EXHIBIT  10.3.1



MEMO

From:   Robert W. Weaver
To:     Larry J. Goddard
Date:   March 15, 2005

The  stated  term  of  your  employment contract expires December 31, 2004.  The
contract  contains an option to extend your employment for 12 months to December
31, 2005.  By way of this correspondence the Company is exercising the option to
extend your employment.

                                      -62-