EXHIBIT (d)(10)



                               Amendment No. 1 to
                     Subscription and Contribution Agreement
                     ---------------------------------------


                  THIS AMENDMENT No. 1 (this "AMENDMENT") to the SUBSCRIPTION
AND CONTRIBUTION AGREEMENT, dated as of March 26, 2001 (the "AGREEMENT"), by and
between LF ACQUISITION, LLC, a Delaware limited liability company formerly know
as LF Acquisition Co. (the "COMPANY"), and WARREN T. WISHART (the "CONTRIBUTING
SHAREHOLDER" and, together with the Company, the "PARTIES") is made as of April
27, 2001 by the Parties. All capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the
Agreement.

                  WHEREAS, the Agreement provides that the Contributing
Shareholder will contribute the Contributed Shares to the Company, and the
Company will issue to the Contributing Shareholder an equal number of shares of
common stock, par value $.01 per share, of the Company in exchange for the
Contributed Shares; and

                  WHEREAS, the Parties desire to amend the Agreement to provide
that in exchange for the Contributed Shares, the Company will issue an equal
number of limited liability company interests in the Company;

                  NOW, THEREFORE, the Agreement is hereby amended as follows:

                  1.       DEFINITION OF EXCHANGE SHARES.  The third WHEREAS
clause is hereby amended in its entirety to read as follows:

                  "WHEREAS, the Contributing Shareholder has agreed to
                  contribute the Contributed Shares to the Company, and the
                  Company has agreed to issue to the Contributing Shareholder an
                  equal number of limited liability company interests of the
                  Company (the "EXCHANGE SHARES") in exchange for the
                  Contributed Shares (the "CONTRIBUTION")."

                  2.       AGREEMENT.  Except as otherwise expressly provided
herein, all of the terms and conditions of the Partnership Agreement are hereby
ratified and shall remain unchanged and continue in full force and effect.

                  3.       COUNTERPARTS.  This Amendment may be executed in one
or more counterparts, each of which shall be deemed an original and all of which
taken together shall constitute one and the same instrument.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                  IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Agreement on the date first above written.


                               LF ACQUISITION, LLC



                               By:       /s/ Jeanette Welsh
                                   ------------------------------------
                                   Name:  Jeanette Welsh
                                   Title: Vice President and Secretary




                                          /s/ Warren T. Wishart
                                   ------------------------------------
                                              Warren T. Wishart