EXTENDED AND RESTATED EMPLOYMENT AGREEMENT

The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, on the terms and conditions set forth herein.

The term of employment (the “Term”) of the Executive by the Company hereunder commenced on the January 1, 2002 and shall end on January 1, 2008, subject to early termination at the option of the Employee in the event of any of the following events:

a.      Upon a “Change of Control” of the Company, which for purposes of this Agreement shall mean any of the following occurring after January 1, 2005: (i) any person or group of persons (within the meaning of the Securities Exchange Act of 1934,) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934,) of 20% or more of the issued and outstanding shares of capital stock of Company having the right to vote for the election of Directors of Company under ordinary circumstances; (ii) more than 25% of the assets of the Company are sold in a transaction or series of related transactions; (iii) the Company shall merge with any other person or firm; (iv) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the board of directors of Company (together with any new directors whose election by the board of directors of Company or whose nomination for election by the Stockholders of Company was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of such period or whose election or nomination for election was previously so approved cease) for any reason other than death or disability to constitute a majority of the Directors then in office; (v) St. James Capital Corp. ceases to be the general partner, managing partner or otherwise ceases to be in control of St. James Capital Partners, LP; or (vi) SJMB, L.L.C. ceases to be the general partner, managing partner or otherwise ceases to be in control of SJMB, LP.

b.      Should the Executive not be re-elected to the board of directors of the Company at any shareholders’ meeting, or should the Executive be required to resign pursuant to the Bylaws of the Company.

The Executive shall serve as President, Chief Executive Officer, and a Director of the Company, and shall have such responsibilities and authority consistent with those positions as may, from time to time, be assigned to the Executive by the board of directors of the Company. The Executive shall devote substantially all his working time and efforts to the business and affairs of the Company.

Executive shall be based at the principal executive office of the Company, which is located in Columbus, Mississippi.

a.      Salary. During the period of the Executive’s employment hereunder, the Company shall pay to the Executive a base salary at a rate of not less that $350,000 per annum in equal monthly or other installments.

b.      Quarterly Bonus . During the period of the Executive’s employment hereunder, should the Company achieve, during any calendar quarter, a 20% EBITDA margin, defined as the ratio of EBITDA to total sales, the Executive shall be paid a bonus of 1% of the Company’s EBITDA during such quarter. Such bonus shall be payable within ten (10) days after filing of the Company’s form 10-Q for the quarter.

c.      [This section deleted by January 1, 2005 extension]

d.      Expenses. The Company shall reimburse Executive for all normal, usual and necessary expenses incurred by Executive in furtherance of the business and affairs of the Company upon receipt by the Company of appropriate receipts, vouchers or other proof of the Executive’s expenditures and otherwise in accordance with such expense reimbursement policy as may, from time to time, be adopted by the board of directors of the Company.

e.      Other Benefits. The Company shall maintain in full force and effect, and the Executive shall be entitled to participate in, all of its employee benefit plans and arrangements in effect on the date hereof or plans or arrangements providing the Executive with at least equivalent benefits thereunder (including, without limitation, each pension and retirement plan and arrangement, supplemental pension and retirement plan and agreement, stock option plan, life insurance and health and accident plan and arrangement, medical insurance plan, disability plan, survivor income plan, relocation plan and vacation plan). The Company shall not make any changes in such plans or arrangements which would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Executive as compared with any other executive of the Company. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to paragraph (a) of this Section.

f.      Vacation. The Executive shall be entitled to vacation in accordance with the Company’s existing policies. The Executive shall also be entitled to all paid holidays given by the Company to its executives.

g.      Services Furnished. The Company shall furnish the Executive with office space, stenographic assistance and such other facilities and services as shall be suitable to the Executive’s position and adequate for the performance of his duties as set forth in Section 3 hereof.

h.      Options; Options and Share Purchase. By this and prior agreements and actions, the Company has granted to the Executive the right and option to purchase shares of the Company’s common stock pursuant to var