AMENDED EMPLOYMENT AGREEMENT

1.

EMPLOYMENT: The Employer agrees to employ the Executive to perform services for the Employer and the Executive agrees to serve the Employer upon the terms and conditions herein provided. The Executive agrees to perform such managerial duties and responsibilities as shall be assigned to him/her by the Board of Directors of the Employer, which duties and responsibilities shall be of substantially the same character to those required by his/her assigned office and functions on the date of this Agreement. The Executive shall devote his/her time and attention on a full-time basis to the discharge of the duties undertaken by him/her hereunder.

(a)

TERM OF EMPLOYMENT. Term of Employment hereunder shall be from January 1, 2004 to and including the first to occur of (i) except as otherwise provided in Section 2 and 3 hereof, January 1, 2005, (ii) except as provided in paragraph (d) of this Section 1, the Executive’s disability; provided further that this Agreement shall automatically be extended for an additional one year period on each January 1 unless at least 60 days prior to January 1, the Employer or the Employee shall give advance written notice of non-renewal to the other.

(b)

COMPENSATION. During the term of employment hereunder, the Executive shall receive for his/her services a basic salary and incentive or bonus compensation in amounts determined by the Employer’s Board of Directors or an appropriate committee of the Employer in accordance with the salary administration program of the Employer as the same may from time to time be in effect, but in no event shall such base salary be less than the Executive’s base salary at the date hereof.

(c)

BENEFITS. The Executive shall be eligible for participation in any additional plans, programs or forms of compensation or benefits that the Employer’s Board of Directors might hereinafter provide to the class of employees that includes the Executive.

(d)

DISABILITY. In the event of physical or mental disability of the Executive by reason of which the Executive is unable to perform the duties of his/her employment hereunder, with or without reasonable accommodation, the Employer shall continue to pay or provide to the Executive the compensation and benefits provided under Paragraphs (b) and (c) of this Section 2 for the first six months of such disability. If, however, the disability continues beyond such six-month period, the employer may, at

its election terminate the Executive’s employment under this Agreement, in which case the Executive shall receive any disability benefits payable under the Employer’s plans in effect at that time. Notwithstanding the foregoing, if the Executive takes a leave of absence due to disability, for purposes of this Agreement, the Executive’s employment will terminate at such time as the Executive’s leave of absence would be considered a separation from service under Treasury Regulation § 1.409A-1(h)(1).

(e)

DEATH. In the event that the Executive’s death should occur during the term of this Agreement, this Agreement shall terminate. The Executive and his/her estate or beneficiaries, as the case may be, shall be entitled only to any and all retirement or death benefits payable under the Employer’s plans in effect at that time and no further compensation will be paid under this Agreement.

2.

TERMINATION:

(a)

TERMINATION BY THE EMPLOYER. Nothing herein contained shall prevent the Employer from terminating the services of the Executive at any time prior to the expiration of this Agreement.

(i)

If such termination is effective prior to the time “a change in control” (as defined in paragraph (b) of this Section 2) occurs with respect to either the Employer or the Holding Company, and prior to the time the Employer or the Holding Company enters into negotiations which result in such change of control, then unless the termination is “for good cause” as hereinafter defined, the Employer shall pay the Executive a termination allowance in 12 equal monthly payments commencing on the last day of the month in which the date of actual termination occurs, the total amount of which will equal the base salary plus director’s fees, if any, but not including any bonuses paid to the Executive by the Employer in the 12 months next preceding the Notice of Termination. Notwithstanding the foregoing, if the Executive is a Key Employee on the Date of Termination, the termination allowance shall not commence until the first day of the seventh month following the Date of Termination, and the first payment shall include the first six months of termination allowance payments. Except as provided in this paragraph 2(a)(i), upon the termination herein described, the compensation and benefits of the Executive will cease as of the Date of Termination as defined in paragraph 2(d).

(ii)

Termination of employment “for good cause” means a dismissal of the Executive because of (i) the material failure of the Executive, after written notice, for reasons other than disability, to render services to the Employer as provided herein, (ii) the Executive’s gross or willful neglect of duty, or (iii) illegal or intentional acts by the Executive demonstrating bad faith toward the Employer. If the Employer shall terminate the Executive’s employment for good cause, the Executive shall be entitled only to receive his/her base salary in respect of services performed through the Date of Termination.

(b)

TERMINATION BY THE EXECUTIVE. The Executive shall be entitled to terminate his/her employment for good reason, in which event the Employer shall be obligated to pay the Executive and furnish him/her the benefits provided in Section 3 hereof. By way of illustration and not limitation, the following circumstances shall constitute “good reason”:

(i)

the Executive is assigned any duties or responsibilities that are inconsistent with his/her positions, duties, responsibilities and status with Employer in effect at the date of this Agreement;

(ii)

the