RECITALS

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                                                               EXHIBIT 10.1.1



FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     This First Amendment to Amended and Restated Employment Agreement (the
"First Amendment") is entered into by and between Xxxxxx Xxxxxxx, as "Employee,"
and The Xxxxxxx-Xxxxx Company, a California corporation, as "Employer" or
"Company," as of March 2, 1999, based upon the following facts:

                                    RECITALS

A. Employee and Company executed an Amended and Restated Employment Agreement as
of October 1, 1997, setting forth the terms and conditions of Employee's
employment by Company.

B. On March 2, 1999, a special meeting of the Board of Directors of Company was
held at which the Board of Directors took the following action: (1) granted to
Employee 50,000 shares of restricted common stock of The Xxxxxxx-Xxxxx Company
with the terms and conditions of such restrictions to be determined by the Board
at a later date; (2) accelerated the vesting of one-half of all previously
issued but currently unvested stock options granted to Employee; (3) amended the
Amended and Restated Employment Agreement of Employee dated October 1, 1997 to
immediately increase Employee's Salary by $25,000 on an annual basis, effective
as of March 2, 1999; (4) extended the term of Employee's Amended and Restated
Employment Agreement to expire on March 2, 2004; (5) established Employee's
annualized Base Salary for the employment year ending September 30, 2003 at
$550,000 and established the annualized Base Salary for the partial employment
year ending March 2, 2004 at $575,000; and (6) ratified and confirmed the
Amended and Restated Employment Agreement except as so amended. A true and
correct copy of the Minutes of Directors' Meeting of The Xxxxxxx-Xxxxx Company
of March 2, 1999 is attached as Exhibit A to this First Amendment to Amended and
Restated Employment Agreement.

C. Company and Employee now wish to amend Employee's Amended and Restated
Employment Agreement to reflect the action taken by Company's Board of Directors
on March 2, 1999.

     NOW, THEREFORE, in consideration of the parties' mutual promises contained
herein and in the Amended and Restated Employment Agreement, which consideration
is acknowledged to be adequate and sufficient, the parties hereto hereby agree
as follows:

                                    AGREEMENT

1. The above Recitals are hereby incorporated in this First Amendment by
reference.

2. Employee's Amended and Restated Employment Agreement is hereby amended in
conformance with the March 2, 1999 Minutes of Directors' Meeting of The
Xxxxxxx-Xxxxx Company, and as stated in Recital B above.




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     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of March 2, 1999.



"Employer":                          THE XXXXXXX-XXXXX COMPANY,
                                     a California corporation

                                By:  /s/ XXXXX ST.J XXXXXXXXX
                                     -----------------------------------
                                     Title: Chief Operating Officer and
                                            President


"Employee":                          /s/ XXXXXX XXXXXXX
                                     -----------------------------------