive Vice President



                                   Xxxx Xxxxxxx