WITNESSETH:

                                                                Exhibit (10)(n)

                  FIRST AMENDMENT TO RESTRICTED STOCK AGREEMENT


         This Agreement is entered into this 9th day of October, 1996 by and
between XXXXXXXX XXXXX, INC. (the "Company") and XXXX X. XXXXXX (the
"Executive").

                                   WITNESSETH:

         WHEREAS, pursuant to the Xxxxxxxx Xxxxx, Inc. 1989 Restricted Stock
Plan (the "Plan"), the Company and the Executive entered into a restricted stock
agreement, dated February 12, 1996 (the "Original Agreement"), under the terms
of which the Company granted the Executive 20,000 shares of Company common
stock, par value $.02 per share, subject to certain restrictions; and

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company has the authority under the terms of the Original Agreement to
administer the Original Agreement; and

         WHEREAS, the Compensation Committee approved an amendment to the
Original Agreement modifying the dates upon which the restricted stock awarded
thereunder shall vest, as described more fully herein.

         NOW, THEREFORE, the Company and the Executive hereby agree to amend the
Original Agreement as follows:

                  1. Section 3 of the Original Agreement is hereby deleted in
its entirety and the following section is substituted in its place:

                           3. Vesting of Restricted Stock. Subject to the
                           Executive's continuous employment with the Company or
                           a Subsidiary from and after the date of this
                           Agreement, the Executive shall become vested in 4,000
                           shares of restricted stock on each of October 9,
                           1996, October 1, 1997, October 1, 1998, October 1,
                           1999 and October 1, 2000 (each such date a "Vesting
                           Date").

                  2. Except as otherwise set forth herein, the Original
Agreement remains unmodified and in full force and effect.







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

                                      XXXXXXXX XXXXX, INC.

                                      By:  /s/ Xxxxxxxx X. Xxxxxxxx
                                         -------------------------------------
                                        Name:  Xxxxxxxx X. Xxxxxxxx
                                              --------------------------------
                                        Title:  Vice President/Chief Financial
                                              --------------------------------
                                                Officer and Treasurer



                                             /s/ Xxxx X. Xxxxxx
                                            -------------------
                                               Xxxx X. Xxxxxx