AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of July 1, 2002, by and between U.S.
CONCEPTS, INC., a Delaware corporation ("Employer"), and BRIAN MURPHY, an individual ("Employee").
W I T N E S S E T H:
WHEREAS, Employer and Employee are parties to that certain Employment Agreement, dated as of December
29, 1998, pursuant to which Employee serves as Chief Executive Officer of Employer (the "Agreement"); and
WHEREAS, Employer and Employee desire to extend the term of the Agreement until March 31, 2006 and to
modify Employee's annual compensation, all upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Employer and Employee agree as follows.
1. Section 2 of the Agreement is hereby amended so that the words "President and Chief Executive Officer" are
deleted in each place they appear in such Section and are replaced with the words "Chief Executive Officer" in
each such case.
2. Section 4 of the Agreement is hereby amended and restated to read in its entirety as follows:
"4. Term. This Agreement shall be for a term commencing on the date hereof and ending on March 31, 2006,
unless sooner terminated as hereinafter provided. Unless sooner terminated as hereinafter provided, the term of
this Agreement shall automatically continue after March 31, 2006, unless and until either party terminates this
Agreement by providing the other party with no less than ninety (90) days prior written notice of termination
effective on or after March 31, 2006."
3. Section 5.1 of the Agreement is hereby amended and restated to read in its entirety as follows:
"5.1 Salary. (a) For all of the services rendered by Employee to Employer, Employee shall receive a base salary
up to June 1, 2002 at the annual rate of Two Hundred Thousand Dollars ($200,000) during such time as
Employee is a full-time employee