SC 13D/A

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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Gaming Partners International Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

36467A107

(CUSIP Number)

Elisabeth Carretté, 1700 South Industrial Road, Las Vegas, Nevada 89102, (702) 384-2425

(Name, Address and Telephone Number of Person Authorized to
Received Notices and Communications)

October 10, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1746 (3-06)

CUSIP No.			36467A107
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Elisabeth Carretté
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	X
		(b)
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)				PF WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	6.	Citizenship or Place of Organization				France
Number of Shares Beneficially by Owned by Each Reporting Person With:				7.	Sole Voting Power		4,076,226
				8.	Shared Voting Power		0
				9.	Sole Dispositive Power		4,076,226
				10.	Shared Dispositive Power		0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person							4,350,5082
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	13.	Percent of Class Represented by Amount in Row (11)						53.6%
	14.	Type of Reporting Person (See Instructions)
	IN

1 Includes 274,282 shares beneficially owned by Eric P. Endy.  See Item 5 below for a detailed description of the amount and nature of shares beneficially owned by Mr. Carretté.

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This Amendment No. 2 to Schedule 13D amends the Schedule 13D originally filed by Elisabeth Carretté with the Securities and Exchange Commission on March 1, 2005, as subsequently amended by Amendment No. 1 thereto, for the purpose of updating the relevant information as of the date hereof or for such other dates as may be expressly provided herein.  This Amendment reports, among other things, the open market purchases indirectly through Holding Wilson, S.A., pursuant to a Rule 10b5-1 trading plan adopted by Holding Wilson, S.A. on September 1, 2008.  Mrs. Carretté beneficially owns approximately 92.9% of the outstanding shares of Holding Wilson, S.A. and she has included in this Schedule 13D all of the shares of Gaming Partners International Corporation (“GPIC”) common stock held by Holding Wilson, S.A. in the total amount of shares of GPIC beneficially owned by her.  As such, Mrs. Carretté has not named Holding Wilson, S.A. as a separate reporting person in this Schedule 13D.  The existence of a group between Mrs. Carretté and Mr. Endy was previously reported on a prior Schedule 13D.  Pursuant to Rule 13d-1(k)(2), each of Mrs. Carretté and Eric P. Endy are filing individually, and the information herein concerning Mr. Endy reflects Mrs. Carretté’s knowledge of such information.

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby amended by adding the following at the end of such item:

The source of funds for the purchase of shares of common stock by Mrs. Carretté through Holding Wilson, S.A. described in Item 4 and Item 5(c) of this Amendment No. 2 is working capital of Holding Wilson, S.A.  The amount of funds used to purchase the shares of common stock listed in Item 5(c) of this Amendment No. 2 can be determined from such Item.

In addition, from the period of the filing of the previous amended Schedule 13D, Mrs. Carretté, directly and indirectly, acquired a total of 76,972 shares of GPIC common stock as provided below by exercising various stock options and anti-dilution warrants.  The nature of the anti-dilution warrants is addressed in Item 5 below.  The source and amount of funds for the acquisition of such shares is described below:

Person	Date	No. of Shares	Exercise Price	Purchase     Price	Source of Funds
Holding Wilson, S.A.	10/23/2006	72,958	$0.01	$729.58	Working Capital
Elisabeth Carretté	10/23/2006	7	$0.01	$0.07	Personal Funds
Estate of Francois Carretté	10/23/2006	7	$0.01	$0.07	Personal Funds
Estate of Francois Carretté	12/20/2006	4,000	$3.40	$13,600.00	Personal Funds

From December 19, 2005 through May 23, 2006, Mr. Endy made cashless exercises of options for 27,000 shares which were sold as reported in Item 3 to Mr. Endy’s Amendment No. 7 to Schedule 13D, dated August 7, 2006.

ITEM 4.    PURPOSE OF TRANSACTION

Item 4 is hereby amended by adding the following at the end of such item:

From October 6, 2008 through October 10, 2008, Mrs. Carretté purchased through Holding Wilson, S.A. 74,908 shares of GPIC common stock as provided below as a result of open market purchases by Holding Wilson, S.A. for investment pursuant to a 10b5-1 trading plan adopted by Holding Wilson on September 1, 2008.  Holding Wilson, S.A. is an entity owned and controlled by Mrs. Carretté.  Under the 10b5-1 plan, a broker-dealer is authorized to purchase on the open market up to 500,000 shares of GPIC’s common stock at prevailing market prices and subject to maximum price thresholds specified in the plan. 

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Purchases under the 10b5-1 plan may take place periodically between October 6, 2008 and no later than June 30, 2009, subject to earlier termination.

Each of the persons named in Item 1 reserves the right (i) to purchase or otherwise acquire additional shares of GPIC common stock, or other securities of GPIC, or instruments convertible into or exercisable for any such securities, in the open market, in privately negotiated transactions or otherwise, at any time and from time to time, and (ii) to sell, transfer or otherwise dispose of Company securities in public or private transactions, at any time or from time to time.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated in its entirety as follows:

(a)–(b)

	Elisabeth Carretté (excluding Eric P. Endy shares)1	Eric P. Endy (excluding Elisabeth Carretté shares)2	Eric P. Endy and Elisabeth Carretté shares as a Group
Amount beneficially owned:	4,076,226	274,282	4,350,508
Percent of class3:	50.2%	3.4%	53.6%
Number of shares as to which the person has:
Sole power to vote or to direct the vote:	4,076,226	274,282	4,350,508
Shared power to vote or to direct the vote:	0	0	0
Sole power to dispose or to direct the disposition of:	4,076,226	274,282	4,350,508
Shared power to dispose or to direct the disposition of:	0	0	0

1Mrs. Carretté beneficially owns her shares of GPIC common stock as follows:

Holding Wilson, S.A.	4,048,124
Estate of Francois Carretté	19,750
Elisabeth Carretté	352
Currently exercisable stock options and	8,000
	4,076,226

On January 27, 2005, Mrs. Carretté was granted an option under GPIC’s 1994 Directors’ Stock Option Plan (“DSOP”) to purchase 6,000 shares of GPIC common stock at $12.81 per share.  The option is fully-vested and exercisable.  On January 27, 2008, Mrs. Carretté was granted an option under the DSOP to purchase 2,000 shares of GPIC common stock at $7.52 per share.  The option is fully-vested and exercisable.

2 To the knowledge of Mrs. Carretté, based upon public filings made by Mr. Endy and other information available to her, Mr. Endy beneficially owns his shares of GPIC common stock as follows:

The Endy Trust	235,924
Eric P. Endy	12,358
Nevin Chao Endy Irrevocable Trust	6,000
Daren Chang Endy Irrevocable Trust	6,000
Celine Endy Irrevocable Trust	6,000
Hsiao Chin Endy (Spouse)	6,000
Currently exercisable stock options	2,000
	274,282

On December 12, 2007, Mr. Endy was granted an option under GPIC’s 1994 Director’s Stock Option Plan (“DSOP”) to purchase 2,000 shares of GPIC common stock at $6.49 per share.  The option is fully-vested and exercisable.  On December 22, 2008, Mr. Endy was granted an option under the DSOP to purchase 2,000 shares of GPIC common stock at $5.80 per share.  The option is fully-vested but not exercisable until six months and one day after the date of grant.  Accordingly, the 2008 option is not included in the number of shares beneficially owned by Mr. Endy.

3The percentages reflect the percentage share ownership based on a total of 8,103,401 shares of GPIC common stock outstanding as of September 30, 2008.

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GPIC (formerly known as Paul-Son Gaming Corporation) entered into an agreement and plan of exchange and stock purchase dated as of April 11, 2002 and amended as of May 13, 2002 (the “Combination Agreement”) with Gaming Partners International SAS (formerly known as Etablissements Bourgogne at Grasset), or GPI-SAS.  GPIC and GPI-SAS completed the transactions contemplated under the Combination Agreement on September 12, 2002.  As a part of the combination transaction, Mr. Endy, the Endy Trust (including the other Endy family trusts) and Mrs. Carretté and the other former GPI-SAS stockholders entered into a stock purchase agreement dated April 11, 2002 (the “Stock Purchase Agreement”).  Pursuant to the Stock Purchase Agreement, Mr. Endy and the Endy Trust (including the other Endy family trusts) agreed to vote all shares of GPIC common stock which they were entitled to vote in the manner directed by Holding Wilson, S.A. (GPI-SAS’s then controlling stockholder) at any and all meetings of the stockholders of GPIC with respect to the election and removal of directors for a period of five years after the date of the closing of the combination.  Holding Wilson S.A. and Francois Carretté (or his successor), the controlling stockholder of Holding Wilson S.A., each agreed to vote all shares of GPIC common stock which they are entitled to vote in favor of the election of Eric P. Endy as director (or if Mr. Endy is unable to serve, a replacement designated by the Endy Trust) for a period of five years after the closing of the combination.  The five year term of these voting obligations expired on April 11, 2007.  The Stock Purchase Agreement also provides the former stockholders of GPI-SAS with a right of first refusal to purchase any shares which Mr. Endy or the Endy Trust desire to sell.  Mr. Carretté died on December 24, 2004, and was survived by his spouse, Elisabeth Carretté.  Mrs. Carretté beneficially owns, directly and indirectly, an aggregate of approximately 4,076,226 shares (including 8,000 shares underlying currently exercisable options), constituting approximately 50.3% of the outstanding shares of GPIC common stock.  In her capacity as President of the Supervisory Board and 92.9% owner of Holding Wilson, S.A., Mrs. Carretté has the sole power to vote and dispose of such shares, subject to her daughters’ remainder interest in the shares of Holding Wilson, S.A. upon her death.  As a result of the relationship described above with respect to the transactions under the Stock Purchase Agreement, Mrs. Carretté acknowledges the existence of a group consisting of herself and Mr. Endy within the meaning of Section 13(d)(3) of the Act. In order for a group to exist for Nasdaq purposes, the stockholders must have publicly filed a Schedule 13D or other notice reporting that they are acting as a group.  Under Rule 13d-5(b)(1), a group is deemed to exist when two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of an issuer.  As the first right of refusal relates to the acquisition of GPIC’s equity securities, and based on reported cases and SEC interpretations with respect to Section 13(d), Mrs. Carretté and Mr. Endy concluded that a group does exist between them.  Although Mrs. Carretté acknowledges the existence of a group between her and Mr. Endy within the meaning of Section 13(d)(3) of the Act, Mrs. Carretté express disclaims beneficial ownership of the shares beneficially owned by Mr. Endy and the Endy Trust as she has no pecuniary interest in such shares.

As part of the consideration for the combination, GPIC issued to the former GPI-SAS stockholders antidilution warrants to purchase an aggregate of 459,610 shares of GPIC common stock at a price of $0.01 per share under certain circumstances.  Since the closing of the exchange transaction, Mr. and Mrs. Carretté have, directly or indirectly, exercised antidilution warrants for an aggregate of 180,235 shares of GPIC common stock.  As of the date of the filing of this Schedule 13D, all of the antidilution had been either exercised or cancelled.

On September 12, 2002, Mr. Carretté was granted an option to purchase 6,000 shares of GPIC common stock under GPIC’s 1994 Directors Stock Option Plan, or the DSOP.  The exercise price of his option is $3.40 per share.  The option vests over a three-year period, 2,000 shares per year, commencing on September 12, 2003.  At the time of Mr. Carretté’s death, the option was fully vested and exercisable as to 4,000 shares.  On December 20, 2006, Mrs. Carretté has exercised the vested portion of the option, allowing her to acquire 4,000 shares.  In addition, on January 27, 2005, Mrs. Carretté was granted an option under DSOP to purchase 6,000 shares of GPIC’s common stock at $12.81 per share.  The option is fully vested and exercisable.  On January 27, 2008, Mrs. Carretté was granted an option under the DSOP to purchase 2,000 shares of GPIC’s common stock at $7.52 per share.  The option is fully vested and exercisable.

Holding Wilson, S.A. entered into an agreement with Gerard Charlier (the “Put Option”), whereby Holding Wilson, S.A. granted Mr. Charlier an option to sell to Holding Wilson, S.A. the GPIC common

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stock he acquired in the combination if Mr. Charlier’s employment with GPIC is terminated voluntarily by Mr. Charlier or by GPIC other than for death, permanent disability or cause (as defined in Mr. Charlier’s employment agreement).  The per share sale price would be equal to the average closing price of GPIC common stock for the 30 trading days preceding the date Mr. Charlier exercises his option to sell.  To the knowledge of Mrs. Carretté, Mr. Charlier beneficially owns a total of approximately 870,384 shares of GPIC common stock, including 300,000 stock options that are currently exercisable.  Mrs. Carretté expressly disclaims beneficial ownership of the shares beneficially owned by Mr. Charlier as she has no pecuniary interest in such shares.  The term of the Put Option expired on September 12, 2007.

The percentages reflect the percentage share ownership with respect to 8,103,401 shares of GPIC common stock outstanding as of September 30, 2008.

(c)         During the past 60 days, Mrs. Carretté effected the following transactions in GPIC common stock:

Person	Date	No. of Shares*	Price Per Share*	Where & How Effected
Holding Wilson, S.A.	10/06/2008	15,857	$4.00	Purchases in NASDAQ market transactions
Holding Wilson, S.A.	10/07/2008	15,857	$3.94	Purchases in NASDAQ market transactions
Holding Wilson, S.A.	10/08/2008	15,857	$3.91	Purchases in NASDAQ market transactions
Holding Wilson, S.A.	10/09/2008	12,937	$3.98	Purchases in NASDAQ market transactions
Holding Wilson, S.A.	10/10/2008	14,400	$3.92	Purchases in NASDAQ market transactions

*Shares of GPIC common stock were purchased over the day and the aggregate amount and average price are indicated.  Excludes brokerage commissions.

(d)        Not applicable.

(e)         Not applicable.

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 is amended as follows:

Item 4 of this Amendment No. 2 to Schedule 13D is incorporated herein by reference.  The foregoing description does not purport to be complete and is qualified in its entirety by reference to the 10b5-1 trading plan which is filed as an exhibit hereto.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS

2.1     Agreement and Plan of Exchange and Stock Purchase, dated as of April 11, 2002, and amended as of May 13, 2002, between GPIC and GPI-SAS (Incorporated by reference to Annex A to GPIC’s Definitive Proxy Statement on Schedule 14A (File No. 0-23588) filed on August 9, 2002).

2.2     Stock Purchase Agreement, dated as of April 11, 2002, among Eric P. Endy, the Endy Trust, the other Endy family trusts and the former GPI-SAS stockholders (Incorporated by reference to Annex D to Paul-Son’s Definitive Proxy Statement on Schedule 14A (File No. 0-23588) filed on August 9, 2002).

2.3     Option Agreement, dated as of March 29, 2002, between Holding Wilson, S.A. and Gerard Charlier (Incorporated by reference to Exhibit 3 of Schedule 13D for Francois Carretté filed on September 18, 2002).

2.4     Warrant Agreement, dated as of September 12, 2002, in favor of Holding Wilson, S.A.; Warrant Agreement, dated as of September 12, 2002, in favor of Francois Carretté; and Warrant Agreement, dated as of September 12, 2002, in favor of Elisabeth Carretté. (Incorporated by reference to Exhibit 2.4 of Amendment No.1 to Schedule 13D for Elisabeth Carretté filed on November 14, 2005)

99.1    10b5-1 Trading Plan (entered into by Holding Wilson, S.A. on September 1, 2008).

[Signature page follows]

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:	January 9, 2009	/s/ Elisabeth Carretté
		Elisabeth Carretté
		HOLDING WILSON, S.A.
		/s/ Alain Thieffry
		By: Alain Thieffry
		Its: President of the Executive Board

ATTENTION
Intentional misstatements or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001)

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EX-99.1

Exhibit 99.1

Rule l0b5-1 Purchase Plan

This Rule 10b5-1 Purchase Plan (“Plan”) is adopted by Holding Wilson, S.A. (“Purchaser”) on September 8, 2008, in order to establish a systematic program by which Oppenheimer & Co. Inc., (“Oppenheimer”) will use its reasonable best efforts to purchase on Purchaser’s behalf the shares of common stock (“Stock”) of Gaming Partners International Corporation (NASDAQ: GPIC) (“Issuer”).

A.        Purchase Program

1.         Purchaser’s purchase program relates to the purchase of shares of Stock as specified in Exhibit A.

2.         Purchaser is giving Oppenheimer authority to act as Purchaser’s agent under this Plan.  Purchaser has consulted with Purchaser’s own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Oppenheimer or any person affiliated with Oppenheimer in connection with, Purchaser’s adoption and implementation of this Plan.  In this regard, Purchaser acknowledges that Oppenheimer has not provided any tax, legal accounting or investment advice to Purchaser in connection with the transactions to be effected under this Plan, including whether Purchaser would be entitled to any of the affirmative defenses under Rule l0b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

3.         Purchaser agrees to deliver $ 1,950,000.00 prior to commencement of purchase of stock under the Plan.  Purchaser acknowledges that Oppenheimer will not effect any purchase under this Plan if the funds for the purchase of shares are not provided to Oppenheimer  Purchaser agrees to pay Oppenheimer the commission per share of Stock indicated on Exhibit A. Oppenheimer may deduct its commission and applicable transaction fees from Purchaser’s account.

4.         The purchase prices and shares of Stock to be purchased will be adjusted in the event Purchaser notifies Oppenheimer on a timely basis of a Stock split or other recapitalization affecting the Stock (“Recapitalization”).

5.         Purchaser acknowledges that Oppenheimer may refrain from purchasing Stock during the term of this Plan due to: (a) a legal, contractual or regulatory restriction applicable to Purchaser or Oppenheimer, (b) any other event as a result of which the Issuer has notified Oppenheimer that trading in the Stock must be suspended, (c) a market disruption (including, without limitation, a halt or suspension of trading in the Stock imposed by a court, governmental agency or self-regulatory organization) or (d) rules governing order execution priority on the NASDAQ Stock Market or the New York Stock Exchange (whichever is applicable).  If any of these events ceases to be applicable during the term of this Plan (“Term”) or, in the case of a trading suspension imposed by the Issuer, if notified in writing by the Issuer that such suspension has terminated, Oppenheimer will resume its purchase activity to the extent it is reasonably able to do so and still be able to provide best execution.

6.         Purchaser agrees to notify Oppenheimer’s compliance office by telephone at the number set forth in Exhibit B below as soon as practicable if Purchaser becomes aware of the occurrence of an event that would prohibit any purchase of shares of Stock under this Plan, including, but not limited to, any legal, contractual or regulatory restriction (other than any such restriction relating to Purchaser’s possession or alleged possession of material non-public information about the Issuer or its securities).  Such notice will indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Purchaser and will not in any way communicate any material nonpublic information about the Issuer or its securities to Oppenheimer  Such notice will be in addition to the notice required to be given to Oppenheimer by the Issuer pursuant to the Issuer Representation set forth as Exhibit B to this Plan

B.         Issuer Representations

As a condition precedent to Oppenheimer’s acceptance of this Plan, the Issuer must execute the Issuer Representation in the form attached to this Plan as Exhibit B.

C.        Modification and Termination

1.         This Plan may not be modified unless: (a) Purchaser provides Oppenheimer with five (5) business days prior written notice, (b) Purchaser and Oppenheimer agree to such modification in writing and (c) the Issuer approves such modification in writing.  Purchaser agrees that, and any such modification will contain the Purchaser’s representation that, as of the effective date of the modification, he or she knows of no material non-public information regarding the Issuer or any of its securities (including the Stock).

2.         This Plan will be deemed an effective contract and binding agreement with Oppenheimer only upon written approval by its compliance office.  No Purchase Period (as designated in Exhibit A) may commence until two (2) business days after Purchaser adopts this Plan, but in no event will purchases commence until Oppenheimer signs this Plan.  This Plan will terminate upon the occurrence of the first of the following dates or events: (a) if the Purchaser is a natural person, the date upon which Oppenheimer receives notice of Purchaser’s death, (b) the date specified in Exhibit A on which all purchases under this Plan will cease, (c) any purchase effected pursuant to this Plan that violates (or in the opinion of counsel to the Issuer or Oppenheimer is likely to violate), Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), Regulation M or any other applicable Federal or State law or regulation, (d) Purchaser fails to comply with its obligations under this Plan, (e) Issuer and/or the Purchaser enter into a contract that prevents or materially restricts purchases of Stock by Purchaser under this Plan, (f) two (2) business days after the date on which Oppenheimer receives written notice that Purchaser has terminated this Plan (which may be for any reason), (g) two (2) business days after Oppenheimer notifies the Purchaser in writing that Oppenheimer has terminated this Plan (which may be for any reason), (h) two (2) business days after the date on which Oppenheimer receives notice that Purchaser has filed a petition for bankruptcy or the adjustment of Purchaser’s debts, or a petition for bankruptcy has been filed against Purchaser and has not been dismissed within thirty (30) calendar days of its filing, (i) two (2) business days after the date on which Purchaser or the Issuer notifies Oppenheimer that the Issuer or any other person has publicly announced a tender or exchange offer with respect to the Stock, (j) two (2) business days after

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the date on which Purchaser or the Issuer notifies Oppenheimer that the Issuer has made a public announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Stock will be exchanged or converted into shares of another company and (l) two (2) business days after the date on which Oppenheimer receives written notice that the Issuer has withdrawn its Issuer Representation.  The provisions of Section D (Representations and Warranties); F (Indemnification and Limitation of Liability; No Advice); and H (Miscellaneous) shall survive any termination of this Agreement.

D.        Representations and Warranties

Purchaser makes the following representations.  The representation in Subsection (a) of this Section D is made on the date this Plan is adopted (the “Adoption Date”).  The remaining representations are made on the Adoption Date and are deemed to be re-stated during the Term.

(a)        He/she is not aware on the date he/she adopts this Plan of any material nonpublic information with respect to the Issuer or any of its securities (including the Stock), (b) he/she is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent Oppenheimer from conducting purchases throughout the Term in accordance with Exhibit A, (c) he/she is entering into this Plan in good faith for the purpose of establishing a trading plan that complies with the affirmative defense conditions of clause (c) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”), and not as part of a plan or scheme to evade the prohibitions of, Rule l0b5-1, (d) there is no litigation, arbitration or other proceeding pending, or to Purchaser’s knowledge threatened, that would prevent or interfere with purchases of Stock under this Plan, (e) he/she has not entered into or altered a corresponding or hedging transaction or position with respect to the Stock, and agrees not to enter into or alter any such transaction or position while this Plan is in effect, (g) he/she will not (i) enter into a binding contract with respect to the purchase or sale of Stock with another broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to purchase or sell Stock or (iii) adopt a plan for trading with respect to Stock other than this Plan, and (h) he/she does not have authority, influence or control over any purchases of Stock effected by Oppenheimer pursuant to this Plan, and will not attempt to exercise any authority, influence or control over such purchases, nor will Purchaser communicate, directly or indirectly, any information relating to the Stock or the Issuer to any employee of Oppenheimer or its affiliates who is involved, directly or indirectly, in executing this Plan at any time while this Plan is in effect.

E.         Exchange Act Filings

Purchaser agrees to make, or to assist Issuer in making, all filings required under Sections 13(d), 13(g) and 16 of the Exchange Act (e.g., Schedules 13D or l3G, and Forms 4 and 5) with respect to purchases under this Plan.  Oppenheimer will not be responsible to make or review any of these filings.

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F.         Indemnification and Limitation of Liability; No Advice

1.         Purchaser agrees to indemnify and hold harmless Oppenheimer (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including, without limitation, reasonable attorneys’ fees and costs as well as any other expenses reasonably incurred in connection with defending or investigating any such claim, liability, loss, damage or expense) (collectively, “Loss”) arising out of or attributable to: (a) Oppenheimer’s performance of its obligations under this Plan, except for any Loss caused by the gross negligence or willful misconduct of Oppenheimer, (b) any material breach by Purchaser of this Plan (including Purchaser’s representations and warranties), and (c) any violation by Purchaser of applicable laws or regulations.

2.         Regardless of any other term or condition of this Plan, Oppenheimer will not be liable to Purchaser for:  (a) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (b) any failure to perform or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”  In addition, Oppenheimer will not be liable to Purchaser in the event purchases of Stock under this Plan violate the Issuer’s insider trading policies.

3.         Purchaser acknowledges and agrees that in performing Purchaser’s obligations under this Plan, neither Oppenheimer nor any of its affiliates nor any of their respective officers, employees or other representatives is acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor, or otherwise) with respect to Purchaser or Purchaser’s assets.

G.        Method of Communication

Except as otherwise specifically provided in this Plan, any communications required or permitted hereunder may be in writing or made orally, provided that any communications made orally must be confirmed in writing within one business day of such communication.  Such written communications shall be directed to the parties specified in Exhibit C.

H.        Miscellaneous

1.         This Plan will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

2.         This Plan (including all Exhibits) together with the Oppenheimer Client Agreement (the “Client Agreement”), which is hereby incorporated by reference, constitutes the entire agreement between the parties with respect to this Plan and supersedes any previous or contemporaneous agreements or understandings with respect to this Plan, whether written or

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oral.  In the event that the terms and conditions of this Plan conflict with the terms and conditions of the Client Agreement or any other agreement between Purchaser and Oppenheimer, the terms and conditions of this Plan will govern with respect to implementation of this Plan.

3.         This Plan and each party’s rights and obligations under this Plan may not be assigned or delegated without the written permission of the other party and will be for the benefit of each party’s successors and permitted assigns, whether by merger, consolidation or otherwise.

4.         Purchaser and Oppenheimer acknowledge and agree that this Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code (the “Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

5.         This Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures on all counterparts were upon the same instrument.

6.         If any provision of this Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation.  All other provisions of this Plan will continue and remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have signed this Plan as of the date first written above.

PURCHASER
Signature:				/s/ Alain Thieffry
Print Name:			Holding Wilson-alain Thieffry
Title:		President of the Executive Board
Oppenheimer & Co. Inc.
By:	/s/ Nina H. Todaro
Print Name:			Nina H. Todaro
Title:		Vice President

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