EXHIBIT 10 (XIV)
                                AMENDMENT NO. 1

                            AGREEMENT OF EMPLOYMENT


     This Amendment No. 1 ("Amendment No. 1") is made to that certain Agreement
of Employment (hereinafter referred to as the "Agreement"), dated as of January
2, 1990, between Circle "S" Industries, Inc., a corporation organized and
existing under the laws of the State of Alabama (hereinafter referred to as the
"Corporation") and Larry D. Striplin Jr., an individual residing in the State of
Alabama (hereinafter referred to as the "Employee"), and is effective as of the
1st day of May, 1995, by and between the Corporation and Employee.

                                   RECITALS:
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     The Corporation and Employee desire to amend the Agreement relating to the 
employment of the Employee by the Corporation.

     NOW, THEREFORE, the parties hereby agree as follows:

     1.   Paragraph 6 of the Agreement shall be amended as follows:

          i)   Line 8 shall be amended to delete the following words: "not to 
               exceed the earlier"; and

          ii)  Line 9 shall be amended to delete the following words: "or the 
               life of the Employee"; and

          iii) Line 12 shall be amended by deleting the word "paid" and 
               substituting the word "payable" in lieu thereof; and 
 
          iv)  Line 20 shall be amended to delete the following words: "the
               death of the Employee or";
                           
so that Paragraph 6 of the Agreement now reads as follows:

         6.    EXTENDED COMPENSATION. In the event that there occurs a sale of
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     substantially all the assets of the Company or a sale of a sufficient
     amount of stock in the Company, whether by tender offer, original issuance,
     or a single or series of related stock purchase and sale agreements and/or
     transactions sufficient to confer on the purchaser or purchasers thereof
     (whether individually or in a group) the ability to elect a majority of the
     Board

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     of Directors of the Company, the Company shall be obligated to pay to the
     Employee the sum of $200,000.00 per year, such sum to be paid in annual
     installments in arrears (the "Extended Compensation") for a period of five
     (5) years, the first installment to be paid on the date which is one year
     after the occurence of the event giving rise to the payment: provided
     however, that such Extended Compensation shall be paid in lieu of, and not
     in addition to, any compensation payable pursuant to Section 5 hereof. No
     payment of Extended Compensation shall be made without first obtaining the
     affirmative vote of at least seventy-five percent (75%) of the shareholders
     of the Company (which calculation shall be made without regard to any
     shares held by Employee) immediately prior to the change in control of the
     Company as described above; such vote shall determine the right of the
     Employee to receive the Extended Compensation, on the condition that full
     disclosure be made of all material facts concerning all payments to be made
     pursuant to this Section 6. Notwithstanding the provisions of Section 9
     hereof, the obligation of the Company to make payments of Extended
     Compensation shall terminate only upon the expiration of the five (5) year
     term.

     2.   All of the other terms and conditions of the Agreement shall remain in
full force and effect.


     IN WITNESS WHEREOF, the Corporation has caused this Amendment to be 
executed by its duly authorized officer and the Employee has executed this 
Amendment, effective as of May 1, 1995.


                                       CIRCLE "S" INDUSTRIES, INC.


                                   By__________________________________________
                                             Charles A. Morello
                                      Treasurer and Chief Financial Officer



                                   ____________________________________________
                                              Larry D. Striplin, Jr.

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