Agreement--Privileged and Confidential

Pat,

I am going to forward you a draft of an amendment to the employment agreement
for Greg Whalley. I would appreciate your thoughts on the language,
particularly the language in amended section 2.1b regarding the calculation
of value for options/restricted stock.

For some reason, I cannot attach it to this email, so I will have my
assistant send it under separate email cover.

Thanks a lot.

Michelle