EMPLOYMENT AGREEMENT

                                                                 EXHIBIT 10.46.1

                                     REVISED

                                    EXHIBIT A

                                       To

                              EMPLOYMENT AGREEMENT

                            Dated as of March 1, 2003

    Name:                                              Xxxxx Xxxxxxxx

    End of Term:                                       February 28, 2007

    Revised Base Compensation:                         $1,250,000

    Effective Date of Revisions:                       January 15, 2004

    Date:                                              January 29, 2004

XXXXX X. XXXXXXXX                             FEDERATED CORPORATE SERVICES, INC.

/s/ Xxxxx X. Xxxxxxxx                         /s/ Xxxxxx X. Xxxxxxxxx
---------------------------                   ----------------------------------
                                              President