WITNESSETH:

                                                                 EXHIBIT 10.3(B)

                   SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

            This Amendment to Employment Agreement (this "Amendment") is made as
of the 20th day of April, 1998 by and between XXXXXXX LEISURE LIMITED, a Bahamas
international  business  company (the  "Company"),  and Xxxxxxx  Xxxxxxx Xxxxxxx
("Employee").

                                   WITNESSETH:

            WHEREAS,  the  Company  and  Employee  entered  into  an  Employment
Agreement  dated October 21, 1996, as amended by amendment  dated March 25, 1997
(the "Employment Agreement"); and

            WHEREAS,  the Company and  Employee  desire to amend the  Employment
Agreement as provided below.

            NOW,  THEREFORE,   in  consideration  of  the  premises  and  mutual
agreements hereinafter contained, the parties hereto agree as follows:

            1.    COMPENSATION.

                  Section 3(a)(i) of the Employment  Agreement is hereby amended
so that, as amended, it shall read as follows:

                  a. SALARY,  ETC.  Commencing as of January 1, 1998,  except as
            otherwise  expressly  provided herein, the Company (or any Affiliate
            thereof) shall pay to Employee  during the term hereof  compensation
            as described in this Section 3(a),  all of which shall be subject to
            such deductions as may be required by applicable law or regulation.

                        (i) BASE  SALARY.  A base  salary at the rate of (A) One
            Hundred  Forty  Seven  Thousand  Dollars  [(U.S.)  $147,000.00]  for
            calendar  year  ("Year") 1998 and (B) no less than One Hundred Forty
            Seven Thousand Dollars [(U.S.) $147,000.00] for each Year thereafter
            during  the  term  of  this  Agreement,  subject  to  review  by the
            Compensation  Committee  of the Board of  Directors  of the Company,
            payable in bi-weekly installments (the "Base Salary").


            2.    EFFECTIVE  DATE.  The  effective  date of the  amendments to
the Employment Agreement contained in this Amendment shall be January 1, 1998.

            3.    NO OTHER  AMENDMENT.  Except as set forth in this Amendment,
all  provisions  of the  Employment  Agreement  shall remain in full force and
effect.

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

                                        XXXXXXX LEISURE LIMITED



/S/ XXXXXXX XXXXXXX XXXXXXX             By: /S/ XXXXXXX X. XXXXXXX
-----------------------------------        -------------------------------------
Xxxxxxx Xxxxxxx Xxxxxxx                 Xxxxxxx  X. Xxxxxxx,
                                        Chief Operating Officer and
                                        Chief Financial Officer