Exhibit 10.8

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS  AMENDMENT  dated as of the 4th day of January,  2000,  by and between
BUCKHEAD AMERICA CORPORATION ("Company"), a Delaware corporation,  and RONALD L.
DEVINE ("Executive"),

                                W I T N E S E T H

     WHEREAS,  Company  and  Executive  entered  into  that  certain  Employment
Agreement dated May 1, 1997 ("Agreement")  providing for employment of Executive
by the Company; and

     WHEREAS,  Company and Executive desire to enter into this Amendment for the
purpose of evidencing  their mutual  understanding  and agreement  regarding the
extension of the term of Executive's employment by the Company and certain other
matters relating to such employment as set forth herein below.

     NOW,  THEREFORE,  for  and in  consideration  of the  mutual  premises  and
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, Company and Executive,
intending to be legally bound, agree as follows:

     1.   Defined  Terms.  All terms used  herein and  denoted by their  initial
          capitalization  shall  have the  meanings  set forth in the  Agreement
          unless set forth herein to the contrary.

     2.   Extension of  Employment  Term.  The term of  employment  described at
          Section 4 of the Agreement shall be extended to May 1, 2003.

     3.   Definition  of  "Change  of  Control".  The  definition  of "Change of
          Control" set forth at Section 1(e) of the  Agreement  shall be deleted
          in its entirety, and the following definition shall apply:

          "Change of Control" means (i) the acquisition by any person, entity or
          group  within the  meaning of  Sections  13(d)(3)  or  14(d)(2) of the
          Securities Exchange Act of 1934 ("34 Act"), excluding for this purpose
          the Company, its parent and its subsidiaries,  of beneficial ownership
          (within the meaning of Rule 13(d)-3  promulgated  under the 34 Act) of
          more than 51 percent of either the then  outstanding  shares of common
          stock of the Company or of the combined  voting power of the Company's
          then outstanding  voting securities  entitled to vote generally in the
          election of  directors;  or (ii) the  individuals  who, as of the date
          hereof,  constitute the Board of Directors  ("Incumbent  Board") cease
          for any  reason to  constitute  a majority  of the Board of  Directors
          (provided  that  individuals  becoming  a director  hereafter  who are
          nominated  or  who  are  elected  by  the  Incumbent  Board  shall  be
          considered  as though such  individuals  are members of the  Incumbent
          Board); or (iii) the merger,  consolidation or  reorganization,  which
          results  in the  shareholders  of the  Company  prior  to the  merger,
          consolidation   or   reorganization,   holding   after   the   merger,
          consolidation,  or reorganization less than 51 percent of the combined
          voting power  entitled to vote  generally in the election of directors
          of the merged, consolidated, or reorganized corporation.

     4.   Definition of  "Restricted  Period".  The  definition  of  "Restricted
          Period" set forth at Section 1(k) of the Agreement shall be deleted in
          its entirety, and the following definition shall apply:

          "Restricted  Period"  means the period of time that begins on the date
          hereof and extends for the period of  employment  of the  Executive by
          the  Company  hereunder  and for a period of  twenty-four  (24) months
          following  the   termination   of  such   employment  for  any  reason
          whatsoever.

     5.   Continued Validity.  Except as specifically  amended by this Amendment
          as herein  above  provided,  all other  terms  and  conditions  of the
          Agreement shall remain unchanged and in full force and effect.

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     IN WITNESS  WHEREOF,  the parties  have set their  hands and affixed  their
seals to this  Amendment  to be  effective  as of the day and year  first  above
written.

COMPANY:                                EXECUTIVE:

Buckhead America Corporation


By:    /s/ Douglas C. Collins           /s/ Ronald L. Devine
       ------------------------         ----------------------
Title: CEO                              Ronald L. Devine