Exhibit 10.2

                                  Exhibit 10.2

                      ADDENDUM TO SHAREHOLDERS' AGREEMENT


Pursuant to paragraph  3(a) of the  Shareholders'  Agreement (and the references
contained  therein)  dated  February  27, 1995 by and  between Xxx  Enterprises,
Incorporated ("Xxx") and Journal Limited Partnership ("JLP") (the "Shareholders'
Agreement"),  National Bank of Commerce Trust and Savings Association, acting as
trustee on behalf of the Trust U/W of Xxxx X.  Xxxxxxxx/Xxxx  X. Xxxxxxxx  share
(the "Trustee" and the "Trust"),  a limited  partner of JLP, has notified JLP of
the  Trustee's  desire  for JLP to  distribute  to the  Trust a  7.425%  limited
partnership  interest in JLP,  which will result in 244,526 shares of Xxx Common
Stock being  distributed by JLP to the Trustee  through the  registration of the
transfer of such shares in the name of the Trustee,  subject to, inter alia, the
Trustee's execution of a counterpart of the Shareholders' Agreement.

In consideration of the receipt of Xxx Common Stock, the Trustee hereby executes
a counterpart of this Shareholders'  Agreement and agrees to be bound by all the
provisions, acknowledgements,  understandings,  representations,  warranties and
other agreements contained within the Shareholders' Agreement in accordance with
its terms as if the Trustee  were an  original  signatory  to the  Shareholders'
Agreement. The Trustee represents and warrants that the execution,  delivery and
performance of the terms,  obligations and duties of the Shareholders' Agreement
have been duly authorized by all necessary  actions of the Trustee as authorized
or directed by the agreement evidencing the Trust.

NATIONAL BANK OF COMMERCE TRUST
AND SAVINGS ASSOCIATION, Trustee
of the Trust U/W of Xxxx X.
Xxxxxxxx/Xxxx X. Xxxxxxxx Share


By:  /s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx, Vice President
and Trust Officer




                                  Exhibit 10.2

                   SECOND ADDENDUM TO SHAREHOLDERS' AGREEMENT

THIS  AGREEMENT  is entered  into this 18th day of April,  1997 by and among XXX
ENTERPRISES,  INCORPORATED,  a Delaware  corporation  ("Xxx"),  NATIONAL BANK OF
COMMERCE TRUST AND SAVINGS ASSOCIATION, as trustee on behalf of the Trust U/W of
Xxxx X.  Xxxxxxxx/Xxxx X. Xxxxxxxx Share (the "MTS Trustee" and the "MTS Trust")
and as  trustee  on behalf of the Xxxxx X.  Xxxxxxxx  Revocable  Trust (the "JCS
Trustee"  and the "JCS  Trust"),  and JOURNAL  LIMITED  PARTNERSHIP,  a Nebraska
limited   partnership   ("JLP"),   for  itself  and  as  agent  and   authorized
representative  for all  partners  of JLP not  signatories  hereto  (hereinafter
sometimes referred to as the "JLP Partners").

                              W I T N E S S E T H:

WHEREAS,  pursuant to paragraph  4(b) of the  Shareholders'  Agreement  (and the
references contained therein) originally dated February 27, 1995, as amended, by
and among Xxx, JLP and the MTS Trust (the "Shareholders'  Agreement"),  JLP, the
MTS Trustee and the JCS Trustee  have  notified  Xxx of their  desire for Xxx to
prepare,  file with the Securities and Exchange  Commission ("SEC") and cause to
become  effective  a  registration  statement  on Form  S-3  (the  "Registration
Statement")  under the Securities Act of 1933, as amended (the "Securities Act")
with  respect  to  3,293,286  shares of Xxx Common  Stock,  $2.00 par value (the
"Shares") held by the undersigned (the "Selling Stockholders").

NOW THEREFORE,  in consideration of Xxx'x filing of the Registration  Statement,
the undersigned hereby agree as follows:

   1.   Compliance with Securities Laws and Transfer  Requirements.  Each of the
        Selling  Stockholders  agrees  that the Selling  Stockholder  will fully
        comply with all requirements under the Securities Act and the Securities
        Exchange Act of 1934, as amended (the "Exchange Act"), including without
        limitation the prospectus delivery requirements under the Securities Act
        and the provisions of Rule 10b-6 of the Exchange Act, in connection with
        any  Transfer  (as  defined  below)  of  the  Shares   pursuant  to  the
        Registration Statement.

   2.   Transfers of Shares After Registration;  Amended Registration Statement.
        If Xxx notifies the Selling Stockholders that the Registration Statement
        may be required to be amended or  supplemented so that a Transfer of the
        Shares  pursuant  to  the  Registration  Statement  can be  effected  in
        compliance with the Securities Act and the Exchange Act (the "Suspension
        Notice"),  then (i) Xxx shall, as soon as reasonably  practicable  after
        the  date of  such  notice,  file  an  amendment  or  supplement  to the
        Registration  Statement to permit the Selling Stockholder to utilize the
        Registration  Statement to effect a Transfer of the Shares in compliance
        with the  Securities  Act and the  Exchange  Act,  and (ii)  until  such
        amendment  or  supplement  becomes  effective  pursuant to the rules and
        regulations  promulgated  under the Securities  Act, none of the Selling
        Stockholders  shall  effect any  Transfer of the Shares  pursuant to the
        Registration Statement. Notwithstanding the foregoing, the obligation of
        Xxx to file any amendment or supplement  to the  Registration  Statement
        shall not apply with respect to any amendment or supplement  relating to
        information  supplied  by any of the Selling  Stockholders  or any other
        person selling Shares pursuant to the Registration  Statement unless the
        Selling Stockholders or such other person shall have given prior written
        notice to Xxx that an amendment  or  supplement  is  required,  in which
        case,  (i) Xxx  shall  file  such  amendment  or  supplement  as soon as
        reasonably  practical following the date such notice is received by Xxx,
        and (ii) until such amendment or supplement  becomes effective  pursuant
        to the rules and regulations  promulgated under the Securities Act, none
        of the  Selling  Stockholders  shall  effect any  Transfer of the Shares
        pursuant to the Registration  Statement.  The term "Transfer" shall mean
        any disposition of any of the Shares or any interest  therein for value,
        whether by sale, assignment, pledge or otherwise.



   3.   Notices.  Except for the Suspension Notice under paragraph 2, any notice
        or other communication provided for herein or given hereunder to a party
        hereto  shall be in writing and shall be  delivered in person or sent by
        telecopy to the address or telecopy number set forth below and a copy of
        such notice shall be mailed by first class registered or certified mail,
        postage prepaid, addressed as follows:

        If to Xxx:
        ---------

                  Xxxxx Xxxxxx, Director of Financial Services
                  Xxx Enterprises, Incorporated
                  400 Xxxxxx Building
                  000 X. Xxxx Xxxxxx
                  Xxxxxxxxx, XX 00000

                  Telephone:          (000) 000-0000
                  Fax:                (000) 000-0000

                  Copy:
                  ----

                  X. X. Xxxxxxxx III, Esq.
                  Lane & Xxxxxxxx
                  600 Norwest Bank Building
                  000 X. Xxxx Xxxxxx
                  Xxxxxxxxx, XX 00000-0000

                  Telephone:          (000) 000-0000
                  Fax:                (000) 000-0000

                  If to JLP:
                  ---------

                  Xxxxx Xxxxxx, President
                  Journal Corporation
                  X.X. Xxx 00000
                  Xxxxxxx, XX 00000

                  Telephone:          (000) 000-0000
                  Fax:                (000) 000-0000

                  If to MTS Trust or JCS Trust:
                  ----------------------------

                  Xxxx X. Xxxxx
                  National Bank of Commerce
                  0000 X Xxxxxx
                  X.X. Xxx 00000
                  Xxxxxxx, XX 00000-0000

                  Telephone:          (000) 000-0000
                  Fax:                (000) 000-0000

                  Copy:
                  ----

                  Xxxxxxx X. Xxxxxxx, Esq.
                  Cline, Williams, Xxxxxx, Xxxxxxx & Xxxxxxxxx
                  One Pacific Place
                  0000 X. 000xx, Xxx. 000
                  Xxxxx, XX 00000-0000

                  Telephone:          (000) 000-0000
                  Fax:                (000) 000-0000




A Suspension  Notice shall be sent via facsimile and followed by  transmittal of
such notice via overnight delivery.

   4.   Shareholders' Agreement to Remain in Effect. Except as modified, amended
        or superseded by this Second Addendum to  Shareholders'  Agreement,  the
        terms and conditions of the Shareholders'  Agreement,  as amended, shall
        remain in full force and effect.

   5.   Counterparts.   This   Agreement   may  be   executed  in  one  or  more
        counterparts, each of which shall be deemed an original but all of which
        shall constitute but one instrument.

   6.   Signatures.  The parties agree that signatures on facsimile  copies will
        be deemed to have the same effect as original signatures,  provided that
        an original  counterpart shall be promptly transmitted by overnight mail
        or courier.

Xxx Enterprises, Incorporated       Journal Limited Partnership
                                    by Journal Corporation


By     /s/ X. X. Xxxxxxxx III       By    /s/ Xxxxx Xxxxxx
       ----------------------       --------------------------------------------
       X. X. Xxxxxxxx III,          Xxxxx Xxxxxx, President
       Secretary


                                    NATIONAL BANK OF COMMERCE TRUST AND SAVINGS
                                    ASSOCIATION, Trustee of the Trust U/W of 
                                    Xxxx X. Xxxxxxxx/Xxxx X. Xxxxxxxx Share


                                    By    /s/ Xxxx X. Xxxxx
                                    --------------------------------------------
                                    Xxxx X. Xxxxx, Vice President
                                    and Trust Officer


                                    NATIONAL BANK OF COMMERCE TRUST AND SAVINGS
                                    ASSOCIATION, Trustee of the Xxxxx X. 
                                    Xxxxxxxx Revocable Trust


                                    By    /s/ Xxxx X. Xxxxx
                                    --------------------------------------------
                                    Xxxx X. Xxxxx, Vice President
                                    and Trust Officer




                                    Exhibit A

                          XXX ENTERPRISES, INCORPORATED
                                Suspension Notice



Xxx  hereby   notifies   you  to  suspend  any  Transfer  of  the  Shares  until
(_____________________,  199__)  (further  notice)  pursuant to Section 2 of the
Second Addendum to the  Shareholders  Agreement dated April 18, 1997 in order to
permit Xxx to amend the Registration Statement.

                                       XXX ENTERPRISES, INCORPORATED


                                       By       ____________________________
                                       Its      ____________________________