Interstate National Dealer Services Inc Watch

from 10-K 1 page 1 Amendment No. 1 to Amended and Restated Employment Agreement Amendment No. 1, Dated as of November 27, 2001, to the Amended and Restated Employment Agreement, Dated as of February 1, 1999 (The "Agreement"), Between Interstate National Dealer Services, Inc. (The "Company") and Lawrence J. Altman (The "Executive"). Whereas, the Company and the Executive Are Parties to the Agreement, Providing for the Employment by the Company of the Executive and for the Compensation and Benefits to Be Provided to the Executive; and Whereas, the Parties Hereto Desire to Extend the Term of the Agreement for an Additional Three Years From the Date of Termination of the Agreement. Now, Therefore, the Parties Hereto Agree That the Agreement Is Amended as Follows: 1. the First Sentence of Section 4 of the Agreement Is Hereby Deleted in Its Entirety and the Following Is Substituted in Lieu Thereof: "The Term of This Agreement Shall Be for Eight (8) Years, Commencing on the Date Hereof and Terminating February 1, 2007 (The "Term"), Unless Sooner Terminated as Herein Provided." 2. Except as Specifically Amended Hereby, the Agreement Shall Remain in Full Force and Effect and Is Hereby Ratified and Confirmed in All Respects. 3. This Agreement Shall Be Governed By, and Construed in Accordance With, the Laws of the State of New York, Without Giving Effect to the Conflict of Law Principles Thereof. 4. This Agreement May Be Executed in Counterparts, Each of Which Shall Be Deemed to Be an Original and Together, Which Shall Constitute a Single Agreement. in Witness Whereof, the Parties Hereto Have Executed This Agreement as of the Date First Written Above. Interstate National Dealer Services, Inc. By: /S/ Chester J. Luby Name: Chester J. Luby Title: Chairman and Chief Executive Officer _ /S/ Lawrence J. Altman Lawrence J. Altman

from 10-K ~10 pages Amended Employment Agreement

from 10-Q ~10 pages Amended Employment Agreement

from 10KSB40 ~20 pages Amended Employment Agreement

from 10KSB40 ~20 pages Amended Employment Agreement

from 10KSB40 1 page Amendment to Employment Agreement This Amendment, Dated as of May 1, 1996, to the Employment Agreement, Dated as of December 1, 1993 (The "Agreement"), Between Interstate National Dealer Services, Inc. (The "Company" and Lawrence J. Altman (The "Executive"). Whereas, the Company and the Executive Are Parties to the Agreement, Providing for the Employment by the Company of the Executive and for Compensation and Benefits to Be Provided to the Executive; and Whereas, the Parties Hereto Desire to Extend the Term of the Agreement for an Additional Three Years From the Original Date of Termination of the Agreement. Now, Therefore, the Parties Hereto Agree That the Agreement Is Amended as Follows: 11. Section 4(a) of the Agreement Is Hereby Amended in Its Entirety to Read as Follows: Term. This Agreement Shall Terminate on December 1, 2001 (The "Termination Date"), Unless Sooner Terminated as Herein Provided. in the Event That the Executive Continues His Employment After the Termination Date, His Employment Will Be Deemed "At Will" Under the Same Terms as Provided Herein Unless Otherwise Expressly Agreed to by Further Written Agreement Between the Company and the Executive. 12. Except as Specifically Amended Hereby, the Agreement Shall Remain in Full Force and Effect and Is Hereby Ratified and Confirmed in All Respects. 13. This Agreement May Be Executed in One or More Counterparts, Each of Which Shall Be Deemed to Be an Original and All of Which, Taken Together, Shall Constitute a Single Agreement. in Witness Whereof, the Parties Hereto Have Executed This Agreement as of the Date First Written Above. Interstate National Dealer Services, Inc. By: Lawrence J. Altman

from 10KSB40 1 page Amendment No. 2 to Employment Agreement This Amendment, Dated as of May 1, 1996, to the Employment Agreement, Dated as of December 1, 1993, as Amended by the Amendment to the Employment Agreement, Dated as of November 1, 1995 (The "Agreement"), Between Interstate National Dealer Services, Inc. (The "Company" and Cindy H. Luby (The "Executive"). Whereas, the Company and the Executive Are Parties to the Agreement, Providing for the Employment by the Company of the Executive and for Compensation and Benefits to Be Provided to the Executive; and Whereas, the Parties Hereto Desire to Extend the Term of the Agreement for an Additional Five Years From the Original Date of Termination of the Agreement. Now, Therefore, the Parties Hereto Agree That the Agreement Is Amended as Follows: 8. Section 4(a) of the Agreement Is Hereby Amended in Its Entirety to Read as Follows: Term. This Agreement Shall Terminate on December 1, 2003 (The "Termination Date"), Unless Sooner Terminated as Herein Provided. in the Event That the Executive Continues Her Employment After the Termination Date, Her Employment Will Be Deemed "At Will" Under the Same Terms as Provided Herein Unless Otherwise Expressly Agreed to by Further Written Agreement Between the Company and the Executive. 9. Except as Specifically Amended Hereby, the Agreement Shall Remain in Full Force and Effect and Is Hereby Ratified and Confirmed in All Respects. 10. This Agreement May Be Executed in One or More Counterparts, Each of Which Shall Be Deemed to Be an Original and All of Which, Taken Together, Shall Constitute a Single Agreement. in Witness Whereof, the Parties Hereto Have Executed This Agreement as of the Date First Written Above. Interstate National Dealer Services, Inc. By: Cindy H. Luby Confirmed: - - A Director of Interstate National Dealer Services, Inc

from 10KSB40 1 page Amendment No. 1 to Employment Agreement This Amendment, Dated as of November 1, 1995, to the Employment Agreement, Dated as of December 1, 1993 (The "Agreement"), Between Interstate National Dealer Services, Inc. (The "Company" and Cindy H. Luby (The "Executive"). Whereas, the Company and the Executive Are Parties to the Agreement, Providing for the Employment by the Company of the Executive and for Compensation and Benefits to Be Provided to the Executive; and Whereas, the Parties Hereto Desire to Amend the Agreement to Employ the Executive in a New Capacity and to Increase the Compensation Paid to the Executive. Now, Therefore, the Parties Hereto Agree That the Agreement Is Amended as Follows: 4. Section 1 of the Agreement Is Hereby Amended in Its Entirety to Read as Follows: Employment, Services. the Company Agrees to Employ the Executive as President and Chief Operating Officer of the Company Subject to the Supervision of and Reporting Only to the Board of Directors of the Company and the Chairman and Chief Executive Officer of the Company, With Such Executive Duties and Responsibilities Assigned to Her Consistent With Her Position. the Executive Hereby Accepts Such Employment and Agrees to Devote Her Best Talents, Efforts and Abilities on a Full-Time Basis to the Performance of Such Services. 5. Section 2(a) Is Hereby Amended to Increase the Executive's Annual Salary From $72,000 to $100,000. 6. Except as Specifically Amended Hereby, the Agreement Shall Remain in Full Force and Effect and Is Hereby Ratified and Confirmed in All Respects. 7. This Agreement May Be Executed in One or More Counterparts, Each of Which Shall Be Deemed to Be an Original and All of Which, Taken Together, Shall Constitute a Single Agreement. in Witness Whereof, the Parties Hereto Have Executed This Agreement as of the Date First Written Above. Interstate National Dealer Services, Inc. By: Cindy H. Luby Confirmed: - - A Director of Interstate National Dealer Services, Inc

from 10KSB40 1 page Amendment No. 2 to Employment Agreement This Amendment, Dated as of May 1, 1996, to the Employment Agreement, Dated as of December 1, 1993, as Amended by the Amendment to the Employment Agreement, Dated as of March 16, 1995 (The "Agreement"), Between Interstate National Dealer Services, Inc. (The "Company" and Chester J. Luby (The "Executive"). Whereas, the Company and the Executive Are Parties to the Agreement, Providing for the Employment by the Company of the Executive and for Compensation and Benefits to Be Provided to the Executive; and Whereas, the Parties Hereto Desire to Extend the Term of the Agreement for an Additional Five Years From the Original Date of Termination of the Agreement. Now, Therefore, the Parties Hereto Agree That the Agreement Is Amended as Follows: 1. Section 4(a) of the Agreement Is Hereby Amended in Its Entirety to Read as Follows: Term. This Agreement Shall Terminate on December 1, 2003 (The "Termination Date"), Unless Sooner Terminated as Herein Provided. in the Event That the Executive Continues His Employment After the Termination Date, His Employment Will Be Deemed "At Will" Under the Same Terms as Provided Herein Unless Otherwise Expressly Agreed to by Further Written Agreement Between the Company and the Executive. 2. Except as Specifically Amended Hereby, the Agreement Shall Remain in Full Force and Effect and Is Hereby Ratified and Confirmed in All Respects. 3. This Agreement May Be Executed in One or More Counterparts, Each of Which Shall Be Deemed to Be an Original and All of Which, Taken Together, Shall Constitute a Single Agreement. in Witness Whereof, the Parties Hereto Have Executed This Agreement as of the Date First Written Above. Interstate National Dealer Services, Inc. By: Chester J. Luby Confirmed: - - A Director of Interstate National Dealer Services, Inc