AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

1.

Section 5.2(a) is amended by adding the following sentences to the end thereof:

“The payments and benefits under this Section 5.2 is subject to Section 5.4. The timing of payments and benefits under this Section 5.2 is subject to Section 5.9 and Section 5.10 below.”

2.

Section 5.3(a)(i)-(iii) is amended in its entirety to read as follows (for the sake of clarity, subsections (iv)-(vi) and the proviso at the end thereof are unchanged by this Amendment):

(i)

A continuation of the Base Salary for a period (the “Severance Period”) commencing on the date of termination and ending on the third anniversary of the date of termination.

(ii)

Executive shall be eligible to continue to participate during the Severance Period, on the same terms and conditions that would have applied had he remained in the employ of the Company during the Severance Period, in all medical, vision, dental and life insurance plans provided to Executive pursuant to Section 2.2 at the time of such termination and which are provided by the Company to its

employees following the date of termination (“Welfare Plans”). With respect to any continuation of Executive’s insurance coverage under this Section 5.3(a)(ii), the Company may require Executive to elect “COBRA,” and, in such case, the Company will pay that portion of the COBRA premium that the Company pays for active employees with the same coverage for the period that Executive is eligible for COBRA. In lieu of continued participation in the Company’s disability insurance plan, the Company shall make three lump sum payments to Executive, each of which to be in an amount equal to the greater of two times the annualized cost that the Company had paid for Executive’s disability insurance during the year in which the termination occurs and $10,000, for each year during the Severance Period; provided that any subsequent payments that would have been due will cease upon Executive becoming eligible for disability payments with a subsequent employer. The first payment shall be made on the Starting Date (as defined below), but subject to Section 5.3(c), and the second and third payments shall be made (if due) within 30 days after the first and second anniversaries of the date of termination.

(iii)

(A) If the termination of Executive’s employment occurs after the completion of the Company’s fiscal year, but prior to the payment of the bonus for that year contemplated by Section 2.6, Executive shall be entitled to receive the bonus otherwise payable in accordance with such Section (if any) at such time as bonuses are paid generally to executive officers for such year (but in no event later than March 15 of the year following the year for which the bonus is payable); (B) payment by the Company to Executive of a bonus for the fiscal year in which termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such year, but no later than March 15 of the year following the year in which Executive’s employment terminates, the amount (the “Prior Bonus Payment”) of which to be the greater of (y) the bonus paid by the Company to the Executive for the fiscal year immediately prior to the date of termination (if any) and (z) the average of the bonus payments paid for the three years immediately prior to the date of termination and (C) payment by the Company to Executive of a bonus for the two years following the fiscal year in which the termination of employment occurs payable at such time as bonuses

are paid generally to executive officers for such years, but, in each case, in no event later than December 31 of the year following the year to which such bonus relates, the amount of each bonus being equal to the Prior Bonus Payment.”