INTRODUCTION

                                                                 Exhibit 10.1(c)
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                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

         This Agreement (the "Amendment") is a Third Amendment to the Employment
Agreement dated September 1, 1999 and as amended by the First Amendment to the
Employment Agreement dated March 6, 2002 and by the Second Amendment dated May
1, 2003 (as amended, the "Agreement") by and between X.X. Xxxxxxx (the
"Executive") and Xxxxx, Inc. (the "Company") which the parties have made and
entered into as of the 1st day of October, 2003.

                                  INTRODUCTION

         WHEREAS, the Executive and the Company are parties to the Agreement
pursuant to which the Company offered employment to the Executive and the
Executive accepted such offer of employment on the terms set forth in the
Agreement;
         WHEREAS, the Company and the Executive have mutually agreed on certain
changes in the Executive's perquisites and other benefits;

         WHEREAS, prior to November 1, 2003, the Company provided the Executive
with participation in a split-dollar life insurance policy under the
C1arklBardes, Inc. Execu-flex Benefit Plan (the "Execu-flex Plan");

         WHEREAS, due to tax and regulatory issues, the Company will no longer
sponsor such split-dollar life insurance as part of the Execu-flex Plan; and

         WHEREAS, in exchange for the split-dollar life insurance benefit under
the Execu-flex Plan, the Company will pay an annual sum to the Executive of
$6,250.

         NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual
covenants set forth herein, the Company and the Executive hereby agree as
follows:

                               TERMS OF AMENDMENT

         1.       Section 5 shall be amended by adding the following subsection
                  (e):

                  The Company shall pay the Executive during the remaining term
                  of this Agreement, an annual amount of Six Thousand Two
                  Hundred and Fifty dollars ($6,250) payable on or about
                  November 1 of each year to be used to fund employee benefits
                  at the Executive's discretion.

         2.       This Amendment shall be attached to and form a part of the
                  Agreement between the Executive and the Company. Except as
                  modified by the Amendment, the Agreement shall remain in full
                  force and effect without modification. This Amendment may be
                  executed in one or more counterparts, all of which taken
                  together shall constitute one and the same instrument.





         IN WITNESS WHEREOF, X.X. XXXXXXX AND XXXXX, INC. HAVE DULY ACKNOWLEDGED
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED SEPTEMBER 1, 1999, AS AMENDED,
AND ACKNOWLEDGE THAT EACH PARTY HAS READ, UNDERSTANDS AND ACCEPTS THE CONTENTS
OF THIS AMENDMENT, AND THAT EACH PARTY HAS EXECUTED THIS AMENDMENT EFFECTIVE AS
OF THE DATE FIRST WRITTEN ABOVE.


X.X. XXXXXXX                                 XXXXX, INC.

/s/ X.X. Xxxxxxx                             By: /s/ Xxxxxx X. Xxxx
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X.X. XXXXXXX

                                             Its: Chief Operating Officer
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Date
                                             10/23/03
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                                             Date


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