<PAGE>

Exhibit  10.2

                              EMPLOYMENT AGREEMENT


     AGREEMENT,  dated  as of the 1st day of November 2002, between HUMANA TRANS
SERVICES  GROUP,  LTD.,  a  Delaware  Corporation, with principal offices at 150
Broadhollow Road Suite 103, Melville, New York 11747 (hereinafter referred to as
the  "Company")  and  Kevin  Whitmore, residing at 7466 New Ridge Road, Hanover,
Maryland  (herein  referred  to  as  "KW").

                                   WITNESSETH:

     WHEREAS,  the  Company desires to formalize its relationship with KW and KW
wishes  to  formalize  his  relationship  with  the  Company;  and

     WHEREAS,  KW  has  the  requisite experience, background and skills, and is
willing  to formalize his relationship with the Company on the terms and subject
to  the  conditions  contained  herein.

     NOW,  THEREFORE,  the  parties  have  agreed  to  the  following:

1.     Employment.     The  Company  hereby  employs KW, and KW hereby agrees to
       ----------
enter  into  the  agreement  with the Company, as President, and Chief Executive
Officer  ("CEO")  of  the  Company.

2.     No  Breach  of Obligations.     KW represents and warrants to the Company
       --------------------------
that  he  has the requisite skills and experience, and has proven his values and
abilities to the Company, and is ready, willing and able to perform those duties
attendant  to  the  position  for which he is hired and that his entry into this
Agreement  with  the  Company does not constitute a breach of any agreement with
any  other  person, firm or corporation, nor does any prior agreement between KW
and any person, firm or corporation contain any restriction or impediment to the
ability  of  KW  to perform those duties for which he was hired, or which may be
assigned  to,  or  reasonably  expected  of  him.

3.     Services.     During the full term of this Agreement, KW shall perform to
       --------
the  best of his abilities the following services and duties, in such manner and
at  such times as the Company may direct, the following being included by way of
example  and  not  by  way  of  limitations:

<PAGE>


     a)   KW will be available to discuss all company matters that are presented
          to  him,  within  a  reasonable  time;
     b)   KW  shall  aid  and assist in guiding the Company's national Marketing
          Program in cooperation with the Board of Directors and Officers of the
          Company;
     c)   KW  shall,  in  cooperation  with  the  Company's financial relations,
          public  relations  and investor relations firms(s), keep the Company's
          shareholders, and the brokerage community updated from time to time as
          to  the  Company's  progress;
     d)   KW  shall  consult with and advise the officers of the Company, either
          orally  or  at the request of the Company, in writing, to such matters
          as  he, the President, shall deem necessary to discuss relating to the
          management  and  operations  of  the  Company;  and
     e)   KW  shall be responsible for such other duties and responsibilities as
          necessary  to  fulfill  his  duties  President  and  CEO.

4     Exclusivity.     KW  agrees that during the term of this Agreement he will
      -----------
impart  and  devote  the  necessary  time,  energy,  skill  and attention to the
performance  of  his duties hereunder.  This paragraph shall not exclude KW from
devoting part of his time to other firms, as long as they are in non-competitive
fields  of  endeavor,  or  making  investments  in business ventures outside the
general  area  of  the  Company.

5.     Place  of  Performance.     KW agrees to perform his duties hereunder and
       ----------------------
agrees to the extent that it has been determined necessary and advisable, in the
discretion  of  the  President  and  CEO,  to  travel to any place in the United
States,  or  to  a  foreign  country, where his presence is or may reasonably be
required  for  the  performance  of  his  duties  hereunder.

6.     Compensation.     The  Company  hereby  agrees  to  compensate KW; and KW
       ------------
hereby  accepts  for  the  performance  of  the services of President and CEO as
indicated  below:

     a)     Fees.     Subject  to review and upward adjustment from time to time
            ----
by  the  Board  of  Directors, the Company shall pay to KW and annual fee of ONE
HUNDRED THOUSAND DOLLARS ($100,000.00), during the first year of this Agreement.
During  the second through final year of this Agreement, KW's fee shall increase
at  least  five  percent (5%) per year, or a percentage above 5% as directed and
approved  by  the  Board of Directors.  Such fees shall be payable in accordance
with  the  regular  payroll practices of the Company, and shall not be less than
the  total  compensation  package  to  any  of  its  Officers  or  Directors;

     b)     Stock:     The  issuance  of 2,000,000 shares of Common Stock of the
            -----
Company,  fully paid and non-assessable, in consideration of the time and effort
put  forth  by  KW.


<PAGE>

     c)     Bonus.     KW shall be entitled to participation in a bonus or other
            -----
incentive  compensation,  profit sharing or retirement plan that the Company may
institute,  or  make  generally  available  to  its  executives;

     d)     Insurance  and  Medical Benefits.     The Company shall maintain and
            --------------------------------
pay  disability  income and life insurance along with medical insurance benefits
for  KW  equal  to  those  available  to  its  executive  from  time  to  time;

     e)     Automobiles.     KW shall be entitled to the use of an automobile in
            -----------
the  class  of  a  Lincoln  Town  Car  as  well as gas and repair costs for such
vehicle;

     f)     Stock Options.     KW shall have the right to enter into a Agreement
            -------------
with  the  Company  for  the  Option  to purchase additional Shares of Stock, as
determined  by  the  Board  of  Directors;  and

     g)     Other.     KW shall be entitled to any other benefits as approved by
            -----
the  Board  of  Directors

7.     Representation  and  Warranties  of  KW.     By  virtue  of his execution
       ---------------------------------------
hereof,  and  in  order  to  induce the Company to enter into this Agreement, KW
hereby  represents  and  warrants,  as  follows:

     a)     KW  is not presently actively engaged in any business, employment or
venture,  which  is,  or  may  be,  in  direct conflict with the business of the
Company;
     b)     KW  has  full  power  and authority to enter this Agreement with the
Company  and  to  perform  in  the  time  and  manner  contemplated;  and
     c)     KW  is  in  good  health  and  is  not aware of any material medical
conditions  that  will  act as a bar to the Company's obtaining "Key Man" and/or
disability  income  insurance  policy  on his life, should the Company so elect;
     d)     KW's  compliance with the terms and conditions of this Agreement, in
the  time  and  the  manner  contemplated  herein,  will  not  conflict with any
instrument  or  agreement pertaining to the transaction contemplated herein, and
will  not  conflict in, result in a breach or, or constitute a default under any
instrument  to  which  he  is  a  party;
     e)     KW  represents  that he shall devote his best efforts to the success
of  the  Company.

8.     Representation  and  Warranties  of  the  Company.     By  virtue  of the
       -------------------------------------------------
execution of this Agreement, the Company hereby represents and warrants to KW as
follows:

     a)     The Company and KW agree that KW shall receive reimbursement for all
reasonable  expenses  incurred  by  KW in connection with the performance of his
duties  hereunder  subject  to compliance with the Company's procedures; and the
Company  shall  pay  to  KW  directly,  or reimburse KW for all other reasonable
necessary and proven expenses and disbursements incurred by KW for and on behalf
of  the  Company  in  the performance of the KW's duties during the term of this
Agreement.

<PAGE>


9.     Vacations.     During  the  term  of  this  Agreement, KW shall receive a
       ---------
minimum  of  three  (3)  weeks vacation per year, or more at the approval of the
Board  of  Directors.

10.     Proprietary  Rights.     KW  shall  at  no  time  before  or  after  the
        -------------------
termination  of  his employment hereunder use or divulge or make known to anyone
without  the  express  written  consent of the Board of Directors of the Company
(except  to  those  duly  authorized by the Company to have access thereto), any
marketing  systems,  programs  or  methods,  customer  or client lists, computer
programs  configurations,  systems  or  procedures, ideas, formulae, inventions,
discoveries, improvements, secrets, processes or technical, or other information
of  the  Company,  or  any  accounts,  customer or client lists, transactions or
business  affairs  of  the  Company.  All  ideas,  marketing  systems,  computer
programs,  configurations,  system  or procedures, program or methods, formulae,
inventions,  discoveries,  improvements,  secrets  or  processes, whether or not
patentable  or  copyrightable,  made  or developed by KW during the term of this
Agreement,  or  within  three (3) years after its expiration or termination, and
relating  to  the  business  of the Company, shall be the exclusive right of the
Company, whether or not any claim of KW to compensation under Paragraph 6 hereof
has  been,  or  will  be  satisfied, and KW agrees to provide the Company at its
request  and  expense such instruments and evidence as it may reasonably request
to  perfect,  enforce and maintain the Company's right to such property.  At the
conclusion of his employment by the Company, KW shall forthwith surrender to the
Company  all  letters,  brochures,  agreements  and documents of every character
relating  to  the  business  affairs  and  properties of the Company then in his
possession  and shall not, without the Company's prior written consent retain or
disclose  any  copies  thereof.

11.     Disability.     If during the term of this Agreement, and any additional
        ----------
terms,  and  in the opinion of the Board of Directors, as confirmed by competent
medical  evidence,  KW  shall  become  physically  or  mentally incapacitated to
perform  his  duties for the Company for a continuous period, then for the first
six  (6)  months  of such period, KW shall receive his full compensation and for
the  remainder  of  such  period (but in no event beyond the termination date of
this  Agreement,  or  any  subsequent  additional  term),  KW  shall  receive


<PAGE>

seventy-five  percent  (75%)  of  his  compensation.  KW hereby agrees to submit
himself  for  appropriate  medical  examination  by  his  personal  physician as
necessary.  The  obligations  of  the Company shall be satisfied, in whole or in
part,  by  payments to KW under disability insurance provided by the Company. If
no  such  insurance  shall  have  been  obtained  by  the  time that an event of
disability  occurs,  then  no  payments  shall  be  due  KW  hereunder.

12.     Competition.     a)     During  the  term of this Agreement, or upon the
        -----------
termination  of  his  employment, whichever event shall occur earlier, and for a
period  of  twelve (12) consecutive months thereafter, KW shall not, without the
prior  written  consent  of  the  Company engage, either as a Consultant, Agent,
Proprietor,  Officer,  Director, Partner or majority stockholder in the business
directly  related  to  that  of  the  Company.

     b)     KW  further covenants that during the stated term of this agreement,
and  for the twelve (12) month period thereafter, whichever shall occur earlier,
he  will  not  solicit  any  clients  or customers known by him to be clients or
customers  of  the Company for competitive business.  The foregoing restrictions
shall  not  apply  to  a  termination  of KW's employment by the Company without
Cause,  or  a  termination  of  the  employment by KW because of a breach of the
Agreement  by  the  Company.

13.     Term and Termination.     This Agreement shall be deemed to be effective
        --------------------
as of the date indicated above and shall continue in full force and effect until
the  last  day  of the December, 2005, unless sooner terminated as hereunder set
forth.  This  Agreement  shall automatically be renewed for an additional period
of  three  (3) years, unless the Board of Directors determines not to renew this
Agreement,  KW  notifies  the  Board of Directors of his desire not to renew the
Agreement,  or  the  Company  reaches  a  new  agreement  with  KW.

          The  Company  herein  acknowledges  that  KW, has been instrumental in
structuring,  and  developing  the  business  of  the Company.  The Company also
acknowledges  that  KW  continues  to be a major asset to the Company during its
stage  of  development  to  become  a  National  Company.

     a)     Termination  by  the  Company  for  Cause.
            -----------------------------------------

          1)     The Company may terminate KW's employment for Cause.  Upon such
termination  the  Company  shall  have  no further obligations to KW, except for
compensation,  or  other  benefits  due,  but  not  yet  paid.

          2)     "Cause"  shall  mean:  (i)  KW's  willful and continued failure
substantially  to perform his duties with the Company (other than as a result of
KW's  incapacity due to illness or injury), if KW is not then acting in the best
interests  of the Company, as determined by the Board of Directors, or (ii) KW's
wilful  engagement  in  misconduct which is materially injurious to the Company,
monetary  or  otherwise.


<PAGE>

          3)     Termination  for  Cause shall be effectuated only if:  (i)  the
Company  has  delivered  to KW a copy of "Notice of Termination", which gives KW
at least forty-five (45) business days prior notice, therefore, affording KW the
opportunity,  together  with  KW's  counsel  to  be  heard  before  the Board of
Directors: and (ii) the Board of Directors (after such Notice and opportunity to
be  heard)  adopts  a resolution concurred in by not less than two-thirds of all
directors  of  the Company then in office, that in the good faith opinion of the
Board  of  Directors,  KW  was  guilty  of  conduct set forth and specifying the
particulars  thereof  in  detail.

     b)     Termination  by  KW  for  Good  Reason.
            --------------------------------------

          1)     KW may terminate his employment for "Good Reason" by giving the
Company  a  "Notice  of  Termination".  Upon such termination, KW shall have the
rights  described  below  in  sub  paragraph  (c)  of  this  paragraph  13.

          2)     "Good  Reason"  shall mean,  (i)  KW being removed as described
hereof,  except in connection with termination of KW's employment by the Company
for  Cause  or  Disability,  or by KW without Good Reason; the assignment to KW,
without  his  express  written consent of any duties other than those permitted,
the  failure  of  the  Company to obtain the assumption and agreement to perform
this  agreement  by any successor as contemplated, repudiation by the Company of
any obligations of the Company, the delivery of a "Notice of Termination" by the
Company,  except  that the delivery of such Notice shall be retroactively deemed
not  to  constitute  Good  Reason  if  within sixty (60) days after the Board of
Directors  shall  make  the  determination  (after  the  opportunity to be heard
provided  for  therein)  and  such determination is not thereafter reversed by a
arbitration decision or final judgment of a Court of competent jurisdiction, and
(ii),  substantially  all  of  the  Company's assets or stock being purchased by
another  entity,  with or without the permission of KW, then for a period of 180
days,  KW  may  elect  to Terminate his position pursuant to this provision, and
enforce  all  rights  and  obligations  of  this  Agreement.

     c)     KW's Rights Upon Certain Terminations.     If the Company terminates
            -------------------------------------
KW's  employment  hereunder,  otherwise  than for Cause, or if KW terminates his
employment  for  Good  Reason:

          1)     The Company shall continue to pay KW his full base compensation
at  the  rate  in  effect  on  the Date of Termination for the period (the "Post
Termination  Period")  from the Date of Termination until the end of the term of
this  Agreement.  Notwithstanding  anything  to  the  contrary,  which  may  be
contained  herein,  if  KW  shall  have  died  prior  to the termination of this
agreement,  then, and in such event, such payment of KW's full base compensation
shall  cease  as  of  the  time  of  death;

          2)     KW  shall  be entitled to the full amount which would have been
due him under any bonus or profit sharing plan, or similar arrangement, in which
he  was  participating  prior to the "Date of Termination", for the full term of
this  Agreement,  without  any  proration  or reduction, because of KW not being
employed  during  the  full  term;

<PAGE>

          3)     KW  shall also be entitled to the full amount of any contingent
compensation  benefit,  which  would  have  become  vested,  had  his employment
continued;

          4)     The  Company  shall also pay to KW an amount equal to all legal
fees  and expenses incurred by KW as a result of such termination, including all
fees  and  expenses,  if  any,  incurred  in  contesting  or  disputing any such
determination  or  seeking to obtain, or enforce, or retain any right or benefit
provided  by  this  Agreement.  These  payments  shall  be  made  promptly  on a
quarterly  basis  as  submitted  by  KW;

          5)     The  Company  shall  maintain in full force and effect for KW's
continued  benefits  (throughout  the  "Post-Termination  Period"), all life and
health  insurance  and  other  benefits  plans  in  which  KW  was  entitled  to
participate  immediately  prior to the "Date of Termination," provided that KW's
continued  participation  is  possible under the general terms and conditions of
such  plans.  If  KW's  participation  is any such plan is barred for any reason
whatsoever,  the Company shall arrange to provide KW with benefits substantially
similar  to  those  which  he  is  entitled to receive under such plan until the
expiration  of  the  term  of  this  Agreement;  and

          6)     KW  shall not be required to mitigate the amount of any payment
provided  for  in  this  Paragraph by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this Paragraph be reduced by any
compensation  earned  by  KW  in  any  manner  after  the "Date of Termination".

14.     Notice  of Termination.     Any purported termination of KW's employment
        ----------------------
shall  be  communicated by written "Notice of Termination" from one party to the
other  party  hereto.  For  the  purposes  of  this  Agreement  a  "Notice  of
Termination"  shall  mean a notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the  facts  and circumstances claimed to provide a basis for termination of KW's
employment,  under  the provision so indicated.  No purported termination by the
Company  of KW's employment shall be effective if it is not effected pursuant to
a  "Notice  of  Termination"  satisfying  the  requirements  of  this Paragraph.

15.     Date  of  Termination.     "Date  of Termination" shall mean the date on
        ---------------------
which  a  "Notice  of  Termination"  is  given.

16.     Successors;  Binding  Agreement.
        -------------------------------

          a)     The  Company shall require any purchaser of all the business of
the  Company,  by  agreement or form and substance satisfactory to KW, to assume
and  agree  to  perform this Agreement in the same manner and to the same extent
that  the  Company  would  be required to perform, if no such purchase had taken
place.  As  used  in  this  Agreement,  "Company"  shall  mean  the  Company  as
hereinafter  defined,  and  any  successor  to  its  business,  or assets, which
executes  becomes  bound  by  all  the terms and provisions of this Agreement by
operation  of  law.

<PAGE>

          b)     This  Agreement  shall  inure  to  the  benefit  of  and  to be
enforceable by KW's personal or legal representative, executors, administrators,
successors,  heirs,  distributees, devisees and legates.  If KW should die while
any  amount would still be payable to him hereunder if KW had continued to live,
all  such amounts, unless otherwise provided herein, shall be paid in accordance
with  the  terms  of  this  Agreement  with  the terms of this Agreement to KW's
devisee,  legatee  or other designee, or if there be no designee, to his estate.

17.     Arbitration.     KW  shall have the right to submit any determination by
        -----------
the  Board  of  Directors  terminating  his  employment  for Cause, or any other
dispute  hereunder, to Arbitration by a single arbitrator under the rules of the
America  Arbitration  Association  in  the City of New York or Nassau or Suffolk
County.  Any award in such arbitration may be enforced in any Court of competent
jurisdiction.

18.     Governing Law.     This Agreement is being delivered in the State of New
        -------------
York  and  shall  be  construed  and enforced in accordance with the Laws of the
State of New York, irrespective of the state of Incorporation of the Company and
the  place  of  domicile of KW. KW consents to the jurisdiction of the Courts of
the  State  of  New  York.

19.     Remedies  on Breach.     Any remedies on breach of this Agreement are to
        -------------------
be  determined  exclusively  through  arbitration as discussed in the Agreement.

20.     Prohibition  Against  Assignment.     Except  as  herein above otherwise
        --------------------------------
expressly  provided,  KW  agrees  on  behalf of himself and of his executors and
administrators,  heirs,  legates, distributees, and any other person, or persons
claiming  benefits  under  him  by  virtue  of  this  Agreement  and the rights,
interests and benefits hereunder, shall not be assigned, transferred, pledged or
hypothecated  in  any  way  by KW or any executor, administrator, heir, legatee,
distrubutee  or  other  persons claiming under KW by virtue of the Agreement and
shall not be subject to execution, attachment or similar process.  Any attempted
assignment,  transfer,  pledge  or  hypothecation, or other dispositions of this
Agreement  of  such  rights,  interests  and  benefits contrary to the foregoing
provisions,  or the levy of any attachment or similar process thereupon shall be
null  and  void  and  without  effect.

21.     Miscellaneous  Provisions.     The  Company  is  in the formative stage,
        -------------------------
which  the parties recognize.  The parties also recognize the cash flow position
of the Company.  They therefore agree that the Company may only pay a percentage

<PAGE>

of the fee on a weekly basis, until such time such funds are available, at which
time  the  balance  will  be  paid.  This  determination shall be made by KW, in
consultation  with  the  Board  of  Directors.

22.     Final  Agreement.     This  Agreement  represents  the  Final  Agreement
        -----------------
between  the  parties  and supercedes all previously executed Agreements and all
verbal  representations  made  by  any  of  the parties or their agents or their
employees.

23.     Changes.     The  parties  agree  that  no  changes will be made to this
        --------
executed  Agreement except in writing, initialed by both parties and attached to
this  document.

     This Agreement has been approved by the Board of Directors, as indicated by
their  respective  signatures.  This  Agreement  has  been  approved  by  KW, as
indicated  by  his  signature.

     In  Witness Whereof, the parties have executed this Agreement as of the 1st
Day  of  November,  2002.

Dated  as  of  the  date  first  indicated  above  and  is  agreed  to  By:


Humana  Trans  Services  Group,  Inc.                    Kevin  Whitmore

By:  _________________________                    _____________________
For  the  Board  of  Directors


______________________
     Director

______________________
     Director


<PAGE>