INDEPENDENT CONTRACTOR AGREEMENT

<PAGE>

                                                                   Page 50 of 55

                                  EXHIBIT 10-34

                        INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT made as of May 3, 2004 by and between Genesee Corporation, a New

York corporation with offices at 16 West Main Street, Rochester, New York 14614

("Genesee"), and Steven M. Morse, CPA, d/b/a Concorde Accounting and Tax

Services, with offices at 11 Fiddlers Hollow, Penfield, New York ("Concorde").

                                   WITNESSETH:

WHEREAS, Genesee is in need of professional tax and accounting services from an

independent contractor; and

WHEREAS, the Concorde desires to provide professional tax and accounting

services as an independent contractor to Genesee

NOW, THEREFORE, for and in consideration of this Agreement's mutual covenants,

the parties, each intending to be legally bound, agree as follows:

Section 1. Engagement as Independent Contractor. Genesee engages Concorde, and

Concorde accepts engagement with Genesee as an independent contractor to render

professional tax and accounting services and other related services to Genesee

at times and places as Concorde may from time to time determine. It is agreed

that, in the performance of services under this Agreement, Concorde shall at all

times act as an independent contractor with respect to Genesee, and not as an

employee or agent of Genesee. Nothing contained in this Agreement shall be

construed to create a joint venture, partnership, association, or other

affiliation between the parties, it being specifically agreed that the

relationship is and shall remain that of independent parties to a contractual

relationship as set forth in this Agreement. Genesee shall neither have nor

exercise any specific control or direction over the particular methods by which

Concorde shall perform the services required by this Agreement. Neither party

shall be liable for the debts or obligations of the other. Concorde shall not

have any clai