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                                                                   EXHIBIT 10.38


                        [INDIA EXOTICS, INC. LETTERHEAD]
                                 June 20, 1996


Via Telecopy

Meena Khokha
436 Sheffield Estates Drive
St.Louis, MO  63141

Dear Meena:

         Reference is hereby made to the Employment Agreement dated February 7,
1995, as amended by letter dated February 7, 1995, and further amended by
letter dated February 15, 1996 (the "Employment Agreement"), between you and
India Exotics, Inc., a Texas corporation (the "Company").  Due to our mutual
desire to amend the provisions of the Employment Agreement relating to your
bonus, your Employment Agreement is hereby amended as follows:

1.       Section 4.2 of the Employment Agreement is amended and restated in its
entirety to read as follows:

                 4.2.  BONUS.  Employer may from time to time pay Employee such
                 bonus or additional compensation in such amounts and frequency
                 as Employer may determine in its sole discretion.  Nothing
                 contained herein shall be construed to obligate Employer to
                 pay any bonus or additional compensation to Employee at any
                 time during the Term.

2.       Except as amended hereby, the Employment Agreement is hereby ratified
and affirmed in all respects and shall remain in full force and effect.

         If you agree that the foregoing constitutes the agreement between us,
please indicate by executing a copy of this letter and returning it to the
Company.
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                                        Very truly yours,

                                        INDIA EXOTICS, INC.,
                                        a Texas corporation


                                        By /s/ JAMES R. THOMPSON
                                          ------------------------------------
                                               James R. Thompson,
                                               Vice President - Finance


AGREED AND ACCEPTED



/s/ MEENA KHOKHA
- -----------------------------
Meena Khokha