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                                                                   EXHIBIT 10.24

                                 AMENDMENT NO. 1

                                       TO

                           WYNN'S INTERNATIONAL, INC.

                             1999 STOCK AWARDS PLAN


        WHEREAS, Wynn's International, Inc. (the "Company") maintains the Wynn's
International, Inc. 1999 Stock Awards Plan (the "Plan"); and

        WHEREAS, pursuant to Section 6.5(a) of the Plan, the Board of Directors
of the Company (the "Board") has the authority to amend the Plan; and

        WHEREAS, the Company desires to amend the Plan to reflect recent
resolutions adopted by the Board of Directors;

        NOW, THEREFORE, the Plan is hereby amended, effective as of April 28,
1999, as follows:

        1. Section 4.1 of the Plan is deleted in its entirety and replaced with
the following new Section 4.1:

            "4.1 GRANTS.

               "The Committee may, in its discretion, grant one or more
        Restricted Stock Awards to any Eligible Employee. Each Restricted Stock
        Award Agreement shall specify the number of Shares to be issued to the
        Participant, the date of such issuance, the consideration for such
        Shares to be paid by the Participant (which consideration shall be an
        amount that is not less than the par value of the Shares), the extent
        (if any) to which and the time (if ever) at which the Participant shall
        be entitled to dividends, voting and other rights in respect of the
        Shares prior to vesting, and the restrictions (which may

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        be based on performance criteria, passage of time or other factors or
        any combination thereof) imposed on such Shares and the conditions of
        release or lapse of such restrictions. Except as permitted by Section
        4.4, such restrictions shall not lapse earlier than (i) three (3) years
        after the Award Date in the case of Restricted Stock Awards that have
        restrictions based solely on the passage of time, and (ii) one (1) year
        after the Award Date in the case of Restricted Stock Awards that have
        restrictions based on performance criteria. Stock certificates
        evidencing Restricted Shares shall bear a legend making appropriate
        reference to the restrictions imposed hereunder and shall be held by the
        Corporation or by a third party designated by the Committee until the
        restrictions on such Shares shall have lapsed and the Shares shall have
        vested in accordance with the provisions of the Award and Section 1.7.
        Upon issuance of the Restricted Stock Award, the Participant may be
        required to provide such further assurance and documents as the
        Committee may require to enforce the restrictions."

        2. There shall be added to the Plan a new Section 4.4 as follows:

            "4.4 CERTAIN RESTRICTED STOCK AWARDS.

               "For so long as the Committee is comprised solely of `outside
        directors' under Section 162(m) of the Code and `non-employee directors'
        within the meaning of Rule 16b-3, the Committee shall be authorized to:

                     (i) Notwithstanding Section 4.1, grant Restricted Stock
               Awards that have restrictions that lapse earlier than three (3)
               years after the Award Date in the case of Restricted Stock Awards
               that have restrictions based solely on the passage of time, and
               earlier than one (1) year after the Award Date in the case of
               Restricted Stock Awards that have restrictions based on
               performance criteria, or

                     (ii) Notwithstanding Section 6.5(c), waive any condition of
               or limitation on any Restricted Stock Award,

        provided that the aggregate number of Shares subject to such Restricted
        Stock Awards as to which the Committee exercises such authority does not
        exceed 10% of the total number of Shares authorized to be issued under
        the Plan as of the date the Committee exercises such authority."

        3. Section 6.5(b) is deleted in its entirety and replaced with the
following new Section 6.5(b):

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               "(b) STOCKHOLDER APPROVAL. To the extent then required under
        Sections 162, 422 or 424 of the Code or any other applicable law, or
        deemed necessary or advisable by the Board, any amendment to this Plan
        shall be subject to stockholder approval. In addition, stockholder
        approval shall be required for any and all amendments to the Plan that
        would (i) materially increase the benefits to Participants under the
        Plan, (ii) increase the aggregate number of Shares issuable under the
        Plan, or (iii) modify the requirements as to eligibility to participate
        in the Plan."

        4. Section 6.5(c) is deleted in its entirety and replaced with the
following new Section 6.5(c):

               "(c) AMENDMENTS TO AWARDS. Without limiting any other express
        authority of the Committee under (but subject to) the express limits of
        this Plan, the Committee by agreement or resolution may waive conditions
        of or limitations on Awards to Participants that the Committee in the
        prior exercise of its discretion has imposed, without the consent of a
        Participant, and may make other changes to the terms and conditions of
        Awards that do not affect in any manner materially adverse to the
        Participant, the Participant's rights and benefits under an Award.
        Notwithstanding the foregoing, neither the Committee nor the Board shall
        be authorized to waive any condition of or limitation on any Restricted
        Stock Award, except as permitted by Section 4.4."

        IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Amendment No. 1 as of April 28, 1999.

                                            WYNN'S INTERNATIONAL, INC.



                                            By:      /s/ WENDY K. NISHIKAWA
                                                --------------------------------
                                                            Secretary


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