·	Section 1 shall be amended as follows:  “Employment.  Effective November 3, 2009, the Company shall employ Executive as Chief Executive Officer (the “CEO”) of the Company, and Executive hereby accepts such employment, on the terms and conditions herein set forth.”

·

Section 3 shall be amended as follows: “Position and Duties.  Effective November 3, 2009, and during the remainder of the Employment Period, Executive shall serve as CEO and shall report to the Board of Directors of the Company (the “Board”).  Executive shall have those powers and duties normally associated with the position of CEO of entities comparable to the Company and such other powers and duties as may be prescribed by the Board; provided that, such other powers and duties are consistent with Executive’s position as CEO and do not violate any applicable laws or regulations.  Executive shall devote all of his working time, attention and energies to the performance of his duties for the Company; provided, however, that Executive may, if he so desires, serve as a Director of two additional companies, but only to the extent that such service does not materially interfere with his duties hereunder.  During the Employment Period the Board shall nominate Executive for election to the Board by the Company’s shareholders.  The failure of Executive to be elected as a member of the Board shall be a breach of this Agreement and shall give Executive Good Reason (as defined below) to terminate his employment hereunder. Nomination to serve as a Director subsequent to the conclusion of the Employment Period shall be at the discretion of the Board or any Committee thereof.

·	The appointment of Edward J. O’Leary as President shall not constitute Good Cause, as such term is defined under Section 6(d)(ii)..

/s/ John P. Reilly

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