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Exhibit 10.21
       1.
    
    Subsection 9(b) of the Employment Agreement is replaced in its entirety by the following:
  i.
    
    A material diminution of the Employees authority, duties, or
responsibilities,ii.
    
    a material breach of Employers obligations pursuant to this
Agreement;iii.
    
    the Employer requires Employee to move Employees primary place
of employment to a location more than 30 miles from Employers primary place of
business before the Change in Control (other than temporary relocation or
business travel in the ordinary course); oriv.
    
    a material diminution in the Employees Monthly Base Salary
without the prior written consent of the Employee;




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2.
    
    Subsection 9(c)(i) of the Employment Agreement is replaced in its entirety by the following:
  3.
    
    The following clause is added to the last sentence of Section 17 of the Employment Agreement:
  4.
    
    In order to further confirm compliance with regulations under Section 409A of the Internal
Revenue Code of 1986, as amended (the Code):
 a)
    
    Any claims for reimbursement under clause (iii) of subsection 9(c) of the
Employment Agreement shall be submitted by you within ten (10) business days of payment
by you of any COBRA payments and reimbursement paid to you within ten (10) business
days of submission.b)
    
    Notwithstanding any provision in this letter or the Employment Agreement to the
contrary, if the payment of any compensation or benefit under this letter or the
Employment Agreement (including, without limitation, any severance benefit) would be
subject to additional taxes and interest under Section 409A of the Code because the
timing of such payment is not delayed as provided in Section 409A(a)(2)(B) of the Code,
then any such payment or benefit that you would otherwise be entitled to during the
first six months following the date of your termination of employment shall be accumulated and paid or provided, as applicable, on the
date that is six months and one day after the date of your




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termination of employment
(or if such date does not fall on a business day of the Employer, the next following
business day of the Employer), or such earlier date upon which such amount can be paid
or provided under Section 409A of the Code without being subject to such additional
taxes and interest. The preceding sentence shall apply only to the extent required to
avoid your incurrence of any additional tax or interest under Section 409A of the Code
or the regulations or Treasury guidance promulgated thereunder.
 5.
    
    In addition to the foregoing, and notwithstanding any provision in the Employment Agreement
or this letter to the contrary, if, in connection with a Change in Control, a tax under
Section 4999 of the Code (the Excise Tax) would be imposed on the Employee (after
taking into account the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the
Code), then any payments the Employee is entitled to under the Employment Agreement or any
other payments to the Employee that constitute parachute payments within the meaning of
Section 280G(b)(2) of the Code, shall be reduced or delayed, as the Employer determines
appropriate, to the minimum extent necessary, so that no Excise Tax would be imposed on the
Employee. All determinations required to be made hereunder shall be made by the Employer in
its sole discretion.
    By:
    
    /s/ James R. Murphy
James R. Murphy
Chief Executive Officer
  /s/ Richard P. Lindsay