Exhibit 10.1.1


AMENDMENT TO THE
EMPLOYMENT AGREEMENT WITH WILLIAM A. SANGER

        WHEREAS, EMSC, Inc. ("Purchaser") and William A. Sanger ("Executive") entered into an Employment Agreement ("Agreement") on December 6, 2004, as amended; and

        WHEREAS, the Purchaser and the Executive desire to amend the Agreement to reflect compliance with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

        NOW, THEREFORE, the Agreement is hereby amended effective January 1, 2009 as follows:

        1.     The third sentence of Section 6(a)(i) is deleted and replaced with the following:

        2.     Section 6(a)(iii) is deleted and replaced with the following:

        3.     The following language is added to the end of Section 6(a):


IN WITNESS WHEREOF, Purchaser and Executive have executed this Agreement, in multiple counterparts, each of which shall be deemed an original, this 30th day of December, 2008 and effective January 1, 2009.


PURCHASER


 


ATTEST:


By:


 


/s/ Todd G. Zimmerman



 


By:


 





Its:


 


Executive Vice President



 


Its:


 




 


EXECUTIVE


 


 


 


 


/s/ William A. Sanger



 


 


 


 


Print:


 


William A. Sanger



 


 


 


 





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AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH WILLIAM A. SANGER