1 EXHIBIT 10.4 AMENDMENT TO THE EMPLOYMENT AGREEMENT OF MICHAEL J. CUNNINGHAM

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EXHIBIT 10.4 AMENDMENT TO THE EMPLOYMENT AGREEMENT OF ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇


                                    AMENDMENT
                                    ---------

         Reference is made to the Employment Agreement dated as of December 9,
1997 by and between Compass International Services Corporation ("Compass") and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ("Employee") (the "Agreement").

         4.       The Agreement is hereby amended as so as to change Employee's
                  title from "Chief Executive Officer" to "Chairman".
                  Accordingly, all references to "Chief Executive Officer" are
                  changed to read "Chairman".

         5.       Except as amended hereby, the Agreement remains in full force
                  and effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
6th day of December, 1998.


         ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇        COMPASS INTERNATIONAL SERVICES
                                      CORPORATION


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                                          By: