Exhibit 10.10


    
      
        

      

    


    Exhibit
      10.10

    


    AMENDMENTS

    TO
      THE

    IFT
      CORPORATION

    DIRECTOR
      COMPENSATION PLAN

    


    THE
      DIRECTOR COMPENSATION PLAN of IFT Corporation is hereby amended as
      follows:

    


    FIRST:
      Section 1.2(b) is hereby amended to be and to read in its entirety as
      follows:

    


    “(b)
      "Change in Control" means an Ownership Change Event or series of related
      Ownership Change Events (collectively, a "Transaction")
      in which the stockholders of the Company immediately before the Transaction
      do
      not retain immediately after the Transaction, direct or indirect beneficial
      ownership of more than fifty percent (50%) of the total combined voting power
      of
      the outstanding voting securities of the Company or, in the case of an Ownership
      Change Event, the entity to which the assets of the Company were transferred.
      An
"Ownership
      Change Event"
      shall be deemed to have occurred if any of the following occurs with respect
      to
      the Company: (i) the direct or indirect sale or exchange by the
      stockholders of the Company of all or substantially all of the voting stock
      of
      the Company; (ii) a merger or consolidation in which the Company is a
      party; (iii) the sale, exchange, or transfer of all or substantially all of
      the assets of the Company (other than a sale, exchange or transfer to one or
      more subsidiaries of the Company); or (iv) a liquidation or dissolution of
      the Company. The sole exception to Change in Control and Ownership Change Event
      as described above shall be any Change in Control that may result from the
      death
      or incapacity of Richard J. Kurtz wherein his interest is transferred to his
      heirs only. In such event for the purposes hereof, no Change in Control or
      Ownership Change Event shall be deemed to have occurred.”

    


    SECOND:
      Section 1.2(g) is hereby amended to be and to read in its entirety as
      follows:

    


    “(g)
      “Retention Fee” means cash payment to Independent Directors (as such term is
      defined in the American Stock Exchange Company Guide) for serving on the Board
      of Directors.”

    


    THIRD:
      Section 2.4 is hereby amended to be and to read in its entirety as
      follows:

    


    
      	 	
              “2.4

            	
              Cash
                Payment.
                An annual Retention Fee, payable on a quarterly basis, shall be paid
                by
                the Company to all eligible Participants under this Plan as
                follows:

            


    

    


    
      	 	
              (a)

            	
              $4,000
                per annum for the first year of continuous service on the Board of
                Directors;

            


    

    


    
      	 	
              (b)

            	
              $7,000
                per annum for the second year of continuous service on the Board
                of
                Directors; and

            


    

    


    
      	 	
              (c)

            	
              $10,000
                per annum for the third year of continuous service and thereafter
                on the
                Board of Directors.”

            


    

    


    By
      Order of the Board of Directors, the foregoing amendments to the Director
      Compensation Plan are effective July 25, 2005.

    


    IFT
      CORPORATION

    


    


    
      	
              /s/
                Sharmeen Hugue, Corporate Secretary

            	 	
              7/25/05

            	 
	
              Sharmeen
                Hugue

            	 	
              Date

            	 
	
              Corporate
                Secretary