PC GROUP, INC. 419 Park Avenue South New York, NY 10016

March 21, 2011

Mr. W. Gray Hudkins

President and Chief Executive Officer

PC Group, Inc.

419 Park Avenue South

New York, NY 10016

Dear Gray:

In recognition and confirmation of your agreement to forego $200,000 of the $300,000 base compensation for fiscal year 2011 to which you are entitled under your Employment Agreement, dated as of October 1, 2007 (the “Employment Agreement”), between you and PC Group, Inc. (the “Company”), this letter confirms the Company’s agreement to waive for 2011 the requirement of Section 2(a) of the Employment Agreement that you devote your “full business time and energies to the business and affairs of the Company”.  Instead, during 2011, you agree to devote such business time and energies to the business and affairs of the Company as the Company and you shall agree upon, from time to time, as necessary and appropriate.  In all other respects, the Employment Agreement shall remain in full force and effect.  This letter is made and executed and shall be governed by the laws of the State of New York, without regard to the conflicts of laws principles thereof.

 

 

 

AGREED TO AND ACCEPTED BY:

By:  /s/ W. Gray Hudkins

DATE: March 21, 2011