AMENDMENT 1

Exhibit 10.9

AMENDMENT 1

This Amendment 1, dated March 29, 2006 is an amendment to the EMPLOYMENT AGREEMENT (the “Agreement”), dated June 14, 2004 by and between XXXXXX ELECTRONICS CORPORATION (the “Company”), a New York corporation, and XXXXXXX X. XXXXXX (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company wishes to postpone the executive’s calendar year 2004 and 2005 until such time that the Company has positive cash flows and payment of such bonus would not cause the Company to receive a “going concern” audit opinion for the Company’s financial statements;

WHEREAS, the Executive is in agreement to this postponement for the benefit of the Company.

1. Postponed Bonus Payment

Section 1 of Amendment 1 replaces Section 4(b) for the years ending December 31, 2004 and 2005.

(a) The Company shall pay the Executive a bonus of not less than one hundred thousand dollars ($100,000) payable when the Company has positive cash flows and such payment would not cause the Company to receive a “going concern” audit opinion for the Company’s financial statements, as determined by the Board of Directors in its sole discretion. This bonus may be payable in lump sum or over time as determined by the Board of Directors in its sole discretion and consistent with the intent of the Amendment 1.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

XXXXXX ELECTRONICS CORPORATION
By:		/s/ Xxxx X. Xxxxx
Name:		Xxxx X. Xxxxx
Title:		Director
By:		/s/ Xxxxx Xxxxx
Name:		Xxxxx Xxxxx
Title:		Director
By:		/s/ Xxxxxx X. Xxxxxxxxx
Name:		Xxxxxx X. Xxxxxxxxx
Title:		Director
By:		/s/ Xxxxxxxx X. Xxxxx
Name:		Xxxxxxxx X. Xxxxx
Title:		Director
By:		/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx J. Xxxxxx