10.3



                              SETTLEMENT AGREEMENT

         This Settlement  Agreement (this  "Agreement") is dated as of this 30th
day of April, 2003 between HUMANA TRANS SERVICE GROUP,  LTD. (the "Company"),  a
Delaware corporation located at 7466 New Ridge Road, Suite 7, Hanover,  Maryland
21076,  a  wholly-owned  subsidiary of NATIONAL  MANAGEMENT  CONSULTING  INC., a
Delaware  corporation (NMC") located at 545 Madison Avenue, 6th Floor, New York,
New York 10022,  and JAMES W. ZIMBLER,  an individual  residing at 337 Glengarry
Lane, State College, Pennsylvania 16801 ("JWZ").

                                   WITNESSETH:

         WHEREAS,  the Company entered into a Employment  Agreement effective as
of March 1, 2003 with JWZ (the "Employment Agreement") and NMC as a party to the
Employment  Agreement  guaranteed the financial  performance of the Company with
regard to the obligations set forth in Sections 6 (a) and (c) thereof; and


         WHEREAS,  the Company,  NMC and JWZ have  determined  that it is in the
best  interests of all parties to the  Employment  Agreement  to  terminate  the
Employment  Agreement on the terms set forth herein and in conjunction with such
termination, JWZ shall also return 1,750,000 shares of common stock of NMC owned
by JWZ with  attached  stock powers duly  executed in blank and  guaranteed by a
Medallion  participant  to NMC which  shares of common  stock shall be cancelled
(the "Returned Shares"); and

         WHEREAS,   in  conjunction  with  the  termination  of  the  Employment
Agreement,  the Company,  NMC and JWZ have agreed to enter into a stock purchase
agreement  (the  "Stock  Purchase  Agreement")  pursuant  to which,  among other
things, JWZ or an entity controlled by JWZ (collectively,  the "Purchaser") will
purchase all the shares of the Company (the "Humana  Shares") and together  with
JWZ, will execute a secured promissory note in connection therewith (the "Note")
secured by certain shares of common stock owned by JWZ or owned through entities
controlled by JWZ, that are to be pledged to NMC pursuant to a pledge  agreement
and an escrow agreement (the "Pledge Agreement" and the "Escrow Agreement"); and

         WHEREAS, in conjunction with the Purchaser's  acquisition of the Humana
Shares,  JWZ will enter  into a  consulting  agreement  with NMC to provide on a
non-exclusive basis,  introductions to NMC with regard to a variety of potential
corporate  transactions  with  compensation  to be set forth in such  consulting
agreement (the "Consulting Agreement") (the Employment Agreement, Stock Purchase
Agreement,  Note,  Pledge Agreement,  Escrow Agreement and Consulting  Agreement
shall be referred to collectively as the "Ancillary Agreements").


         NOW, THEREFORE, for good and valuable consideration,  the Company, NMC,
and JWZ, intending to be legally bound, agree as follows:


                                       1
<PAGE>

1. TERMINATION OF EMPLOYMENT AGREEMENT. Upon execution of this Agreement
JWZ's  employment  under the Employment  Agreement  shall  terminate and (A) JWZ
shall deliver  unconditionally  certificate  or  certificates  representing  the
Returned  Shares to NMC which Returned  Shares shall be cancelled and retired by
NMC and shall cease to exist;  and (B) there shall be no further  obligations of
any kind owed by either (i) JWZ to the  Company  and NMC or (ii) the Company and
NMC to JWZ, including, but not limited to:

          (a)  any commissions,  salary,  bonuses,  stock,  options or any other
               form of  compensation,  including any securities that may be held
               on JWZ or Sentry  Capital  Management  Inc.'s  behalf by  Michael
               Krome, Esq;

          (b)  any  expenses,  including,  but not  limited to,  meals,  travel,
               computer equipment expense, or telephone expense.

         2. MUTUAL  RELEASES.  (A) Upon  execution of this Agreement by JWZ, the
Company and NMC:

         (i) RELEASE.  JWZ, any entity  controlled or under the authority of JWZ
and JWZ's immediate family members, dependents, personal representatives, heirs,
creditors, executors,  administrators,  successors, assigns or counsel do hereby
fully and forever,  release  Waive and  discharge  the Company and NMC and their
respective officers, directors,  shareholders, agents, attorneys, and employees,
whether  past,  present,  or future (the  "Released  Parties")  form any and all
actins, suits, debts, demands, damages, claims, judgments, or liabilities of any
nature,   including  costs  and  attorneys'  fees,  whether  known  or  unknown,
including,  but not limited to, all claims arising out of JWZ's  employment with
or separation from any of the Released Parties, such as (by way of example only)
any claim for bonus, severance, or other benefits apart from the benefits stated
herein;  breach  of  contract;   wrongful  discharge;   impairment  of  economic
opportunity;  any claim  under  common-law  or at equity;  any tort;  claims for
reimbursements;  claims for commissions; or claims for employment discrimination
under any state, federal and local law, statute, or regulation or claims related
to any other restriction or the right to terminate employment, including without
limitation, Title VII of the Civil Rights Act of 1964, as Amended, the Americans
with Disabilities Act of 1990, as Amended, and the Human Rights Act, as Amended.
Nothing herein shall release any party from any obligation under this Agreement.
JWZ  acknowledges  and agrees that this  release and the covenant not to sue set
forth in Section 2 are essential and material  terms of this Agreement and that,
without  such  release and  covenant  not to use, no  agreement  would have been
reached by the parties and no benefits  under the plan would have been paid. JWZ
understands and  acknowledges  the significance and consequences of this release
and this Agreement.

     (ii)  COVENANT  NOT TO SUE. To the maximum  extent  permitted  by law,  JWZ
covenants not to sue or to institute or cause to be instituted any action in any
federal,  state,  or local agency or court against any of the Released  Parties,
including  but not limited to any of the claims  released in paragraph 2 of this
Agreement. In the event of JWZ's breach of the terms of this Agreement,  without
prejudice to Company's other rights and remedies  available at law or in equity,
except as  prohibited  by law,  JWZ shall be liable  for all costs and  expenses
(including,  without limitation,  reasonable attorney's fees and legal expenses)
incurred by the

         (iii) NON-DISCLOSURE.  JWZ agrees that JWZ shall not disclose,  divulge
or  furnish  to any  person or entity  the  contents  of this  Agreement  or the
circumstances relating to termination of JWZ's employment, except as required by
law, or pursuant to valid  subpoena,  discovery  notice,  demand or request,  or
Court  order  or  process,  PROVIDED,   HOWEVER,  that  JWZ  may  disclose  such
information to JWZ's attorney, accountant or as required by law.

                                       2
<PAGE>

                           (B) the  Company  and NMC and the  Company  and NMC's
respective  officers,  directors,  employees,  agents,  successors,  assigns  or
counsel do hereby  fully and  forever,  release,  waive and  discharge  JWZ, any
entity  controlled  or under the  authority of JWZ, and JWZ's heirs,  creditors,
executors,  successors and assigns and representatives (hereinafter collectively
referred to as the "Releasees")  from and against each and every claim,  demand,
cause of action, obligation,  damage, complaint,  expense or action of any kind,
description or nature  whatsoever,  known or unknown,  suspected or unsuspected,
including,  but not  limited  to, any claims for any  moneys,  or stock or stock
options that the Company and NMC and the Company and NMC's respective  officers,
directors,  employees,  agents,  successors,  assigns  or  counsel  has  or  may
hereafter have, against the Releasees arising out of any relationship  involving
NMC and the Company  including,  but not limited to, the  Employment  Agreement.
This release  specifically  excludes the rights and  obligations  of the parties
under the  Stock  Purchase  Agreement,  the  Pledge  Agreement,  the  Note,  the
Guaranty, and the Consulting Agreement and the Escrow Agreement.

                  3. REPRESENTATIONS OF JWZ. JWZ represents, warrants and agrees
as follows:

                  3.1 AUTHORITY TO EXECUTE AND PERFORM AGREEMENT; NO BREACH. JWZ
         has the full  legal  right  and power and all  authority  and  approval
         required to enter  into,  execute and  deliver  this  Agreement  and to
         perform fully his obligations  hereunder.  This Agreement has been duly
         executed and delivered by JWZ and,  assuming due execution and delivery
         by, and enforceability  against,  the Company and NMC,  constitutes the
         valid and binding  obligation of JWZ enforceable in accordance with its
         terms, subject to the qualifications that enforcement of the rights and
         remedies  created  hereby is  subject  to (i)  bankruptcy,  insolvency,
         reorganization,  moratorium  and  other  laws  of  general  application
         affecting  the rights  and  remedies  of  creditors,  and (ii)  general
         principles  of  equity  (regardless  of  whether  such  enforcement  is
         considered in a proceeding in equity or at law). No approval or consent
         of, or  filing  with,  any  governmental  or  regulatory  body,  and no
         approval or consent of, or filing with, any other person is required to
         be obtained by JWZ or in connection  with the execution and delivery by
         JWZ of this  Agreement and  consummation  and  performance by it of the
         transactions   contemplated   hereby.   The  execution,   delivery  and
         performance  of  this  Agreement  by JWZ and  the  consummation  of the
         transactions  contemplated  hereby  in  accordance  with the  terms and
         conditions hereof by JWZ will not:

                           (a) knowingly violate, conflict with or result in the
                  breach of any of the material terms of, or constitute (or with
                  notice or lapse of time or both would  constitute)  a material
                  default  under,  any  contract,   lease,  agreement  or  other
                  instrument  or  obligation to which JWZ is a party or by or to
                  which any of the  properties and assets of JWZ may be bound or
                  subject;

                           (b) violate any order, judgment, injunction, award or
                  decree of any court,  arbitrator,  governmental  or regulatory
                  body,  by  which  either  JWZ  or  the   securities,   assets,
                  properties or business of JWZ is bound; or

                           (c) knowingly violate any statute, law or regulation.


                                       3
<PAGE>

         4.  REPRESENTATIONS  OF THE  COMPANY  AND  NMC.  The  Company  and  NMC
         represent, warrant and agree as follows:

                  4.1  AUTHORIZATION.  Each have full power,  legal capacity and
         authority  to enter  into this  Agreement,  to  execute  all  attendant
         documents  and  instruments  necessary to  consummate  the  transaction
         herein contemplated,  and to perform all of its obligations  hereunder.
         This Agreement and all other  agreements,  documents and instruments to
         be executed in connection herewith have been effectively  authorized by
         all  necessary  action,  corporate  or  otherwise,  on the  part of the
         Company and NMC, which authorizations  remain in full force and effect,
         have been duly  executed  and  delivered by the Company and NMC, and no
         other  corporate  proceedings  on the part of the  Company  and NMC are
         required to authorize this Agreement and the transactions  contemplated
         hereby,  except  as  specifically  set  forth  herein.  This  Agreement
         constitutes the legal,  valid and binding obligation of the Company and
         NMC  and  is  enforceable  with  respect  to  the  Company  and  NMC in
         accordance with its terms,  except as enforcement hereof may be limited
         by bankruptcy,  insolvency,  reorganization,  priority or other laws of
         court decisions relating to or affecting  generally the enforcements of
         creditors' rights or affecting  generally the availability of equitable
         remedies. Neither the execution and delivery of this Agreement, nor the
         consummation  by the  Company  and  NMC  of  any  of  the  transactions
         contemplated  hereby, or compliance with any of the provisions  hereof,
         will (i)  conflict  with or result  in a breach  or,  violation  of, or
         default under, any of the terms,  conditions or provisions of any note,
         bond, mortgage,  indenture,  license,  lease, credit agreement or other
         agreement,  document,  instrument  or  obligation  (including,  without
         limitation,  any of its charter documents) to which the Company and NMC
         is a  party  or by  which  either  of them or any of  their  assets  or
         properties  may  be  bound,  or  (ii)  violate  any  judgment,   order,
         injunction,  decree,  statute or rule  applicable to any Purchaser.  No
         authorization,  consent or approval of any public body of  authority or
         any third party is necessary  for the  consummation  by the Company and
         NMC of the transactions contemplated by this Agreement.

         5.       MISCELLANEOUS PROVISIONS.

                  5.1  SEVERABILITY.  In the event  that any  provision  of this
         Agreement  is found to be  illegal  or  unenforceable  by any  court or
         tribunal  of  competent  jurisdiction,  then to the  extent  that  such
         provision  may be made  enforceable  by  amendment  to or  modification
         thereof,  the parties agree to make such amendment or  modification  so
         that the same shall be made valid and enforceable to the fullest extent
         permissible  under existing law and public policies in the jurisdiction
         where  enforcement is sought,  and in the event that the parties cannot
         so agree, such provision shall be modified by such court or tribunal to
         conform, to the fullest extent permissible under applicable law, to the
         intent of the Parties in a valid and  enforceable  manner,  if possible
         and if not  possible,  then be stricken  entirely from the Agreement by
         such court or tribunal and the remainder of this Agreement shall remain
         binding on the parties hereto.

                                       4
<PAGE>

                  5.2 AMENDMENT.  No amendment or  modification  of the terms or
         conditions  of this  Agreement  shall be valid  unless in  writing  and
         signed by the party or parties to be bound thereby.

                  5.3  GOVERNING  LAW.  This  Agreement  shall  be  interpreted,
         construed,  governed and enforced according to the internal laws of the
         State  of  New  York  without  regard  to  conflict  or  choice  of law
         principles of New York or any other jurisdiction.  This Agreement shall
         be executed in New York and is intended to be performed in New York. In
         the event of  litigation  arising  out of this  Agreement,  the parties
         hereto consent to the personal  jurisdiction  of the State of New York,
         County of New York.

                  5.4 NO  WAIVER.  If any party to this  Agreement  fails to, or
         elects not to enforce  any right or remedy to which it may be  entitled
         hereunder  or by law,  such right or remedy  shall not be  waived,  nor
         shall  such  nonaction  be  construed  to  confer  a  waiver  as to any
         continued or future acts, nor shall any other right or remedy be waived
         as a result  thereof.  No right  under this  Agreement  shall be waived
         except as evidenced by a written  document  signed by the party waiving
         such  right,  and any such  waiver  shall apply only to the act or acts
         expressly waived in said document.

                  5.5 COUNTERPARTS. This Agreement may be executed in any number
         of counterparts,  and each such counterpart will, for all purposes,  be
         deemed an original instrument,  but all such counterparts together will
         constitute but one and the same Agreement.

                  5.6 BINDING  AGREEMENT.  This Agreement  shall be binding upon
         and shall inure to the benefit of the  parties  hereto,  and upon their
         respective heirs, successors, assigns and legal representatives.

                  5.7 COUNSEL.  Each of the parties hereto  represents  that it,
         she  or  he  has  consulted  legal  counsel  in  connection  with  this
         Agreement,  or has been given full opportunity to review this Agreement
         with counsel of his, her or its choice prior to execution thereof.  The
         parties   hereto  waive  all  claims  that  they  were  not  adequately
         represented in connection with the negotiation,  drafting and execution
         of this Agreement.  Each party further agrees to bear its own costs and
         expenses, including attorneys' fees, in connection with this Agreement.
         If any party initiates any legal action arising out of or in connection
         with enforcement of this Agreement,  the prevailing party in such legal
         action shall be entitled to recover from the other party all reasonable
         attorneys'  fees,  expert  witness  fees and  expenses  incurred by the
         prevailing party in connection therewith.

                  5.8 NOTICES.  All notices and demands  permitted,  required or
         provided for by this Agreement  shall be made in writing,  and shall be
         deemed adequately delivered if delivered by hand or by mailing the same
         via the United  States  Mail,  prepaid  certified or  registered  mail,
         return receipt  requested,  or by priority  overnight  courier for next
         business  day  delivery by a nationally  recognized  overnight  courier
         service that regularly maintains records of its pick-ups and deliveries
         and has  daily  deliveries  to the area to which  the  notice  is sent,
         addressed to the parties at their respective addresses as shown below:


                                       5
<PAGE>
<TABLE>
<CAPTION>

<S>               <C>                                          <C>
                  NAME                                        ADDRESS

                  To the Company or NMC:             National Management Consulting, Inc.
                                                     545 Madison Avenue, 6th Floor
                                                     New York, New York 10022

                  With a Copy To:                    Moritt Hock Hamroff & Horowitz LLP
                                                     400 Garden City Plaza, Suite 202
                                                     Garden City, New York  11530
                  Facsimile:                         (516) 683-1500

                  To James W. Zimbler:               337 Glengarry Lane
                                                     State College, Pa. 16801
                  Facsimile:                         (516) 228-8211

                  With a Copy to:                    Michael Krome, P.C.
                                                     8 Teak Court
                                                     Lake Grove, New York  11755
                  Facsimile:                         (631) 737-8382
</TABLE>
                  Notices delivered  personally shall be deemed  communicated as
         of the date of actual receipt.  Notices mailed as set forth above shall
         be deemed  communicated  as of the date three (3)  business  days after
         mailing,  and  notices  sent  by  overnight  courier  shall  be  deemed
         communicated as of the date one (1) business day after sending.

                  5.9  ENTIRE  AGREEMENT.   This  Agreement  and  the  Ancillary
         Agreements  set forth the entire  agreement  and  understanding  of the
         parties hereto in respect of the subject matter contained  herein,  and
         supersedes all prior agreements, promises,  understandings,  letters of
         intent,  covenants,  arrangements,  communications,  representations or
         warranties,  whether  oral or  written,  by any party  hereto or by any
         related or unrelated third party. All exhibits attached hereto, and all
         certificates,  documents  and  other  instruments  delivered  or  to be
         delivered pursuant to the terms hereof are hereby expressly made a part
         of this  Agreement,  and  all  references  herein  to the  terms  "this
         Agreement", "hereunder", "herein", "hereby" or "hereto" shall be deemed
         to refer to this Agreement and to all such writings.

                  5.10  SUCCESSORS  AND  ASSIGNS.  As used  herein the term "the
         Parties"  shall  include  their  respective   successors  in  interest,
         licensees or assigns.

                  5.11 EXECUTION. Each person who signs this Agreement on behalf
         of a corporate  entity  represents  and  warrants  that he has full and
         complete  authority to execute this Agreement on behalf of such entity.
         Each party shall bear the fees and  expenses of its counsel and its own
         out-of-pocket costs in connection with this Agreement.


                                       6
<PAGE>

                  5.12  CAPTIONS.  The captions  appearing in this Agreement are
         for convenience  only, and shall have no effect on the  construction or
         interpretation of this Agreement.


                            [SIGNATURE PAGE FOLLOWS]










                                       7
<PAGE>





                    [SIGNATURE PAGE TO SETTLEMENT AGREEMENT]

         Executed by the Parties on this 30th day of April, 2003.


                                    NATIONAL MANAGEMENT CONSULTANTS, INC.


                                    By: _____________________________________
                                           Name:  Steven A. Horowitz
                                           Title:    President


                                    HUMANA TRANS SERVICES GROUP, LTD.


                                    By: _____________________________________
                                           Name:  Steven A. Horowitz
                                           Title:    Chief Executive Officer


                                    JAMES W. ZIMBLER

                                    ----------------------------------------





                                       8
<PAGE>