EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

      Employment  Agreement,  dated as of December 23, 2004, but effective as of
November 1, 2004  ("Effective  Date"),  by and between Richard E. Stierwalt,  an
individual with an address at 345 Governors Lane,  Fairfield,  Connecticut 06824
("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 an  executive  officer and
director 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
President and Chief Executive 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 Board of Directors of the
Company. In addition,  for so long as he is employed by the Company as President
and Chief Executive  Officer,  Executive shall serve as a member of the Board of
Directors of 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, subject to the following  sentence,  shall devote
his full  business  time to the  performance  of his duties  for the  Company in
accordance  with the terms hereof.  Notwithstanding  the foregoing,  the parties
acknowledge  and agree that  Executive  may spend up to ten percent (10%) of his
business time in connection  with business  matters  relating to New Shorehaven,
LLC and New  Shorehaven  Ltd.,  which  entities  are engaged in the  business of
offshore  hedge fund  management,  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 October 31, 2005. This Agreement shall automatically be
extended  thereafter for subsequent  terms of one year each,  subject to earlier
termination  pursuant to Section 5, on the affirmative  agreement of the parties
to so  extend  this  Agreement  not later  than  ninety  (90) days  prior to the
expiration of the then-current term.

3 Compensation. As consideration for the performance by Executive of Executive's


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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 Two  Hundred  Fifty  Thousand  ($250,000.00)  Dollars  per  year  ("Base
Salary"). The Board of Directors shall review Executive's  performance annually,
if this Agreement is renewed,  and  Executive's  base salary shall be subject to
increase but not decrease on the anniversary of the Effective Date, based on the
results of such review.  Any such base salary shall not exceed five (5%) of free
cash flow (but shall not be less than $250,000.00).

      (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 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. The Board of Directors shall consult with Executive
on the creation of applicable  performance criteria and objectives.  These shall
be  established  within  ninety days of the  Effective  Date and, if the term is
renewed, within sixty (60) days of each anniversary date thereof.

      (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.

      (D) If the Company  acquires a subsidiary  business that  maintains a 401k
plan, then at Executive's request and to the extent permitted by applicable law,
Company shall cause such  subsidiary to allow  Executive to  participate in such
401k plan and if permitted to waive any vesting period with respect thereto.  To
the extent required, Company shall cause such subsidiary to employ Executive and
to pay five thousand  dollars  ($5,000) of Executive's Base Salary or such other
amount as may be necessary to permit  Executive to  participate  in such plan to
obtain the maximum available 401k contribution benefit out of the Base Salary.

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.


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      (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.  In addition,  the Company
shall pay Executive's annual dues at Shorehaven Golf Club commencing in 2007, if
Executive is then employed by the Company.

      (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
President,  Chief  Executive  Officer  and a  director  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.  In the event that
such insurance is not procured,  Executive  shall be entitled to resign from his
position as a Director of the Company,  and such resignation shall not be deemed
to be a breach of this Agreement.

      (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) Company Equity;  Warrant;  Options.  (i) Executive acquired a $200,000
allocation of shares of the Company's  common stock in accordance with the terms
of that certain subscription  agreement between Executive and the Company.  (ii)
In addition,  upon the execution and delivery of this  Agreement,  the Executive
shall be  granted  a  warrant  ("Warrant")  to  purchase  783,000  shares of the
Company's  common stock,  representing  5% of the sum of (i) number of shares of
the  Company's   common  stock  issued  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 $0.1667,  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
twelve equal monthly  installments over the term of the Agreement 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.  The
exercise price may be payable by Executive in cash or by cashless  exercise.  If
the Executive  borrows the exercise price from the Company,  the amount borrowed
shall be  repayable  in full at the earlier of the date when the common stock of
the Company becomes publicly traded or on the second  anniversary of the date of
borrowing.  If the  Executive  elects  to pay the  exercise  price  by  cashless
exercise, then the number of shares issuable upon exercise of this Warrant shall
be reduced  by that  number of shares  equal to the  quotient  of the  aggregate
exercise price divided by the fair market value per share of common stock on the
date of exercise. (iii) In addition, and subject to adoption and approval of the
Company's  stock option plan ("Stock Option Plan") and the terms thereof and the
terms of the stock  option  agreement  executed  by the  parties  in  connection
therewith and pursuant  thereto ("Stock Option  Agreement"),  within one year of
the date of execution and delivery of this  Agreement,  the  Executive  shall be
granted incentive  options  ("Options") to purchase such number of shares of the
Company's common stock that represents 5% of the number of shares of the


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Company's  common stock issued and  outstanding  on the date of issuance,  at an
exercise  price per share to be  determined by the Board of Directors but not to
exceed  the  fair  market  value  per  share of  common  stock as of the date of
issuance, as adjusted from time to time in accordance with the provisions of the
Stock  Option Plan and the Stock Option  Agreement  under which such Options are
issued. The Options shall have a term of seven (7) years from the date of grant.
All of such Options shall vest on the first anniversary of the date of grant 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.
Other  terms  shall be as set forth in the  Company's  Stock  Option Plan and/or
related  Stock  Option  Agreement.  All  unvested  Options  and any  vested  but
unexercised  Options  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, all unvested Options shall automatically
become null and void and shall terminate and all vested and unexercised  Options
shall be  exercisable  in accordance  with the  Company's  Stock Option Plan and
Stock Option  Agreement  but in any event 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
Stock Option Agreement, the terms of the Stock Option Agreement shall govern and
be  controlling.  Provided  that  Executive  is then  employed  by the  Company,
additional 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.

      (F) Broker-Dealer Registrations.  The Company and Executive will cooperate
in identifying  any required  licenses or  registrations  for the performance of
services  by  Executive  at  Company's  expense.   If  the  Company  acquires  a
broker-dealer  registered with the Securities and Exchange  Commission,  then at
Executive's request and to the extent permitted by applicable law, Company shall
cause such  broker-dealer to hold  Executive's  registrations as a broker-dealer
representative.

      (G) Location.  Executive shall have his office located in the metropolitan
New York City area, subject to reasonable travel requirements.

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.


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            (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.

            (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


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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 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):


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            (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  pension
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);

            (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


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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.

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.  Copies of notices
hereunder  shall be sent as  follows:  If to  Executive - to: Day Berry & Howard
LLP, One Canterbury Green,  Stamford,  Connecticut  06901, fax no. 203 977 7301,
attention:  David A. Swerdloff,  Esq.; and if to the Company, to: Duncan Capital
Financial Group, Inc., 830 Third Avenue, New York, NY 10022, Attention:  Michael
Crow, 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 may 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


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<PAGE>

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  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.

      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:


                                            ------------------------------------
                                            RICHARD E. STIERWALT

                [SIGNATURE PAGE - STIERWALT EMPLOYMENT AGREEMENT]


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