EXHIBIT 10.ss

                                                     LOAN AND SECURITY AGREEMENT
                                                                 AMENDMENT NO. 1
                                                           (Financial Covenants)
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         This Loan and Security Agreement Amendment is made as of September 30,
1999 and is annexed to and made a part of the Loan and Security Agreement dated
as of December 4, 1998 between KEYCORP LEASING, A DIVISION OF KEY CORPORATE
CAPITAL INC., ("Lender") and AZURE INVESTMENTS, INC., as Borrower (the
"Agreement"). Lender and Borrower hereby agree as follows:

1)    The terms of this Amendment replace and supersede in their entirety the
      terms of all prior Financial Covenants. COMMODORE HOLDINGS, LTD.
      ("Guarantor") shall comply with the following financial covenants.

2)    This Amendment is effective from and after September 30, 1999.

      1.  Tangible Net Worth: Its Tangible Net Worth (including the AG Edwards
          or preferred share proceeds executed prior to the closing on the
          facility agreements) shall not be less than $30,000,000 through
          September 2000, and $50,000,000 thereafter, as measured on a quarterly
          basis.

      2.  Leverage Ratio: Its Leverage Ratio shall not exceed 2.35 to 1.00, as
          of September 1999, 2.00 to 1.00 as of September 1999 and thereafter,
          as measured on a quarterly basis.

      3.  Debt Service Coverage Ratio: Its Debt Service Coverage Ratio shall not
          be less than 1.25 to 1.00, through September 2002, and 1.50 to 1.00
          thereafter, as measured on a quarterly basis.

      4.  Minimum Liquidity: Its minimum liquidity will be $13,500,000 through
          the debt closing for the Crown Dynasty acquisition and $7,500,000
          thereafter, as measured on a quarterly basis. (Only to include freely
          available and unencumbered cash but to include all minimum liquidity
          held with the Borrower).

      5.  Minimum Capital (Sovency) Ratio: Its Capital Ratio (including the AG
          Edwards or preferred share proceeds executed prior to the closing on
          the facility agreements) shall not be less than 30% until September
          30, 2001, 35% until September 2002, and 40% thereafter, as measured on
          a quarterly basis.

      6.  DEFINITIONS:

          a)   "Tangible Net Worth" shall mean (1) the gross book value of all
               assets, excluding goodwill, patents, trademarks, licenses, trade
               names, organizational expenses, treasury stock, unamortized debt
               discount and expense, deferred research and developmental costs,
               and other like intangibles, less (2) Total Liabilities.
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          b)   "Total Liabilities" shall mean all debt and other obligations,
               including, without limitation, Current Liabilities and long term
               debt (including, without limitation, term loans, bond issuances,
               debentures or notes, capital leases and deferred credit).

          c)   "Leverage Ratio" shall mean the ratio of Total Liabilities to
               Tangible Net Worth.

          d)   "Current Assets" shall mean the gross book value of all assets
               that are expected to be realized in cash or sold or consumed
               during a normal operating cycle or within one year, including,
               without limitation, cash, cash equivalents, accounts, and notes
               receivable, and inventories, but excluding prepaid expenses.

          e)   "Current Liabilities" shall mean all debt and other obligations
               that are to be paid by use of Current Assets during a normal
               operating cycle or within one year, including, without
               limitation, deposits received, advance payments, trade
               acceptances, accrued expenses, notes payable, short-term bank
               loans, current maturities of long term debt and capital leases,
               accrued and deferred income taxes, and any reserves against
               assets.

          f)   "Debt Service Coverage Ratio" shall mean the ratio of (1) the sum
               of net income before taxes, interest expense, depreciation,
               amortization and other non-cash expenses, excluding any
               extraordinary gains or losses, to (2) the sum of interest
               expense, current maturities of long term debt and capital lease
               obligations, excluding the balloon payment due in October 2001 on
               the bridge loan facility.

          7. Any default in the covenants contained herein shall be a default
under the Agreement.

          EXCEPT AS EXPRESSLY MODIFIED HEREBY, ALL OF THE TERMS, COVENANTS AND
CONDITIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE IN ALL
RESPECTS HEREBY RATIFIED AND AFFIRMED.

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         IN WITNESS WHEREOF, Lender and Borrower have executed this Security
Agreement Amendment as of the 30th day of September, 1999.

LENDER:  BORROWER:

KEYCORP LEASING,                                AZURE INVESTMENTS, INC.
A DIVISION OF KEY CORPORATE
CAPITAL INC.

By: /s/ LOUIS M. SOMBAT                         By:/s/ FREDERICK A. MAYER
   -----------------------------------------       -----------------------------
Name:   LOUIS M. SOMBAT                         Name:  FREDERICK A. MAYER
     ---------------------------------------         ---------------------------

Title:  REGIONAL BUSINESS PROCESSING MANAGER    Title:  ATTORNEY-IN-FACT
      --------------------------------------         ---------------------------

                                                GUARANTOR:

                                                COMMODORE HOLDINGS, INC.

                                                By: /s/ FREDERICK A. MAYER
                                                   -----------------------------
                                                Name:  FREDERICK A. MAYER
                                                     ---------------------------
                                                Title: VICE CHAIRMAN OF THE
                                                       BOARD & CEO
                                                      --------------------------

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