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                                                                  EXHIBIT 10.5.6

                               TENTH AMENDMENT TO

                              EMPLOYMENT AGREEMENT

     This Tenth Amendment to Employment Agreement (the "Tenth Amendment") is
made and entered into as of April 22, 2002, by and between KENNEDY-WILSON, INC.,
a Delaware corporation (the "Company"), and WILLIAM J. McMORROW, an individual
("Employee").

                                    RECITALS

     WHEREAS, Company and Employee have entered into that certain "Employment
Agreement" dated as of August 14, 1992, as amended January 1, 1993, January 1,
1994, March 31, 1995, January 1, 1996, May 19, 1997, August 20, 1998, August 9,
1999, January 3, 2000, and October 1, 2000 (collectively, the "Agreement")
providing for the employment of Employee by Company pursuant to the terms of
such Agreement; and

     WHEREAS, Company and Employee have agreed that the terms of the Employment
Agreement should be modified as set forth below.

                             AMENDMENT TO AGREEMENT

     NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereby amend the
Agreement, effective as of April 22, 2002 as follows:

1.   Effective as of April 22, 2002 (but not for any calendar year or partial
     fiscal year prior thereto), Section 4 (ii) of the Employment Agreement is
     deleted in it entirety, and the following is inserted in lieu thereof:

          "4(ii) Discretionary Bonus. In addition to the base salary provided
     for above, at the discretion of the Company, Employee may receive with
     respect to each fiscal year (or portion thereof) during the term of this
     Agreement, a discretionary bonus in an amount determined in the sole and
     absolute discretion of the Compensation and Stock Option Committees of the
     Board of Directors."

2.   A new Section 4 (iv) is added as follows:

          4 (iv) A one-time grant of Restricted Stock of one million (1,000,000)
     shares of Kennedy-Wilson, Inc. common stock shall be granted to Employee
     effective 4-22-02. The one million shares of restricted stock will vest
     equally over the remaining eight-year term of the Agreement according to
     the following schedule:

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                    Year Ending                Number of Shares Vested
                    -----------                -----------------------
                     12-31-02                            89,923
                     12-31-03                           130,011
                     12-31-04                           130,011
                     12-31-05                           130,011
                     12-31-06                           130,011
                     12-31-07                           130,011
                     12-31-08                           130,011
                     12-31-09                           130,011

     All Restricted Stock granted as detailed in 4 (iv) may be deferred in the
     Company's Deferred Compensation Plan at the election of the Employee but
     shall not be subject to the Company match as otherwise defined in the
     Deferred Compensation Plan.

     All Restricted Stock as detailed in 4 (iv) above shall vest immediately
     upon any change in control of the Company. "Change in control" shall mean
     the first to occur of any of the following events:

          (a) Any "person" (as that term is used in Section 13 and 14 (d)(2) of
     the Securities Exchange Act of 1934 ("Exchange Act")) becomes the
     beneficial owner (as that term is used in Section 13 (d) of the Exchange
     Act), directly or indirectly, of 50% or more of the Company's capital stock
     entitled to vote in the election of directors;

          (b) During any period of not more than two consecutive years, not
     including any period prior to the adoption of this Amendment, individuals
     who at the beginning of such period constitute the board of directors of
     the Company, and any new director (other than a director designated by a
     person who has entered into an agreement with the Company to effect a
     transaction described in clause (a), (c), (d) or (e) of this section) whose
     election by the board of directors or nomination for election by the
     Company's stockholders was approved by a vote of at least three-fourths
     (3/4ths) of the directors then still in office who either were directors at
     the beginning of the period or whose election or nomination for election
     was previously so approved, cease for any reason to constitute at least a
     majority thereof;

          (c) The shareholders of the Company approve any consolidation or
     merger of the Company, other than a consolidation or merger of the Company
     in which the holders of the common stock of the Company immediately prior
     to the consolidation or merger hold more than 50% of the common stock of
     the surviving corporation immediately after the consolidation or merger;

          (d) The shareholders of the Company approve any plan or proposal for
     the liquidation or dissolution of the Company; or

          (e) The shareholders of the Company approve the sale or transfer of
     all or substantially all of the assets of the Company to parties that are
     not within a

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     "controlled group of corporations" (as defined in Code Section 1563) in
     which the Company is a member.

     If any vesting of Restricted Stock in accordance with this Agreement
     results in the imposition of federal and/or state income taxes against
     Employee, then Company shall upon Employee's request loan Employee funds
     sufficient to discharge the federal and/or state income tax liability when
     due which arises solely from the vesting of the applicable portion of the
     Restricted Stock. Employee shall be solely responsible for the payment of
     any federal and state income taxes which are assessed as a result of
     Employee's sale of any Restricted Stock. Any loan made by Company to
     Employee under the provisions of this paragraph shall bear interest at a
     variable rate equal to the prime rate of interest as published in the Wall
     Street Journal from time to time during the term of the loan and the
     principal balance of such loan together with accrued interest thereon shall
     be due and payable in full on the fifth (5th) anniversary date of the
     making of the loan by Company to Employee. Any such loan may be prepaid at
     any time by Employee without penalty.

     Employee shall be entitled to dilution protection as to all Restricted
     Stock granted in 4 (iv) above as follows: In the event of the declaration
     of a stock dividend, the declaration of an extraordinary dividend payable
     in a form other than stock, a spin-off, a stock split, a recapitalization
     or a similar transaction affecting the Company's outstanding securities
     without receipt of consideration, any new, substituted or additional
     securities or other property (including money paid other than as an
     ordinary cash dividend) the number of shares of Restricted Stock shall be
     increased or decreased as appropriate.

     The Company shall grant to Employee his pro rata share of "New Securities"
     that the Company may, from time to time, propose to issue and sell. Such
     pro rata share, for purposes of this right of first offer, is the ratio of
     (x) the total number of shares of Common Stock then owned by Employee
     (including any Restricted Stock previously granted which has not yet
     vested), and the number of shares of Common Stock then issuable upon
     exercise of options or warrants held by Employee, to (y) the total number
     of shares of Common Stock then outstanding, after giving effect to the
     conversion of all outstanding convertible securities and the exercise of
     all outstanding options and warrants. This right of first offer shall be
     subject to the following provision.:

          "New Securities" shall mean any capital stock of the Company whether
     or not authorized on the date hereof, and rights, options, or warrants to
     purchase any capital stock and securities of the Company of any type
     whatsoever that are, or may become, convertible into capital stock.

2.   Section 9(d) is amended such that the following is added: "In the event of
     the Employee's death or disability ( to the extent he cannot provide
     services to Company as chief executive officer on a continuing basis), the
     Restricted Stock grant as detailed in 4 (iii) and 4 (v) will immediately
     vest and be awarded to Employee's estate. If Employee's employment is
     terminated for any reason, all unvested Restricted Stock

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     granted to Employee and as detailed in 4 (iv) above and Restricted Stock
     previously granted as detailed in 4 (iii) of the Ninth Amendment to
     Employee's Employment Agreement dated October 1, 2000 shall vest
     immediately upon such termination."

     Subject to the foregoing, the Employment Agreement remains in full force
     and effect, and Company and Employee hereby ratify and affirm the
     Employment Agreement in each and every respect.

IN WITNESS WHEREOF, the undersigned have executed this Tenth Amendment as of the
date first above written.

KENNEDY-WILSON, Inc.
a Delaware corporation

------------------------------              ----------------------------
James C. Ozello, Acting Secretary           Kent Y. Mouton
Compensation/Stock Option Committee         Chairman, Compensation/Stock
                                            Option Committee

EMPLOYEE

-----------------------------               ---------------------------
William J. McMorrow, Chairman               Freeman Lyle
                                            Senior Managing Director, and
                                            Chief Financial Office

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