This Amendment may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Amendment shall become binding when one or more counterparts taken together shall have been executed and delivered by each of the parties. Except as modified or supplemented by this Amendment, the terms of the Employment Agreement arc hereby ratified and confirmed. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York without reference to principles of conflicts of law.