FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

                                 FIRST AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT


         FIRST AMENDMENT, effective December 3, 2001, to the Employment
Agreement, dated January 1, 2000 (the "Agreement") between Xxxxxx Group Inc.
(the "Company") and Xxxxxxx X. Xxxxxxxxxx (the "Executive").

         WHEREAS, the Company and the Executive desire to amend the Agreement in
certain respects:

         NOW, THEREFORE, the Agreement is hereby amended as follows:

         1.    The first sentence of Section 2 of the Agreement is hereby
amended and restated to read as follows:

               "Executive's employment under this Agreement shall commence on
               the date hereof and end on December 31, 2002 (the "Initial
               Period"), unless sooner terminated in accordance with the
               provisions of Section 4."

         2.    The proviso to the first sentence of Section 3(b) of the
Agreement is amended to read as follows:

               "provided, however, that in no case shall the Bonus Award for
               each of the fiscal years ending December 31, 2000, December 31,
               2001, and December 31, 2002 be less than $600,000 (the "Minimum
               Bonus Award").

         3.    Section 4(b) of the Agreement is amended by adding a new
subsection (5) thereto as follows:

               "(5) Executive shall participate, and the Company shall continue
               contributions on Executive's behalf, in all Company-sponsored
               health and welfare plans on terms no less favorable than as in
               effect on the Termination Date, which benefits shall continue
               until the earliest of (A) commencement of Executive's entitlement
               to comparable benefits under a plan provided by a new employer
               (if Executive in his sole discretion becomes employed by a new
               employer); (B) Executive's death and (C) expiration of the
               Initial Period or renewal Period, as the case may be."

         Except as amended hereby, the Agreement shall remain in full force and
effect.






         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.


                                               XXXXXX GROUP INC.


                                               By: /s/Xxxx X. Xxxxxx
                                                   -----------------------------
                                               Title: Chief Operating Officer


                                               EXECUTIVE


                                               /s/Xxxxxxx X. Xxxxxxxxxx
                                               ---------------------------------
                                               Xxxxxxx X. Xxxxxxxxxx