Exhibit 10.8.2
 AMENDMENT
TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
     1.
    
    The definition of Disability set forth in Section 7(b) of the Agreement is
hereby amended to read as follows:For purposes of this Agreement, Disability shall mean the Executive is unable to
engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months. Any question
as to the existence of the Disability of Executive as to which Executive and the
Company cannot agree, shall be determined in writing by a qualified independent
physician mutually acceptable to Executive and the Company.2.
    
    Section 7(b) of the Agreement is further amended by deleting the sentence
beginning Upon termination of Executives employment in its entirety and replacing it
with the following:Upon termination of Executives employment hereunder as a result of Disability,
Executive shall receive his Base Salary for a period of twelve (12) months following
such termination, in accordance with the Companys usual practice for its senior
executives, commencing on the first payroll date which is on or immediately after
the 30th day following the Executives termination of employment, and any
and all accrued but unpaid amounts earned by Executive under the annual bonus
program or profit-sharing plan as of the date of Disability shall be paid to
Executive in a lump sum within thirty (30) days following his termination of
employment.3.
    
    Section 7(c) of the Agreement is hereby amended by deleting the first sentence
in its entirety and replacing it with the following:Upon termination of Executives employment hereunder as a result of Executives
death, Executives estate shall receive his Base Salary at the rate in effect at the
time of Executives death for a period of twelve (12) months following his death, in
accordance with the Companys usual practice for its senior executives, commencing
on the first payroll date which is on or immediately after the 30th day
following the Executives




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termination of employment, and any and all accrued but unpaid amounts earned by
Executive under the Companys annual bonus program or profit-sharing plan as of the
date of death shall be paid to Executives estate in a lump sum within thirty (30)
days following his termination of employment.4.
    
    Section 7(d)(iii) of the Agreement is deleted.5.
    
    Section 7(e)(ii) of the Agreement is hereby amended by adding the word
material before the word reduction.6.
    
    Section 7(e) of the Agreement is further amended by deleting subsection (iv)
therefrom.7.
    
    Section 7(e) of the Agreement is further amended by adding the following
sentence before the last sentence of such section:
  8.
    
    Section 7(f) of the Agreement is hereby amended by adding the following
sentence to the end thereof:
  9.
    
    The Agreement is further amended by adding a new Section 10A immediately after
Section 10 as follows:10A. Compliance with Section 409A. Notwithstanding anything to the contrary in
this Agreement, if Executive is determined by the Company to be a specified
employee within the meaning of Code Section 409A(a)(2)(B)(i) at the time of his
separation from service with the Company and if any payment or benefit to which he
shall become entitled to under this Agreement would be considered deferred
compensation subject to interest and additional tax imposed pursuant to
Section 409A(a) of the Code as a result of the application of
Section 409A(a)(2)(B)(i) of the Code, no such payment or benefit payable or provided
to Executive shall be paid or provided to Executive prior to the earlier of (i) the
expiration of the six (6) month period following the date of Executives separation
from service (as such term is defined by Code Section 409A and the regulations
promulgated thereunder), or (ii) the date of Executives death, but only to the
extent such delayed commencement is otherwise required in order to avoid a
prohibited distribution under Code Section 409A(a)(2). The payments and benefits to
which Executive would otherwise be entitled during the first six (6) months
following his separation from service shall be accumulated and paid or provided, as
applicable, in a lump sum, on the first payroll date that is six (6) months and one
day following
Executives separation from service and any remaining payments or benefits will be
paid in accordance with the normal payment dates specified for them herein.
Further, if any insurance or benefits continued by the Company pursuant to this
Agreement are taxable to Executive, any payment by the Company for any such
insurance or benefits shall equal the cost of such insurance or benefit, shall be
paid on a monthly basis and shall comply with the requirement that non-qualified
deferred compensation be paid on a specified date or pursuant to a fixed schedule.10.
    
    Except as expressly provided herein, no other modifications or amendments to
the Agreement are being made and, with the exception of the amendment set forth herein,
the terms and conditions of the Agreement are hereby ratified and confirmed.




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IN WITNESS WHEREOF
 MICROFINANCIAL INCORPORATEDBy:
    /s/ James R. Jackson, Jr.Title: Vice President and Chief Financial OfficerEXECUTIVEBy:
    /s/ Richard F. Latour