FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT DATED MARCH 25, 1993 Reference is made to the Executive Employment Agreement dated as of March 25, 1993, as amended on March 31, 1995, March 31, 1996 and March 31, 1997 (the "Agreement") by and between J....

                                                            EXHIBIT 10.01

                                FOURTH AMENDMENT
                             TO EMPLOYMENT AGREEMENT
                              DATED MARCH 25, 1993


     Reference is made to the Executive  Employment  Agreement dated as of March
25, 1993,  as amended on March 31, 1995,  March 31, 1996 and March 31, 1997 (the
"Agreement")  by and between X. Xxxxx,  Inc.  and Xxxxxxx X. Xxxxx.  Pursuant to
paragraph 19 of the Agreement  and in order to further amend certain  provisions
of the Agreement, the Agreement is hereby amended as follows:

         1. Paragraph 3(a) of the Agreement  entitled  "Compensation"  is hereby
amended  by  deleting  the  figure  "$255,150"  in the third  line  thereof  and
inserting in its place the figure "$229,640".

         2.  Paragraph 6 of the  Agreement  is hereby  amended by  deleting  the
phrase  "ending on April 1, 1998" in the fifth line thereof and inserting in its
place the phrase "ending on April 1, 1999".

         3. All other terms of the Agreement shall remain unchanged and continue
in full force and effect.



X. XXXXX, INC.




By: /s/ Xxxx X. Xxxxxxxxx                                     March 31, 1998
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Xxxx X. Xxxxxxxxx                                             Date
President and
Chief Executive Officer



/s/ Xxxxxxx X. Xxxxx                                          March 31, 1998
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Xxxxxxx X. Xxxxx                                              Date