ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

A)  

On January 16, 2002 an Employment Agreement ("Agreement") was made and entered into by and between Employer and Executive.

B)  

Said Employment Agreement has been amended on ten prior occasions;

C)  

Employer and Executive now desire to further amend the Agreement, as set forth hereinbelow:

1.  

Section 2.1 of the Agreement which provides:

 

2.1

Salary.  For Executive's services hereunder, Employer shall pay as base salary to Executive the amount of $291,312 during each year of the Employment Term.  Said salary shall be payable in equal installments in conformity with Employer's normal payroll period. Executive shall receive such salary increases, if any, as Employer, in its sole discretion, shall determine.

2.1  

Salary.  For Executive's services hereunder, Employer shall pay as base salary to Executive the amount of $297,138 during each year of the Employment Term.  Said salary shall be payable in equal installments in conformity with Employer's normal payroll period. Executive shall receive such salary increases, if any, as Employer, in its sole discretion, shall determine.

2.  

Section 3.1 of the Agreement which provides:

 

3.1

Term. The term of Executive’s employment hereunder shall commence on January 16, 2002 and shall continue until January 31, 2011 unless sooner terminated or extended as hereinafter provided.

3.1  

Term.  The term of Executive’s employment hereunder shall commence on January 16, 2002 and shall continue until January 31, 2012 unless sooner terminated or extended as hereinafter provided.

3.  

All other terms of the Agreement, as amended, shall remain unaltered and fully effective.