Exhibit 10.3 As of March 10, 1998 Mr. John L. Barnes, Jr. 31 Old Redding Road Weston, CT 06883 Dear Jack: This will serve to amend your employment agreement dated as of April 29, 1996, and confirm that as of March 10, 1998, you have been promoted from...

                                                                  Exhibit 10.3








                                        As of March 10, 1998



Xx. Xxxx X. Xxxxxx, Xx.
00 Xxx Xxxxxxx Xxxx
Xxxxxx, XX  00000

Dear Xxxx:

      This will serve to amend your  employment  agreement dated as of April 29,
1996,  and confirm that as of March 10, 1998, you have been promoted from Senior
Vice President and Chief Financial Officer to Executive Vice President and Chief
Financial  Officer.  Accordingly,  all references to "Senior Vice  President" in
your employment agreement are now amended to "Executive Vice President and Chief
Financial  Officer." Except as set forth herein, all the terms and conditions of
the April 29, 1996 letter agreement continue in full force and effect.

                                        Sincerely,


                                        XXXXX X. MAY
                                        Xxxxx X. May
                                        President and
                                        Chief Operating Officer

AGREED TO AND ACCEPTED
AS OF MARCH 10, 1998:



XXXX X. XXXXXX, XX.
Xxxx X. Xxxxxx, Xx.