COMPANY LOGO] June 27, 2003

                                                                    EXHIBIT 10.5

                                 [COMPANY LOGO]


                                  June 27, 2003

Xx. Xxxxxxx X. Xxxxxxx
000 Xxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000

Subject:  Amendment to Salary Continuation and Deferred Compensation Agreement

Dear Xxxxx:

In connection with the Salary Continuation and Deferred  Compensation  Agreement
made May 1, 1998 ("SCDC Agreement"), as amended, between you and the Company, it
is agreed that the following change thereto shall be effective this date:

     Whereas your  retirement  is  effective as of this date and was  previously
     contemplated to be on December 31, 2003, unless otherwise agreed to between
     you and the Company; and

     Whereas  prior  amendments to the SCDC  Agreement  provided that you either
     elect to (1) within 30 days of your  retirement  have the  ownership of the
     life insurance  policy purchased by the Company in connection with the SCDC
     Agreement  transferred to you or (2) receive $2,500 per month in accordance
     with the SCDC Agreement;

     NOW THEREFORE IT IS AGREED,  that you shall have until January 30, 2004, to
     elect to either (1) have the life insurance policy purchased by the Company
     in connection with the SCDC Agreement transferred to you or (2) commence to
     receive the $2,500 per month in accordance with the SCDC Agreement;

     BE IT FURTHER AGREED,  that you shall have from this date until January 30,
     2004 to make the abovementioned election; and

     FURTHER  AGREED,  that  should  you die prior to having  made the  election
     defined  herein,  then the election  shall be made by Xxx Xxxxxxx not later
     than January 30, 2004, and absent any  instructions  from either you or Xxx
     Xxxxxxx by January 30, 2004,  then the Company shall at its sole discretion
     either  commence  the  payment  of $2,500  per month or  transfer  the life
     insurance policy as provided for in the SCDC Agreement.

To indicate your  understanding  and acceptance of these amendments to the above
referenced SCDC Agreement, please sign where indicated hereafter.

Sincerely,                             Acknowledged and accepted:



/S/ XXXXXXX XXXX                       /S/ XXXXXXX X. XXXXXXX
-----------------------                -------------------------
Xxxxxxx Xxxx, Phd                      Xxxxxxx X. Xxxxxxx
President


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