EXHIBIT 10.89

                      AMENDMENT TO MARCH 31, 1994 NON-QUALIFIED
                         STOCK OPTION AGREEMENT FOR TIM SWAIN


         AMENDMENT DATED NOVEMBER 20, 1998 TO NON-QUALIFIED STOCK OPTION 
AGREEMENT ("Option Agreement") dated as of March 31, 1994, as amended on 
January 30, 1996, which provided for the granting of non-qualified options by 
Trimark Holdings, Inc., a Delaware corporation (the "Company"), to Tim Swain, 
an employee of the Company or of a subsidiary (the "Employee"). Capitalized 
terms used herein without definition shall have the meaning defined in the 
Option Agreement. The parties hereby agree to amend the Option Price for the 
Options Shares as follows:

         1. OPTION PRICE. Effective immediately, the Option Price for the 
Option Shares shall be at a price per Share of $3.00 on the terms and subject 
to the conditions set forth in the Option Agreement. In all other respects, 
the Option Agreement shall continue in full force and effect without change.

         IN WITNESS WHEREOF, the Company has executed this Amendment to 
Option Agreement in duplicate on the day and year first above written.

                                       TRIMARK HOLDINGS, INC.



                                       BY:   /s/
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                                          TITLE

The undersigned hereby accepts, and agrees to, all terms and provisions of 
the foregoing Amendment to Option Agreement.

                                           /s/           
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                                          TIM SWAIN


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                                          [ADDRESS]


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