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                                                        March 24, 2003

Mr. Garrett Miller
c/o Hecht & Associates
60 East 42nd Street, Suite 5101
New York, NY 10165

Dear Garrett:

            This letter agreement ("Letter Agreement") sets out our arrangements
regarding your separation of employment from Valesc Inc. (the "Company"). Upon
execution of this Letter Agreement, the Amended and Restated Employment
Agreement dated as of January 1, 2002 between you and the Company (the
"Employment Agreement") shall be deemed terminated except as to those provisions
of the Employment Agreement that specifically survive termination or as
otherwise set forth in this Letter Agreement.

            1.         Separation from Employment

            Your separation from active employment with the Company, and your
resignation as an officer of the Company and its affiliated entities, shall be
effective as of March 24, 2003 ("Separation Date"). You shall remain a Director
of the Company until the Company's next annual meeting and thereafter at the
direction of the Company's shareholders in accordance with the by-laws. As of
the Separation Date, you shall have no further duties or work and you shall no
longer be authorized to incur any expenses, obligations or liabilities on behalf
of the Company as an officer.

            2.         Accrued Salary, Severance Pay and Cancellation of Options

            The Company acknowledges that, as of the date hereof, it owes you
(i) $78,298 in accrued salary and (ii) one month's salary, or $5,042, as
severance pay under the Employment Agreement (together, the "Separation Pay").
The Company agrees to pay you the Separation Pay in accordance with the terms of
Section 4 of the Employment Agreement, less any legally required tax
withholding.

            In consideration of the foregoing and for other good and valuable
consideration, you agree that 200,000 vested and 100,000 unvested options to
purchase the Company's common stock granted to you pursuant to the Employment
Agreement shall be terminated effective as of the date hereof.



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            3.         Option to Purchase Your Common Stock

            In consideration of the foregoing and for other good and valuable
consideration, you agree to grant an option to the Company or its designee(s) to
purchase all or a portion of the common stock of the Company that you currently
own (2,110,639 shares) in accordance with the form of stock option attached
hereto as Exhibit A.

            4.         Release

            In consideration of the foregoing and for other good and valuable
consideration, you, on behalf of yourself and your heirs, executors,
administrators, attorneys and assigns, hereby waive, release and forever
discharge Valesc Inc., together with Valesc's subsidiaries and affiliates, and
each of its and their respective officers and directors (together, the
"Releasees"), from any and all known or unknown actions, causes of action,
claims or liabilities of any kind which have or could be asserted against the
Releasees arising out of or related to your employment as an officer with and/or
separation from employment with the Company and/or any of the other Releasees
and/or any other occurrence up to and including the date of this Letter
Agreement.

            5.         Company Property

            By or before the Separation Date, you agree to return to the Company
all files, records, documents, reports, and other business equipment, keys,
credit cards, and other physical or Company personal property you possess or
control and you further agree that you will not keep, transfer or use any copies
or excerpts of the foregoing items.

            6.         Confidentiality, Non-Solicitation and Non-Competition

            You agree to comply with the provisions of Sections 7 and 9 of the
Employment Agreement that specifically survive termination of the Employment
Agreement, which pertain to, among other things, the treatment of confidential
information, non-solicitation and your covenant not to compete.

            You further agree that from and after the date hereof you shall not
take any actions or make any statements to the public, future employers,
current, former or future Company employees, or any other third party whatsoever
that disparage or reflect negatively on the Company and/or its affiliates, its
and/or their officers, directors or employees.

            7.         Dispute Resolution

            Except as otherwise provided in Section 9 of the Employment
Agreement, any dispute arising under or in connection with this Letter Agreement
or the transactions contemplated herein shall be subject to arbitration before
the American Arbitration Association at its facilities in New York, New York.


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            8.         Miscellaneous

            The Company encourages and advises you to consult with your own
attorney prior to signing this Letter Agreement. By signing you acknowledge that
you have been represented by your own legal counsel or had the right to retain
counsel but chose not to.

            You acknowledge and agree that if any provision of this Letter
Agreement is found, held or deemed by the arbitration and/or a court of
competent jurisdiction to be void, unlawful or unenforceable under any
applicable statute or controlling law, the remainder of this Letter Agreement
shall continue in full force and effect.

            This Letter Agreement will be binding upon and inure to the benefit
of you and your beneficiaries, heirs, executors, successors and assigns and the
Company, its affiliates, subsidiaries, successors and assigns.

            Any notice to be given by one party hereunder to another shall be in
writing and shall be delivered personally, by recognized national overnight
courier service, or United States registered or certified mail, postage prepaid,
return receipt requested, and addressed to:

If to the Company:
c/o Hecht & Associates
60 East 42nd Street, Suite 5101
New York, NY 10165

If to you:
Garrett Miller
130 Jefferson Street, Apt. 1
Hoboken, NJ 07030

            This Letter Agreement and the surviving provisions of the Employment
Agreement contain the entire agreement between you and the Company with respect
to the matter of your separation from employment. No modification of any
provision of this Letter Agreement shall be effective unless made in writing and
signed by you and the Company. You may not assign this Letter Agreement and the
Letter Agreement may be signed in multiple counterparts, each of which shall be
deemed an original for all purposes.


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            Please indicate your agreement and acceptance of these provisions by
signing the enclosed copy of this Letter Agreement and returning it to the above
address.

Sincerely yours,

VALESC INC.


By:_____________________________
Samuel Cohen
President

AGREED AND ACCEPTED:


--------------------------------
Garrett Miller

Date:  March 24, 2003




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                                                                       Exhibit A
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                             STOCK OPTION AGREEMENT









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