Effect of Agreement; Letter Agreement to Continue in Full Force and Effect. Upon the effectiveness of this Agreement, each reference in the Letter Agreement to “Letter Agreement”, “Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to such Letter Agreement as modified or amended hereby. Except as specifically modified or amended herein, the Letter Agreement and the terms and conditions thereof shall remain in full force and effect.

Continuing Effect. Except as expressly provided herein, all of the terms and provisions of the Agreement are and shall remain in full force and effect.

Effect of this Letter. This letter will take effect once signed by you and on behalf of the Company. As amended by this letter, the terms of your Employment Agreement remain in effect, including, without limitation, the terms regarding termination of your employment.

Continuing Force and Effect. This Agreement shall continue in force until Payment In Full.

Upon the expiration or other termination of this Letter Agreement, the respective rights and obligations of the parties hereto will survive such expiration or other termination to the extent necessary to carry out the intentions of the parties hereunder. This Letter Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

Except as amended hereby, the Agreement remains in full force and effect as written.

Amendment - This Letter Agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto. This Letter Agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators.

This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

Continuing Validity. Except as expressly modified by this Amendment, the Agreement remains in full force and effect.

Effectiveness; Term. This Agreement is binding and effective as of the Effective