AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

AMENDMENT NO. 2 TO

EMPLOYMENT AGREEMENT

This Amendment No. 2 to Employment Agreement (this “Second Amendment”), by and between Xxxxxx Industries, Inc., a Delaware corporation (the “Company”), and Xxxxxxx X. Xxxxx, Xx. (“Executive”) is hereby entered into effective as of March 1, 2004.

W I T N E S S E T H:

WHEREAS, the Company and Executive have entered into that certain Employment Agreement, dated as of August 13, 2001, as amended by Amendment No. 1 thereto effective as of September 15, 2003 (as amended, the “Employment Agreement”); and

WHEREAS, the Company and Executive desire to further amend the Employment Agreement as set forth herein;

NOW, THEREFORE, for and in consideration of the continued employment of Executive by the Company and the payment of salary and other compensation to Executive by the Company, the parties hereto agree as follows:

Section 1. Except as expressly amended hereby, all of the terms and provisions of the Employment Agreement shall remain in full force and effect. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning given to them in the Employment Agreement.

Section 2. Except with respect to options granted under the Xxxxxx Industries, Inc. 1998 Stock Plan, “Change in Control” shall have the same meaning as “Change of Control” as defined in the Xxxxxx Industries, Inc. 2002 Stock Plan.

Section 3. Executive acknowledges that subsequent to the execution of the Employment Agreement, Louisiana Revised Statutes 23:921 was amended to overrule the decision of the Louisiana Supreme Court in SWAT 24 Shreveport Bossier, Inc. x. Xxxx and related cases to provide that a person who becomes employed by a competing business may be deemed to be “carrying on or engaged in” that business regardless of whether that person is an owner or equity interest holder of that business. It is the intent of Executive and the Company that if Executive becomes employed by a competing business, he shall be considered to be carrying on or engaged in that business for purposes of this Agreement and that the noncompetition provisions of this Agreement be enforced to the fullest extent permitted under such statute as so amended.

Section 4. Pursuant to the provisions of Section 4 of the Employment Agreement, the Company and Executive hereby mutually agree to extend the term of the Employment Agreement to December 31, 2005, such extended term to constitute an “Extended Term” as defined in the Employment Agreement, as amended hereby.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and signed as of the date indicated above.

XXXXXX INDUSTRIES, INC.
By:		/s/    XXXXXXX X. XXXXXX
		Xxxxxxx X. Xxxxxx Chairman, Compensation Committee of the Board of Directors of Xxxxxx Industries, Inc.
EXECUTIVE
		/s/    XXXXXXX X. XXXXX, XX.
		Xxxxxxx X. Xxxxx, Xx.