WITNESSETH:

                                                            EXHIBIT 10.1(B)

                        SECOND AMENDMENT TO EMPLOYMENT
                       AGREEMENT DATED OCTOBER 17, 1996

     This Amendment to Employment Agreement (the "Amendment") is made as of 20th
day  of  April,  1998  by  and  between  XXXXXXX  LEISURE  LIMITED,   a  Bahamas
international   business   company  (the   "Company"),   and  Xxxxx  X.  Xxxxxxx
("Employee").

                                  WITNESSETH:


     WHEREAS,  the Company and  Employee  entered into an  Employment  Agreement
dated  October 17, 1996,  as amended by an  amendment  dated March 25, 1997 (the
"Employment Agreement"); and

     WHEREAS,  the Company and Employee desire to amend the Employment Agreement
as provided below.

     NOW,  THEREFORE,  in  consideration  of the premises and mutual  agreements
hereinafter contained, the parties hereto agree as follows:

     1. COMPENSATION.

     Section  3(a)(i) of the Employment  Agreement is hereby amended so that, as
amended, it shall read as follows:

                  (a) SALARY,  ETC.  Commencing as of January 1, 1998, except as
            otherwise  expressly  provided herein, the Company (or any Affiliate
            thereof) shall pay to Employee  during the term hereof  compensation
            as described in this Section 3(a),  all of which shall be subject to
            such deductions as may be required by applicable law or regulation.

                        (i) BASE SALARY.  A base salary at the rate of (A) Three
            Hundred Seventy Thousand Dollars [(U.S.) $370,000] for calendar year
            ("Year")  1998 and (B) no less than Three Hundred  Seventy  Thousand
            Dollars [(U.S.)  $370,000] for each Year thereafter  during the term
            of this Agreement,  subject to review by the Compensation  Committee
            of the Board of  Directors  of the  Company,  payable  in  bi-weekly
            installments (the "Base Salary").

     2.  EFFECTIVE  DATE. The effective date of the amendments to the Employment
Agreement contained in this Amendment shall be January 1, 1998.

     3.  NO  OTHER  AMENDMENT.  Except  as set  forth  in  this  Amendment,  all
provisions of the Employment Agreement shall remain in full force and effect.

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

                                        XXXXXXX LEISURE LIMITED



/S/ XXXXX X. XXXXXXX                    By:/S/ XXXXXXX X. XXXXXXX
-------------------------                  -------------------------------------
Xxxxx X. Xxxxxxx                             Xxxxxxx X. Xxxxxxx,
                                             Chief Operating Officer and
                                             Chief Financial Officer


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