Exhibit 10.65


    EXHIBIT
      10.65

    


    


    SECOND
      AMENDMENT TO 

    RETENTION
      AGREEMENT

    


    THIS
      SECOND AMENDMENT to that certain Retention Agreement by and between THOMAS
      GALLAHUE, an individual (hereinafter referred to as “Gallahue”) and CONSUMER
      PROGRAMS INCORPORATED, a Missouri corporation (on behalf of itself and its
      affiliates hereinafter referred to, alternatively and collectively, as “CPI”)
      dated as of January 12, 2006 and amended as of August 23, 2006 (hereinafter
      the
      Agreement and the First Amendment referred to as the “Retention Agreement”) is
      entered into as of the 26th day of October, 2006. 

    


    WHEREAS,
      the parties desire to extend Gallahue’s employment under the Retention
      Agreement; 

    


    NOW,
      THEREFORE, in consideration of the covenants set forth herein, the parties
      hereby agree to amend the
      Retention Agreement as follows:

    


    1. Section
      1
      of the Retention Agreement shall be amended in its entirely to read as
      follows:

    


    Retirement.
      Gallahue shall retire from employment with CPI on the later of (a) February
      3,
      2007 or (b) such date as the parties mutually agree (the “Retirement Date”).
 

     

    2.
      Subsections 3(a) and 3(b) of the Retention Agreement shall be amended in their
      entirety to read as follows:

     

    
      	(a)  	
              base
                salary (i) from May 1, 2006 through October 8, 2006 and from October
                29,
                2006 through the Retirement Date, based on the annual rate of One
                Hundred
                Two Thousand Dollars ($102,500.00) and (ii) from October 9, 2006
                through
                October 28, 2006, based on the annual rate of Two Hundred Five Thousand
                Dollars ($205,000.00);

            


    

    


    
      	(b)  	
              a
                bonus for the (i) first quarter of fiscal year in the amount of Eight
                Thousand Seventy-one Dollars ($8,071.00), which is Gallahue’s guaranteed
                bonus amount and (ii) for the period from October 9, 2006 through
                the
                Retirement Date based on CPI performance for the fourth quarter of
                fiscal
                year 2006;

            


    

    


    3. Section
      4
      of the Retention Agreement shall be deleted in its entirety and replaced by
      the
      following:

    


    4.
      Benefits
      and Responsibilities.

    


    (a)
      From
      May 1, 2006 through the Retirement Date, Gallahue will not be required to
      supervise any CPI employees and will not accrue any paid vacation. 

    


    (b)
      Gallahue shall provide (i) an average of twenty (20) hours of service to CPI
      each week from August 31, 2006 through October 8, 2006; (ii) an average of
      forty
      (40) hours of service to CPI each week from October 9, 2006 through October
      28,
      2006; and (iii) such hours as Gallahue deems necessary to carry out his duties
      from October 29, 2006 through the Retirement Date. 

    


    (c)
      From
      October 29, 2006 through the Retirement Date, Gallahue shall (i) be authorized
      to work from his homes in St. Louis, Missouri, and Sarasota, Florida; (ii)
      shall
      have continued access to CPI computer equipment and networks; and (iii) shall
      receive reimbursement for Internet access at his homes so that he may carry
      out
      the duties of his position with CPI.

    


    (d)
      From
      October 29, 2006 through the Retirement Date, CPI will arrange and/or reimburse
      Gallahue for air travel, from Sarasota, Florida to St. Louis, Missouri, at
      reasonable intervals as Gallahue deems necessary to carry out the duties of
      his
      position with CPI. 

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    4. Unless
      otherwise defined herein, all capitalized terms shall have the definition
      ascribed to them in the Retention Agreement.

    


    5. The
      Retention Agreement is hereby ratified and affirmed as amended by this Second
      Amendment. 

    


    


    IN
      WITNESS WHEREOF, the parties have executed this Second Amendment to the
      Retention Agreement as of the date first written above. 

     

    


    CONSUMER
      PROGRAMS INCORPORATED,

    a
      Missouri corporation, on behalf of itself and its affiliates

    


    


    By:
      /s/
      Renato Cataldo

                                                                   
      ___________________________________

    Renato
      Cataldo

    Chief
      Executive Officer

    


    /s/
      Thomas Gallahue

    ____________________________________

    Thomas
      Gallahue