AMENDMENT NUMBER TWO TO EMPLOYMENT AND CONSULTING AGREEMENT

                              AMENDMENT NUMBER TWO
                                       TO
                       EMPLOYMENT AND CONSULTING AGREEMENT

     This Amendment Number Two to Employment and Consulting Agreement is entered
into as of this 19th day of  November,  1999  between Xxx Xxxx  Corporation,  an
Arizona corporation (the "Company") and Xxxxxx 1. Dion ("Employee").

                                    RECITALS

     The Company and Employee have  previously  entered into an  Employment  and
Consulting  Agreement dated as of July 10, 1996 which  Employment and Consulting
Agreement was amended by an Amendment  Number One to Employment  and  Consulting
Agreement dated March 9, 1999.

     The Company and Employee now desire by this Amendment Number Two to further
amend the Employment and Consulting Agreement as set forth below:

     NOW  THEREFORE,   Company  and  Employee  agree  that  the  Employment  and
Consulting Agreement is amended as follows:

     1.   Pursuant to Paragraph 4(b) of the Employment and Consulting Agreement,
          Employee is a Beneficiary under Company's  Deferred  Compensation Plan
          (the  "Plan").  Under  the terms of the  Plan,  Employee  will have an
          accrued benefit as of November 30, 1999 of $1,432,209. Employee hereby
          agrees to forfeit and -forego  one-half (1/2) of this benefit,  or the
          sum of $716,105, effective immediately, and in consideration therefor,
          the Company  agrees to pay the maximum sum of  $1,715,277  in five (5)
          equal annual  payments,  in accordance  with the terms of that certain
          Split-Dollar  Agreement  between Company and the Dion 1999 Irrevocable
          Trust went (the "Trust") of even date herewith, in the form of Exhibit
          "W' attached hereto and incorporated herein by reference, with respect
          to the purchase of life insurance by the Trust on Employee's life.

     2.   Except as amended by this  Amendment  Number Two, the  Employment  and
          Consulting Agreement shall remain in full force and effect.

     IN WITNESS  WHEREOF,  this  Amendment  Number Two has been  executed by the
parties as of the date first above written.

XXX XXXX CORPORATION

By: /s/ Xxxxxxxxx X. Xxxxx              /s/ Xxxxxx X. Xxxx
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Its Sr. Vice President                  Xxxxxx X. Xxxx