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                                                                   EXHIBIT 10.69


               FIRST AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT


         IS AGREEMENT is entered into as of the 1st day of November, 1995, by 
and between PACIFIC INTERNATIONAL SERVICES CORP. ("PISC"), a California
corporation, and ALAN M. ROBIN ("Employee").

                                   RECITALS:

         A.      PISC and Employee have entered into that certain Amended 
Employment Agreement dated effective January 1, 1995 (the "Employment 
Agreement").

         B.      PISC and Dollar Systems, Inc. ("Dollar") have entered into
that certain Settlement Agreement dated July 18, 1995, as amended (the
"Settlement Agreement"), pursuant to which PISC will sell and Dollar will
purchase substantially all of the assets and liabilities of its rental car
division (the "Division").

         C.      Section 3(b) of the Settlement Agreement requires Employee to
execute a Noncompetition Agreement, pursuant to which Employee shall obligate
himself not to compete with or solicit against Dollar for a period of thirty
(30) months from the closing of the transfer of the Division to Dollar (the
"Closing Date").

         D.      In order to induce Employee to execute the Noncompetition
Agreement and in consideration therefor, PISC and Employee desire to amend the
Employment Agreement as set forth herein.

         NOW, THEREFORE, the parties hereby agree as follows:

         1.      A new Section 15 shall be added to the Employment Agreement
                 as follows:

                 Change in Control Termination Right.  During the period
         commencing on the date immediately following the Closing Date and
         terminating on the last day of the thirtieth (30th) calendar month
         following the month in which the Closing Date occurs, Employee shall
         be entitled to terminate this Agreement voluntarily in the event of a
         Material Adverse Change (as hereinafter defined) occurring after a
         Change of Control of PISC (as hereinafter defined).  For purposes of
         this Agreement, a Material Adverse Change shall mean a material change
         in Employee's title, responsibility, authority, fringe benefits or
         geographic work station or a failure of PISC to obtain a satisfactory
         agreement from any successor to assume and agree to perform the
         Employment Agreement.  For purposes of this Agreement, a Change of
         Control shall be deemed to occur on (a) the



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         date the shareholders of PISC approve the merger or consolidation of
         PISC with a corporation which is not an affiliate (as defined in
         Regulation S-X promulgated under the Securities Act of 1933, as
         amended) of PISC, in which PISC is not the surviving corporation or
         pursuant to which shares of PISC stock would be converted into cash,
         securities or other property of another corporation, or the sale or
         other disposition of substantially all the assets of PISC; or (b) the
         date on which there is a change in a majority of the Board of
         Directors of PISC, unless the nomination for election of each new
         director comprising a majority was approved by the vote of a majority
         of the directors then still in office who were in office as of the
         Closing Date.

         Upon such voluntary termination by Employee, Employee shall be paid a
         lump sum amount equal to two hundred percent of Employee's base annual
         salary in effect at the time of the voluntary termination, reduced by
         three and one-third percent (3-1/3%) of such base annual salary for
         each full month which has passed since the Closing Date (the
         "Termination Payment"); provided, however, that the Termination
         Payment shall in no event be less than one hundred percent (100%) of
         Employee's base annual salary in effect at the time of the voluntary
         termination by Employee hereunder.  Notwithstanding anything to the
         contrary contained in this Agreement, upon such voluntary termination
         by Employee, Employee shall be entitled receive the Termination
         Payment and any accrued but unpaid salary and benefits as of date of
         termination, but nothing more under this Agreement or under the
         Employment Agreement.

         2.      Except as expressly set forth herein, the Employment Agreement
shall remain unchanged and shall continue in full force and effect.




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         IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first above written.

                                            
                                            
                                      PACIFIC INTERNATIONAL SERVICES CORP.


                                      By       /s/   RAY MIYASHIRO
                                          -------------------------------------
                                          Member of the Compensation Committee
                                          of the Board of Directors


                                      By      /s/   GEORGE HETHERINGTON
                                          -------------------------------------
                                          Member of the Compensation Committee
                                          of the Board of Directors


                                                                     "PISC"
                                            /s/   ALAN ROBIN
                                        ---------------------------------------
                                        ALAN M. ROBIN
                                                                     "Employee"




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