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                                                                   EXHIBIT 10.05

                     AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

                  AMENDMENT, dated as of May 14, 1998, by and between Office
Centre Corporation, a Delaware corporation ("OCC"), and Xxxxxx X. Xxxxxx, Xx.
(the "Executive").

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                  WHEREAS, OCC and the Executive are parties to that certain
employment agreement, dated as of May 1, 1997, as subsequently amended and
reformed (the "Original Agreement"); and

                  WHEREAS, the parties desire to amend the Original Agreement in
accordance with the terms set forth herein.

                  NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:

                  1. SECTION 5(a). The first sentence in Section 5(a) to the
Original Agreement is hereby deleted in its entirety and replaced with the
following:

                           "Unless the Executive's employment under this
                  Agreement is otherwise terminated, the term of this Agreement
                  shall commence on May 1, 1997 and shall expire on the date
                  which is three years from the date of the IPO."

                  2. The Company hereby grants the Executive ten-year options to
purchase 50,000 shares of Common Stock of the Company (after giving effect to
any reverse stock split of the Company's shares). Such options shall vest
ratably over a three year period and shall be exercisable at the IPO price per
share.

                  3. Upon execution of this Amendment the Executive shall be
entitled to receive a bonus from the Company in the amount of $250,000.

                  4. The Original Agreement, as hereby amended, shall remain in
full force and effect.

                  5. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.


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                  IN WITNESS WHEREOF, the parties have executed and delivered
this instrument as of the date and year first above written.

                                     OFFICE CENTRE CORPORATION


                                     By: /s/Xxxxxx X. Xxxxxx
                                        -------------------------
                                      Name:  Xxxxxx X. Xxxxxx
                                      Title:

                                     /s/X.X. Xxxxxx, Xx.
                                     -------------------------
                                     Xxxxxx X. Xxxxxx, Xx.