whoever Executive reports to will hold one or more of the above titles and that such person will also have responsibility for merchandising.

     Any material adverse modification or diminution of Executives duties shall be considered to be a constructive discharge of Executive by Employer and shall entitle Executive, in addition to any other rights she may have, to the rights and remedies provided in Paragraph 7(a) hereof; provided, however, that Executive shall notify Employer of any alleged such modification or diminution, specifying same, and Employer shall have a period of thirty (30) days after such notice to cure such alleged modification or diminution before Executive shall be entitled to exercise any such rights under Paragraph 7(a) below.

(b)

Additional Positions. Executive shall, without any compensation in addition to that which is specifically provided in this Agreement, serve as an officer of the Employer and in such substitute or further offices or positions with Employer as shall from time to time be reasonably requested by the Employer. Each office and position with the Employer, in which Executive may serve or to which she may be appointed, shall be consistent in title and duties with Executives position. For service as a director or officer of Employer, which service shall in each instance be deemed to be at the request of the Employer and its Board of Directors, Executive shall be entitled to the protection of the applicable indemnification provisions of the charter and code of regulations of Employer and Employer agrees to indemnify and hold harmless Executive from and against any claims, liabilities, damages or expenses incurred by Executive in or arising out of the status, capacities and activities as an officer or director of the Employer, to the

maximum extent permitted by law and in accordance with any agreement for indemnification. On any termination of her employment, Executive shall be deemed to have resigned from all offices and directorships held by Executive.

(c)

Full Time and Attention. Executive agrees to her employment as described herein and agrees to devote all of her time and best efforts to the performance of her duties under this Agreement. Except as expressly permitted herein, Executive shall not, without the prior written consent of Employer, directly or indirectly during the term of this Agreement, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise. So long as it does not interfere with her full-time employment hereunder, Executive may attend to outside investments and serve as a director, trustee or officer of or otherwise participate in educational, welfare, social, religious and civic organizations.