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Exhibit 10.02
  
 :
   1. Employment . Section 4
 2. Duties .




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3. Salary, Bonus and Benefits .
 (a)
    
    Base Salary.During the Service Term, the Company will
pay you a base salary (the Annual Base Salary) as the Board may designate
from time to time. The initial Annual Base Salary shall be at the rate of
$285,000 per annum in accordance with the Companys customary payroll practices
(minus all applicable withholdings). The Annual Base Salary may be increased,
but not decreased, from time to time during the Service Term by the Board in
its sole discretion. Further, Steve Dubin, in his sole discretion, shall have
the authority to increase the Annual Base Salary in an appropriate manner in
the event that you devote more than one-half of your working time to the
business of the Company and its subsidiaries. The compensation provided for in
this letter agreement includes all compensation to be paid to you during the
Service Term for your service as both an employee of the Company and as a
member of the Board of Directors of the Company and you will not receive any
fees like those paid to members of the Board who are not employees of the
Company.(b)
    
    Bonus and Stock Incentive Plans. While you will not be
a participant in the Companys Management Cash Bonus Incentive Plan (the Bonus
Plan), the Board may, in its sole discretion, pay you a bonus, pro-rated for
the period of November 1, 2005 to June 30, 2006, on the same basis that bonus
payments are made to Eligible Employees under the Bonus Plan for the Companys
FY2006. The Board may also make equity grants to you under the Companys stock
incentive plans in the Boards sole discretion.(c)
    
    Benefits.
 (i)
 (ii)
 (iii)




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Section 3(c)
 4. Employment Term . Section 5
 5. Termination .
 (a)
    
    Your death.(b)
    
    Your disability, which means your incapacity due to physical or mental illness
such that you are unable to perform the essential functions of your previously
assigned duties where (1) such incapacity has been determined to exist by either (x)
the Companys disability insurance carrier or (y) by the concurring opinions of two
licensed physicians (one selected by the Company and one by you), and (2) the Board
has determined, based on competent medical advice, that such incapacity will likely
last for a continuous period of at least six (6) months. Any such termination for
disability shall be only as expressly permitted by the Americans with Disabilities
Act.(c)
    
    Termination by the Company effective (i) upon delivery to you of written notice
from the Board that you have been terminated with cause, or (ii) 30 days following
delivery to you of written notice from the Board that you have been terminated
without cause.(d)
    
    Your voluntary resignation by the delivery to the Board of a written notice of
resignation at least 30 days prior to the resignation effective date.(e)
    
    Expiration of the Service Term under Section 4 of this letter.
 6. Rights on Termination .




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Very truly yours,/s/ Robert J. FlanaganRobert Flanagan,Chairman, Nominating and CorporateGovernance Committee
 
 /s/ Henry Linsert, Jr.Henry Pete Linsert, Jr.