Executive Management Severance Agreement David Chazanovitz Amendment #1 Effective the above date the following bullet points: o You will continue to be paid at your salary for twelve months after termination at the rate in effect on the termination...

                                                                    Exhibit 10.1


January 1, 2005


                    Executive Management Severance Agreement
                                Xxxxx Xxxxxxxxxxx
                                  Amendment #1


Effective the above date the following bullet points:

o    You will continue to be paid at your salary for twelve months after
     termination at the rate in effect on the termination date.

is replaced by the following:

o    You will receive a flat termination fee of $240,000.


/S/ Xxxxxx Xxxxxxxxx

Xxxxxx Xxxxxxxxx
Chairman of Compensation Committee