Scheib Earl Inc Watch

from 10-Q 3 pages Earl Scheib, Inc. 15206 Ventura Boulevard Suite 200 Ventura, California 91403 December 10, 2004 Reference Is Made to the Earl Scheib, Inc. Modified Executive Retention and Incentive Plan Dated as of April 2, 2003 (The “Original Plan”). This Amendment Is Effective as of October 25, 2004. Section 3.1(a) of the Original Plan Is Amended and Restated to Read in Full as Follows: “(A) (I)your Employment Is Involuntarily Terminated by the Company or Any of Its Subsidiaries for Any Reason Other Than Just Cause, or (II) You Voluntarily Terminate Your Employment With the Company and All Subsidiaries for Good Reason Within 60 Days After the Occurrence of Such Good Reason”. Section 3.1(b) of the Original Plan Is Amended and Restated to Read in Full as Follows

from 10-K/A 28 pages 1.1 Definitions 1

from 10-K ~20 pages 1.1 Definitions Whenever Used in This Plan, the Following Capitalized Terms Shall Have the Meanings Set Forth in This Section 1.1, Certain Other Capitalized Terms Being Defined Elsewhere in This Plan

from 10-Q ~5 pages Material Contracts

from 10-Q ~5 pages Material contract

from 10-K ~5 pages Material contract

from 10-Q ~10 pages Material contract

from 10-K405 ~5 pages Employment Agreement Dated as of March 25

from 10-K ~10 pages 1994 Board of Directors Dated June 27, 1994

from 10-K ~10 pages 1994 Performance Esop Dated June 27, 1994

from 10-K ~5 pages Employment Agreement Dated 11/18/94

from 10-K 1 page Employment Agreement Dated March 1, 1995

from 10-K ~10 pages Stock Option Agreement Dated 01/10/95

from 10-K ~5 pages Stock Option Agreement Dated 11/30/94

from 10-K ~5 pages Employment Agreement Dated 11/18/94

from 10-Q ~5 pages Material contract

from 10-Q ~5 pages Material contract