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                                                                    EXHIBIT 10.5
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                               LPA HOLDING CORP.

                               AMENDMENT NO. 1 TO
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               1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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                                  (the "Plan")
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1.1  AMENDMENT

     (a)  Section 4(b) of the Plan is hereby amended by deleting the proviso
after the semicolon and replacing it with the following language:

           "provided that no Person employed by CB Capital Investors, L.P., CB
           Capital Investors, Inc. or any of their respective partners or
           stockholders may be an Optionee under this Plan."

1.2  MISCELLANEOUS PROVISIONS

     (a)  Except as modified by this Amendment, the Plan shall remain in full
force and effect, enforceable in accordance with its terms. This Amendment is
not a consent to any waiver or modification of any other terms or conditions of
the Agreement or any of the instruments or documents referred to in the Plan and
shall not prejudice any right or rights which the parties thereunder may now or
hereafter have under or in connection with the Plan or any of the instruments or
documents referred to therein.

     (b)  This Amendment shall be governed and construed in accordance with the
laws of the State of New York




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