INTRODUCTION

                                                                   EXHIBIT 10.43

                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

     This Third Amendment to Employment Agreement is entered into as of this 1st
day of June, 2002 by and between XxxxxxxXxxxxx.xxx, Inc., a Delaware corporation
(the "Company") and Xxxxxx X. Xxxxxxxx, an individual with an address at 0000
Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Employee").

                                  INTRODUCTION

     The Company and Employee entered into that certain Employment Agreement
dated as of January 25, 1999 as amended by that certain First Amendment to
Employment Agreement dated as of February 1, 2000 and (ii) Second Amendment to
Employment Agreement dated December 31, 2001 (collectively, the "Employment
Agreement"), pursuant to which the Company employed Employee as its Vice
President and Chief Financial Officer.

     The Employee possess skills and knowledge critical to the day-to-day and
continued operations of the Company and the Company desires to retain Employee's
services and considers such retention critical to the Company's continued
operations. In order to induce Employee to continue his Employment with the
Company, the Company and Employee desire amend the Employment Agreement as
hereinafter set forth.

                                    AGREEMENT

     In consideration of the premises and mutual promises hereinbelow set forth,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

I.   At the end of Section 1 of the Agreement, the following sentence is
inserted:

      Employee's place of business shall be in Wall, New Jersey. Employee
      acknowledges that he may occasionally be required to travel to the
      Company's affiliate's offices in New York and Connecticut; provided
      however, that Employee shall not be required to travel more than one day
      per week.

II. Except as modified herein, the Employment Agreement is hereby ratified,
confirmed and approved in all respects.



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


ATTEST:                                       XXXXXXXXXXXXX.XXX, INC.

/s/ Xxxxxxxx X. Xxxxxxxx                      By:  /s/ Xxxx X. Xxxxx
---------------------------------                -----------------------------
                                                  Xxxx X. Xxxxx, President



WITNESS:                                      EMPLOYEE:



/s/ Xxxxxxxx X. Xxxxxxxx                          /s/ Xxxxxx X. Xxxxxxxx
---------------------------------             --------------------------------
                                              Xxxxxx X. Xxxxxxxx

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