AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

 
                                                                    EXHIBIT 10.5

                                AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT


     This Amendment No. 1 to Employment Agreement is made as of the 1st day of
January 1997, by and between Xxxxxxx Enterprises, Inc., a Louisiana corporation
(the "Company"), and Xxxxx X. Xxxxxxx (the "Employee").

                              W I T N E S S E T H:

     WHEREAS, the Company promoted the Employee to the position of Senior Vice
President effective January 1, 1997;

     WHEREAS, the Company has entered into an Employment Agreement (the
"Employment Agreement") with the Employee dated as of January 1, 1997; and

     WHEREAS, the Employment Agreement inadvertently and incorrectly described
Employee an Executive Vice President of the Company.

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

     Article I Section 1 of the Employment Agreement is hereby amended to read
in its entirety as follows:

          1.  CAPACITY AND DUTIES OF EMPLOYEE.  The Employee is employed by the
     Company to render services on behalf of the Company as Senior Vice
     President. As the Senior Vice President, the Employee shall perform such
     duties as are assigned to the individual holding such title by the
     Company's Bylaws and such other duties, consistent with the Employee's job
     title, as may be prescribed from time to time by the Board of Directors of
     the Company (the "Board") and/or the Company's Chief Executive Officer.

     Article III, Section 4, Paragraph (a), subparagraphs (i) and (ii) are
hereby amended to read in their entirety as follows:

               (i) the assignment by the Board to the Employee of any duties or
     responsibilities that are inconsistent with the Employee's status, title
     and position as Senior Vice President;

               (ii) any removal of the Employee from, or any failure to
     reappoint or reelect the Employee to, the position of Senior Vice President
     of the 

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     Company, except in connection with a termination of Employee's status as an
     employee as permitted by this Agreement;

     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/ Xxxxx X. Xxxxxxx
                                    --------------------
                                    Xxxxx X. Xxxxxxx

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