WITNESSETH:

                                                               EXHIBIT 10(c)(2)

                              FIRST AMENDMENT TO
                            SEVERANCE PAY AGREEMENT

  This First Amendment to Severance Pay Agreement is made and entered into as
of the 1st day of November, 1998, by and between IMPERIAL XXXXX CORPORATION, a
Texas corporation, (the "Company") and ____________ ("Employee"), an employee of
the Company;

                                  WITNESSETH:

  WHEREAS, the parties entered into a Severance Pay Agreement (the
"Agreement") effective as of July 26, 1990 in order to provide a severance
benefit to Employee in the event of Employee's involuntary termination after a
Change in Control (as defined in the Agreement) of the Company; and

  WHEREAS, Section 12 of the Agreement provides that the Agreement may be
modified only by a written instrument executed by both parties to the
Agreement; and

  WHEREAS, the parties now desire to amend the Agreement;

  NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereto amend the Agreement as follows:

  Section 4 of the Agreement is hereby amended in its entirety to read as
follows:

    4. Parachute Payments. The Company and Employee understand and agree that
  the severance pay benefits under this Agreement may constitute "parachute
  payments" under Section 280G or any successor provision of the Internal
  Revenue Code of 1986, as amended (the "Code"). Notwithstanding any other
  provision of this Agreement to the contrary, the aggregate "present value"
  of all "parachute payments" payable to or for the benefit of Employee,
  whether payable pursuant to this Agreement or otherwise, shall not be
  limited to three times the Employee's "base amount" in order to avoid
  excise taxes to the Participant under Section 4999 or any successor
  provision of the Code or the disallowance of a deduction to the Company
  pursuant to Section 280G or any successor provision of the Code. Any
  "parachute payment" made to Employee under this Agreement may be considered
  an "excess parachute payment". For purposes of this Section 4, the terms
  "present value", "parachute payment", "base amount", and "excess parachute
  payment" shall have the meanings assigned thereto under Section 280G or any
  successor provision of the Code.

  Except as amended hereby, the terms and provisions of the Agreement shall
continue in full force and effect.

  IN WITNESS WHEREOF, the Company has caused this First Amendment to Severance
Pay Agreement to be executed by its duly authorized officer, and Employee has
executed this First Amendment, to be effective as of the date first above
written.

                                          Imperial Xxxxx Corporation

ATTEST:

By: _________________________________     By : ________________________________
Name: Xxx X. Xxxxxx, Xx.                               Xxxxx X. Xxxxxxx
Title: Corp. Secretary                          President and Chief Executive
                                                            Officer


                                          _____________________________________
                                          Signature