Joseph Greene
                                                 Director
                                                 Compensation Committee Chairman

                                            December 13, 2002


Bernard F. Lillis, Jr.
14 Jeffrey Lane
East Windsor, New Jersey 08520      PERSONAL, CONFIDENTIAL &  PRIVILEGED

Dear Mr. Lillis:

As per understanding, the purpose of this letter is to document an amendment to
P. 5 ("Salary") of your Employment Agreement ("Agreement") dated August 1, 1997.
The following changes to the Agreement have been proposed by the Company's
compensation committee:

         1.       Your annual salary effective January 1, 2003 shall be reduced
                  from your current salary of $453,082, which was in accordance
                  with your Employment Agreement, to $200,000. You shall receive
                  an increase of 5% plus the increase in the cost of living, per
                  year through the end of the Agreement.

         2.       Today, and each year on the anniversary date of this letter,
                  you will be given a stock option for no less than an amount of
                  shares equal to your updated annual salary divided by the
                  closing price of the Classica Group, Inc. common stock the
                  previous business day. These options will vest 1/3 one year
                  from the date of granting of the option, and 1/3 each year
                  thereafter on the 1st day of January.

         3.       Additionally, as an inducement to accept the proposed
                  amendment you will be granted an option to purchase 100,000
                  shares of the Company's common stock at yesterdays closing
                  price.

This letter when accepted by you will become a permanent amendment to the
Agreement.

Yours very truly,


Joseph Greene
Director, Compensation Committee Chairman

Agreed to and accepted as of the dated written above.


-------------------------
Bernard F. Lillis, Jr.