EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

      Employment Agreement,  dated as of January 1, 2005, ("Effective Date"), by
and between  Leonard  Neuhaus,  an  individual  with an address at 315 East 72nd
Street, Apt. 18 G/H, New York, New York 10021 ("Executive"),  and Duncan Capital
Financial Group, Inc., a Delaware  corporation with its principal office located
at 830 Third Avenue, New York, New York 10022 (the "Company").

                                    RECITALS

      A. The Company desires to retain  Executive as Chief Financial  Officer of
the Company during the Term (as defined below).

      B.  Executive  desires to be employed by the Company  during the Term, all
upon the terms and conditions set forth herein.

      NOW, THEREFORE, the Company and Executive agree as follows:

1 Engagement;  Duties. Subject to the terms and conditions set forth herein, the
Company shall employ Executive,  and Executive shall serve the Company, as Chief
Financial  Officer  during the Term (as defined in Section 2). In such capacity,
Executive  shall  perform  duties  and be  assigned  responsibilities  that  are
customary for a person  serving in such  capacities  for an entity  engaged in a
business  similar to that of the  Company as may be assigned to him from time to
time by the Board of Directors of the Company.  During the Term,  the  Executive
shall  report to the Chief  Executive  Officer and the Board of Directors of the
Company.  During the Term, Executive shall promote the interests of the Company,
shall  perform  his duties  faithfully  and  diligently,  consistent  with sound
business practices and shall devote his full business time to the performance of
his  duties for the  Company  in  accordance  with the terms  hereof,  except as
otherwise  may  be  approved  in  writing  by  the  Chief   Executive   Officer.
Notwithstanding the foregoing,  the parties acknowledge and agree that Executive
may spend a portion of his business time as an advisor to the board of directors
of an unaffiliated  company for which he presently performs  services,  provided
that,  and only for so long as, such duties do not  interfere  with,  or present
conflict of interest issues with respect to,  Executive's  duties to the Company
hereunder as determined in good faith by the Board of Directors of the Company.

2 Term.  Unless this Agreement is terminated  pursuant to Section 5, the term of
this Agreement ("Term") shall be for a period of one (1) year from the Effective
Date and shall expire on December 31, 2005.

3 Compensation. As consideration for the performance by Executive of Executive's
obligations under this Agreement, the Company shall pay Executive as follows:

      (A) During the Term,  the Company shall pay Executive a base salary at the
rate of One Hundred Seventy Five Thousand  ($175,000.00) Dollars per year ("Base
Salary").


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<PAGE>

      (B) In addition to the Base Salary,  the Company shall pay  Executive,  if
and when earned by Executive, a bonus ("Bonus") based on Executive's performance
as determined by performance  criteria and  objectives  established by the Chief
Executive  Officer and the Board of Directors or the  compensation  committee of
the Board of Directors, but which bonus shall in no event exceed the Base Salary
in effect at the time of the determination of such Bonus.

      (C) The Base  Salary  shall be payable in  accordance  with the  Company's
normal monthly  payroll run. The Bonus,  if any, shall be paid within sixty (60)
days of the end of each  fiscal  year.  If the  Bonus  is based  upon  financial
results for the fiscal year and such  results  are not known  within  sixty (60)
days of the end of the fiscal  year,  then eighty (80%) of the  projected  Bonus
shall be paid  within  sixty  (60) days of the end of such  fiscal  year and the
balance  shall be  payable  within  thirty  (30)  days of  delivery  of  audited
financial  statements.  The  Company  shall  deduct from the Base Salary and any
Bonus  any  federal,   state  or  local  withholding   taxes,   social  security
contributions  and any other  amounts  which may be  required  to be deducted or
withheld by the Company  pursuant to any federal,  state or local laws, rules or
regulations.

4 Reimbursement of Expenses; Fringe Benefits.

      (A)  Expenses.  The Board of Directors  of the Company  will  authorize an
expense budget for Executive commensurate with reasonable business requirements,
including reimbursement for reasonable travel and entertainment expenses. During
the Term,  the Company  shall  reimburse  Executive  for ordinary and  necessary
business expenses incurred by Executive in the performance of Executive's duties
on behalf of the Company, provided, however, that such expenses were incurred in
the  furtherance  of the  Company's  business in  accordance  with the foregoing
budget, and that Executive presents evidence of such expenses as may be required
under the policies of the Company as are then in effect.

      (B) Fringe Benefits. During the Term, Executive shall be entitled to those
fringe  benefits and  perquisites  that are provided to other  executives of the
Company  generally,  including  any health or other  insurance,  pension  and/or
retirement plan (including 401k) or welfare plan, as and when such benefit plans
are  established.  The foregoing  shall not require the Company to establish any
such plan or program solely for Executive's benefit.

      (C) Directors' and Officers'  Liability  Insurance.  The Company shall use
reasonable  commercial efforts to procure directors' and officers'  insurance in
such form and providing  such coverage for  Executive,  in his capacity as Chief
Financial  Officer  of the  Company,  as is  customary  for  similarly  situated
executives serving in similar  capacities,  provided only that the costs of such
coverage  are not  substantially  greater  than  those at  companies  engaged in
similar business activities.

      (D)  Vacation.  Executive  shall be entitled to twenty (20) paid  vacation
days during each year of the Term at such times as are  mutually  agreed upon by
Executive and Company.

      (E)  Warrant.  Upon the  execution  and  delivery of this  Agreement,  the
Executive shall be granted a warrant  ("Warrant") to purchase  313,200 shares of
the Company's  common stock,  representing 2% of the sum of (i) number of shares
of the Company's common stock issued


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<PAGE>

and outstanding on the date hereof  (11,740,000)  plus (ii) the number of shares
of the  Company's  common stock  issuable  upon the  conversion of the Company's
Series A Preferred  Stock on the date hereof  (3,920,000),  at an exercise price
per share equal to One-Sixth of One Dollar  ($0.1666...),  as adjusted from time
to time to reflect stock dividends,  stock splits,  reorganizations  and similar
adjustments  customarily included in common stock warrants. The Warrant shall be
exercisable  at  any  time,   and  shall  vest  in  twenty-four   equal  monthly
installments  commencing  February 1, 2005 or, if sooner, upon any sale or other
disposition  of all or  substantially  all of the  Company's  assets,  or upon a
merger, consolidation,  reorganization or other similar transaction resulting in
a change of control  of the  Company's  business.  Any  unvested  portion of the
Warrant  and  any  vested  but   unexercised   portion  of  the  Warrant   shall
automatically  become null and void and shall  automatically  terminate upon the
termination of Executive's  employment hereunder for Cause (as defined below) or
upon Executive's  voluntary  termination of his employment  hereunder other than
for Good  Reason  (as  defined  below).  Upon  the  termination  of  Executive's
employment due to death, Disability (as defined below) or by the Company without
Cause, any unvested portion of the Warrant shall  automatically  become null and
void and shall terminate and any vested and  unexercised  portion of the Warrant
shall be  exercisable  for a period not less than ninety (90) days following the
date of  termination  of  employment.  In the event of any conflict  between the
terms and  provisions of this  Agreement and those of the Warrant,  the terms of
the Warrant shall govern and be controlling.

      (F) Options.  Provided  that  Executive  is then  employed by the Company,
stock  options may be granted to Executive at the end of each  calendar  year of
employment  based on the success of the Company's  business in  accordance  with
criteria  established  by, and at the sole discretion of, the Board of Directors
of the Company.

5 Termination.  The Company may terminate this Agreement upon Executive's death,
and may  terminate  this  Agreement  at any  earlier  time at the  option of the
Company  due to  Executive's  Disability  (as  defined  below)  or for Cause (as
defined  below).  Executive  may  terminate  this  Agreement for Good Reason (as
defined below).

      (A) As used in this Agreement:

            (i)  The  term   "Disability"   means  the  inability  of  Executive
substantially  to perform his duties and  obligations  under this  Agreement for
sixty  (60)  consecutive  days or  sixty  (60)  days in any one  hundred  twenty
(120)-day period because of any mental or physical incapacity.

            (ii) The term "Cause"  means (A) any act by Executive  that damages,
in any material respect, the reputation,  business or business  relationships of
the Company,  (B) any action by Executive  that  constitutes a fraud against the
Company,  (C) the  conviction  of  Executive  of a crime  (other  than a traffic
violation),  (D)  Executive's  refusal or failure  to  perform  his duties  that
continues without cure for a period of thirty (30) days after the notice of such
refusal or failure is given by the  Company to  Executive,  or (E) any  material
breach by Executive of this Agreement or any other agreement  between  Executive
and the  Company,  or any  Affiliate  (as defined  below) of the  Company,  that
continues  without  cure for a period of thirty  (30) days after  notice of such
breach is given by the Company to Executive.


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<PAGE>

            (iii) The term "Good Reason" means (A) any material reduction in the
Base Salary or duties and  responsibilities  of  Executive  or (B) any  material
breach by the Company of this Agreement or any other agreement between Executive
and the Company,  or any Affiliate of the Company,  that continues  without cure
for a period  of  thirty  (30)  days  after  notice  of such  breach is given by
Executive to the Company.

            (iv) The term  "Termination  Date"  shall  mean the  earlier  of the
expiration of this Agreement or the effective date of the Company's  termination
of this Agreement.

      (B) Payments to Executive Upon Termination of This Agreement.

            (i)  In  the  event  this  Agreement  is  terminated  prior  to  the
expiration of the Term by the Company  without  Cause,  or by Executive for Good
Reason, the Company shall pay to Executive the amounts set forth in this Section
5(B)(i):  (a) an amount equal to (i) Executive's  accrued but unpaid Base Salary
through the Termination Date, payable within thirty (30) days of the Termination
Date,  and (ii) any  remaining  unpaid Bonus for the prior fiscal year,  payable
within thirty (30) days of the Termination Date or, if not determined as of that
date, then in accordance  with Section 3(C) hereof;  (b)  reimbursement  for any
reimbursable  business expenses incurred in accordance with this Agreement prior
to the  Termination  Date,  payable  within thirty (30) days of the  Termination
Date;  (c) an amount equal to (i)  Executive's  Base Salary for the remainder of
the Term,  payable  within thirty (30) days of the  Termination  Date,  and (ii)
Executive's Bonus for the period ending on the Termination Date, calculated on a
pro rata basis based on the number of days that the  Executive  was  employed by
the Company prior to the  Termination  Date,  payable within thirty (30) days of
the  Company's  determination  thereof  following the end of such fiscal year in
accordance  with Section 3(C) hereof;  and (d) any amounts or benefits due under
this  Agreement and any benefit  plan,  or program  through the remainder of the
Term in  accordance  with  the  terms  of  said  plan or  program,  but  without
duplication.

            (ii)  In  the  event  this  Agreement  is  terminated  prior  to the
expiration of the Term by the Company for Cause or due to  Executive's  death or
Disability,  the Company  shall pay to  Executive  the amounts set forth in this
Section 5(B)(ii) within thirty (30) days of the Termination  Date: (a) an amount
equal to  Executive's  accrued but unpaid Base Salary  prior to the  Termination
Date; (b)  reimbursement  for any  reimbursable  business  expenses  incurred in
accordance  with  this  Agreement  prior to the  Termination  Date;  and (c) any
amounts or benefits due through the  Termination  Date under this  Agreement and
any  benefit  plan,  or  program  in  accordance  with the terms of said plan or
program, but without duplication.

            (iii) As  consideration  for the  payments  under  Section  5(B)(i),
Executive  shall  execute  and  deliver to the  Company a release of any and all
claims  against the Company  (excluding any claim for such payments) in form and
substance reasonably satisfactory to the Company.

6 Non-Disclosure; Non-Competition and Non-Solicitation.

      (A) Non-Disclosure.  Executive understands and agrees that the business of
the


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<PAGE>

Company  is  based  upon  specialized  work  and  Confidential  Information  (as
hereinafter   defined).   Executive   agrees  that  he  shall  keep  secret  all
Confidential  Information and that he will not, directly or indirectly,  use for
his own  benefit  or for the  benefit  of others nor  Disclose  (as  hereinafter
defined),  without the prior written  consent of the Company,  any  Confidential
Information.  At any time upon the  Company's  request  and upon  expiration  or
earlier termination of this Agreement,  Executive shall turn over to the Company
all books, notes,  memoranda,  manuals,  notebooks,  records and other documents
made,  compiled by,  delivered to, or in the  possession or control of Executive
containing  or concerning  any  Confidential  Information,  including all copies
thereof,  in any form or format,  including  any computer  hard disks,  wherever
located,  containing any such information, it being agreed that the same and all
information  contained  therein are at all times the  exclusive  property of the
Company. The provisions of this Section 6(A) shall survive for a period of three
(3) years following the Termination Date.

      As used in this Agreement,  the term "Confidential  Information" means any
information or compilation of information  not generally  known to the public or
the industry, that is proprietary or confidential to the Company, its Affiliates
and/or those doing  business with the Company and/or its  Affiliates,  including
but  not   limited   to   know-how,   process,   techniques,   methods,   plans,
specifications,  trade secrets,  patents,  copyrights,  supplier lists, customer
lists,  mailing lists,  financial  information,  business plans and/or policies,
methods  of  operation,  sales and  marketing  plans  and any other  information
acquired or developed by Executive in the course of his past, present and future
dealings  with  the  Company,  which is not  readily  available  to the  public.
"Confidential  Information"  shall not include  information  that  Executive can
demonstrate  was  known  to him  prior  to the  Effective  Date or that was made
available to Executive by a third party without obligation of confidentiality.

      As used in this Agreement,  the term "Disclose" means to reveal,  deliver,
divulge, disclose, publish, copy, communicate,  show, allow or permit access to,
or otherwise make known or available to any third party, any of the Confidential
Information.

      (B) Non-Competition;  Non-Solicitation.  Commencing on the date hereof and
ending on the first  anniversary  of the date of  Executive's  termination  from
employment  with the  Company  or any  Affiliate  thereof,  or if  Executive  is
terminated  without Cause or resigns for Good Reason,  ending on the last day of
the period for which  Executive  receives  severance pay under  Section  5(B)(i)
hereof (in either  event,  the  "Restricted  Period"),  Executive  covenants and
agrees that he will not, without the Company's prior written  consent,  directly
or indirectly, either on behalf of himself or on behalf of any business venture,
as an employee, consultant, partner, principal,  stockholder, officer, director,
trustee,  agent,  or  otherwise  (other  than on  behalf of the  Company  or its
Affiliates):

            (i)  be  employed  by,  engage  or  participate  in  the  ownership,
management,  operation or control of, or act in any advisory, expert, consulting
or other  capacity for, any entity or individual  that competes with the Company
in the areas of pension  administration,  insurance product sales and investment
advisory  services  in  the  geographical  area  of New  York  and  New  England
(provided,  however,  that  notwithstanding  the  foregoing,  Executive may make
solely  passive  investments  in such a competing  entity,  the common equity of
which  is  "publicly  held"  and of which  Executive  shall  not own or  control
securities  which  constitute more than one percent (1%) of the voting rights or
equity ownership of such entity);


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<PAGE>

            (ii) solicit or divert any business or any customer from the Company
or its  Affiliates or assist any person,  firm,  corporation  or other entity in
doing so or attempting to do so;

            (iii)  cause or seek to cause any  person,  firm or  corporation  to
refrain from dealing or doing  business  with the Company or its  Affiliates  or
assist any person, firm, corporation or other entity in doing so; or

            (iv) hire,  solicit or divert from the Company or its Affiliates any
of their  respective  employees,  consultants  or agents  who have,  at any time
during the immediately preceding one (1) year period from the date hereof or the
Restricted Period, been engaged by the Company or its Affiliates, nor assist any
person, firm, corporation or other entity in doing so.

      As used in this  Agreement,  the term  "Affiliates"  shall mean any entity
controlling,  controlled by or under the common control of the Company.  For the
purpose of this Agreement, "control" shall mean the direct or indirect ownership
of fifty (50%) percent or more of the outstanding  shares or other voting rights
of an entity or possession,  directly or  indirectly,  of the power to direct or
cause the direction of management and policies of an entity.

      (C) Injunctive Relief. If Executive shall breach or threaten to breach any
of the  provisions  of Section  6(A)  and/or  Section  6(B),  in addition to and
without  limiting any other  remedies  available to Company at law or in equity,
the Company  shall be entitled to  immediate  injunctive  relief in any court to
restrain any such breach or threatened  breach and to enforce the  provisions of
Section 6(A) and/or Section 6(B), as the case may be. Executive acknowledges and
agrees that there is no adequate remedy at law for any such breach or threatened
breach  and,  in the event that any  proceeding  is brought  seeking  injunctive
relief,  Executive  shall not use as a defense thereto that there is an adequate
remedy at law.

7  Indemnification.  The  Company  shall  defend,  indemnify  and hold  harmless
Executive  in his  capacity  as an officer  and  director  of the Company to the
fullest  extent  permitted  by  applicable  law  against  any  losses or damages
incurred by Executive in connection with any action, suit or proceeding to which
Executive  may be made a party by reason of his being or having  been an officer
or director of the Company,  or because of actions taken by Executive which were
believed  by  Executive  to be in the best  interests  of the Company and not in
violation of applicable  law, and  Executive  shall be entitled to be covered by
any  directors'  and officers'  liability  insurance  policies which the Company
maintains  for  the  benefit  of its  directors  and  officers,  subject  to the
limitations  of any such  policies.  The Company shall have the right to assume,
with  legal  counsel  of its  choice,  who  shall be  reasonably  acceptable  to
Executive,  the defense of Executive in any such action,  suit or proceeding for
which the Company is providing  indemnification  to Executive.  Should Executive
determine  to  employ  separate  legal  counsel  in any  such  action,  suit  or
proceeding,  any costs and expenses of such separate  legal counsel shall be the
sole responsibility of Executive.  If the Company does not assume the defense of
any such action,  suit or  proceeding,  the Company  shall,  upon the request of
Executive,  promptly advance or pay any amount for costs or expenses,  including
the reasonable fees of counsel  retained by Executive,  incurred by Executive in
connection with such action, suit or proceeding;  provided that Executive agrees
in writing to repay any such amounts advanced if it is ultimately  determined by
the Company that  Executive is not entitled to such  indemnification.  Executive
shall be  entitled  to  indemnification  under  this  clause  regardless  of any
subsequent  amendment  of the  Certificate  of  Incorporation  or By-Laws of the
Company.


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8 Representation and Warranty of Executive. Executive represents and warrants to
Company that the execution and delivery of this Agreement and the performance of
Executive's  obligations  pursuant hereto shall not conflict with or result in a
breach  of  any  provisions  of  any  (a)  agreement,  commitment,  undertaking,
arrangement or understanding to which Executive is a party or by which Executive
is bound; or (b) order, judgment or decree of any court or arbitrator.

9 General Provisions.

      (A) Notices.  All notices and other  communications  under this  Agreement
shall be in  writing  and may be  given  by  personal  delivery,  registered  or
certified  mail,   postage  prepaid,   return  receipt  requested  or  generally
recognized overnight delivery service.  Notices shall be sent to the appropriate
party at that party's  address set forth above or at such other address for that
party as shall be specified by notice given under this Section. All such notices
and  communications  shall be deemed  received  upon (a)  actual  receipt by the
addressee  or (b) actual  delivery to the  appropriate  address.  Notices to the
Company  hereunder  shall be sent as follows:  Duncan Capital  Financial  Group,
Inc., 830 Third Avenue, New York, NY 10022, Attention:  Chief Executive Officer,
and to: Cohen Tauber  Spievack & Wagner LLP, 420 Lexington  Avenue,  Suite 2400,
New York, NY 10170, fax no. 212 586 5095, attention: Adam Stein, Esq.

      (B)  Assignment.  This  Agreement  shall be binding upon, and inure to the
benefit of, the parties' respective successors, permitted assigns, and heirs and
legal representatives.  This Agreement shall be assigned to, and thereupon shall
inure to the benefit of, any organization which succeeds to substantially all of
the   business  or  assets  of  the   Company,   whether  by  means  of  merger,
consolidation,  acquisition  of all or  substantially  all of the  assets of the
Company or otherwise,  including,  without limitation, by operation of law. This
Agreement is a personal  services  contract and may not be assigned by Executive
nor may the duties of Executive hereunder be delegated by Executive to any other
person.

      (C) Severability.  If any provision of this Agreement,  or the application
of any provision to any person or  circumstance,  shall for any reason or to any
extent be invalid or  unenforceable,  the  remainder of this  Agreement  and the
application  of that  provision to other persons or  circumstances  shall not be
affected, but shall be enforced to the full extent permitted by law.

      (D) No Waiver.  The failure of a party to insist upon strict  adherence to
any term of this  Agreement on any occasion  shall not be considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

      (E) Governing Law;  Arbitration.  This Agreement  shall be governed by and
construed in  accordance  with the laws of the State of New York  applicable  to
agreements made and to be performed in that state,  without regard to any of its
principles  of  conflicts  of  laws or  other  laws  that  would  result  in the
application  of the  laws of  another  jurisdiction.  This  Agreement  shall  be
construed and interpreted  without regard to any  presumption  against the party
causing this Agreement to be drafted. Each of the parties hereby unconditionally
and  irrevocably  waives  the  right to a trial by jury in any  action,  suit or
proceeding arising out of or relating to this Agreement


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<PAGE>

or the transactions  contemplated  hereby.  All disputes  relating in any way to
this Agreement shall be resolved  exclusively through  arbitration  conducted in
accordance  with the  Commercial  Arbitration  Rule of the American  Arbitration
Association  as then in effect.  The  arbitration  hearing  shall be held in New
York, New York and shall be before a single  arbitrator  selected by the parties
in accordance with the Commercial  Arbitration Rules of the American Arbitration
Association  pursuant to its rules on selection of  arbitrators.  Any arbitrator
selected  shall have  reasonable  experience  as an  arbitrator  relating to the
dispute at issue. The arbitrator shall render a formal,  binding  non-appealable
resolution  and award on each issue as  expeditiously  as possible  but not more
than thirty days after the hearing.  All discovery disputes shall be resolved by
the arbitrator. The parties shall use all reasonable efforts to keep arbitration
costs to a minimum.

      (F) Counterparts.  This Agreement may be executed in counterparts, both of
which  shall  be  considered  an  original,  but both of  which  together  shall
constitute the same instrument.

      (G) Entire  Agreement;  Amendment.  This  Agreement  contains the complete
statement  of all the  arrangements  between  the  parties  with  respect to its
subject  matter,  supersedes all prior  agreements  between them with respect to
that subject matter,  and may not be changed or terminated orally. Any amendment
or modification must be in writing and signed by the party to be charged.

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      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the date first set forth above.

                                            DUNCAN CAPITAL FINANCIAL GROUP, INC.


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                                            ------------------------------------
                                            LEONARD NEUHAUS

                 [SIGNATURE PAGE - NEUHAUS EMPLOYMENT AGREEMENT]


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