EXHIBIT 10.5


                        AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") made September 17,
2001 to be  effective as of July 1, 2001 (the  "Effective  Date") by and between
AHC I ACQUISITION  CORPORATION ("AHC"),  AKI HOLDING CORP.  ("Holding") and AKI,
INC.  ("AKI") (AHC,  Holding and AKI  collectively  called the  "Company"),  and
WILLIAM J. FOX (the "Executive");

                                   WITNESSETH:

     THAT WHEREAS,  the Company and the Executive are parties to the  Employment
Agreement dated January 27, 1999 (the " Employment Agreement"); and

     WHEREAS,  the  Company  and the  Executive  desire to amend the  Employment
Agreement as set forth in this Amendment;

     NOW,  THEREFORE,  in  consideration  of the premises,  the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby irrevocably  acknowledged,  the parties agree as
follows:

     1.   The Employment Agreement is hereby amended as follows:

          a.   The anniversary date of the Employment  Agreement shall be July 1
               of each year, rather than February 1.

          b.   The  reference  to  "$600,000"  is deleted  from Section 3(a) and
               "$775,000" is substituted in lieu thereof.

          c.   All  references to "80%" in Section 3(b) are deleted and "75%" is
               inserted in lieu thereof. All references to "25%" in Section 3(b)
               are deleted and "50%" is inserted in lieu thereof. All references
               to "150%" in Section  3(b) are  deleted and "110%" is inserted in
               lieu thereof.

          d.   The  following  sentence  is added  after the second  sentence of
               Section 3(f):

                    Notwithstanding the foregoing, the amount of the Acquisition
                    Bonus for "Project W," if  consummated,  shall only be 1% of
                    the Value of the  Transaction in excess of  $30,000,000  but
                    not more  than  $50,000,000,  and  .25% of the  Value of the
                    Transaction in excess of $50,000,000.

          e.   The  following  sentence  is  added at the end of  Section  3(f):

                    This  Section  3(f) shall  apply to the  acquisition  by the
                    Company or  combination  with the  Company  of any  business
                    whether  by  means  of  an  asset  purchase,   a  merger  or
                    consolidation,  the  use  of a  restricted  or  unrestricted
                    subsidiary or any other method.

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          f.   The  following  sentence  is  added at the end of  Section  4(b):

                    Beginning  with calendar year 2001,  the Executive  shall be
                    entitled to five weeks  vacation  per annum during the Term,
                    to be scheduled at mutually  agreeable times and to be taken
                    in accordance with the Company's policies.

          g.   The last  sentence of Section 4(c) is deleted,  and the following
               sentence is inserted in lieu of it:

                    In addition,  the Company shall reimburse  Executive for the
                    reasonable automobile  maintenance,  care and other expenses
                    incurred by Executive for business  purposes,  including but
                    not limited to (i) lease  payments  not to exceed  $1,000.00
                    per month and (ii) the cost of parking in New York City.

          h.   The  following  reference to "$15,000" in Section 4(e) is deleted
               and "$20,000" is inserted in lieu thereof.

          i.   The  reference  to "90 days" in  clause  (v) of  Section  6(b) is
               deleted, and "120 days" is inserted in lieu thereof.

          j.   Clause (ii) of Section  6(c)(i)(D) is deleted,  and the following
               clause (ii) is inserted in lieu of it:

                    (ii)  one-half of such amount  shall be payable in six equal
                    installments  with  one  each  of  such  installments  being
                    payable on the first day of each month  until such amount is
                    paid  in  full,   beginning  the  first  day  of  the  month
                    immediately   following   the   effective   date   of   such
                    termination.

          k.   The following  sentences are added  immediately prior to the last
               sentence of Section 6(c)(i)(D):

                    Notwithstanding  the  foregoing,  should this  Agreement  be
                    terminated by the Executive for Good Reason as a result of a
                    Change of Control  or by the  Company  for any reason  other
                    than Cause or the  Executive's  death or  Disability  within
                    sixteen (16) months following a Change of Control (a "Change
                    of Control Termination"), the Executive shall be entitled to
                    receive a  severance  benefit in an amount  equal to two (2)
                    times the highest  aggregate  amount of  compensation  (i.e,
                    Base Salary and Bonus, excluding any Acquisition Bonus) paid
                    to the Executive in any of the three calendar years prior to
                    the  effective  date of  termination.  One-half of the total
                    amount of such  severance  benefit  shall be due and payable
                    upon  the  effective  date of any  such  Change  of  Control
                    Termination,  and  one-half  of the  total  amount  of  such
                    severance benefit shall be payable in six equal installments
                    with  one each of such  installments  being  payable  on the
                    first day of each month  until such  amount is paid in full,
                    beginning the first day of the month  immediately  following
                    the effective date of such Change of Control Termination.

          l.   The  following   Section   6(c)(v)  is  added  to  Section  6(c):

                    (v) Any  termination of this Agreement  other than by reason
                    of  Executive's  death  shall be  effective  on the date set
                    forth in written notice of termination;  provided,  however,
                    that such date shall not be earlier  than that date which is
                    thirty  (30)  days from the date of such  notice,  provided,
                    however, that notwithstanding the foregoing, in the

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                    event of a termination  under Section 5(b),  such date shall
                    not be earlier than the last to occur of (A) that date which
                    is thirty  (30) days from the date of such  notice,  and (B)
                    the  date   immediately   following  the  last  day  of  the
                    Disability Period.  Further,  notwithstanding the foregoing,
                    with respect to any termination for Cause under clauses (ii)
                    or (iii) of Section 6(a),  the effective date of termination
                    shall be the date of such  notice,  and with  respect to any
                    termination  for Cause under  clauses (i) or (iv) of Section
                    6(a), the effective  date of termination  shall not be later
                    than the last day of the cure  period  (if  applicable)  set
                    forth in Section 6(a). Any  termination of this Agreement by
                    reason of  Executive's  death shall be effective on the date
                    of death.  All  compensation and benefits to which Executive
                    is entitled under this Agreement shall continue  through the
                    effective  date  of  termination,  and  Executive  shall  be
                    entitled to reimbursement for any expenses incurred prior to
                    any such effective  date of termination  and payment for all
                    benefits  which have  accrued as of such  effective  date of
                    termination. Further, should this Agreement be terminated by
                    the  Executive  for Good  Reason or by the  Company  for any
                    reason  other  than  Cause  or  the  Executive's   death  or
                    Disability,  the Company  shall pay the premiums  during any
                    applicable  COBRA period (to the extent the Executive elects
                    COBRA  benefits) for the  Executive's  COBRA  coverage under
                    each  and  all  of  the   Company's   medical,   dental  and
                    supplemental  medical  insurance  policies  under  which the
                    Executive is covered pursuant to this Agreement  immediately
                    prior to the effective date of termination. Any reference in
                    this Agreement to a termination  of this Agreement  shall be
                    deemed  to be a  reference  to the  effective  date  of such
                    termination as set forth in this Section 6(c)(v).

          m.   The  following  sentence  is  added  at  the  end of  Section  7:

                    Further,  no severance  payments or other  benefits to which
                    the Executive may be entitled under this Agreement  shall be
                    offset  by  any  compensation  earned  by the  Executive  in
                    connection with other  employment  following the termination
                    of this Agreement.

          n.   The name and address of DLJ Merchant Banking contained in Section
               15 are deleted and the following name and address are inserted in
               lieu thereof:

                    DLJ Merchant Banking Partners
                    Credit Suisse First Boston Private Equity
                    11 Madison Avenue
                    New York, New York  10010
                    Attention:  Thompson Dean


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     2.   Except as set forth in Section 1 above, the Employment Agreement shall
          remain unchanged and in full force and effect.

     3.   This Amendment  shall be governed by and construed  under the laws and
          decisions  of the  State of New York with  respect  to  contracts  and
          agreement  entirely  made  and  entered  into  therein.  Any  dispute,
          controversy  or  claim  arising  out  of or in  connection  with  this
          Amendment shall be determined and settled by arbitration in the County
          of New  York,  State  of  New  York  conducted  under  the  commercial
          arbitration rules of the American  Arbitration  Association ("AAA") in
          accordance  with the then existing rules,  regulations,  practices and
          procedures of the AAA; provided,  however,  that if the Company or the
          Executive  seeks  injunctive  relief to  prohibit  violations  of this
          Amendment, the party seeking such relief shall be entitled to do so in
          a Court of Law, including,  without  limitation,  the Supreme Court of
          the State of New York, County of New York.

     4.   This Amendment may be executed in multiple counterparts, each of which
          shall be deemed an original, but all of which shall constitute one and
          the same agreement.

     5.   This  Amendment  and the  Employment  Agreement,  as  amended  by this
          Amendment, contain the entire understanding of the parties hereto with
          respect to the subject  matter  hereof and thereof and  supersede  all
          previous written and oral agreements  between the parties with respect
          to  the  subject  matter  set  forth  herein  and  in  the  Employment
          Agreement, as amended by this Amendment.

     6.   Any provision of this  Amendment  that is deemed  invalid,  illegal or
          unenforceable in any jurisdiction  shall, as to that  jurisdiction and
          subject  to  this  section,  be  ineffective  to the  extent  of  such
          invalidity,  illegality or unenforceability,  without affecting in any
          way the remaining  provisions hereof in such jurisdiction or rendering
          that or any other  provision  of this  Amendment  invalid,  illegal or
          unenforceable in any other jurisdiction.

                   [Signatures appear on the following page.]


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     IN WITNESS  WHEREOF,  the parties have executed this  Amendment on the date
first above written to be effective as of the Effective Date.

                                                 AHC ACQUISITION CORPORATION

                                                 By:/S/ Thompson Dean
                                                    -----------------------

                                                 AKI HOLDING CORP.

                                                 By:/S/ Thompson Dean
                                                    -----------------------

                                                 AKI, INC.

                                                 By:/S/ Thompson Dean
                                                    -----------------------

                                                 WILLIAM J. FOX

                                                 /S/ William J. Fox
                                                 --------------------------
                                                 William J. Fox



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