Exhibit 10.3

                     FIRST AMENDMENT TO EMPLOYMENT CONTRACT


        THIS FIRST  AMENDMENT  TO  EMPLOYMENT  CONTRACT is made and entered into
this 3rd day of April, 2000, by and between M.G.A., INC., a Delaware corporation
(the "Company"), and H. HARRISON PARRISH (the "Employee").

                              W I T N E S S E T H:

        WHEREAS,  the Company and Employee entered into that certain  Employment
Contract, dated June 9, 1994 (the "Agreement"),  providing for the employment of
Employee as President of the Company; and

        WHEREAS, the Board of Directors of the Company has approved an amendment
to the  Agreement to increase the base annual salary  payable to Employee  under
the Agreement;

        NOW, THEREFORE, for good and valuable consideration,  the parties hereby
agree to amend the Agreement as follows:

        1.  Paragraph 4.1 of ARTICLE IV of the  Agreement is hereby  removed and
deleted in its  entirety,  and a new Paragraph 4.1 of ARTICLE IV is hereby added
in its place and stead as follows:

               "4.1 For the  services to be rendered by Employee in his capacity
        hereunder,  or any other duty  assigned to him by the Board of Directors
        of the Company,  the Company agrees to pay Employee a base annual salary
        of Four Hundred  Thousand  and No/100  Dollars  ($400,000.00)  per year,
        subject to such increases as the Board of Directors (or the Compensation
        Committee  of the  Board  of  Directors)  in its sole  discretion  deems
        appropriate  in  accordance  with  the  Company's  customary  procedures
        regarding  the  salaries  of its  executive  officers.  Said base annual
        salary  shall be  payable in  successive  biweekly  payments  due on the
        normal payroll payment days of each month in equal amounts."

        2. This amendment shall be effective as of April 3, 2000.

        3. In all other respects, the Agreement is hereby ratified and affirmed.

        IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this  First
Amendment to Employment Contract on the day and year first above written.


ATTEST:                                     M.G.A., INC.

/s/ Leah C. Brook                           By: /s/ S. Page Todd
- -------------------------                       ----------------------
Assistant Secretary                             Senior Vice President



/s/ Martha M. Compton                       /s/  H. Harrison Parrish
- ------------------------                    ------------------------
Witness                                     H. Harrison Parrish