Exhibit 10.1



                                                                January 1, 2003

PRIVATE AND CONFIDENTIAL

AHC I Acquisition Corp.
c/o DLJ Merchant Banking II, Inc.
11 Madison Avenue
New York, NY 10010-3629

Attention: David Wittels

Ladies and Gentlemen:

     Reference is made to the letter agreement (the "Agreement"), dated December
12, 1997,  between AHC I Acquisition Corp. (which together with its subsidiaries
is hereinafter  referred to as the  "Company") and Donaldson,  Lufkin & Jenrette
Securities  Corporation  ("DLJ").  Capitalized terms used but not defined herein
have the meanings given thereto in the Agreement.

     It is  hereby  agreed  that,  notwithstanding  anything  contained  in  the
Agreement to the contrary,  (i) all  references to Donaldson,  Lufkin & Jenrette
Securities  Corporation or DLJ shall be deemed to be references to Credit Suisse
First Boston  Corporation  ("CSFB Corp.") and DLJ shall hereafter not be a party
to the Agreement, (ii) the Engagement Period shall continue through December 31,
2003,  and shall be extended  automatically  and without  further  action by the
parties for additional  successive terms of one (1) year each,  unless otherwise
terminated by either party in writing  within 60 days prior to the expiration of
the  initial  term or the  applicable  renewal  term and (iii)  effective  as of
January 1, 2003,  the annual  advisory  fee payable by the Company to CFSB Corp.
shall be  increased  from  $250,000  to  $400,000,  payable  quarterly  in equal
installments of $100,000,  payable March 31, June 30,  September 30 and December
31 of each year.

     Except as herein  expressly  amended,  the  Agreement  shall remain in full
force and effect in accordance with its terms.

     After  reviewing  this  letter,  please  confirm  that the  foregoing is in
accordance with your  understanding by signing and returning to me the duplicate
of this





letter attached hereto, whereupon it shall constitute a binding amendment to the
Agreement.


                                               Very truly yours,

                                               CREDIT SUISSE FIRST BOSTON
                                                 CORPORATION



                                               By: /s/ Andrew Snow
                                                   ---------------------------
                                                   Name:   Andrew Snow
                                                   Title:  Director

Accepted and agreed to:


AHC I ACQUISITION CORP.


By: /s/ Bruce Prashker
    -------------------------
    Name:   Bruce Prashker
    Title:  Vice President