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                                                                   EXHIBIT 10.22

                                    AMENDMENT

      This Amendment dated as of March 15, 2001 hereby amends that certain
Amended and Restated Operating Agreement of Odyssey Holdings, L.L.C. dated as of
November 13, 1998 ("Company Agreement") as set forth below.

      1.    Section 6.1 through 6.1.4 of the Company Agreement shall be deleted
            in their entirety and replaced as follows:

            6.1   MANAGING MEMBER.

                  6.1.1 The business affairs of the Company shall be made or
                  delegated by the Managing Member. The Managing Member has the
                  power, on behalf of the Company, to do all things necessary or
                  convenient to carry out the business and affairs of the
                  Company, including, but not limited to, the appointment of
                  officers.

                  6.1.2 The Managing Member shall serve until the earliest of
                  (a) the removal of such individual by a Majority of the
                  Members; (b) the resignation of such Member; or (c) the
                  Dissociation of such Member.

                  6.1.3 The Managing Member shall not be liable, responsible, or
                  accountable, in damages or otherwise, to any Member or to the
                  Company for any act performed by the Managing Member within
                  the scope of the authority conferred on the Managing Member by
                  this Agreement, except for fraud, gross negligence, willful
                  misconduct, or an intentional breach of this Agreement. The
                  Company shall indemnify the Managing Member for any act
                  performed by the Managing Member within the scope of the
                  authority conferred on the Managing Member by this Agreement,
                  except for fraud, gross negligence, willful misconduct or an
                  intentional breach of this Agreement.

                  6.1.4 Each Member constitutes and appoints the Managing Member
                  as the Member's true and lawful attorney-in-fact
                  ("Attorney-in-Fact"), and in the Member's name, place and
                  stead, to make execute, sign, acknowledge, and file:

                        (a)   the Certificate of Formation;

                        (b)   all documents (including amendments to the
                              Certificate of Formation) which the
                              Attorney-in-Fact deems appropriate to reflect any
                              amendment, change, or modification of this
                              Agreement;


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                        (c)   any and all other certificates or other
                              instruments required to be filed by the Company
                              under the laws of the State of Delaware or of any
                              other state or jurisdiction, including, without
                              limitation, any certificate or other instruments
                              necessary in order for the Company to continue to
                              qualify as a limited liability company under the
                              laws of the State of Delaware or any other State;

                        (d)   one or more fictitious or trade name certificates;
                              and

                        (e)   all documents which may be required to dissolve
                              and terminate the Company and to cancel its
                              Certificate of Formation.

2.    Sections 6.2 and 6.2.1 shall be deleted in their entirety and replaced as
      follows:

      6.2   APPOINTMENT OF OFFICERS.

            6.2.1 The Managing Member may appoint such officers with such
            responsibilities as the Managing Member desires. In the absence of
            action by the Managing Member to the contrary, the Company shall
            have a President/CEO, a Secretary, one or more Vice Presidents, one
            or more Assistant Secretaries, a Tax Officer, and a Managing
            Officer, all as may be appointed by the Managing Member. The
            President/CEO shall have general and active management power and
            authority with respect to the day to day affairs of the Company and
            shall perform such duties and undertake such responsibilities as the
            Managing Member shall designate. The President/CEO shall see that
            all orders and resolutions of the Managing Member are carried into
            effect. The Managing Officer shall have such power to execute or
            file any document required or permitted to be executed or filed on
            behalf of a limited liability company, and other duties as assigned
            by the President/CEO. The Secretary shall keep or cause to be kept a
            record of the affairs of the Company, including all orders and
            resolutions of the Managing Member and record minutes of all such
            items in a book to be kept for that purpose. The Secretary shall
            perform such other duties as may be prescribed by the Managing
            Member or the President/CEO, under whose supervision he/she shall
            be. The Tax Officer shall be responsible for the preparation and
            maintenance of all tax records of the Company and the preparation
            and filing of all tax returns. The remaining officers shall have the
            powers and duties normally associated with the officers of
            corporations bearing similar titles. Each officer shall

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            serve until he or she resigns or is removed by the Managing Member.
            The following individuals shall initially hold the office set
            opposite his/her name below:

            President/CEO                               Margaret Loesch
            Managing Officer/COO                        Paul Fitzpatrick
            Vice President                              Charles Stanford
            Vice President                              Judith Whittaker
            Vice President/CFO                          Robert Baxter
            Secretary                                   Harriet Beck
            Assistant Secretary                         Deanne Stedem
            Assistant Secretary                         Kathy Tomei
            Tax Officer/Assistant Secretary             Rick Chalker

      3. HEN Domestic Holdings, Inc. shall be the initial Managing Member.

      4. All references to "Governance Committee" in the Company Agreement shall
      be replaced with "Managing Member."

      IN WITNESS WHEREOF, the undersigned voting Members have hereby executed
this Amendment as of the date set forth above.

                                            HEN DOMESTIC HOLDINGS, INC.

                                            By     /s/ Judith Whittaker
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                                            Title  Vice President
                                                  ------------------------------


                                            VISION GROUP, INC.

                                            By     /s/ Deanne Stedem
                                              ----------------------------------
                                            Title  Vice President
                                                  ------------------------------