WITNESSETH: -----------

                                                                Exhibit 10(i)(i)
                                                                ----------------

                   SIXTH AMENDMENT TO STOCKHOLDERS' AGREEMENT
                   ------------------------------------------

         THIS SIXTH AMENDMENT TO STOCKHOLDERS' AGREEMENT is entered into this
12th day of December, 2000, by and between XXXXXXX X. XXXXX ("Xxxxx") and
XXXXXXXX XXXXX, INC., a Delaware corporation (the "Company").

                                   WITNESSETH:
                                   -----------

         WHEREAS, Xxxxx and the Company are parties to a Stockholders'
Agreement, dated April 30, 1991, as amended, pursuant to the current terms of
which the Company is required to purchase, upon the death of Xxxxx, such number
of shares of Company common stock beneficially owned by him as equals $5,000,000
(the "1991 Stockholders' Agreement); and

         WHEREAS, the Company has recently entered into amendments to certain
loan agreements which limit the amount of Company common stock which it can
purchase upon the death of Xxxxx; and

         WHEREAS, given the limitations imposed by such amended loan agreements,
Xxxxx and the Company desire to amend the 1991 Stockholders' Agreement as more
fully set forth below.

         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, the parties hereto agree as
follows:

         1. The first sentence of Section 1 of the 1991 Stockholders' Agreement
is hereby deleted in its entirety and the following sentence is inserted in its
place:

                           Upon the death of Xxxxx, Xxxxxxxx agrees to purchase
         from his estate (the "Estate"), such number of shares of Common Stock
         owned by Xxxxx as of the date of his death (the "Deceased Stockholder's
         Common Shares") having an aggregate purchase price determined in
         accordance with paragraph 2 hereof equal to $2,900,000.

         2. Except as otherwise expressly set forth above, the 1991
Stockholders' Agreement remains unmodified and in full force and effect.

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



                      [SIGNATURES APPEAR ON FOLLOWING PAGE]





XXXXXXXX XXXXX, INC.

By: /s/ Xxxx X. Xxxxxx                      /s/ Xxxxxxx X. Xxxxx
    ------------------                      --------------------
Name:  Xxxx X. Xxxxxx                       Xxxxxxx X. Xxxxx
Title:  President/Chief Executive Officer











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