WITNESSETH:

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                                                                Exhibit 10(b)(b)

                      AMENDMENT TO STOCKHOLDERS' AGREEMENT


         THIS AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this 1st day
of January, 1995, by and among Xxxxxxx X. Xxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxx
Xxxxxxx (Messrs. Hayes, Greenberg, Xxxxxxx being collectively hereinafter
referred to as the "Stockholders"), and Xxxxxxxx Xxxxx, Inc., a Delaware
Corporation (the "Company".)


                                  WITNESSETH:


         WHEREAS, the Stockholders and the Company entered into a Stockholders'
Agreement, dated June 22, 1990, pursuant to which the Company has a right of
first refusal in the event any Stockholder transfers (other than by gift) his
shares of Company common stock (the "1990 Stockholders' Agreement"); and

         WHEREAS, the Stockholders and the Company believe that it is desirable
to amend the 1990 Stockholders' Agreement in order to clarify that such
agreement applies to all shares of Company common stock beneficially owned by
any Stockholder.

         NOW, THEREFORE, in consideration of the covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and parties hereto agree as
follows:

         1.      The following paragraph is added to paragraph 2 the 199
                 Stockholders' Agreement immediately following sub-paragraph
                 2(e):

                          (f)     For purpose of this Agreement, a person shall
                          be deemed o own shares Company common stock if he
                          beneficially owns such stock within the meaning of
                          Rule 13d-3, promulgated under the Securities Exchange
                          Act of 1934, as amended.

         2.      Except as otherwise expressly set forth above, the 1990
                 Stockholders' Agreement remains unmodified and in full force
                 and effect.



                   [Signatures appear on the following page]
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         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above mentioned.




                                           STOCKHOLDERS:


                                           ___________________________________
                                            Xxxxxxx X. Xxxxx


                                           ___________________________________
                                            Xxxxxx Xxxxxxxxx


                                           ___________________________________
                                            Xxxxxxx Xxxxxxx



                                           XXXXXXXX XXXXX, INC.



                                           By:_____________________________
                                              Xxxxxxxx X. Xxxxxxxx
                                              Vice President, Chief Financial
                                              Officer and Treasurer