Exhibit 10.1


    Exhibit
      10.1

    


    Jeffrey
      P. Baker - Terms and Conditions of Amendment

    to
      Employment Agreement


    


    
      	·  	
              Appointment
                to position of President and CEO effective January 2,
                2006.

            


    

    


    
      	·  	
              All
                terms and conditions of employment contract remain in place except
                that:
                i) the term will be amended to a five-year term beginning January
                2, 2006;
                ii) annual base salary will increase from $380,000 to $400,000; iii)
                annual target incentive will be up to 80% of annual base salary in
                effect
                on January 2, 2006; and iv) 100,000 options scheduled to be awarded
                June
                21, 2006 will be awarded January 2,
                2006.

            


    

    


    
      	·  	
              250,000-share
                restricted stock award from the Company’s on January 2, 2006 vesting over
                a five-year period as follows: i) Year 1 - 25,000; ii) Year 2 - 25,000;
                iii) Year 3 - 50,000; iv) Year 4 - 75,000; and v) Year 5 - 75,000.
                In the
                event that employment is terminated by the Company for convenience
                or
                performance or by Mr. Baker for Good Reason,1
                the restricted shares will vest. The vesting of this award, along
                with a
                similar provision in Mr. Baker’s current employment agreement related to
                the restricted shares granted to Mr. Baker at the commencement of
                employment, will be the only type of severance to which Mr. Baker
                would be
                entitled in the event of termination for convenience, performance
                or Good
                Reason.

            


    

    


    
      	·  	
              Performance
                will be reviewed on an annual basis and merit increases will be made
                as
                and if warranted based on the performance of the Company and other
                criteria established by the Compensation
                Committee.

            


    

    


    
      	·  	
              Continued
                participation in all benefit, change of control and SERP
                plans.

            


    

    


    


    


    

      

      
        1“Good
          Reason” in Mr. Baker’s employment agreement is generally defined as: i)
          substantial reduction in the nature or status of responsibilities; ii)
          reduction
          by the Company in base salary, except in the case where the Company reduces
          the
          base salaries of its senior executives generally, provided that such reduction
          shall not exceed the average percentage reduction of all senior executives;
          iii)
          the Company’s failure to comply with Section 3.3 (granting of long-term
          incentives (options and restricted stock)) of the employment agreement;
          and iv)
          intentional failure by Analysts to allow full participation in all plans,
          programs or benefits in accordance with the employment agreement. “Good Reason”
          is not deemed to occur unless an event has not been corrected by the Company
          within two weeks of receipt of notice from Mr.
          Baker.