Exhibit
      10.1

    


    FIRST
      AMENDMENT TO EMPLOYMENT AGREEMENT

    


    THIS
      FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”)
      is
      made and entered into as of the 29th day of February, 2008, by and between
      GEMMA
      POWER SYSTEMS, LLC, a Connecticut limited liability company (the “Company”),
      and
      WILLIAM F. GRIFFIN, JR. (the “Employee”).

    


    RECITALS:

    


    R-1. The Employee
      is a principal employee of the Company;

    


    R-2. The Employee
      and the Company entered into that certain Employment Agreement dated as of
      December 8, 2006 (the “Employment
      Agreement”);
      and

    


    R-3. The
      parties wish to enter into this Amendment to modify and amend the Employment
      Agreement, as set forth hereinafter. 

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises, the mutual promises and covenants
      set
      forth herein, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:

    


    1.
       Incorporation
      of Recitals; Defined Terms.
      The
      above
      Recitals are hereby incorporated into the body of this Amendment as if fully
      set
      forth herein. Capitalized terms used and not defined herein shall have the
      meaning ascribed to them in the Employment Agreement. 

    


    2. Renewal
      of Term.
      The
      Company and the Employee hereby agree, in accordance with Section 3 of the
      Employment Agreement, that the Employee’s employment thereunder shall renew for
      an additional term of one year, commencing June 8, 2008 and continuing to June
      7, 2009 (the “First
      Renewal Term”),
      unless earlier terminated as provided in the Employment Agreement, subject
      to
      and in accordance with the terms and conditions of this Amendment. Nothing
      contained in this Amendment shall affect the provisions for automatic renewal
      of
      the term of Employee’s employment for successive one year terms following the
      First Renewal Term in accordance with said Section 3 of the Employment
      Agreement.

    


    3. Duties
      of the Employee.
      In
      addition to the duties set forth in Section 2 of the Employment Agreement,
      effective as of the date hereof, the Employee shall also serve as a member
      and
      Vice Chairman of the Boards of Directors of the Company and of Gemma Power,
      Inc.
      and Gemma Power Systems California, Inc. Notwithstanding anything to the
      contrary contained in Section 2 of the Employment Agreement, the Employee shall
      not serve, and since the employment by the Company of Timothy Curran has not
      served, as the President and Chief Operating Officer of the Company; provided,
      however, that until the commencement date of the First Renewal Term, the
      Employee shall continue to assist in the transfer of his duties as the President
      and Chief Operating Officer of the Company to Timothy Curran, and thereafter
      shall faithfully and diligently perform all services as may be assigned to
      him
      by the Board, and shall exercise such power and authority as may from time
      to
      time be delegated to him by the Board. All other terms and conditions of Section
      2 of the Employment Agreement shall remain in full force and effect.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. Compensation.

    


    4.1 Salary.
      Notwithstanding
      anything to the contrary set forth in the Employment Agreement, commencing
      on
      the date hereof and for the balance of the Initial Term, and thereafter during
      the First Renewal Term, the Company shall pay the Employee Salary at the annual
      rate of $680,000, payable as set forth in the Employment Agreement. In addition,
      the Company shall pay the Employee additional compensation in the amount equal
      to the difference between the Salary for the Initial Term, as set forth in
      Section 4.1 of the Agreement, and the Salary set forth hereinabove, for the
      period from the Effective Date under the Agreement up to the date hereof (i.e.,
      from December 8, 2006 through February 28, 2008), in the amount of $306,250
      (i.e., $680,000 less $430,000, divided by 12, times 14.7, equals $306,250).
      Such
      amount, less applicable withholding and payroll taxes, shall be paid by the
      Company to the Employee in a lump sum on the date hereof.

    


    4.2 Bonus.
      In
      addition to the Salary and additional compensation set forth in Section 4.1,
      the
      Company shall pay the Employee a Bonus for the fiscal year of the Company ending
      January 31, 2008 in the amount of $500,000, such Bonus, less applicable
      withholding and payroll taxes, to be payable by the Company to the Employee
      on
      or before March 31, 2008. The Employee shall also be entitled to a Bonus for
      the
      fiscal year of the Company ending January 31, 2009, (i) in the amount of
      $500,000 if the Adjusted EBITDA of the Companies (as defined in the Purchase
      Agreement) for the fiscal year ending January 31, 2009 exceeds $20,000,000;
      and
      (ii) in the amount of an additional $500,000 if the Adjusted EBITDA of the
      Companies for the fiscal year ending January 31, 2009 exceeds
      $25,000,000.

    


    5. Counterparts.
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together shall constitute one and
      the
      same. 

    


    6. Continuation
      in Full Force and Effect.
      Except
      as specifically amended by this Amendment, all of the terms, covenants and
      conditions of the Employment Agreement shall continue in full force and
      effect.

    


    


    [SIGNATURES
      ON NEXT PAGE]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      each of
      the undersigned has executed, or has caused its duly authorized representative
      to execute, this Amendment as of the date first above written.

     

    
      	 	
              THE
                COMPANY:

            
	 	 	 	 
	 	
              GEMMA
                POWER SYSTEMS, LLC 

            
	 	 	 	 
	 	
              By:
                

            	
              /s/
                Joel M. Canino

            	 
	 	
              Name:
                Joel M. Canino

            	 
	 	
              Title:
                Vice Chairman

            	 
	 	 	 	 
	 	 	 	 
	 	
              THE
                EMPLOYEE:

               

            
	 	 /s/
              William F. Griffin, Jr	 
	 	
              WILLIAM
                F. GRIFFIN, JR.