AMENDMENT TO EMPLOYMENT AGREEMENT

                                    AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT

         AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated this 13th of
December, 1996, by and between TREMONT ADVISERS, INC., a Delaware corporation
having its principal executive offices at Corporate Center at Rye, 555 Xxxxxxxx
Xxxxx Avenue, Rye, New York ("Tremont"); and XXXXXX X. XXXXXX, an individual
residing in Pound Ridge, New York ("Executive").

                                   WITNESSETH:

         WHEREAS, Executive is employed by Tremont pursuant to and in accordance
with the terms and conditions contained in an employment agreement dated
September 25, 1995 (the "Employment Agreement"), by and between Tremont and
Executive; and

         WHEREAS, Executive and Tremont are each desirous of amending the
Employment Agreement in accordance with this Amendment, effective January 1,
1997.

         NOW, THEREFORE, in consideration of the promises and mutual covenants,
terms and conditions hereinafter set forth and in the Employment Agreement, the
parties hereto hereby agree as follows:

1.       Section 3(a)(i) of the Employment Agreement is hereby amended by 
deleting the following phrase: "two hundred fifty thousand dollars ($250,000)" 
and inserting in its place "three hundred sixty-two thousand dollars 
($362,000)."

2.       Section 5 shall be amended by deleting all references therein to 
"December 31, 1996" and inserting in its place "December 31, 1997."

3.       Except to the extent amended by this Amendment, the terms and 
conditions of the Employment Agreement shall remain in full force and effect. 
In the event of any conflict between the terms of the Employment Agreement and 
the Amendment, the Amendment shall control.

4.       Each party hereby represents and warrants to the other that each has 
read the foregoing provisions and that each has had a sufficient opportunity to
discuss this Amendment with anyone each party might desire prior to signing 
below. Further, in signing this Amendment, each party has not relied on or been
induced to execute this Amendment by any statements, representations, agreements
or promises, oral or written, made by the other except for those expressly
contained in this Amendment.

         IN WITNESS WHEREOF, this Amendment has been executed and delivered by
the parties hereto as of the date first above written.

WITNESS


/s/ Xxxxxxx X. Xxxxxxx                           By: /s/ Xxxxxx X. Xxxxxx
----------------------------                        ---------------------------
Xxxxxxx X. Xxxxxxx                                   Xxxxxx X. Xxxxxx
Secretary and Treasurer

ATTEST                                           TREMONT ADVISERS, INC.


/s/ Xxxxxxx X. Xxxxxxx                               /s/ Xxxxxx X. Xxxxxxxx
----------------------------                        ---------------------------
Xxxxxxx X. Xxxxxxx                                   Xxxxxx X. Xxxxxxxx
Chief Financial Officer                              Chief Operating Officer