EXHIBIT 10.31.1


May 21, 2007

Lonnie D. Schnell
1721 Cannes Drive
Thousand Oaks, CA 91362


Dear Lonnie:

In accordance with the actions approved by the  Compensation  Committee on April
26, 2007 and effective as of that date, your employment  terms and conditions as
defined in your employment agreement of March 16, 2006 are modified as follows:

Page 2, TERMINATION WITHOUT CAUSE: is replaced in its entirety as follows:

TERMINATION       Subject to the provisions  below, if terminated by the Company
WITHOUT CAUSE:    without  cause or due to your  death or  permanent  and  total
                  disability, conditioned upon your (or your estate's) execution
                  and  non-revocation  of a full  release  and  waiver of claims
                  agreement in a form  prescribed  by the Company,  you (or your
                  estate) will receive (i) 12 months of your  then-current  base
                  salary, payable in 12 equal monthly installments commencing on
                  the first day of the calendar month immediately following such
                  termination and thereafter on the first day of each subsequent
                  calendar month; (ii) 12 months of continued coverage under the
                  company's  group  health  plan at the same cost to you (and/or
                  your  dependents)  as immediately  prior to your  termination,
                  subject  to your  (and/or  your  dependents')  making  a valid
                  "COBRA"  election  and to any cost  increases  affecting  plan
                  participants  generally;  and (iii)  accelerated  stock option
                  vesting deemed to occur  immediately prior to your termination
                  with  respect  to that  portion  of any  and  all  outstanding
                  options then held by you that would have vested  during the 12
                  months  immediately  following  your  termination  absent such
                  termination (the "SEVERANCE").  Notwithstanding the foregoing,
                  the payments and benefits described in clauses (i) and (ii) of
                  the preceding  sentence  shall, to the extent not already paid
                  or provided,  cease immediately if you become employed or take
                  a position as a consultant prior to their expiration.





To indicate your  acceptance of the Addendum to your  employment  terms,  please
sign this letter.


Yours very truly,

/s/ Stephen Forte
--------------------------------------
Stephen Forte, Chief Executive Officer


Agreed to and accepted:

/S/ LONNIE D. SCHNELL
--------------------------------------
Lonnie D. Schnell

Date: May 25, 2007


                                       2