SECOND AMENDMENT TO
                       EMPLOYMENT AND NONCOMPETE AGREEMENT


THIS  SECOND   AMENDMENT  TO  EMPLOYMENT  AND  NONCOMPETE   AGREEMENT   ("Second
Amendment") , effective as of the 14th day of September, 1996, by and between J.
ROBERT  WREN,   JR.,  an  individual   resident  of  Gastonia,   North  Carolina
("Employee") , and AMERICAN STUDIOS, INC., a North Carolina corporation with its
principal executive offices in Charlotte, North Carolina ("ASI").

                              Background Statement

         Employee and ASI are parties to an Employment and Noncompete  Agreement
dated  as of  January  20,  1993  and the  First  Amendment  To  Employment  and
Noncompete Agreement dated as of November 1, 1995 (collectively, the "Employment
Agreement").  The Employment Agreement provides, among other things, for certain
severance  payments  to  Employee  in the  event of  Employee's  termination  of
employment  without  cause.  ASI  and the  Employee  now  desire  to  amend  the
Employment  Agreement  to provide for certain  severance  payments to be made to
Employee in the event a termination of employment  either  precedes or follows a
change in the control of ASI.

                             Statement of Amendment

         In  consideration  of the  premises  and of the  mutual  covenants  and
conditions contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties  hereto,
intending  to be legally  bound,  agree for  themselves,  their  successors  and
assigns as follows:

1. Definitions. In the Employment Agreement or in this Second Amendment, the use
of the  word  "Agreement"  or the term  "Employment  Agreement"  shall  mean the
Employment  Agreement as amended by this Second  Amendment,  and  references  to
particular  section  numbers  or  paragraph  numbers or the use of terms such as
"this  section"  or "this  paragraph"  shall  refer to  appropriate  sections or
paragraphs of the Employment Agreement as amended by this Second Amendment.

        Defined  terms used in the  Employment  Agreement  that are redefined in
this  Second  Amendment  shall have the  meanings  given to them in this  Second
Amendment.  Defined terms used, but not defined,  in this Second Amendment shall
have the meanings given to them in the Employment Agreement.

2. Termination  Without Cause.  Section 5, Termination  Without Cause, is hereby
amended as follows:

          The Board of Directors  may  terminate  Employee's  employment  at any
time,  without cause. In the event of a termination other than a Termination for
Cause, as herein defined,  or in the event the Company fails or refuses to renew
this  Employment  Agreement for any reason at the end of the 

<PAGE>

term of employment, the Company  will pay  Employee the higher of (i) $314,000 
or (ii) his Base Rate at the  time  of  termination  as set  under  Paragraph  
4 above  as  additional compensation for twelve months following such 
termination or failure to renew.

If Employee's  employment  with ASI is terminated at any time following a Change
in Control  Event,  as defined  below,  or if  Employee's  employment  by ASI is
terminated  prior to a Change in Control Event at the request of any  individual
or entity acquiring  ownership and control of ASI, Employee shall be entitled to
receive,  either in a lump sum or in 26 equal bi-weekly payments,  at the option
of the  Company,  two (2) times  the  Employee's  then  Base Rate as  additional
compensation.

Each of the following events shall constitute a Change in Control Event:

   o      Any  person  or  entity  of  whatsoever  nature,  including  without
          limitation an individual, corporation,  partnership, limited liability
          company or trust,  either  singly or  together  with that  person's or
          entity's  affiliates or associates (as  "affiliate" or "associate" are
          defined in connection  with Rule 12b-2 of the Securities  Exchange Act
          of 1934) is or becomes the beneficial  owner (as defined in Rule 13d-3
          under the Securities Exchange Act of 1934), directly or indirectly, of
          securities  of ASI  representing  fifty  percent  or more of the  then
          outstanding  securities  entitled to vote in the election of directors
          of ASI and in any filing made under  Section  13(d) of the  Securities
          Exchange  Act of 1934 or  otherwise  states an intention to acquire or
          exercise control of ASI or to otherwise influence management.

     o   A public  announcement  is made of a tender  or  exchange  offer by any
         person or entity, including without limitation an individual,  company,
         corporation, partnership, limited liability company or trust, for fifty
         percent or more of the  outstanding  shares of ASI  entitled to vote in
         the election of directors, and the Board of Directors approves or fails
         to oppose that tender or exchange  offer in its  statements in Schedule
         14D-9 under the Exchange Act.

     o   The  stockholders of ASI approve a merger or  consolidation of ASI with
         any other  corporation  or  partnership  (or,  if no such  approval  is
         required,  the  consummation of such a merger or consolidation of ASI),
         other  than  a  merger  or  consolidation  that  would  result  in  the
         securities  of ASI  entitled  to  vote  in the  election  of  directors
         outstanding  immediately before the consummation  thereof continuing to
         represent  (either by remaining  outstanding or by being converted into
         voting shares of the  surviving  entity or of a parent of the surviving
         entity)  fifty  percent  or more of the  combined  voting  power of the
         voting  shares of the  surviving  entity  (or its  parent)  outstanding
         immediately after that merger or consolidation.


3. Miscellaneous.  ASI and Employee reaffirm the Employment  Agreement,  and all
provisions  thereof not expressly  amended hereby shall remain in full force and
effect.

<PAGE>

IN WITNESS  WHEREOF,  J. Robert  Wren,  Jr. has set his hand and seal hereto and
American  Studios,  Inc.  has caused this Second  Amendment  to  Employment  and
Noncompete  Agreement  to be  sealed  and  executed  in its  name  by  its  duly
authorized  officials  effective  as of the day and year  first  above  written.
                                       Employee:

                                       /s/James Robert Wren, Jr.   (SEAL)
                                       --------------------------------------
                                       James Robert Wren, Jr.


                                       American Studios, Inc.

                                      /s/R. Kent Smith
                                      ---------------------------------------
                                      By: R. Kent Smith
                                          President

[CORPORATE SEAL]




ATTEST:

/s/ Shawn W. Poole
-------------------------------
Secretary