EXHIBIT 10.6

                              SECOND AMENDMENT TO
                                AMX CORPORATION
                       1996 EMPLOYEE STOCK PURCHASE PLAN


1.  On September 12, 1995, AMX Corporation, a Texas corporation (the "Company"),
adopted the AMX Corporation 1996 Employee Stock Purchase Plan (the "Plan"), as
amended by that certain First Amendment to the Plan as adopted by the Board of
Directors on July 17, 2001.  The Company desires to further amend the Plan as
set forth herein.

2.  Section 12(a) is hereby amended and restated to provide in its entirety as
follows:

    12.  Stock
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(a)  The maximum number of shares of the Company's Common Stock that shall be
     made available for sale under the Plan shall be 500,000 shares (such number
     has been determined after the September Stock Split), subject to adjustment
     as provided in Section 18 hereof.  If on a given Exercise Date the number
     of shares of Common Stock with respect to which Options are to be exercised
     exceeds the number of shares of Common Stock then available under the Plan,
     the Administrative Committee shall make a pro rata allocation of the shares
     remaining available for purchase in as uniform and nondiscriminatory a
     manner as shall be practicable and as it shall determine to be equitable
     and in compliance with Section 423 of the Code.  The payroll deductions of
     each Participant shall be refunded to the extent they are in excess of the
     Purchase Price of the shares of Common Stock allocated to such Participant.

3.  The remaining terms and provisions of the Plan shall continue in full force
and effect.

4.  This Second Amendment to the Plan was adopted by the (a) Board of Directors
on July 17, 2001 and (b) the shareholders on August 22, 2001.