October 28, 2010 Mr. Michael J. Kroll

Exhibit 10.2

October 28, 2010

Xx. Xxxxxxx X. Xxxxx

00 Xxx Xx.

Xxxxxxxx, XX  00000

Dear Xxxx:

This letter will confirm the April 4, 2007 agreement between Xxxxxx-Xxxxxx Corporation (the “Company”) and you concerning amounts payable to you as severance in the event of a change in control of the Company.

The Company and you agree that effective October 28, 2010 the first paragraph of the Letter Agreement is hereby amended to read in its entirety as follows:

“This letter will confirm the April 4, 2007 agreement between Xxxxxx-Xxxxxx Corporation (the “Company”) and you concerning amounts payable to you as severance in the event of a change in control of the Company on or prior to December 31, 2011.”

The Company and you agree that effective October 28, 2010 the second paragraph of the Letter Agreement is hereby amended to read in its entirety as follows:

“In the event of a change in control of Xxxxxx-Xxxxxx on or prior to December 31, 2011,  you will be paid a 2x annual base salary as severance, in the event that within 65 days after the change in control you have incurred  a “Separation from Service” (as defined in Exhibit A) as a result of termination of your employment by the Company or the successor employer resulting from the change in control, or as a result of your termination of your employment for “Good Reason” (as defined in Exhibit A); provided  however, that no severance payment will be made if you incurred a “Separation from Service” (as defined in Exhibit A) for any reason , prior to the change in control.

Any severance payment payable hereunder in the event of a change in control will be paid no later than March 15, following the end of the calendar year in which the applicable separation from service following the change in control occurs.”

Please indicate your agreement by signing this letter in the space provided below.

	Sincerely,
	XXXXXX-XXXXXX CORPORATION
Date	By:	/s/ Xxx Xxxxxx, Xx.
		Xxx Xxxxxx, Xx.
		Chairman

AGREED AND ACCEPTED:

/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx

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EXHIBIT A

(a)  “Separation from Service”  means , your “separation from service”, within the meaning of Section 409A of the Internal Revenue Code of 1980 as amended (the “Code’), from the Company or successor employer resulting from change in control.  To the extent required by the definition of “separation from service” under Section 409A of the Code, “Separation from Service” shall mean your separation from service (as so defined) from both the Company or successor employer resulting from the change in control, and all other persons with whom the Company or such successor employer would be considered a “single employer under Section 414(b) or (c) of the Code, but replacing the phrase “at least 80 %” with the phrase “at least 50% where it appears in Section 1563(a)(1), (2), and (3) of the Code and in the regulations under Section 414(c).

(b)  “Termination for Good Reason” means separation from service within 65 days following the initial existence of one or more of the following conditions arising without your consent:

 (1) A material diminution in your base compensation.

 (2) A material diminution in your authority, duties, or responsibilities.

 (3) A material change in the geographic location at which the service provider must perform the services;

provided that you have provided notice to the Company or successor employer resulting from a change in control, of the existence of one of the above conditions, within 30 days of the initial existence of the condition, upon the notice of which the Company or such successor employer has a period of at least 30 days during which it may remedy the condition and not be required to pay the amount due you.

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