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EXHIBIT 10.38
 
 Amended and Restated Employment Agreement
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   Effective Date: Term.
     Position and Duties
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Compensation, Benefits and Expenses.
 Salary
 Incentive Compensation
 Fringe Benefits .
 Expenses
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Termination.
 Termination.
        Time of Termination
 Effect of Termination of Employment
 (a)
    
    Termination Due to Death. In the event the Executives employment is
terminated due to his death, his estate or designated beneficiaries shall be entitled
to the following:
 (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
 (b)
    
    Termination Due to Disability. In the event the Executives employment is
terminated due to his permanent or total disability, the Executive or his legal
representative shall be entitled to the following:
 (i)
    
    any amounts payable on disability pursuant to any plans or
policies of the Employer; and
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(ii)
    
    any other amounts due but not yet paid from the Employer to the
Executive.
 (c)
    
    Termination for Cause. In the event the Executives employment is terminated
by the Employer for Cause, the Executive shall receive:
 (i)
    
    The equivalent of two (2) weeks Base Salary Amount in effect on
the Date of Termination, payable in accordance with the Employers standard
payroll policies;(ii)
    
    any other amounts due but not yet paid from the Employer to the
Executive; and(iii)
    
    reimbursement for three (3) months of COBRA premiums paid by
the Executive.
 (d)
    
    Termination Without Cause or for Good Reason. In the event the Executives
employment is terminated by the Employer without cause (other than by death or
disability) or by the Executive for Good Reason, the Executive shall be entitled to the
following:
 (i)
    
    A lump sum amount equal to the Base Salary Amount in effect on
the Date of Termination that would be payable for a period of six (6) months,
with such amount payable in lump sum in accordance with the Employers standard
payroll periods and policies;(ii)
    
    an additional amount equal to the Base Salary Amount in effect
on the Date of Termination that would be payable for a period of six (6)
months, with such amount payable in accordance with Employers standard payroll
periods and policies with the first such payment being made upon the six (6)
month anniversary of the Executives termination of employment;(iii)
    
    any other amounts due but not yet paid from the Employer to
the Executive; and(iv)
    
    reimbursement for six (6) months of COBRA premiums paid by the
Executive (Note: the Executive has the right to continue COBRA coverage for up
to eighteen (18) months).
 (e)
    
    Termination upon Change of Control. 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, the Executive shall be entitled to the following:
 (i)
    
    a lump sum amount equal to the Base Salary Amount in effect on
the Date of Termination that would be payable for a period of six (6) months,
with such amount payable in lump sum in accordance with the Employers standard
payroll periods and policies; and
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(ii)
    
    an additional amount equal to the Base Salary Amount in effect
on the Date of Termination that would be payable for a period of six (6)
months, with such amount payable in accordance with Employers standard payroll
periods and policies with the first such payment being made upon the six (6)
month anniversary of the Executives termination of employment.
 (f)
    
    The payments described in Sections 4.3(a), 4.3(b), 4.3(c)(i), 4.3(c)(ii),
4.3(d)(i), 4.3(d)(iii) and 4.3(e)(i)shall be made no later than 2 1/2 months following
the end of the taxable year of the Executive or the Employer, whichever is longer, in
which the termination event occurs. To that end, the Executive and the Employer agree
that the termination benefits described in this section 4.3 are intended to be exempt
from Section 409A (Section 409A) of the Internal Revenue Code of 1986, as amended
(the Code) pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term
deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable
benefits.
 Confidentiality.
 Confidential Information in General.
 Assignment
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Non-Disclosure
 Continuing Obligations
 Return of Employers Property.
  Non-Competition and Non-Solicitation.
 Non-Compete.
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Non-Solicitation
 Continuing Obligations
 Remedies
  Miscellaneous.
 Certain Definitions.
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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; orii.
    
    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.
   i.
    
    if employment terminates because of the
Executives death, the date of death;ii.
    
    if employment terminates for Cause, the
latest date specified in Section 4.1.3 of this Agreement;iii.
    
    if employment terminates because of permanent
or total disability, the date of determination that the Executive is so
disabled as described in Section 4.1.2 of this Agreement;iv.
    
    if employment terminates due to expiration of
term, the date of expiration.
  Dispute Resolution
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Notices
  
  
 GOVERNING LAW
 Entire Agreement; Amendment or Modification
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Binding Nature
 Survival
 Headings.
 Counterparts
 Successors and Assigns  Further Assurances
 Payments to Key Employees
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Involuntary Termination Payments to Employees (Safe Harbor)
   By:
    
    /s/ George PlattBy:
    
    /s/ John W. Slocum, Jr.
 EXECUTIVE
 By:
    
    /s/ Laurie L. Latham
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