Exhibit 10.6 HPSC, Inc. 60 State Street Boston, Massachusetts 02109-1803 As of May 25, 1994 John Everets, Jr. 72 Chestnut Street Boston, Massachusetts 02108 Re: First Amendment to Employment Agreement --------------------------------------- Dear John: By unanimous resolution of the Board of Directors of HPSC, Inc. (the "Company") adopted at a meeting held May 25, 1994, as to which resolution you abstained from voting, the Company has agreed to amend the terms of your employment, as set forth in that certain letter agreement dated as of July 19, 1993 between you and the Company (your "Employment Agreement"), by adding the following new Paragraph 9 to your Employment Agreement: 9. The Company shall (a) indemnify you for fees and expenses incurred in successfully enforcing against the Company your rights under this Agreement, and (b) pay your expenses incurred in enforcing your rights under this Agreement, in advance of a final disposition of the action relating to such enforcement, upon receipt of your undertaking to repay the amount advanced if the Company prevails upon the final disposition of such action. Pursuant to Paragraph 8 of your Employment Agreement, if you agree to the above amendment, please sign both copies of this letter and return one copy to the Company. Sincerely, HPSC, Inc. By: /s/ Dollie A. Cole, Director ______________________________ Dollie A. Cole, Director By: Thomas M. McDougal, Director ______________________________ Thomas M. McDougal, Director ACCEPTED: John Everets, Jr. __________________________________ John Everets, Jr.