EXHIBIT 10.1


             Employment Agreement between PNBC and James B. Miller.


                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement") is entered into as of this
January 8, 2003 by and between Princeton National Bancorp, Inc., a Delaware
corporation ("Bancorp"), and James Miller ("Executive").

                                   WITNESSETH:

         WHEREAS, Executive is currently employed by Bancorp, as its Executive
Vice President;

         WHEREAS, Executive is currently employed by Citizens First National
Bank, a national banking association (the "Bank"), as its Executive Vice
President; and

         WHEREAS, the Bank is a wholly-owned subsidiary of Bancorp; and

         WHEREAS, Executive and Bancorp desire to enter into this Agreement
pertaining to the terms of the continued employment of Executive with Bancorp
and the Bank and the security Bancorp is providing to Executive with respect to
his employment;

         NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:

         1.       Employment. Bancorp hereby agrees to continue to employ
                  Executive as its Executive Vice President, and to cause the
                  Bank to continue to employ Executive as its Executive Vice
                  President, and Executive hereby accepts such continued
                  employment by Bancorp and the bank upon the terms and
                  conditions herein set forth. The primary place of employment
                  shall be at Bancorp's and the Bank's principal offices,
                  located at 606 South Main Street, Princeton, Illinois 61356.

         2.       Term and Automatic Renewal. The term of this Agreement and
                  Executive's employment hereunder will be eighteen (18) months
                  commencing as of the date first written above. On each day
                  following the date first written above, this Agreement and the
                  term of Executive's employment hereunder will automatically
                  renew for one (1) additional day until such time as: (i) the
                  board of directors of the Company or Executive elects not to
                  extend the term of this Agreement by providing written notice
                  to the other of such party's election not to extend the term
                  beyond the then current termination date; or (ii) Executive's
                  employment is terminated in accordance with Section 7 of this
                  Agreement.

         3.       Duties. Executive will, during the term hereof:

                  (a)      faithfully and diligently do and perform all such
                           acts and duties and furnish such services as the
                           Boards of Directors of Bancorp or the Bank shall
                           direct;

                  (b)      do and perform any acts in the ordinary course of
                           Bancorp's or the Bank's businesses (with such limits
                           as the Boards of Directors of Bancorp or the Bank may
                           prescribe) necessary and conducive to Bancorp's and
                           the Bank's best interests;

                  (c)      execute all duties attendant to his office; and


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                  (d)      devote his full time, energy, and skill to the
                           business of Bancorp and the Bank and to the promotion
                           of Bancorp's and the Bank's best interests, except
                           for vacations, absences made necessary because of
                           illness, authorized leaves of absence, holidays,
                           professional meetings, and seminars.

         During the term of this Agreement, Executive shall not, without the
consent of the Boards of Directors of Bancorp or the Bank, accept other
employment or perform other services for compensation, or have any direct or
indirect ownership interest in any business in competition with the Bank.
Notwithstanding anything to the contrary contained herein, the expenditure of
reasonable amounts of time on personal investments and charitable activities
shall not be deemed a breach of this Agreement, provided that such activities do
not materially interfere with the performance by Executive of his obligations
under this Agreement. The Board of Directors of the Bank shall not unreasonably
withhold consent to Executive's service as a member of the board of directors of
other companies.

         4.       Compensation. Bancorp shall cause the Bank to pay to Executive
                  for all services to be performed by Executive during the term
                  of this Agreement:

                  (a)      a base salary at the rate of $139,984 Per annum,
                           payable in substantially equal periodic monthly
                           payments in accordance with Bancorp's and the Bank's
                           practices for other executives, managerial, and
                           supervisory employees, as such practices may be
                           determined from time to time (the "Base Salary"); and

                  (b)      any annual increase in Base Salary, additional or
                           special compensation, such as incentive pay or other
                           bonuses, based upon Executive's performance, as the
                           Board of Directors of the Bank, in its discretion,
                           may from time to time determine, based upon annual
                           incentive opportunities made available to Executive
                           by the Bank and upon other discretionary criteria
                           deemed appropriate by the Board of Directors of the
                           Bank.

                           All such payments will be subject to such deductions
                           as may be required to be made pursuant to law,
                           government regulation or order, or by agreement with,
                           or consent of, Executive.

         5.       Fringe Benefits. During the term of this Agreement:

                  (a)      Memberships. Bancorp will cause the Bank to pay or
                           reimburse Executive for the following: (i) all
                           reasonable annual dues and membership expenses in one
                           club selected and joined by Executive in which
                           memberships are used for or necessary to the


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                           performance of Executive's duties hereunder and all
                           reasonable expenses incurred in furtherance of or in
                           connection with the transaction of the business of
                           Bancorp or the Bank hereunder at such club; and

                  (ii)     all reasonable annual dues and membership expenses in
                           such civic and lunch clubs selected by Executive as
                           are necessary or useful to the performance of
                           Executive's duties hereunder and all reasonable
                           expenses incurred in furtherance of or in connection
                           with the transaction of the business of Bancorp or
                           the Bank hereunder at such civic and lunch clubs.

                           All of the aforementioned amounts subject to
                           reimbursement by the Bank to Executive shall be
                           subject to an accounting by Executive and approval by
                           the Bank.

         6.       Additional Benefits. Bancorp shall cause the Bank to provide
                  the following additional benefits to Executive during the term
                  of this Agreement:

                  (a)      Executive shall be eligible to participate in any
                           incentive plans or arrangements ("Incentive Plans")
                           that Bancorp or the Bank may establish or practices
                           it may follow for the benefit of its executives as in
                           effect from time to time, and shall be entitled to
                           receive any other bonus or discretionary compensation
                           payments as Bancorp or the Bank may determine from
                           time to time.

                  (b)      Executive shall be entitled to paid vacations in
                           accordance with the Bank's customary vacation
                           practice. Executive shall also be entitled to all
                           paid holidays given by the Bank to its other
                           executives.

                  (c)      Executive and his dependents shall be entitled to
                           participate in and receive benefits under any
                           qualified or supplemental employee pension plan,
                           including any defined benefit retirement plan or
                           defined contribution retirement plan ("Retirement
                           Plans"), health and dental plan, disability plan,
                           survivor income plan, and life insurance plan, or
                           arrangement ("Welfare Plans") made available by the
                           Bank in which Executive is currently eligible to
                           participate, and any additional or substitute
                           Retirement or Welfare Plans Bancorp or the Bank may
                           make available in the future to its executives,
                           subject to and on a basis consistent with the terms,
                           conditions, and overall administration of such
                           Retirement or Welfare Plans.

         7.       Termination.

                  (a)      Good Cause. The Board of Directors of Bancorp may
                           terminate the employment of Executive with Bancorp
                           and the Bank at any time for "Good Cause". For
                           purposes of the


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                           preceding sentence, "Good Cause" shall be deemed to
                           exist if:

                           (i)      Executive shall engage in an act or omission
                                    constituting dishonesty, willful misconduct,
                                    intentional breach of fiduciary obligation
                                    or intentional wrongdoing or malfeasance;

                           (ii)     Executive shall be convicted of a felony; or

                           (iii)    Executive shall continue to substantially
                                    non-perform his assigned duties for a period
                                    of thirty (30) days after the Bank has given
                                    written notice to Executive of such
                                    non-performance and its intention to
                                    terminate the employment of Executive with
                                    Bancorp and the Bank because of such
                                    non-performance.

                           Without limiting the generality of the foregoing, the
                           following shall not constitute cause for the
                           termination of employment of Executive or the
                           modification or diminution of any of his authority
                           hereunder:

                           (i)      any personal or policy disagreement between
                                    Executive and Bancorp or the Bank or any
                                    member of the board of Directors of Bancorp
                                    or Bank; or

                           (ii)     any action taken by Executive in connection
                                    with his duties hereunder if Executive acted
                                    in good faith and in a manner he reasonably
                                    believed to be in, and not opposed to, the
                                    best interest of Bancorp or the Bank and had
                                    no reasonable cause to believe this conduct
                                    was unlawful.

                  Notwithstanding anything herein to the contrary, in the event
         Bancorp shall terminate the employment of Executive for cause
         hereunder, Bancorp shall give at least thirty (30) days prior written
         notice to Executive.

                  (b)      Voluntary Termination. Executive shall have the right
                           at any time during the term of this Agreement to
                           terminate his employment with Bancorp upon giving
                           ninety (90) days written notice of said termination
                           to Bancorp.

                  (c)      Good Reason. Executive may terminate his employment
                           with Bancorp and the Bank at any time for "Good
                           Reason". "Good Reason" shall be deemed to exist if
                           Executive terminates his employment because, without
                           his express written consent: (i) Bancorp breaches any
                           of the terms of this Agreement; (ii) He is assigned
                           duties materially inconsistent with the duties and
                           responsibilities stated in the by-laws of Bancorp and
                           the Bank for his positions; (iii) The duties and
                           responsibilities for the Executive Vice President
                           stated in the by-laws of Bancorp and the Bank,
                           respectively, are amended to be materially
                           inconsistent with the


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                           duties and responsibilities that would typically be
                           expected of an Executive Vice President of Bancorp
                           and the Bank, respectively; or (iv) Bancorp or the
                           Bank changes by 50 miles or more the principal
                           location in which Executive is required to perform
                           services.

                  (d)      Change in Control. At the option of Executive, the
                           employment of Executive hereunder shall terminate
                           upon the effective date of a Change in Control. A
                           "Change in Control" shall be deemed to occur on the
                           earliest of:

                           (i)      the acquisition by any individual, entity or
                                    group (within the meaning of Section
                                    13(d)(3) or 14(d)(2) of the Securities
                                    Exchange Act of 1934, as amended (the
                                    "Exchange Act")) of beneficial ownership, as
                                    that term is defined in rule 13d-3 under the
                                    Exchange Act, of capital stock of Bancorp
                                    entitled to exercise more than twenty-five
                                    percent (25%) or more of the outstanding
                                    voting power of all capital stock of Bancorp
                                    entitled to vote for the election of
                                    directors ("Voting Stock");

                           (ii)     the commencement by any entity, person, or
                                    group (other than Bancorp or a subsidiary of
                                    Bancorp) of a tender offer or an exchange
                                    offer for more than twenty percent (20%) of
                                    the outstanding Voting Stock of Bancorp;

                           (iii)    the effective time of (A) a merger or
                                    consolidation of Bancorp with one or more
                                    other corporations as a result of which the
                                    holders of the outstanding Voting Stock of
                                    Bancorp immediately prior to such merger or
                                    consolidation hold less than twenty-five
                                    percent (25%) of the Voting Stock of the
                                    surviving or resulting corporation or (B) a
                                    transfer of twenty-five percent (25%) or
                                    more of the Voting Stock, or substantially
                                    all of the property of Bancorp, other than
                                    to an entity of which Bancorp owns at least
                                    fifty percent (50%) of the Voting Stock; or

                           (iv)     the effective time of (A) a merger or
                                    consolidation of the Bank with one or more
                                    other corporations as a result of which the
                                    holders of the outstanding Voting Stock of
                                    the Bank immediately prior to such merger or
                                    consolidation hold less than twenty-five
                                    percent (25%) of the Voting Stock of the
                                    surviving or resulting corporation or (B) a
                                    transfer of twenty-five percent (25%) or
                                    more of the Voting Stock, or substantially
                                    all of the property of the Bank, other than
                                    to an entity of which Bancorp or the Bank
                                    owns at least fifty percent (50%) of the
                                    Voting Stock.

                  (e)      Benefits Upon Termination. The following provisions
                           will apply during the term of this Agreement: (i) if
                           the employment of Executive with Bancorp or the Bank
                           is terminated by


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                           Bancorp or the Bank for any reason other than Good
                           Cause, (ii) if Executive terminates his employment
                           with Bancorp or the Bank for Good Reason, (iii) if
                           Executive terminates his employment following a
                           Change in Control, or (iv) if the employment of
                           Executive with Bancorp or the Bank is terminated by
                           Bancorp or the Bank during the twenty-four month
                           period following a Change in Control:

                           (i)      An amount equal to Executive's aggregate
                                    Base Salary (at the rate most recently
                                    determined) for a period equal to the
                                    greater of (x) eighteen months or (y) the
                                    balance of the term of this Agreement
                                    pursuant to Paragraph 2 (the "Severance
                                    Period"), shall be paid to Executive in a
                                    lump sum within thirty (30) days after the
                                    date of termination.

                           (ii)     Executive or any other person entitled to
                                    receive benefits with respect to Executive
                                    under any Incentive Plan, Retirement Plan,
                                    or any other plan or program maintained by
                                    Bancorp or the Bank shall receive any and
                                    all benefits accrued under such Plan or
                                    other plan or program, to the date of
                                    termination of employment, the amount, form
                                    and time of payment of such benefits to be
                                    determined by the terms of such Incentive
                                    Plan and Retirement Plan and other plan or
                                    program, the Executive's employment shall be
                                    deemed to have terminated by reason of
                                    retirement under each such Plan or other
                                    plan or program under circumstances that
                                    have the most favorable result for Executive
                                    thereunder. Payment shall be made at the
                                    earliest date permitted under any such Plan
                                    or other plan or program.

                           (iii)    During the Severance Period, Executive and
                                    his spouse and other dependents will
                                    continue to be covered by all Welfare Plans
                                    in which he and his spouse and other
                                    dependants were participating immediately
                                    prior to the date of his termination as if
                                    he continued to be an employee of Bancorp or
                                    the Bank, and Bancorp will, or will cause
                                    the Bank to, continue to pay the costs of
                                    coverage of Executive and his spouse and
                                    other dependents under such Welfare Plans on
                                    the same basis as is applicable to active
                                    employees covered thereunder; provided that,
                                    if participation in any one or more of such
                                    Welfare Plans is not possible under the
                                    terms thereof, Bancorp will, or will cause
                                    the Bank to, provide substantially identical
                                    benefits.

                           (iv)     If the employment of Executive with Bancorp
                                    or the Bank is terminated by Bancorp or the
                                    Bank for Good Cause or by the voluntary
                                    action of Executive


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                                    without Good Reason, other than due to a
                                    Change in Control, Executive's Base Salary
                                    (at the rate most recently determined) and a
                                    bonus (a pro-rata portion of the bonus paid
                                    for the most recent calendar year) shall be
                                    paid through the date of his termination,
                                    and Bancorp shall have no obligation to
                                    Executive or any other person under this
                                    Agreement. Such termination shall have no
                                    effect upon Executive's other rights,
                                    including but not limited to rights under
                                    any Incentive, Retirement or Welfare Plan.

         (8)      Death. If Executive dies during the term of this Agreement,
                  Bancorp agrees to cause the Bank:


                  (a)      during the Death Benefit Period, to cover the spouse
                           and other dependants of Executive under all Welfare
                           Plans in which Executive and his spouse and other
                           dependents were participating immediately prior to
                           the date of his death as if he continued to be an
                           employee of Bancorp or the Bank; provided that, if
                           participation in any one or more of such plans and
                           arrangements is not possible under the terms thereof,
                           Bancorp will, or will cause the Bank to, provide
                           substantially identical benefits; and

                  (b)      for a period of twenty-four (24) months following the
                           Death Benefit Period, to cover the spouse and other
                           dependents of Executive under all Welfare Plans in
                           which Executive and his spouse and other dependents
                           were participating immediately prior to the date of
                           his death as if he were a retired employee of Bancorp
                           or the Bank; provided that, if participation in any
                           one or more of such plans and arrangements is not
                           possible under the terms thereof, Bancorp will, or
                           will cause the Bank to, provide substantially
                           identical benefits.

                  Any death benefits payable under this Paragraph 8 are in
                  addition to any other benefits due to Executive or his
                  beneficiary or dependents from Bancorp, including, but not
                  limited to, payments under any of the Incentive, Retirement,
                  and Welfare Plans.

         9.       Disability. If Executive incurs a Disability during the term
                  of this Agreement, Executive's obligation to perform such
                  services hereunder will terminate and in such event Bancorp
                  agrees to cause the Bank:

                  (a)      to continue to pay Executive his aggregate Base
                           Salary (at the rate most recently determined) from
                           the date of onset of such Disability until such time
                           as Executive is eligible to receive disability
                           benefits under the Bank's disability plan, as
                           presently or hereafter in effect (the "Disability
                           Period"); and

                  (b)      during the Disability Period and such period of time
                           as Executive is eligible to receive


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                           disability benefits under the Bank's disability plan,
                           to continue to cover Executive and his dependents
                           under all Welfare Plans in which Executive and his
                           spouse and other dependents were participating
                           immediately prior to the date of onset of such
                           Disability as if Executive continued to be an
                           employee of Bancorp or the Bank; provided that, if
                           participating in any one or more of such plans and
                           arrangements is not possible under the terms
                           thereunder, Bancorp will provide, or cause the Bank
                           to provide, substantially identical benefits.

                  Notwithstanding the foregoing, any payments to Executive
                  pursuant to this Paragraph 9 shall be reduced by the amount of
                  any disability benefits otherwise payable to Executive under
                  any disability program maintained by Bancorp or the Bank.
                  Amounts payable to Executive under this Paragraph 9 shall
                  continue to be paid to a beneficiary designated in writing by
                  him if he dies during the Disability Period. If Executive is
                  receiving benefits hereunder and his disability ceases, his
                  benefits under this Paragraph 9 shall terminate, provided that
                  if his employment with Bancorp and the Bank does not
                  recommence (because no offer of re-employment in the same
                  position is made), the benefits he is then receiving under
                  this Paragraph 9 shall continue for a period of twelve (12)
                  additional months. For purposes of this Agreement, the term
                  "Disability" shall mean a physical or mental disability, as
                  determined by an independent physician selected with the
                  approval of both Bancorp and Executive, which will render
                  Executive incapable of performing his duties under this
                  Agreement for six consecutive months.

         10.      Indemnity. Bancorp shall indemnify Executive to the extent
                  provided in Article VIII, Sections 1, 2, 3, 4 and 5 of the
                  by-laws of Bancorp, as may be amended from time-to-time.

         11.      Setoff. The payments or benefits payable to or with respect to
                  Executive or his spouse or beneficiary pursuant to this
                  Agreement shall not be reduced by the amount of any claim,
                  counterclaim, recoupment defense or other right of Bancorp or
                  the Bank against Executive or his spouse or other beneficiary
                  or obligation of Executive or his spouse or other beneficiary
                  owing to Bancorp or the Bank. The payment of benefits payable
                  to or with respect to Executive or his spouse or other
                  beneficiary after termination of employment as a result of a
                  change in control shall be absolute and unconditional. No
                  payments or benefits payable to or with respect to Executive
                  pursuant to this Agreement shall be reduced by any amount
                  Executive or his spouse or other beneficiary may earn or
                  receive from employment with another employer or from any
                  other source. All amounts so payable by Bancorp or the Bank
                  shall be paid without notice or demand. Each and every such
                  payment made by Bancorp or the Bank shall be final, and
                  Bancorp and the Bank will not


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                  seek to recover all or any part of such payment from Executive
                  or from whomsoever may be entitled thereto, for any reason
                  whatsoever.

         12.      Confidentiality. Executive acknowledges that preservation of a
                  continuing business relationship between Bancorp, the Bank and
                  their respective customers, representatives and employees is
                  of critical importance to the continued business success of
                  Bancorp and the Bank and that it is the active policy of
                  Bancorp and the Bank to guard as confidential certain
                  information not available to the public and relating to the
                  business affairs of Bancorp and the Bank. In view of the
                  foregoing, Executive agrees that he shall not during the term
                  of this Agreement and at any time thereafter, without the
                  prior written consent of Bancorp, disclose to any person or
                  entity any such confidential information that was obtained by
                  Executive in the course of his employment with Bancorp or the
                  Bank. This section shall not be applicable if and to the
                  extent Executive is required to testify in a legislative,
                  judicial, or regulatory proceeding pursuant to an order of
                  Congress, any state or local legislature, a judge, or an
                  administrative law judge or is otherwise required by law to
                  disclose such information.

         13.      Bancorp Assignment. Neither, Bancorp nor Executive may assign
                  this Agreement without the other party's prior written
                  consent, except that Bancorp's obligations hereunder shall be
                  binding legal obligations of any successor to all or
                  substantially all of Bancorp's business by purchase, merger,
                  consolidation, or otherwise.

         14.      Executive Assignment. No interest of Executive or his spouse
                  or other beneficiary under this Agreement, or any right to
                  receive any payment or distribution hereunder, shall be
                  subject in any manner to sale, transfer, assignment, pledge,
                  attachment, garnishment or other alienation or encumbrance of
                  any kind, nor may such interest or right to receive payment or
                  distribution be taken, voluntarily or involuntarily, for the
                  satisfaction of the obligations or debts of, or other claims
                  against, Executive or his spouse or other beneficiary,
                  including claims for alimony, support, separate maintenance
                  and claims in bankruptcy proceedings.

         15.      Benefits Unfunded. All rights under this Agreement of
                  Executive and his spouse or other beneficiary, shall at all
                  times be entirely unfunded, and no provision shall at any time
                  be made with respect to segregating any assets of Bancorp or
                  the Bank for payment of any amounts due hereunder. Neither
                  Executive nor his spouse or other beneficiary, shall have any
                  interest in or rights against any specific assets of Bancorp
                  or the Bank, and Executive and his spouse and other
                  beneficiary shall have only the rights of a general unsecured
                  creditor of Bancorp and the Bank.

         16.      Waiver. No waiver by any party at any time of any breach by
                  the other party of, or compliance

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                  with, any condition or provision of this Agreement to be
                  performed by such other party shall be deemed a waiver of any
                  other provisions or conditions at the same time or at any
                  prior or subsequent time.

         17.      Counterparts. This Agreement may be executed in counterparts,
                  each of which shall be deemed an original.

         18.      Severability. In the event any provision of this Agreement is
                  held illegal or invalid, the remaining provisions of this
                  Agreement shall not be affected thereby.

         19.      Successors. This Agreement shall be binding upon and inure to
                  the benefit of the parties hereto and their respective heirs,
                  representatives, and successors.

         20.      Notice. Notices required under this Agreement shall be in
                  writing and sent by registered mail, return receipt requested,
                  to the following addresses or to such address as the party
                  being notified may have previously furnished to the other
                  party by written notice.

         If to Bancorp:    Princeton National Bancorp, Inc.
                                    606 South Main Street
                                    Princeton, Illinois 61356
                                    Attention: Chairman of the Board

         If to Executive:           James Miller
                                    C/O Princeton National Bancorp, Inc.
                                    606 South Main Street
                                    Princeton, Illinois 61356

         21.      Applicable Law. This Agreement shall be construed and
                  interpreted pursuant to the laws of the State of Illinois.

         22.      Entire Agreement. This Agreement contains the entire agreement
                  between Bancorp and Executive and supersedes any and all
                  previous agreements, written or oral, between the parties
                  relating to the subject matter hereof. No amendment or
                  modification of the terms of this Agreement shall be binding
                  upon the parties hereto unless reduced to writing and signed
                  by Bancorp and Executive.

         23.      Withholding. Bancorp or the Bank may withhold from any payment
                  that is required to make under this Agreement amounts
                  sufficient to satisfy applicable withholding requirements
                  under any federal, state or local law.

        24.      Headings. The headings contained herein are for reference
                  purposes only and shall not in any way affect the meaning or
                  interpretation of any provision of this Agreement.


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         IN WITNESS WHEREOF, Executive has hereunto set his hand, and Bancorp
has caused this Agreement to be executed in its name and on its behalf, all as
of the day and year first above written.

                                       PRINCETON NATIONAL BANCORP, INC.


                                       /s/ Craig O. Wesner
                                       -----------------------------------------
                                       Craig O.  Wesner
                                       Chairman of the Board of Directors


                                       /s/ James Miller
                                       -----------------------------------------
                                       James Miller, Executive















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