Exhibit 10.10.2
                         LEASE MODIFICATION AGREEMENT #2

     This Lease Modification Agreement #2 to Lease made this 8th day of January,
1997, by and between Petroleum, Inc., a Kansas corporation, hereinafter referred
to as "Landlord" and Antigua Group,  Inc., an Arizona  corporation,  hereinafter
referred to as "Tenant."

                                 R E C I T A L S

     WHEREAS,  Landlord leased certain Premises to Tenant in the McCormick Ranch
Industrial  Center  III  located  at 9318  and  9332  North  95th  Way,  City of
Scottsdale,  County of  Maricopa,  State of Arizona,  pursuant  to that  certain
Office  Building  Lease  between  Landlord  and Tenant  dated  August 22,  1996,
hereinafter  referred  to as  the  "Lease,"  in  which  the  Premises  are  more
particularly described; and

     WHEREAS,  Landlord and Tenant are mutually  desirous of modifying the terms
of the Lease as provided herein below.

     NOW,  THEREFORE,  in  consideration  of these presents and the agreement on
each other, Landlord and Tenant hereby mutually agree as follows:

     1.   The effective date of this agreement is January 8, 1997.

     2.   The aforementioned Lease is revised to add suite 201 in building A for
          an additional 168 square feet of space. (See attached Exhibits A-1 and
          A-2).

     3.   Tenant agrees to rent space "as is."

     4.   Tenant will install a dead bolt lock on one existing  door at Tenant's
          expense.

     5.   All  modifications  to  premises  are to be  "building  standard"  and
          subject to prior approval of Landlord.

     6.   All other terms and  conditions  of the Lease remain  unchanged and in
          full force and effect.

     IN WITNESS  WHEREOF,  the  parties  hereto have set their hands the day and
year first above written.


TENANT:                                               LANDLORD:

ANTIGUA GROUP, INC.                                   PETROLEUM, INC.


By:  /s/ Gerald K. Whitley                            By:  /s/ Thomas D. Beard

                                                           Thomas D. Beard
Title: Vice President - Finance                       Title: Sr. Vice-President
                                                           Petroleum, Inc.

Date Signed: 1/9/97                                   Date Signed: 1/8/97

                                    EXHIBIT A

                    [SKETCH OF FIRST FLOOR PLAN - BUILDING A]

                                   EXHIBIT A-2

               [SKETCH OF PARTIAL SECOND FLOOR PLAN - BUILDING A]