AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT is executed as of November 21, 1996 by CLIFFORD L. REYNOLDS ("Executive") and D.I.Y HOME WAREHOUSE, INC., an Ohio...

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                                 EXHIBIT 10.51

















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                               AMENDMENT NO. 1 TO
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT is
executed as of November 21, 1996 by XXXXXXXX X. XXXXXXXX ("Executive") and D.I.Y
HOME WAREHOUSE, INC., an Ohio corporation (the "Company").

         WHEREAS, Executive and the Company are parties to a certain Amended and
Restated Employment Agreement dated as of January 1, 1995 (the "Agreement"); and

         WHEREAS, the parties desire to amend the Agreement to correct certain
typographical errors and ensure that the Agreement is the same as similar
agreements with other executives of the Company.

         THE PARTIES AGREE AS FOLLOWS:

         1. Section 7(b)(ii) of the Agreement is hereby amended to read, in its
entirety, as follows:

                  (ii) if Executive's employment is terminated pursuant to the
         provisions of subsection 5(a)(iii) or subsection 5(a)(iv), and the
         Company, in its sole and absolute discretion, continues to pay
         Executive his base salary in the amount and manner set forth in
         subsection 2(a) above and provide Executive with the same medical and
         insurance benefits, but no other fringe benefits, which it provided to
         Executive under this Agreement immediately prior to the actual
         termination date, the period commencing on the Effective Date and
         ending on the first to occur of (1) the date the Company ceases to pay
         Executive such base salary or provide Executive such medical and
         insurance benefits, or (2) the fifth anniversary of the Effective Date;

         2. Section 8 of the Agreement is amended to provide that the required
copy for notices sent to Executive shall be sent to:

                           Xxxxxxx, Carton & Xxxxxxx
                           Quaker Tower
                           000 Xxxxx Xxxxx Xxxxxx
                           Xxxxxxx, XX 00000
                           Attn:  Xxxxx X. Xxxx

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         3. As modified above, the Agreement shall continue in full force and
effect, and is hereby ratified and confirmed. This Amendment No. 1 may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.

         IN WITNESS WHEREOF the undersigned have executed this Amendment No. 1
as of the date set forth above.





                                         /s/ Xxxxxxxx X. Xxxxxxxx
                                         ------------------------ 
                                             XXXXXXXX X. XXXXXXXX



                                         D.I.Y. HOME WAREHOUSE, INC.



                                       By: /s/ Xxxx X. Xxx
                                           ----------------------
                                           Xxxx X. Xxx, Chairman of the Board

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