Exhibit 10.1

                              EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is made and entered into
this 28th day of October,  1999,  by and between  Innapharma,  Inc.,  a Delaware
corporation (the "Company"), and MARTIN F. SCHACKER ("Executive"), a resident of
Suffolk County, New York.

         WHEREAS,  the  Company is  engaged  in the  business  of  research  and
development  of new  pharmaceuticals  and related  products and the licensing of
such pharmaceuticals and products to pharmaceutical  manufacturing companies and
related marketing of such products.

         WHEREAS,  the Company desires that Executive render employment services
to the  Company  for a  period  of  time  specified  hereinbelow,  and  as  more
particularly described herein.

         WHEREAS,  Executive desires to render such employment services upon the
terms and conditions and at the rate(s) of compensation set forth herein.

         NOW,  THEREFORE,  in consideration of the mutual  covenants,  terms and
provisions herein contained and for other good and valuable  consideration,  the
parties hereto agree as follows:

         1.  EMPLOYMENT.  The Company  hereby  employs  Executive  and Executive
hereby  accepts  employment by the Company for the period and upon the terms and
conditions hereinafter set forth.

         2. CAPACITY AND DUTIES.  Executive  shall by employed by the Company as
Co-Chief Executive Officer,  Co-Chairman of the Board of Directors and Secretary
for the Term  specified in Section 5 below,  and will  faithfully and diligently
perform  the  services  and  functions  relating  to such  offices or  otherwise
reasonably incident to such offices, as may be assigned from time to time by the
Board of Directors.  Executive will,  during the term of this Agreement,  devote
substantial  and  sufficient  productive  time and efforts as are  necessary  to
perform and discharge the duties and responsibilities of Executive which are set
forth  herein  and  shall not take part in  activities  detrimental  to the best
interests of the Company. The Company understands,  agrees and acknowledges that
executive  is  currently  Chairman  of M.S.  Farrell & Company,  and  intends to
continue in that position during the entire term of this Agreement.

         3. OTHER BUSINESS ACTIVITIES.  Except as provided above in paragraph 2,
during  the  Term of his  employment,  Executive  shall  not be  employed  by or
participate  or engage in or be associated  with the  management or operation of
any business  enterprise other than the Company that will substantially  detract
from his  ability to perform his duties to the  Company,  unless the Board gives
its  prior  written  consent,  such  consent  not to be  unreasonably  withheld.
Notwithstanding the foregoing, Executive shall not be prevented from engaging in
personal  business,  investment,

<PAGE>

charitable  or civic  activities as long as such  activities  do not  materially
interfere  with the  satisfactory  discharge  by  Executive  of his  duties  and
responsibilities hereunder.

         4. TERM. The term of Executive's  employment  hereunder  shall be three
(3) years  commencing  on December 15, 1999  (`Term").  The term of  Executive's
employment  shall  thereafter  automatically be renewed from year to year unless
and until  either  party shall give notice of his or its  election to  terminate
Executive's  employment  at  least  ninety  (90)  days  prior  to the end of the
then-current term, unless earlier terminated as hereinafter provided.

         5. COMPENSATION, EXPENSES, BENEFITS.

                 a.  BASE  SALARY.  As  compensation  for  Executive's  services
herein,  the company shall pay to Executive a minimum  annual base salary of One
Hundred Sixty Thousand Dollars  ($160,000) ("Base Salary"),  payable in periodic
equal  installments  not less frequently than monthly,  less such sums as may be
required  to be deducted or withheld  under  applicable  provisions  of federal,
state and local law and any  additional  withholdings  authorized  in writing by
Executive,  provided that Executive  shall be entitled to an annual  increase in
salary  of not  less  than  ten  percent  (10%)  of  the  prior  year's  salary.
Executive's  Salary shall also be subject to normal periodic review by the Board
of Directors at least annually for increases based on the salary policies of the
company and the Executive's contributions to the enterprise.

                 b. BONUS  COMPENSATION.  Executive  shall also be  eligible  to
participate in year-end bonus  compensation  which may be paid from time to time
by the  Company at the end of the  Company's  fiscal  year (or,  if the Board of
Directors shall so determine,  at such other time or times throughout the fiscal
year as may be appropriate) based upon the overall financial  performance of the
Company, the Executive's individual performance and other standards as the Board
of Directors shall from time to time determine.  Any bonus compensation shall be
payable on such terms and at such times as the Board of Directors of the Company
shall  determine,  less such sums as may be  required to be deducted or withheld
under applicable  provisions of federal,  state and local law and any additional
withholdings authorized in writing by Executive.

                 c. BENEFITS.  Executive shall be entitled to participate in all
of the  employee  benefit  plans  provided by the  Company,  including,  but not
limited to, pension, 401(k), profit sharing, stock incentive, bonus or incentive
compensation,  stock option,  and stock  purchase  plans,  group and  individual
disability  insurance,  medical and dental insurance,  group and individual life
insurance,  and such other plans of the Company or additional  benefit programs,
plans or  perquisites  as the  Company  may from  time to time  provide  for its
executive officers.

                 d. EXPENSE REIMBURSEMENT. The Company shall reimburse Executive
for  all  ordinary  and  necessary  business  expenses  incurred  by  him in the
performance of his duties and  responsibilities  hereunder,  including,  without
limitation,  travel  (including  mileage and tolls) and  entertainment  expenses
reasonably  related to the business or

<PAGE>

interests of the Company.  Such expenses shall either be billed  directly to the
Company or reimbursed  upon submission by Executive of receipts or other written
documentation  of such expenses as required by the Company's  policies from time
to time in effect.

                 e.  VACATION.  Executive  will be  entitled to six (6) weeks of
paid  vacation per year,  or such greater  period as the Board of Directors  may
from time to time approve. Any vacation not used in one year may be carried over
to the next year.

         6. SERVICE AS OFFICER OF SUBSIDIARIES.  Service as Director. During the
Term,  Executive  shall, if elected or appointed,  serve or continue to serve as
(a) an officer of any  subsidiaries  of the Company in  existence  or  hereafter
created  or  acquired  and  (b) a  director  of  the  Company  and/or  any  such
subsidiaries  of the Company,  in each case without any additional  compensation
for such services.

         7. DIRECTORS AND OFFICERS'  INSURANCE.  From the beginning date of this
Agreement  until its termination in accordance with the terms and provisions set
forth  herein,   the  Company  shall  provide   Executive  with  continuous  and
uninterrupted  directors and officers' liability insurance coverage, at the sole
cost and expense of the Company. The Company represents and warrants that it has
obtained such coverage and that such coverage is presently in force.

         8. TERMINATION OF EMPLOYMENT.  Executive's  employment hereunder may be
terminated  during  the  Term  upon  the  occurrence  of any  one of the  events
described in this Section.

                 a.  DEATH OR  DISABILITY.  This  Agreement  and the  employment
relationship  created  hereby will  terminate  upon the death or  disability  of
Executive.  For purposes of this  Section  8(a),  "disability"  shall mean for a
period of six (6) months in any twelve (12) month period  Executive is incapable
of  substantially  fulfilling  the duties set forth in the Agreement  because of
physical,  mental or emotional  incapacity  resulting  from injury,  sickness or
disease. In the event that Executive dies during the Term, the Company shall pay
to Executive's  executors,  legal  representatives  or  administrators an amount
equal  to  the  accrued  and  unpaid  portion  of  his  Base  Salary  and  other
compensation for the month in which he dies.

                 b.  TERMINATION  BY THE  COMPANY  FOR CAUSE.  The  Company  may
terminate Executive's  employment hereunder at any time for "cause" upon written
notice to Executive. For purposes of this Agreement, "cause" shall mean: (i) any
material breach by Executive of any of his material  obligations under Section 9
of  this  Agreement,   (ii)  any  material   failure  by  Executive  to  perform
satisfactorily  the duties  required  by or  appropriate  for his  position,  as
determined  by the Board of Directors  in its  reasonable  discretion,  or (iii)
other  conduct of Executive  involving any type of habitual  intoxication,  drug
addition,  disloyalty to the Company or willful  misconduct  with respect to the
Company,  including  without  limitation  fraud,  embezzlement,  theft or proven
dishonesty  in the  course of his  employment  or  conviction  of a felony.  The
Company  may  terminate  Executive's  employment  for cause only after a written
demand for substantial

<PAGE>

performance  is delivered to Executive by the Board of  Directors,  which demand
shall  specify  the  manner  in  which  the  Board  believes  Executive  has not
substantially  performed his duties.  Executive shall not be deemed to have been
terminated  for cause unless and until there shall have been  delivered to him a
copy of a resolution duly adopted by the Board of Directors at a full meeting of
the Board called and held for that purpose,  and following  reasonable notice to
Executive  and an  opportunity  for him to be heard  before  the  full  Board of
Directors.  In the event of  termination  of  Executive's  employment for cause,
Executive shall continue to receive all salary, bonuses, and benefits under this
Agreement until the effective date of such termination.

                 c. TERMINATION BY EXECUTIVE.  Executive shall have the right to
terminate this Agreement for any reason upon sixty (60) days written notice.  In
the event Executive terminates this agreement,  his salary, bonuses and benefits
will terminate effective the date of his termination of employment.

         9. COMPANY PROPERTY AND CONFIDENTIALITY.

                 a. Executive  recognizes and acknowledges  that the Proprietary
Information (as hereinafter defined) is a valuable,  special and unique asset of
the Company. As a result,  both during the Term and thereafter,  Executive shall
not,  without he prior  written  consent of the Company,  for any reason  either
directly or indirectly divulge to any third party or use for his own benefit, or
for  any  purpose  other  than  the  exclusive  benefit  of  the  Company,   any
confidential,  proprietary,  business and technical information or trade secrets
of the Company or of any  subsidiary  or affiliate of the Company  ("Proprietary
Information")  revealed,  obtained or developed in the course of his  employment
with the Company.

                 b.  All  right,  title  and  interest  in  and  to  Proprietary
Information shall be and remain the sole and exclusive  property of the Company.
During  the Term,  Executive  shall not  remove  from the  Company's  offices or
premises any documents,  records,  notebooks,  files,  correspondence,  reports,
memoranda or similar  materials of or  containing  Proprietary  Information,  or
other  materials  or  property  of any  kind  belonging  to the  Company  unless
necessary and  appropriate  in accordance  with the duties and  responsibilities
required  by or  appropriate  for his  position  and,  in the  event  that  such
materials and property are removed,  all of the  foregoing  shall be returned to
their proper files or places of  safekeeping  as promptly as possible  after the
removal  shall serve its specific  purpose.  Executive  shall not make,  retain,
remove  and/or  distribute  any  copies of any of the  foregoing  for any reason
whatsoever  except as may be necessary in the  discharge of his assigned  duties
and shall not divulge to any third person the nature  and/or  contents of any of
the foregoing or of any other oral or written  information  to which he may have
access or with which for any reason he may become familiar, except as disclosure
shall be necessary in the  performance  of his duties.  Upon  termination of his
employment with the Company, Executive shall leave with or return to the Company
all  originals  and  copies of the  foregoing  then in his  possession,  whether
prepared by Executive or others.


<PAGE>

         10. RESTRICTIVE COVENANT.

                 a. The services of Executive are unique and  extraordinary  and
essential to the business of the Company,  especially since Executive shall have
access to the Company's  customer lists,  trade secrets and other privileged and
confidential  information  essential  to  the  Company's  business.   Therefore,
Executive  agrees that, if the term of his employment  hereunder shall expire or
his employment  shall at any time terminate for any reason  whatsoever,  with or
without  cause,  Executive  will not at any time  within one (1) year after such
expiration or  termination,  without the prior written  approval of the Company,
directly  or  indirectly,  anywhere  in the United  States of  America,  whether
individually or as a principal,  officer, employee,  partner, director, agent of
or consultant for any entity,  (i) engage or participate in a business which, as
of such  expiration  or  termination  date, is similar to or  competitive  with,
directly or indirectly,  that of the Company and shall not make any  investments
in any such similar or  competitive  entity;  (ii) cause or seek to persuade any
director,  officer,  employee,  customer,  agent,  licensee  or  supplier of the
Company to discontinue the status,  employment or relationship of such person or
entity with the Company,  or to become  employed in any  activity  similar to or
competitive with the activities of the Company;  (iii) cause or seek to persuade
any prospective customer, licensee or supplier of the Company (which at the date
of cessation of Executive's  employment with the Company was then actively being
solicited by the Company) to determine not to enter into a business relationship
with the Company;  (iv) hire or retain any director,  officer or employee of the
Company; or (v) solicit or cause or authorize to be solicited,  for or on behalf
of him or any third  party,  any  business  which is  competitive,  directly  or
indirectly,  with the  Company  from (a) others who are,  or were within one (1)
year prior to the  cessation of his  employment  with the Company,  customers or
licensees of the  Company,  or (b) any  prospective  customer or licensee of the
Company which at the date of such cessation was then actively being solicited by
the Company.  There  foregoing  restrictions  set forth in this Paragraph  10(a)
shall apply likewise during the Term.

                 b.  Executive  agrees  promptly  to  disclose in writing to the
Board of  Directors  of the  Company  all ideas,  processes,  methods,  devices,
business concepts,  inventions,  improvements,  discoveries,  know-how and other
creative  achievements  (hereinafter referred to collectively as "discoveries"),
whether  or not the same or any  part  thereof  is  capable  of being  patented,
trademarked,  copyrighted,  or otherwise  protected,  which the Employee,  while
employed by the  Company,  conceives,  makes,  develops,  acquires or reduces to
practice,  whether acting alone or with others and whether during or after usual
working hours, and which are related to the Company's business or interests,  or
are used or usable by the  Company,  or arise out of or in  connection  with the
duties  performed by Executive.  Executive  hereby  transfers and assigns to the
Company  all  right,  title and  interest  in and to such  discoveries  (whether
conceived,  made, developed,  acquired or reduced to practice on or prior to the
date hereof or hereafter), including any and all domestic and foreign copyrights
and patent and trademark rights therein and any renewals thereof.  On request of
the Company,  Executive will, without any additional compensation,  from time to
time during, and after

<PAGE>

the expiration or  termination  of, the Term,  execute such further  instruments
(including,  without  limitation,  applications for copyrights,  letters patent,
trademarks and assignments thereof) and do all such other acts and things as may
be deemed  necessary or desirable by the Company to protect  and/or  enforce its
right in respect of such discoveries.  All expenses of filing or prosecuting any
patent,  trademark or copyright  application shall be borne by the Company,  but
the Employee shall cooperate in filing and/or prosecuting any such application.

                 c.  Executive  acknowledges  and  agrees  that,  prior  to  his
employment by the Company, he did not conceive, make, develop, acquire or reduce
to  practice  any  discovery  which is  related  to the  Company's  business  or
interests or is used or usable by the Company.

         11. INJUNCTIVE RELIEF.  Executive  acknowledges and agrees that, in the
event he shall violate any of the restrictions of Paragraph 2 or 10 hereof,  the
Company will be without an adequate remedy at law and will therefore be entitled
to enforce such  restrictions by temporary or permanent  injunctive or mandatory
relief in any court of competent  jurisdiction  without the necessity of proving
damages and without  prejudice to any other remedies which it may have at law or
in equity.  Executive  acknowledges  and agrees  that,  in addition to any other
state having proper jurisdiction, any such relief may be sought in, and for such
purpose  Executive  consents to the  jurisdiction of, the courts of the State of
New York.

         12. WAIVER.  No waiver of any of the provisions of this Agreement shall
be deemed, or shall constitute, a waiver of any other provision,  whether or not
similar,  nor shall any waiver  constitute  a continuing  waiver.  No failure to
enforce  any right or  provision  hereunder  shall  preclude or affect the later
enforcement  of such  right or  provision.  No waiver  shall be  binding  unless
executed in writing by the party making the waiver.

         13. BINDING  EFFECT.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their respective legal representatives and to
any successor of the Company,  which successor shall be deemed to be substituted
for the Company under the terms of this  Agreement.  As used in this  Agreement,
the term  "successor"  shall  include any person,  firm,  corporation,  or other
business  entity which at any time,  whether by merger,  purchase or  otherwise,
acquires all or substantially all of the assets or business of the Company.

         14.  SEVERABILITY.  If any of the provisions,  or portions thereof,  of
this  Agreement  or the  application  thereof  are held to be  unenforceable  or
invalid by any court of competent jurisdiction,  the remainder of this Agreement
shall  not be  affected  thereby  and to this end only  the  provisions  of this
Agreement are declared severable.

         15.  GOVERNING  LAW,  VENUE AND  JURISDICTION.  This  Agreement and the
rights and  obligations  of the parties  shall be  governed  by,  construed  and
enforced in accordance with the laws of the State of New York, without regard to
the  conflict of law

<PAGE>

rules of the State of New York.  For  purposes of venue and  jurisdiction,  this
Agreement  shall be deemed made and to be performed in New York, and the parties
hereby  select New York as the proper  venue for any  action  filed to  enforce,
construe or interpret this Agreement.

         16. ATTORNEYS' FEES AND COSTS. In the event any attorney is employed by
either party to this Agreement  with regard to any legal action,  arbitration or
other proceeding  brought by either party for the enforcement or  interpretation
of this  Agreement,  or  because  of any  alleged  dispute,  breach,  default or
misrepresentation  with respect to any  provision of this  Agreement,  the party
prevailing  in any such  proceeding  shall be  entitled  to  recover  reasonable
attorneys' fees and other costs and expenses incurred,  in addition to any other
relief to which it may be entitled.

         17. NOTICES. Any notices, consents,  demands,  requests,  approvals and
other  communications  required or  permitted  to be given under this  Agreement
shall be in  writing  unless  otherwise  so  provided.  Any  written  notice  or
communication shall be personally  delivered,  telexed or faxed, or deposited in
the United States mail, postage prepaid,  certified or registered return receipt
requested, as follows:

         IF TO THE COMPANY:
         ------------------
         400 Rella Boulevard, Suite 200
         Suffern, New York 10901
         Telephone: (914) 357-4100

         WITH A COPY TO:
         --------------
         Certilman Balin Adler & Hyman, LLP
         90 Merrick Avenue
         East Meadow, New York 11554
         Attention: Fred S. Skolnik, Esq.
         Facsimile: (516) 296-7111

         IF TO EXECUTIVE:
         ----------------
         2 Gerry Lane
         Lloyd Harbor, New York 11743
         Telephone: (516) 423-8221

Delivery  or  service of any  written  notice or  communication  shall be deemed
effective (i) if personally  delivered,  upon such delivery;  (ii) if telexed or
faxed, upon  acknowledgment or confirmation  thereof;  or (iii) if mailed,  upon
receipt by the other party, but in any event within 72 hours after transmission.

         18.  AMBIGUITIES.  The rule of construction that any ambiguities are to
be  resolved   against  the  drafting   party  shall  not  be  employed  in  the
interpretation of this Agreement or of any amendments or exhibits thereto.

<PAGE>

         19. SECTION  HEADINGS.  The section  headings in this Agreement are for
convenience  only;  they form no part of this Agreement and shall not affect its
interpretation.

         20. FURTHER  ASSURANCES.  Each of the parties to this  Agreement  shall
executive  and deliver such further  instruments  and take such other actions as
any other party shall  reasonably  request in order to effectuate the purpose of
this Settlement Agreement and the agreements attached as exhibits hereto.

         21. COUNTERPARTS.  This Agreement may be executed in counterparts,  all
of which taken together shall be deemed an original agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
effective as of the day and year first written above.

EXECUTIVE:                               COMPANY:
---------                                -------

                                         INNAPHARMA, INC.
                                            a Delaware Corporation

--------------------------------
Martin F. Schacker

                                         By:
                                             -----------------------------------
                                                David Abel
                                                Co-Chief Executive Officer and
                                                Co-Chairman of the Board

                                         By:
                                             -----------------------------------
                                                John P. Feighner
                                                President


<PAGE>

             ADDENDUM TO EMPLOYMENT AGREEMENT OF MARTIN F. SCHACKER

         CHANGE  OF  TITLE.   Executive  and  the  Company  agree  that,  at  an
appropriate  time during the Term,  if both  Executive  and the  Company  agree,
Executive's title, as set forth in Paragraph 2 of the Agreement,  may be changed
to a different, mutually acceptable title. In the event of such change of title,
all other provisions of the Agreement would remain in full force and effect.

         VACATION. It is further agreed that the number of weeks of vacation set
forth in Paragraph 5(e) of the Agreement is hereby changed to five (5).

EXECUTIVE:                                   COMPANY:
---------                                    -------

                                             INNAPHARMA, INC.
                                                a Delaware Corporation

--------------------------------
Martin F. Schacker

                                             By:
                                                --------------------------------
                                                David Abel
                                                Co-Chief Executive Officer and
                                                Co-Chairman of the Board

                                             By:
                                                 John P. Feighner
                                                 -------------------------------
                                                 President


<PAGE>



             ADDENDUM TO EMPLOYMENT AGREEMENT OF MARTIN F. SCHACKER

         Reference is made to that certain  Employment  Agreement by and between
Innapharma,  Inc. (the  "Company") and Martin F. Schacker  ("Executive"),  dated
December 15, 1999, as amended (the "Agreement").

         WHEREAS, on or about February 6, 2001, the Company's Board of Directors
passed a  resolution  authorizing  certain  changes to the  Agreement  set forth
below,

         NOW THEREFORE,  in  consideration  of the mutual  covenants,  terms and
provisions herein contained and for other good and valuable  consideration,  the
parties hereby agree to amend the Agreement as follows:

         4. TERM.  The Term of the  Agreement  shall be  extended  by two years,
through and including December 15, 2004.

         5. COMPENSATION. Paragraph 5(a) of the Agreement shall be replaced with
the following:

                 a.  BASE  SALARY.  As  compensation  for  Executive's  services
herein,  the company shall pay to Executive an annual base salary of Two Hundred
Fifty Thousand Dollars  ($250,000)  ("Base  Salary"),  payable in periodic equal
installments not less frequently than monthly, less such sums as may be required
to be deducted or withheld  under  applicable  provisions of federal,  state and
local law and any  additional  withholdings  authorized in writing by Executive.
Executive's  Salary shall be subject to normal  periodic  review by the Board of
Directors at least  annually for increases  based on the salary  policies of the
company and the Executive's contributions to the enterprise.

         The Agreement shall remain unchanged in all other respects.

EXECUTIVE:                                   COMPANY:
---------                                    -------


                                             By:
----------------------------------             --------------------------------
Martin F. Schacker                             John P. Feighner
                                               President

Dated:  February 9, 2001




<PAGE>


             ADDENDUM TO EMPLOYMENT AGREEMENT OF MARTIN F. SCHACKER

         Reference is made to that certain  Employment  Agreement by and between
Innapharma,  Inc. (the  "Company") and Martin F. Schacker  ("Executive"),  dated
December 15, 1999, as amended (the "Agreement").

         WHEREAS,  on or  about  December  11,  2001,  the  Company's  Board  of
Directors passed a resolution  authorizing  certain changes to the Agreement set
forth below,

         NOW THEREFORE,  in  consideration  of the mutual  covenants,  terms and
provisions herein contained and for other good and valuable  consideration,  the
parties hereby agree to amend the Agreement as follows:

         4. TERM.  The Term of the Agreement  shall be extended by one (1) year,
through and including December 15, 2005.

         5. COMPENSATION. Paragraph 5(a) of the Agreement shall be replaced with
the following:

                 a.  Base  Salary.  As  compensation  for  Executive's  services
herein,  the  company  shall pay to  Executive  an annual  base  salary of Three
Hundred Thousand Dollars  ($300,000) ("Base Salary"),  payable in periodic equal
installments not less frequently than monthly, less such sums as may be required
to be deducted or withheld  under  applicable  provisions of federal,  state and
local law and any  additional  withholdings  authorized in writing by Executive.
Executive's  Salary shall be subject to normal  periodic  review by the Board of
Directors at least  annually for increases  based on the salary  policies of the
company and the Executive's contributions to the enterprise.

         The Agreement shall remain unchanged in all other respects.

EXECUTIVE:                                   COMPANY:
---------                                    -------


                                             By:
----------------------------------             --------------------------------
Martin F. Schacker                             John P. Feighner
                                               President


Dated:  December 18, 2001


<PAGE>



             ADDENDUM TO EMPLOYMENT AGREEMENT OF MARTIN F. SCHACKER

         Reference is made to that certain  Employment  Agreement by and between
Innapharma,  Inc. (the "Company") and Martin F. Schacker  ("Executive(degree)'),
dated December 15, 1999, as amended (the "Agreement").

         This  addendum  is  made to  correct  an  omission  from  the  original
Agreement,

         NOW THEREFORE,  in  consideration  of the mutual  covenants,  terms and
provisions herein contained and for other good and valuable  consideration,  the
parties hereby agree to amend the Agreement as follows:

         5. COMPENSATION.  Expenses.  Benefits. Paragraph 5(f) shall be added to
the Agreement as follows:

                 f. AUTOMOBILE ALLOWANCE.  Executive shall receive an automobile
allowance of $500 per month for automobile wear and tear.

         The Agreement shall remain unchanged in all other respects.


EXECUTIVE:                                   COMPANY:
---------                                    -------


                                             By:
----------------------------------             --------------------------------
Martin F. Schacker                             John P. Feighner
                                               President


Dated:  January 14, 2003