I.C.H. CORPORATION SECOND AMENDED AND RESTATEDEMPLOYMENT AGREEMENT JOHN A. BICKS

                           (c)         Location/Travel.  Executive shall work at ICH's offices in New York, New York.  Executive shall not be required to relocate from the New York City area during the Employment Period.

             2.          Compensation.  Subject to the provisions of Section 7 hereof, the Companies shall each be responsible and have joint and several liability for all compensation and benefits owed to Executive under this Agreement.  A reference to an ICH plan, program, obligation or commitment shall also be considered an obligation or commitment of each of the other Companies but shall not result in duplicate benefits being paid or provided to Executive.

                           (a)         Salary.  Executive shall receive an annual base salary of Three Hundred Thousand Dollars ($300,000).  The annual base salary payable to Executive pursuant to this Section 2(a), which may be increased but not decreased by the ICH Board or the Compensation Committee of the ICH Board , shall be hereinafter referred to as the "Annual Base Salary" (it being understood that if and when such Annual Base Salary is increased, it may not be subsequently decreased below such new Annual Base Salary).

                           (b)        Annual Bonus.

                                        (i)          Executive shall be entitled to receive an annual cash bonus, hereinafter referred to as the "Annual Bonus," based upon the performance of ICH and Executive as determined by the ICH Board.  The target Annual Bonus payable to Executive for each fiscal year shall be an amount equal to at least forty percent (40%) of Executive’s Annual Base Salary for such year.

                                        (ii)         Executive’s Annual Bonus shall be paid to Executive no later than forty five (45) days following the end of the period for which the bonus is being paid.

                           (c)         Reimbursement of Business Expenses.  ICH shall reimburse Executive for all reasonable out-of-pocket expenses incurred by him during the Employment Period, including, but not limited to, all reasonable travel and entertainment expenses.  Executive may only obtain reimbursement under this Section 2(c) upon submission of such receipts and records as may be required under the reimbursement policies established by ICH.

                           (d)        Additional Benefits; General Rights.  During the Employment Period, Executive shall be entitled to:

                                        (i)          participate in all employee stock option, pension, savings, and other similar benefit plans of ICH and/or such other plans or programs of the other Companies as ICH may designate from time to time;

                                        (ii)         participate in all welfare plans established by ICH such as life insurance, medical, dental, disability, and business travel accident plans and programs and/or such other plan or programs of the other Companies as ICH may designate from time to time.  In addition, ICH shall reimburse Executive for (i) any premium costs Executive may incur with respect to the health insurance plan currently maintained by ICH (and which may be maintained by ICH from time to time) in which Executive (and his spouse and children) participates and (ii) for all other medical and dental expenses not covered by any medical or dental plan in which Executive (and his spouse and children) participates, including, without limitation, deductibles and out of pocket expenses;

                                        (iii)        reimbursement from ICH for any premium costs associated with the life insurance policy in the face amount of Two Million Dollars ($2,000,000) issued by Security Connecticut Life Insurance Company and currently owned by Executive; provided, that such reimbursement shall not exceed Seventy-Five Hundred Dollars ($7,500) per year;

                                        (iv)       a minimum Four Hundred Dollars ($400) per month parking/transportation allowance;

                                        (v)        four (4) weeks paid vacation per year; and

                                        (vi)       any other benefits provided by ICH to its executive officers.

                           (e)         Withholding.  ICH and/or the other Companies, as the case may be, shall deduct from all compensation paid to Executive under this Agreement, any Federal, State or city withholding taxes, social security contributions and any other amounts which may be required to be deducted or withheld by the Companies pursuant to Federal, State or city laws, rules or regulations.

             3.          Option Grant.

                           (a)         (i)          Executive has received options issued pursuant to ICH’s 1997 Employee Stock Option Plan, as amended (the "Stock Option Plan") as follows:

The terms and conditions of each option grant set forth above are memorialized in  written option grant agreements between ICH and Executive dated the dates thereof.  Such 1998 Options, 1999 Options and 2000 Options plus any additional options granted to Executive in the future (collectively referred to herein as the "Options") shall expire on the tenth anniversary of each respective grant date.

                                        (ii)         The Options were and are intended to qualify as incentive stock options within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that to the extent that any Options do not satisfy the requirements of Section 422(b) of the Code either at the time of grant or before or after exercise, including, without limitation, upon disposition of the underlying stock acquired by the exercise of Options prior to the requisite holding period, they shall be treated as non-qualified stock options.

                           (b)        In the event that Executive incurs taxable income as a result of any or all of his Options being treated as non-qualified options (i.e. Options have been exercised and the requirements of Section 422(b) of the Code have not been or are no longer met) (the "Taxable Event") as soon as practicable after a determination by ICH and Executive that the Options are non-qualified and a Taxable Event has occurred, ICH shall make an additional single sum cash payment to Executive in an amount equal to thirty percent (30%) of Executive’s taxable income resulting from the Taxable Event.  Such payment shall only be made in the event Executive’s employment with ICH has not terminated for Cause within the meaning of Section 4(a)(i) of this Agreement.

                           (c)         Notwithstanding any provisions in an Option grant agreement to the contrary, upon termination of his employment for any reason, Executive shall have the right to exercise his Options at any time through the tenth anniversary of the grant date of such Options.  Executive understands that the effect of exercising any incentive stock options on a day that is more than ninety (90) days after the date of termination of employment (or, in the case of a termination of employment on account of death or disability, on a day that is more than one (1) year after the date of such termination) shall be to cause such incentive stock options to be treated as non-qualified stock options.

                           (d)        In the event ICH issues additional shares of Common Stock and/or any class of stock convertible into Common Stock and/or any other security convertible into Common Stock (including, without limitation, options and warrants which may be granted to individuals or entities other than employees and directors but excluding (i) the exercise of any currently outstanding options or warrants, (ii) any future grants of options, but only to the extent such grants relate to shares of Common Stock currently authorized to be granted under the Stock Option Plan or the ICH 1997 Director Stock Option Plan (collectively, the "Option Plans") (i.e. any options that may be granted by virtue of an increase in the number of shares of Common Stock currently authorized under the Option Plans shall not be excluded) and (iii) the exercise of any of such options) at any time during the Employment Period and prior to Executive’s termination of employment and in connection with a public or private equity offering or in connection with an acquisition (the "Issuance"), Executive shall be granted additional stock options and/or provided with a loan to purchase Common Stock, as determined by the ICH Board, in an amount equal to three and one-half percent (3.5%) of the number of shares issued pursuant to such Issuance.  The foregoing notwithstanding, in the event ICH repurchases any shares of Common Stock, stock convertible into shares of Common Stock and/or any other security convertible into shares of Common Stock, the anti-dilution provisions set forth in this Section 3(d) shall not apply until an equal number of such shares of Common Stock, stock convertible into shares of Common Stock and/or other securities convertible into shares of Common Stock are first reissued by ICH.  In addition, equitable adjustments shall be made to such anti-dilution provisions in the event ICH effectuates a stock split, reverse stock split, stock dividend or other recapitalization transaction.

                           (e)         To the extent any Options are not vested upon a "Change in Control" of ICH, such unvested Options shall become fully vested and immediately exercisable upon a "Change in Control" of ICH (whether or not such Change in Control is approved of by the Continuing Directors of ICH (as defined in the Rights Agreement between ICH and Mid-America Bank of Louisville and Trust Company dated as of February 19, 1997 and amended as of February 10, 1998)).  A "Change in Control" of ICH shall be deemed to have occurred upon the happening of any of the following events:

                                        (i)  approval by the ICH Board or stockholders of ICH of a transaction that would result in the reorganization, merger, or consolidation of ICH with one or more other "Persons" within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act"), other than a transaction following which:

                                                     (A)  at least seventy-one percent (71%) of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by Persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least seventy-one percent (71%) of the outstanding equity ownership interests in ICH; and

                                                     (B)  at least seventy-one percent (71%) of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by Persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least seventy-one percent (71%) of the securities entitled to vote generally in the election of directors of ICH;

                                        (ii)  the acquisition of all or substantially all of the assets of ICH or Sybra;

                                        (iii)  a complete liquidation or dissolution of ICH or Sybra, or approval by the stockholders of ICH or Sybra of a plan for such liquidation or dissolution of ICH or Sybra, respectively;

                                        (iv)  the occurrence of any event in the nature of an event described in this Section 3(e) if, immediately following such event, at least seventy-five percent (75%) of the members of the ICH Board do not belong to any of the following groups:

                                                     (A)  individuals who were members of the ICH Board on the date of this Agreement; or

                                                     (B)  individuals who first became members of the ICH Board after the date of this Agreement either:

             (f)         In the event of a conflict between the terms of any Option grant agreement or the Stock Option Plan and this Agreement, the terms of this Agreement shall control.

                           (a)         Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

             5.          Payments Upon Termination.

                           (a)         Without Cause, for Good Reason, Death or Disability.  If Executive's employment is terminated by any of the Companies without Cause (pursuant to Section 4(a)(v)), by Executive for Good Reason (pursuant to Section 4(a)(iv)), due to death of Executive (pursuant to Section 4(a)(ii)), or by any of the Companies due to Executive’s Disability (pursuant to Section 4(a)(iii)), Executive, or in the case of Executive’s Death or Disability, Executive’s legal representative estate or beneficiaries, as the case may be, shall be entitled to receive from the Companies (i) a lump sum payment in an aggregate amount equal to three (3) times the sum of (A) then current Annual Base Salary and (B) the average of all bonuses, including, without limitation, Executive's Annual Bonus, earned by or paid to Executive during the two (2) immediately preceding full fiscal years of employment ending prior to the date of termination (the "Severance Payment"); (ii) any bonuses which have been earned but not been paid prior to such termination ("Prior Bonus Payment") and (iii) reimbursement of expenses incurred prior to date of termination (the "Expense Reimbursement").  The aforesaid amounts shall be payable in cash without discount for early payment, at the option of Executive, either in full immediately upon such termination or monthly over the Unexpired Employment Period (the "Payment Election").  In addition, (x) Executive's fringe benefits specified in Section 2 shall continue through the end of the Unexpired Employment Period, provided, however, that such benefits which may not continue pursuant to law, such as participation in a qualified pension plan, shall terminate on the date of termination and further provided, that Executive shall be entitled to COBRA continuation coverage and to continue the applicable life insurance policies thereafter, at his cost ("Fringe Benefit Continuation); and (y) all outstanding Options which are not vested as of the date of termination, if any, shall upon such date of termination vest and become immediately exercisable in accordance with the terms of the Option grant agreements and this Agreement ("Vested Options").

                           In the event Executive terminates his employment within the six month period on or immediately following a Change in Control which constitutes a termination for Good Reason under this Agreement pursuant to Section 4(a)(iv)(C), Executive shall be entitled to receive from the Companies an additional lump sum cash payment in an amount sufficient to pay any excise taxes which may be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) plus any excise or income tax liability on the gross up payment itself so that on a net after tax basis Executive shall be in the same position as if the excise tax under Section 4999 of the Code (or any successor provisions) had not been imposed.

                           In the event Executive is terminated by any of the Companies without Cause or due to Executive’s Disability, or Executive terminates his employment with the Companies for Good Reason, Executive shall have no duty to mitigate the amount of the payment received pursuant to this Section 5(a), it being understood that Executive's acceptance of other employment shall not reduce ICH’s or the other Companies’ obligations hereunder.

                           (b)        Termination With Cause or Voluntary Quit.  If any of the Companies terminates Executive's employment for Cause (pursuant to Section 4(a)(i)) or in the event Executive voluntarily terminates his employment without Good Reason (pursuant to Section 4(a)(vi)) ("Voluntary Quit"), Executive shall be entitled to his Annual Base Salary through the date of the termination of such employment and Executive shall be entitled to any bonuses which have been earned but not paid prior to such termination.  Executive shall not be entitled to any other bonuses.  Executive's additional benefits specified in Section 2 shall terminate at the time of such termination.  Additionally, Executive shall be entitled to all Options that have vested as of the date of such termination.  All outstanding Options, if any, which have not vested as of date of such termination shall be forfeited, and if the termination is for Cause, no further payments pursuant to Section 3(b) shall be made to Executive.

                           (c)         Termination by any of the Companies Upon Change in Control.  If any of the Companies terminates Executive’s employment for any reason in connection with a Change in Control which is not approved by the Continuing Directors of ICH, Executive shall receive from the Companies in one lump sum, payable on the consummation of the Change in Control an amount equal to the Severance Payment, the Prior Bonus Payment and the Expense Reimbursement.  The aforesaid amount shall be payable in cash without discount for early payment on the consummation of such Change in Control.  Executive shall be entitled to his Vested Options and Executive (and his spouse and children) shall be entitled to Fringe Benefit Continuation.  In addition to the aforesaid cash payment, the Companies shall pay Executive, on the consummation of the Change in Control, in one lump sum, a cash payment  in an amount sufficient to pay any excise taxes which may be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) plus any excise or income tax liability on the gross up payment itself so that on a net after tax basis Executive shall be the same as if the excise tax under Section 4999 of the Code (or any successor provisions) had not been imposed.

                           In the event Executive is terminated by any of the Companies in connection with a Change in Control which is not approved by the Continuing Directors of ICH, Executive shall have no duty to mitigate the amount of the payment received pursuant to this Section 5(c), it being understood that Executive's acceptance of other employment shall not reduce the Companies obligations hereunder.

                           (d)        Vesting Trust.  At Executive’s option, the Companies shall establish a vesting trust into which the Companies shall, to the extent economically feasible, contribute and/or pledge assets to secure their severance obligations to Executive under this Agreement.

             6.          Successors and Assigns.

                           (a)         This Agreement shall be binding upon and inure to the benefit of ICH, its successors and assigns.  ICH shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all its assets to expressly assume and agree to perform this Agreement in the same manner and to the same extent ICH would be required to perform if no such succession had taken place.