##### 



EXHIBIT 10.43
 
 Amended and Restated Employment Agreement
    Effective Date: Term.
     Position and Duties
  1




---



##### 



Compensation, Benefits and Expenses.
 Salary
 Incentive Compensation
 Fringe Benefits .
 Expenses
 2




---



##### 



Options
 (i)
    
    an option, which shall vest upon the first anniversary of
employment, to purchase fifty thousand (50,000) Shares;(ii)
    
    an option to purchase two hundred thousand (200,000) Shares,
such options to vest in equal installments of four thousand one hundred sixty
six (4,166) Shares per month beginning thirteen (13) months after continuous
employment from the Effective Date;(iii)
    
    an option to purchase fifty thousand (50,000) Shares, such
option to vest immediately on the date following three (3) consecutive quarters
of profitability as defined by generally accepted accounting principles
consistently applied by the Employer;(iv)
    
    an option to purchase fifty thousand (50,000) Shares, sixteen
thousand six hundred sixty-six (16,666) Shares of such option shall vest when
the average closing price of the Employers Common Stock, for a twenty (20) out
of thirty (30) consecutive trading day period, has doubled in price from the
exercise price; the remaining thirty three thousand three hundred thirty four
(33,334) shares shall vest in equal installments of one thousand three hundred
eighty eight (1,388) shares per month thereafter; and(v)
    
    an option to purchase fifty thousand (50,000) Shares, sixteen
thousand six hundred sixty-six (16,666) shares of such option shall vest when
the average closing price of the Employers Common Stock, for a twenty (20) out
of thirty (30) consecutive trading day period, has tripled in price from the
Exercise Price; the remaining thirty three thousand three hundred thirty four
(33,334) shares shall vest in equal installments of one thousand three hundred
eighty eight (1,388) shares per month thereafter.
 3




---



##### 



Termination.
 Termination.
 4.1.1.
    
    the Executives death;4.1.2.
    
    the Executive is determined to be permanently disabled as defined under the
disability insurance policy covering the Executive;4.1.3.
    
    termination of Executive by Employer for Cause;4.1.4.
    
    termination of employment, as defined in Treasury Regulation Section
1.409A-1(h)(1)(ii), by the Executive upon written notice to the Employer;4.1.5.
    
    termination of the Executive by the Employer without cause upon written notice to
the Executive or termination by the Executive for Good Reason;4.1.6.
    
    the expiration of this Agreement; or4.1.7.
    
    a Change of Control of the Employer, if the Executives employment hereunder is
terminated by the Employer or its successor (other than pursuant to Section 4.1.3
above) after such Change of Control.
 Time of Termination
 Effect of Termination of Employment
  (i)
    
    any amounts payable on death pursuant to any plans or policies
of the Employer;(ii)
    
    any other amounts due but not yet paid from the Employer to the
Executive; and
  (i)
    
    any amounts payable on disability pursuant to any plans or policies of the
Employer; and(ii)
    
    any other amounts due but not yet paid from the Employer to the
Executive.
 4




---



##### 



1 2 t
 5




---



##### 



.
 Confidentiality.
 Confidential Information in General.
 Assignment
 Non-Disclosure
 6




---



##### 



Continuing Obligations
 Return of Employers Property.
  Non-Competition and Non-Solicitation.
 Non-Compete.
 7




---



##### 



Non-Solicitation
 Continuing Obligations
 Remedies
  Miscellaneous
 Certain Definitions
 
 (i)
    
    the Board of Directors of the Employer approves a plan to sell or dispose of by
merger, consolidation or other transaction all or substantially all of the Employers
operating assets (on a consolidated basis) or approves a plan of liquidation; or(ii)
    
    the Employer combines with another company and is the surviving corporation but
immediately after the combination , the persons who were the shareholders of the
Employer immediately prior to the combination own fifty (50) % or less of all
outstanding securities including vested options granted under the Plan of the combined
entity.
 8




---



##### 



Dispute Resolution
 Notices
  9




---



##### 



GOVERNING LAW
 Entire Agreement; Amendment or Modification
 Binding Nature
 Survival
 10




---



##### 



Headings.
 Counterparts
 Successors and Assigns
 Further Assurances
 .
  11




---



##### 



By:
    
    /s/ John W. Slocum, Jr
  By:
    
    /s/ George C. Platt
 12