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EXHIBIT 10.42
 
 Amended and Restated Employment Agreement
    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(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:
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(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(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
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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 the Employers Property.
  Non-Competition and Non-Solicitation.
 Non-Compete.
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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
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(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.
   (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
 Notices
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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 .
 Involuntary Termination Payments to Employees (Safe Harbor) .
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By:
    
    /s/ George PlattBy:
    
    /s/ John W. Slocum, Jr.
  By:
    
    /s/ Gary J. Klembara
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