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                                                                   Exhibit 10(n)

EMPLOYMENT AGREEMENT


         This Agreement is entered into, to be effective as of April 16, 1998,
by and between Warrantech Corporation, a Delaware corporation, with its
principal place of business located at 300 Atlantic Street, Stamford,
Connecticut 06901 ("Employer"), and Richard Gavino, an individual residing at
One Hawthorne Court, Morris Township, New Jersey 07960 ("Employee").


RECITALS

         WHEREAS, Employer recognizes that Employee will be a key member of
management and important to the long term development and prospects of Employer;
and

         WHEREAS, Employer desires to employ Employee and Employee desires to be
employed by Employer pursuant to the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, in consideration of the forgoing and the terms and
conditions set forth herein, Employer and Employee hereby agree as follows:

         I.       Employment and Duties

         Employer hereby employs Employee, and Employee hereby accepts such
employment, upon the terms and conditions set forth in this Agreement. Employee
shall render such executive, managerial, supervisory, developmental, marketing,
or other services as Employer may specify from time to time, subject at all
times to the direction and control of the Chief Executive Officer, Employer's
Board of Directors or any designee of either thereof. Employee shall serve as
and with the title of Vice President, Chief Financial Officer and Treasurer of
Warrantech Corporation.

         II.      Term

         The term of Employee's employment under this Agreement shall commence
on April 16, 1998 and shall continue for a period of three (3) calendar years
from such date.

         III.     Compensation

         3.1 Salary. Employer shall pay Employee a base salary of Two Hundred
Thousand Dollars ($200,000) during the first 12 months of this Agreement, which
base salary shall automatically increase by 5% annually thereafter during the
term of this Agreement. Such base compensation shall be payable in accordance
with the Company's payroll practices as in effect from time to time.

         3.2 Signing Bonus. Within seven (7) calendar days after the execution
of this Agreement by both parties, Employer shall pay Employee a signing bonus
in an amount equal to Twenty-Five Thousand Dollars ($25,000) less the applicable
federal, state and local taxes. Additionally, upon
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the completion of six (6) months of employment, Employee shall receive
Twenty-Five Thousand Dollars ($25,000) worth of Warrantech common stock at the
fair market value as of the close of business on the date such grant is approved
by the Board of Directors of Warrantech. Employee agrees to (i) reimburse
Employer for the full amount (net of taxes) of such signing bonus and (ii)
transfer such common stock back to Employer in the event that Employee should
voluntarily resign from Employer before completing a full year of employment.

         3.3 Bonus. Employee shall receive an annual incentive bonus equal to
one-half of one percent (0.5%) of Employer's net pre-tax income. In calculating
the net pre-tax income and determining distributions hereunder, Employer shall
rely upon Employer's financial statements as prepared by its independent
certified public accountants, which financial statements shall be prepared in a
manner consistent with generally accepted accounting principles. All bonuses
described in this section are payable annually and shall be paid, if due,
fifteen (15) days after the filing of the Employer's Annual Report on Form 10-K
with the Securities and Exchange Commission.

         3.4 Stock Options. Employee shall be entitled to participate in the
stock option plan in accordance with the terms and conditions set forth in
Exhibit "A" attached hereto and incorporated herein.

         3.5 Medical Insurance. The Company shall obtain and maintain in full
force and effect, a comprehensive major medical, hospitalization Aetna group
plan (or the equivalent) with dental coverage for the benefit of the Employee
and his dependents. In the event of termination pursuant to Article V or in the
event Employer and Employee mutually agree, medical and dental benefits will be
available under the federal Consolidated Omnibus Budget Reconciliation Act of
1985 (COBRA) at the Employee's option and expense.

         3.6 Other Compensation. In addition to the compensation heretofore set
forth, or as may be hereinafter provided, Employer shall provide Employee during
his employment any and all benefits commensurate with his position, which
Employer, in its sole and absolute discretion, may make available to its
executive officers (or employees in general, if any one is not available solely
for executive officers) under any general pension plan, or other employee
benefit plan which may be in effect at any time or from time to time during the
employment period.

         3.7 Automobile. It is contemplated that to perform the services
required by this Agreement, Employee shall obtain and remain fully responsible
for the maintenance and repair of an automobile, for which Employer shall
provide Employee with an expense allowance in the amount of Six Thousand Dollars
($6,000) per annum.

         3.8 Life Insurance. Employer, for the benefit of Employee, also shall
maintain in full force and effect (i) a group term life insurance policy in the
face amount of One Hundred Fifty Thousand Dollars ($150,000) and (ii) a split
dollar life insurance policy with a premium payment up to Ten Thousand Dollars
($10,000).

         3.9 Relocation. Subject to the specific terms and
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conditions of its relocation policy, Employer will reimburse Employee for
expenses related to packing, moving and insuring of household goods, furniture,
and personal effects from Employee's current residence to an area closer in
proximity to the Stamford, Connecticut area in an amount not to exceed the
Accepted Bid (as defined below). Employee will provide receipts and such other
documentation as Employer may reasonably require when requesting such
reimbursement.

With respect to the expenses described above, Employee will obtain a competitive
bid from a household goods carrier of his choice. Employer will obtain a second
bid through its Corporate Relocation Moving Specialists from a reputable,
recognized national carrier of household goods and will approve the most
competitive of the submitted bids (the "Accepted Bid"). All reimbursable
qualified and non-qualified relocation expenses shall be recorded in accordance
with the applicable regulations of the Internal Revenue Service.

         3.10 Vacation. Employee shall be entitled to three (3) weeks of paid
vacation during each calendar year.

         3.11 Expenses. Employer shall reimburse Employee in accordance with
Employer's expense reimbursement policies for all reasonable and necessary
expenses including, without limitation, travel and entertainment expenses,
incurred by Employee in connection with the business of Employer. Expenses
relating to membership in and attendance at trade and business associations and
conventions shall be reimbursed subject to the prior approval of Employer. All
such reimbursement shall be paid upon presentation of expense statements or
vouchers or such other supporting information as Employer may reasonably
require.

IV.      Extent of Service

         Employee shall devote his full time, attention, energies and skill to
the business of Employer, as directed by Employer, and shall assume and perform
such responsibilities and duties as may be assigned to him from time to time by
the Chief Executive Officer, Employer's Board of Directors or any designee of
either thereof. Employee shall be required to travel to such locations as may be
directed by Employer in the course of Employee's duties hereunder.

V.       Termination

         Notwithstanding any contrary provisions herein contained, the
employment of Employee pursuant to this Agreement may be terminated before the
expiration of the term as specified in the following provisions of this Article
V, but such termination shall not affect the obligations of Employee set forth
in Article VII hereof.

         5.1 Death. Employee's employment hereunder shall be terminated
immediately in the event of his death.

         5.2 By Employer, For Cause. Employer shall have the right to
immediately terminate Employee's employment under this Agreement for cause.
Cause includes, but is not limited to the following:
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         (a) Misappropriating any funds or property of Employer;

         (b) Attempting to obtain personal profit from any transaction in which
Employer has an interest;

         (c) The material failure, material neglect or material refusal to (i)
perform the duties assigned to Employee under or pursuant to this Agreement or
(ii) abide by the other covenants, terms and conditions of this Agreement; or

         (d) Activities by Employee of a public nature failing to conform to the
community standard of generally accepted personal or business conduct that such
activities may reasonably be expected to reflect badly upon the public image of
Employer or its business.

         5.3 By Employer, Without Cause. Except as set forth in Sections 5.1 and
5.2 above, this Agreement cannot be terminated by Employer prior to the
expiration of the term hereof.

         5.4 Effect of Termination. In the case of termination pursuant to this
Article V, the salary and other compensation specified in Section III, unless
otherwise specified, shall immediately terminate and cease to accrue. Employee
shall not be entitled to any stock options unless they have fully vested and no
credit will be given for partial years of employment to ascertain the amount of
options which are fully vested.

VI.      Inventions

         6.1 Definitions. As used herein "Inventions" shall mean all
discoveries, inventions, improvements, and ideas relating to any process,
formula, program or software, machine, device, manufacture, composition of
matter, plan or design, whether patentable or not, and specifically includes,
but is not limited to, all designs and developments, of whatsoever nature,
relating to computer hardware, software or programs.

         6.2 Rights to Inventions. Employee shall, during the period of his
employment with Employer, make prompt and full disclosure of all Inventions
which Employee makes or conceives, individually, jointly, or with any other
employee, or Employer or Warrantech affiliate, during the period of Employee's
employment by Employer. All such inventions shall become Employer's exclusive
property.

         Notwithstanding the foregoing, Employee shall retain all his rights in,
and shall not be required to assign to the Employer any invention (hereinafter
an "Excluded Invention"): (a) which was developed entirely on Employee's own
time, and (b) which does not relate directly to or have any application to the
business of Employer or any Warrantech affiliate or to their actual or
demonstrably anticipated research or development, or which does not result from
any work performed by Employee for Employer. This paragraph constitutes written
notification to the Employee of the inventions which Employee is not required to
assign to Employer. Employee shall advise employer of any invention made or
conceived by Employee which Employee believes he is entitled to pursuant to this
paragraph.

         6.3 Records. Employee will keep and maintain complete
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written records of all Inventions made or conceived by Employee, and of all work
on investigations done or carried out by Employee for Employer at all stages
thereof, which records shall be the property of Employer, except for records of
the Excluded Inventions. Upon termination of his employment with Employer,
Employee agrees to deliver promptly to Employer any unpublished memoranda,
notes, records, reports, sketches, plans, programs, software, or other documents
held by him concerning any Inventions or potential Inventions to which Employer
would be entitled pursuant to the provisions hereof, including any information,
knowledge or data relating thereto, or pertaining to the Employer's business or
contemplated business, whether confidential or not.

         6.4 Assignments. During Employee's employment hereunder and after the
termination thereof, Employee shall execute, acknowledge, and deliver to
Employer all such papers, including applications for or assignments of patents
or copyrights or applications for the same, as may be necessary to enable
Employer, its nominees, successors or assigns, at its or their expense, to
publish, protect by litigation or otherwise, obtain titled and/or copyrights or
patents to the Inventions which are the property of Employer pursuant to this
Agreement, in any and all countries.

VII.     Confidentiality and Non-Compete

         7.1 Non-Competition Covenant. Employees agrees that, during the period
of Employee's employment by Employer and during the one year period immediately
following Employee's employment by Employer or any Warrantech subsidiary or
affiliate in any capacity, he will not, directly or indirectly, own, manage,
operate, control, consult with or for, be employed by or an agent for,
participate in or be connected in any manner with the ownership, management,
operation or control of any business that is competitive with the business of
Employer or any of its subsidiaries or affiliates. Further, Employee
acknowledges that, as the Vice President, Chief Financial Officer and Treasurer
of Warrantech Corporation, his services are unique and extraordinary, and that
the restrictions herein are reasonable for Employer's protection of its
legitimate business interests.

         If any court or arbitrator having jurisdiction determines that the
foregoing non-compete covenant is invalid due to its duration, coverage or
extent, the covenant shall be modified to reduce its duration, coverage or
extent as necessary to make such covenant valid, and the covenant as modified
then shall be enforced.

         7.2 Confidentiality and Trade Secrets. During and after the terms of
his employment by Employer, Employee shall not communicate, divulge, or use any
secret, confidential information, trade secret or confidential customer list of
Employer or Warrantech affiliate, to, or on behalf of any person or entity,
except as consented to in writing by Employer. This obligation shall apply with
respect to any such item until such item ceases (other than through the action
of Employee) to be secret or confidential. Employee shall have no obligation
hereunder to keep confidential any Confidential Information to the extent
disclosure of any thereof is required by law or determined in good faith by
counsel to Employee to be necessary or appropriate to comply with any legal or
regulatory order, regulation or requirement; provided, however, that in the
event disclosure is required by law, Employee shall provide Employer with
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prompt notice of such requirement so that Employer may seek an appropriate
protective order.

         7.3 Remedies. In the event of any actual breach by either of the
parties of the provisions of this Section VII, then each shall be entitled to
all the remedies available by law or in equity, including without limitation the
right to obtain damages for said breach and non-adherence and the right to
enjoin the other, or any other person or entity in or threatening breach or
non-adherence, from continuing, and to remedy, the activities which constitute
said breach. The parties acknowledge and agree that any remedies at law may be
inadequate in the event of any breach of the provisions of this Section VII,
and, therefore they agree and acknowledge that each shall be entitled to all
equitable remedies which are appropriate in the event of such breach.

VIII.     Miscellaneous.

         8.1 Entire Agreement. This Agreement contains the entire agreement
among the parties, superseding in all respects any and all prior oral or written
agreements or understandings pertaining to the subject matter hereof and
transactions contemplated hereby, and shall be amended or modified only by
written instrument signed by all of the parties hereto.

         8.2 Waiver. No waiver by any party of any condition, or of the breach
of any term, covenant, representation or warranty contained in this Agreement
,whether by conduct or otherwise, in any one or more instances shall be deemed
to be or construed as a further and continuing waiver of any such condition or
breach of any other term, covenant, representation, or warranty of this
Agreement, or the agreements or documents executed in connection herewith.

         8.3 Right of Offset. If at any time Employer is obligated to make
payments to Employee under this Agreement whether as compensation, reimbursement
of expenses or otherwise, Employer shall have the right to offset against said
obligation any amount which Employee is obligated to pay to Employer or any
corporation controlling, controlled by or under common control with the Employer
at the time of offset. In the event that the amount which Employer seeks to
offset is in dispute or otherwise unliquidated, Employer may nevertheless
exercise its right of offset, but if it is ultimately determined that Employer
was not entitled to such offset, Employer shall, in addition to the amount not
properly offset, pay Employee interest on such amount from the date of offset to
the date of payment at 6% per annum. In the event that it is necessary for
employee to take any action, whether at law or in equity, to recover amounts
which employer inappropriately withheld under this provision, then the
prevailing party shall be entitled to reasonable attorney's fees, costs and
other necessary disbursements in addition to any other relief to which it may be
entitled.

         8.4 Binding Effect; Assignment. This Agreement shall be binding upon,
and shall inure to the benefit of and be enforceable by, the parties hereto and
their respective heirs, successors, and assigns, but this Agreement shall not be
assignable by Employee. In the event of (i) the merger or consolidation of
Employer with or into any other entity, (ii) the acquisition of Employer by any
entity, or (iii) the sale or other
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disposition by Employer of all or substantially all of its businesses and/or
assets, this Agreement shall remain legally valid and binding and shall be
enforceable by Employee against the surviving entity.

         8.5 General. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same instrument. The section headings contained herein
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. This Agreement shall be governed, enforced and
construed under the laws of the State of Connecticut.

         8.6 Resolution of Disputes. In the event of a dispute or disagreement
between the parties arising out of or in connection with this agreement, prior
to submission of the controversy to arbitration, the parties shall submit the
matter to mediation in a proceeding to be conducted in Stamford, Connecticut. If
the parties exhaust the mediation process without a successful resolution of the
matter, the dispute shall be settled in the State of Connecticut by arbitration
before a panel of three arbitrators, one selected by Employer and one selected
by Employee, with a third being appointed by the two so chosen. The arbitration
shall be commenced by the initiating party notifying the other party of its
demand for arbitration and of the arbitrator whom it selected and demanding that
the other party select its arbitrator. If the third arbitrator is not selected
within 30 days after the demand is served, he shall be selected in accordance
with the rules and regulations then in effect of this American Arbitration
Association or its successor. In any action, whether at law, in equity, or in
arbitration, to enforce or interpret the terms of, or otherwise arising out of
this Agreement, the prevailing party shall be entitled to reasonable attorney's
fees, arbitrator fees, costs and necessary disbursements in addition to any
other relief to which it may be entitled.

         8.7 Representation and Indemnity. Employee represents and warrants to
Employer that he has the full right and power to enter into this Agreement and
that he is not bound by any restriction or impediment thereto. Employee
represents and warrants that he is not subject to any covenant not to compete or
any other restriction with any former employer or other entity which would
inhibit or restrict Employee's ability to perform any tasks requested by
Employer. Employee hereby indemnifies Employer against any claims, losses,
damages or expenses that Employer may incur or suffer in connection with any
inaccuracy in, or breach of, any of the representations and/or warranties set
forth in this Section 8.7.

         8.8 Survivability. Notwithstanding anything herein to the contrary.
Sections 6.4, 7.1, 7.2, 7.3, 8.3, 8.6, and 8.7 above shall survive the
termination of this Agreement and shall be deemed fully enforceable thereafter.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement to be
effective as of April 16, 1998.
<PAGE>   8
WARRANTECH CORPORATION                              EMPLOYEE


                                                  /s/ Richard Gavino
                                                  ---------------------
By: /s/ Joel San Antonio                          Richard Gavino
   ------------------------

   ------------------------
Title: CEO
      ---------------------
Date:  4/2/98
     ----------------------


                                    EXHIBIT A

                                  Stock Options

         Warrantech Corporation hereby grants Employee options to purchase up to
Three Hundred Thousand Dollars ($300,000) worth of shares of Warrantech
Corporation common stock ("Stock") under its Incentive Stock Option Plan (the
"Plan") at an exercise price equivalent to the fair market value of the Stock at
the close of business on the date [KC1] such options are approved by the Board
of Directors. One-third of the options granted hereunder will vest and become
exercisable at the conclusion of each year during the term of the Agreement.
Such options shall be subject to other terms and conditions applicable to
options granted under the Plan. The vesting and exercise of such options are
also dependent on Employee's continued employment with Employer at the time such
options vest.
<PAGE>   9
                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         AMENDMENT dated as of April 1, 2001 (the "Effective Date") to the
Employment Agreement made as of the 16th day of April, 1998 by and between
WARRANTECH CORPORATION, a corporation organized and existing under the laws of
the Delaware, having its principal place of business located at 300 Atlantic
Street, Stamford, Connecticut 06901 (the "Employer"), and RICHARD GAVINO, an
individual residing at One Hawthorne Court, Morris Township, New Jersey 07960
(the "Employee").

                              W I T N E S S E T H:

         WHEREAS, the parties entered into an employment agreement on April 16,
1998 (the "Agreement"); and

         WHEREAS, the parties desire to amend the Agreement; and

         WHEREAS, any capitalized term used but not defined herein shall have
the meaning set forth in the Agreement; and

         WHEREAS, the Employee is willing to continue employment upon the
amended terms and conditions hereinafter set forth;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


         1. Section II of the Agreement is hereby amended and replaced as
follows: "The term of the Employee's employment under this Agreement, which is
due to expire on April 16, 2001, shall be extended for an additional three (3)
year period commencing on the Effective Date and ending March 31, 2004."

         2. Paragraph 3.2 of the Agreement is hereby deemed deleted in its
entirety.

         3. Paragraph 3.4 of the Agreement is hereby deemed deleted in its
entirety.

         4. By action of Employer's Board of Directors on April 26, 2001,
Employee was granted an option (the "Option") to purchase 30,000 of Employer's
common stock under the Plan at an exercise price of $.60 per share which was the
fair market value of such common stock on the date of grant.

         5. The Option shall vest in accordance with the terms and conditions
set forth in the Plan. Such Option shall be subject to other terms and
conditions applicable to options granted under the Plan. The vesting and
exercise of such the Option is also dependent on Employee's continued employment
with Employer at the time such Option vests.

         6. The area of relocation, "Stamford, Connecticut", that is specified
in Paragraph 3.9 is hereby amended and replaced with "Euless, Texas."
<PAGE>   10
         7. Section IV of the Agreement is hereby amended and replaced as
follows: "In performance of the duties described in this Section IV, Employee
shall devote his full time, attention, energies and skill to the business of the
Employer, as directed by Employer. Employee shall be in charge of the accounts
of the Employer; he shall render statements of accounts of the Employer and
reports to the Board of Directors as often as they shall require the same; he
shall enter regularly in books to be kept by him for that purpose, full and
accurate account of all moneys received and paid on account of the Employer, and
of all securities received and delivered by the Employer. The Employee shall
perform all duties as are customarily performed by the Chief Financial Officer
of a publicly-held company and shall also assume and perform such
responsibilities and duties as may be assigned to him from time to time by the
Chief Executive Officer, Employer's Board of Directors or any designee of either
thereof. Employee shall be required to travel to such locations as may be
directed by Employer in the course of Employee's duties hereunder."

         8. Paragraph 5.3 of the Agreement is hereby amended by adding the
following provisions: "In the event that this Agreement is terminated by
Employer prior to the expiration of the term hereof for reasons other than those
set forth in Paragraphs 5.1 and 5.2 of this Agreement, Employer shall pay to
Employee the following:

            (a) the unpaid balance of the salary compensation described in
                Paragraph 3.1 of this Agreement for the balance of the term of
                this Agreement;

            (b) any unpaid bonus earned by Employee pursuant to Paragraph 3.3 of
                this Agreement through the date of termination, provided that if
                Employee's employment is terminated other than on the last day
                of Employer's fiscal year, Employer shall be obligated to pay
                the pro rata portion of the bonus, if any, which relates to the
                portion of the fiscal year in which Employee was employed.


Employee shall not be obligated to take any action to mitigate the amount owed
to Employee pursuant to Paragraph 5.3 of this Agreement."

         9. Paragraph 7.1 of the Agreement is hereby amended in its entirety and
replaced as follows: "Non-Competition Covenant Employee agrees and acknowledges
that Employer owns and controls unique and extraordinary proprietary information
concerning the operation, processes, methods and accumulated experience
incidental to administering and marketing service contracts and after-market
warranties in automobiles, automotive components, recreational vehicles,
appliances, consumer electronics, homes, computer and computer peripherals for
retailers, distributors and manufacturers (the "Business of Warrantech")
including, without limitation, those matters not generally known to the public
or the industry in which Warrantech is or may become engaged and which pertain
to the Business of Warrantech. Employee also acknowledges that the Business of
Warrantech is conducted throughout each state of the fifty states of the United
States and Puerto Rico (the "Territory"). Employee acknowledges that due to his
position at Warrantech, he has access to the foregoing confidential and
proprietary information of Warrantech and that the Business of Warrantech,
including its operations, processes and methods which are extraordinary and
unique, and that there are few companies in the Territory that engage in the
same, or substantially similar, business as Warrantech. Accordingly, the
Employee agrees that during the period of Employee's employment by Warrantech or
any Warrantech subsidiary or affiliate, and for one year thereafter, he will
not, directly or indirectly, own, manage, operate, control, consult with or for,
be employed by or an agent for, participate in or be connected in any manner
with the ownership, management, operation or control of any business that is
engaged in the business of administering and marketing service contracts and
after-market warranties in automobiles, automotive components, recreational
vehicles, appliances, consumer electronics, homes, computer and computer
peripherals for retailers, distributors and manufacturers, or is competitive
with the Business of


                                       2
<PAGE>   11
Warrantech or any of its subsidiaries or affiliates in the Territory. Further,
Employee acknowledges that, as the Vice President, Chief Financial Officer and
Treasurer of Warrantech Corporation, his services are unique and extraordinary,
and that the restrictions herein are reasonable as to scope and duration and are
necessary for Employer's protection of its legitimate business interests and to
preserve for the Employer, the competitive advantage derived from maintaining
that unique and extraordinary proprietary information. Employee further
acknowledges that due to his educational and professional background as an
accountant, the covenants of this Paragraph 7.1 do not unreasonably restrict his
ability to find other employment as an accountant and earn a reasonable
livelihood.


If any court or arbitrator having jurisdiction determines that the foregoing
non-compete covenant is invalid due to its duration, coverage or extent, the
covenant shall be reformed to reduce its duration, coverage or extent as
necessary to make such covenant valid, and the covenant as reformed then shall
be enforced."


         10. Paragraph 8.6 of the Agreement is hereby amended in its entirety
and replaced as follows: "Resolution of Disputes. In the event of a dispute or
disagreement between the parties arising out of or in connection with this
Agreement, prior to submission of the controversy to arbitration, the parties
shall submit the matter to mediation in a proceeding to be conducted in
Stamford, Connecticut. If the parties exhaust the mediation process without a
successful resolution of the matter, the dispute shall be settled in the City of
Stamford, Connecticut by arbitration before a panel of three arbitrators in
accordance with the rules and regulations then in effect of this American
Arbitration Association or its successor. In any action, whether at law, in
equity, or in arbitration, to enforce or interpret the terms of, or otherwise
arising out of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, arbitrator fees, costs and necessary disbursements
in addition to any other relief to which it may be entitled. The arbitration
shall be enforceable in any court of competent jurisdiction."

         11. The Agreement, as modified herein, is hereby ratified and confirmed
and remains in full force and effect and supercedes any other employment
agreements in effect between Employer and Employee.





                                       3
<PAGE>   12
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                       EMPLOYER:

                                       WARRANTECH CORPORATION

                                       By: /s/ Joel San Antonio
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

WITNESS:

/s/ A. Kopisz
-----------------------------

                                       EMPLOYEE:

                                       /s/ Richard Gavino
                                       -----------------------------------------
                                       RICHARD GAVINO
WITNESS:

/s/ B.S. Christensen
-----------------------------




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