Re: First Amendment to Employment Agreement

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EXHIBIT 10.46

        December 23, 2002

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▇▇▇▇▇*s
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Re: First Amendment to Employment Agreement

Dear ▇▇. ▇▇▇▇▇:

        This letter, when countersigned by you, shall constitute the First Amendment to the Employment Agreement between you and ▇▇▇▇▇*s Corp., dated as of December 20, 2001, and shall be effective as of December 20, 2002.

(1)

Section 3(a) of the Employment Agreement is hereby amended by deleting the amount "$150,000" and replacing it with "$200,000."



(2)

Section 3(b) of the Employment Agreement is hereby amended by deleting the amount "$100,000" and replacing it with "$125,000."



(3)

In all other respects, the Employment Agreement shall continue in full force and effect without modification.

        If you are in agreement with the foregoing, please countersign below in the space indicated.

		Sincerely,
		▇▇▇▇▇*s Corp.
		By:	/s/  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ President

ACKNOWLEDGED AND AGREED:

/s/  ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

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EXHIBIT 10.46