Re: First Amendment to Employment Agreement

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EXHIBIT 10.46

        December 23, 2002

Xx. Xxxxxxxxxxx Xxxxx
xXXxX*s
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Re: First Amendment to Employment Agreement

Dear Xx. Xxxxx:

        This letter, when countersigned by you, shall constitute the First Amendment to the Employment Agreement between you and xXXxX*s Corp., dated as of December 20, 2001, and shall be effective as of December 20, 2002.

(1)

Section 3(a) of the Employment Agreement is hereby amended by deleting the amount "$150,000" and replacing it with "$200,000."



(2)

Section 3(b) of the Employment Agreement is hereby amended by deleting the amount "$100,000" and replacing it with "$125,000."



(3)

In all other respects, the Employment Agreement shall continue in full force and effect without modification.

        If you are in agreement with the foregoing, please countersign below in the space indicated.

		Sincerely,
		xXXxX*s Corp.
		By:	/s/  XXXXXXX X. XXXX Xxxxxxx X. Xxxx President

ACKNOWLEDGED AND AGREED:

/s/  XXXXXXXXXXX XXXXX XXXXXXXXXXX XXXXX

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EXHIBIT 10.46