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EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This
Amendment to Employment Agreement (this "Agreement"), dated as
of
August 12, 2008 and effective as of March 5, 2008 (the "Amendment
Date"), is
between ESCALA GROUP, INC., a Delaware corporation (the "Company"),
and CAROL
MELTZER, an individual ("Executive").
WHEREAS, the Company and Executive are parties to an Amended and
Restated
Employment Agreement, dated as of December 5, 2006 (the "Original
Agreement"),
pursuant to which Executive has been employed by the Company as its
General
Counsel and Executive Vice President;
WHEREAS, the parties desire to amend the Original Agreement.
NOW,
THEREFORE, the parties agree as follows:
1.
Effective as of the Amendment Date, the last sentence of paragraph
(a)
of Section 2 ("Employment") of the Original Agreement is hereby
amended to read
as follows:
"Executive shall serve as the General Counsel, Chief
Administrative
Officer and Executive Vice President of the Company, and shall
report
to the Chief Executive Officer and Board of Directors of the C
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