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                                                                    EXHIBIT 10.1














                     AMENDMENT NO. 2 TO EMPLOYMENT CONTRACT

                                     BETWEEN

                           GENERAL CREDIT CORPORATION

                                       AND

                                   DAVID BADER


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                     AMENDMENT NO. 2 TO EMPLOYMENT CONTRACT

         THIS AMENDMENT NO. 2 TO THAT CERTAIN EMPLOYMENT CONTRACT is made and
entered as of the 2nd day of November, 1998 ("Contract"), between GENERAL CREDIT
CORPORATION, a New York corporation ("EMPLOYER"), and DAVID BADER ("EMPLOYEE").


                                R E C I T A L S:

         A. The parties have entered into that certain Employment Contract dated
as of June 1, 1996 between EMPLOYER and EMPLOYEE (the "Contract").

         B. EMPLOYEE is the Vice President and Chief Financial Officer of
EMPLOYER.

         C. The parties desire to amend the Contract to the extent and in the
respects set forth in this Amendment No. 2.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually agree
as follows:

1.       Article IV B 2 of the Contract is hereby amended in its entirety to
         read as follows:

         TERMINATION FOR REASONS OTHER THAN TERMINATION BY EMPLOYER FOR CAUSE;
         OR VOLUNTARY UNILATERAL DECISION BY EMPLOYEE; OR DUE TO A CHANGE IN
         CONTROL. If there is a termination of this Contract for any reason by
         either party, (i) other than as a result of termination by EMPLOYER for
         Cause (as hereinafter defined); or (ii) other than as a result of
         termination by voluntary unilateral decision by EMPLOYEE without Cause
         (as hereinafter defined), or (iii) due to a Change in Control (as
         hereinafter defined), EMPLOYEE, in addition to any other damages
         suffered hereunder, shall be entitled to receive (1) a lump sum in an
         amount equal to three times EMPLOYEE's total compensation (base salary
         plus bonus) paid by EMPLOYER to EMPLOYEE for the fiscal year prior to
         EMPLOYEE's termination; and (2) all applicable allowances and
         reimbursements from EMPLOYER due under Article V.












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2.       New Article X of the Contract is hereby added to read in its entirety 
         as follows:

                                   ARTICLE X.
                                CHANGE IN CONTROL

         A. IN GENERAL. This Contract shall continue in full force and effect
         notwithstanding any Change in Control (as defined below) involving
         EMPLOYER. This Contract shall be binding upon EMPLOYER and EMPLOYEE and
         their respective heirs, executors, administrators, successors and
         assigns.

         B. TERMINATION UPON CHANGE IN CONTROL. Notwithstanding anything to the
         contrary contained herein, if at any time during the term of this
         Contract and any renewal thereof, there shall be a Change in Control of
         EMPLOYER, and if such Change in Control results in a diminution in
         EMPLOYEE's compensation, responsibilities or position such that
         EMPLOYEE cannot in good faith continue to fulfill the responsibilities
         for which he is employed, as determined by EMPLOYEE in his sole
         discretion, and if such Change in Control did not occur due to
         EMPLOYEE's intentional bulk sale of voting shares of EMPLOYER owned by
         him directly to such control persons or group, then:

                  1. LUMP SUM PAYMENT. EMPLOYEE shall have the option of
         terminating this Contract upon thirty (30) days' notice and, in such
         event EMPLOYER shall pay to EMPLOYEE at the time of such termination
         (a) a lump sum in an amount equal to three times EMPLOYEE's total
         compensation (base salary plus bonus) paid by EMPLOYER to EMPLOYEE for
         the fiscal year prior to the Change in Control; and (b) all applicable
         reimbursements from EMPLOYER due under Article V. Said lump sum payment
         shall be in lieu of any and all compensation due to EMPLOYEE for the
         years that would otherwise be remaining for the term of this Contract.
         Upon receipt of said lump sum payment, this Contract and all rights and
         duties of the parties shall be terminated, except as provided in
         subsection 2 below.

                  2. CONSULTING SERVICES. In consideration for such lump sum
         payment and for the right to terminate the Contract under the
         conditions set forth above, EMPLOYEE agrees to consult with EMPLOYER
         and its officers if requested to do so for a period of at least two (2)
         years from the date of such termination. However, EMPLOYEE shall be
         required to devote only such part of his time to such services as
         EMPLOYEE believes reasonable in EMPLOYEE's sole discretion, and the
         time and date such services are offered shall be determined by EMPLOYEE
         so long as that time and date is within a reasonable period of time
         after the request. It is expressly agreed that EMPLOYER's rights to
         avail itself of the advice and consulting services of EMPLOYEE shall at
         all times be exercised in a reasonable manner, that adequate notice
         shall be given to EMPLOYEE in such event, and that noncompliance with
         any such request by EMPLOYEE for good cause, including, but not limited
         to, ill health, prior commitments, conflicts of interest or absence
         from the New York

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         City metropolitan area shall not constitute a breach or violation of
         this Contract. EMPLOYEE agrees that, except for reimbursement of all
         reasonable expenses incurred by him with respect to such consulting and
         advisory services, payable as such consulting and advisory services are
         rendered, he shall not be entitled to any further compensation. It is
         understood that in furnishing any advisory and consulting services
         provided herein, EMPLOYEE shall not be an EMPLOYEE of EMPLOYER but
         shall act in the capacity of an independent contractor.

         C. "CHANGE OF CONTROL" shall mean the occurrence of any one of the
         following: (i) EMPLOYER sells substantially all of its assets to a
         purchaser other than a Subsidiary, (ii) the sale of all outstanding
         shares of capital stock of the EMPLOYER for cash, or (iii) a
         transaction, including, but not limited to, the original issuance of
         shares for cash, a merger or a consolidation of EMPLOYER in which the
         holders of EMPLOYER's outstanding capital stock possessing the voting
         power (under ordinary circumstances) to elect EMPLOYER's Board of
         Directors immediately prior to the transaction do not continue to own a
         majority of the capital stock possessing the voting (under ordinary
         circumstances) to elect the surviving entity's Board of Directors
         immediately after such transaction.

3.       Articles X, XI, XII, and XIII of the Contract are hereby renumbered as
         Articles XI, XII, XIII and XIV, respectively.

4.       Except to the extent expressly set forth in this Amendment No. 2, the
         Contract shall remain in full force and effect in accordance with its
         terms.

         IN WITNESS WHEREOF, EMPLOYER and EMPLOYEE have caused this Amendment
No. 2 to be executed on the day and year first above written.

                                              "EMPLOYER"

                                              GENERAL CREDIT CORPORATION


                                              By: /s/ Irwin Zellermaier,
                                                  ------------------------------
                                                      Irwin Zellermaier, CEO

                                              "EMPLOYEE"


                                               /s/ David Bader
                                               ------------------------------
                                                   David Bader




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