Exhibit 10.6 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT, dated as of the 21st day of July, 1998, by and between BUCKHEAD AMERICA CORPORATION ("Company"), a Delaware corporation, and Robert B. Lee ("Executive"). W I T N E S S E T H:...

                                                                    Exhibit 10.6

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS  AMENDMENT,  dated as of the 21st day of July,  1998,  by and  between
BUCKHEAD AMERICA CORPORATION ("Company"), a Delaware corporation,  and Xxxxxx X.
Xxx ("Executive").

                              W I T N E S S E T H:


     WHEREAS,  Company  and  Executive  entered  into  that  certain  Employment
Agreement dated July 1, 1993 ("Agreement"  providing for employment of Executive
by the Company; and

     WHEREAS,  Company and Executive desire to enter into this Amendment for the
purpose of evidencing  their mutual  understanding  and agreement  regarding the
extension of the term of Executive's employment by the Company and certain other
matters relating to such employment as set forth herein below.

     NOW,  THEREFORE,  for  and in  consideration  of the  mutual  premises  and
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, Company and Executive,
intending to be legally bound, agree as follows:

     1.   Defined  Terms.  All terms used  herein and  denoted by their  initial
          capitalization  shall have the meanings set forth in the  Agreement or
          First Amendment unless set forth herein to the contrary.

     2.   Extension of  Employment  Term.  The term of  employment  described at
          Section 4 of the Agreement shall be extended to July 31, 2002.

     3.   Definition  of Base Salary.  The  definition of Base Salary only as it
          pertains  to Section  4B of The  Agreement  shall be  amended  and the
          following definition shall apply:

          "BaseSalary" - Base Salary shall be defined for the purpose of Section
          4B as the Executive's  annual salary plus the average annual bonus for
          the two years  proceeding  termination  plus the annual  cost of group
          insurance.

     4.   Continued Validity.  Except as specifically  amended by this Amendment
          as herein  above  provided,  all other  terms  and  conditions  of the
          Agreement shall remain unchanged and in full force and effect.



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     IN WITNESS  WHEREOF,  the parties  have set their  hands and affixed  their
seals to this  Amendment  to be  effective  as of the day and year  first  above
written.


COMPANY:                                EXECUTIVE:

Buckhead America Corporation



BY: /s/ Xxxxxx X. Xxxxxx                /s/ Xxxxxx X. Xxx
    --------------------------          ----------------------
    Title: Chairman                     Xxxxxx X. Xxx