<PAGE>


                                                                  EXHIBIT 10 (w)

                              EMPLOYMENT AGREEMENT

         This Agreement is entered into, to be effective as of April 1, 2003, by
and between  Warrantech Direct,  Inc., a Texas  corporation,  with its principal
place of business located at 2200 Highway 121, Suite 100,  Bedford,  Texas 76021
("EMPLOYER" or "WARRANTECH"),  and Randy San Antonio,  an individual residing at
2429 Brittany Lane, Grapevine, Texas 76051 ("EXECUTIVE").

                                    RECITALS
                                    --------

         WHEREAS,  Employer desires to employ Executive and Executive 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 Executive hereby agree as follows:

         I.       EMPLOYMENT AND DUTIES

         Employer hereby employs  Executive,  and Executive  hereby accepts such
employment, upon the terms and conditions set forth in this Agreement. Executive
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  President  of U.S.  Operations  for
Warrantech,  Employer's  Board of  Directors  or any  designee  of any  thereof.
Executive shall serve as and with the title of President of Warrantech Direct of
Employer.

         II.      TERM

         The  term  of  Executive's   employment   under  this Agreement  shall
commence on April 1, 2003 and shall continue through March 31, 2006.

         III.     COMPENSATION

         3.1 SALARY.  Employer  shall pay Executive a base salary at the rate of
$150,000.00 for each twelve-month period during the term of this Agreement. Such
base  compensation  shall be  payable  in  accordance  with  Employer's  payroll
practices as in effect from time to time.

         3.2 INCENTIVE  COMPENSATION.  Executive shall be eligible to receive an
annual  bonus  equal to one  percent  (1%) of  Warrantech  Direct'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 days after the filing of the Employer's Annual Report on
Form  10-K  with  the   Securities  and  Exchange   Commission.   The  Executive
acknowledges  that if the  Executive's  employment is terminated by the Employer
for cause prior to the payment of the Bonus,  the  Executive  shall  forfeit any
interest he has in the Bonus and shall not be entitled to any portion thereof.

For purposes of this Agreement,  "CONSOLIDATED  COMPANIES" shall mean Warrantech
and all of its parents and subsidiaries.


<PAGE>

         3.3 STOCK  OPTIONS.  Executive  shall be eligible to participate in the
stock option plan subject to the terms and  conditions  set forth in Exhibit "A"
hereof.

         3.4 MEDICAL  INSURANCE.  During the term of his  employment,  Executive
shall be eligible to participate in the Employer's medical plans, as they are in
existence  on the date of this  Agreement,  or as they may be  amended  or added
hereafter,  to the same extent as other  executives of the Employer at a similar
level,  subject to the terms  contained in the respective  plan documents of any
such plan and subject to any required  executive/employee  contribution  towards
such plan as  determined by the Employer,  which  contribution  shall remain the
responsibility of the Executive.

         3.5  AUTOMOBILE.  It is  contemplated  that  to  perform  the  services
required by this Agreement,  Executive shall obtain and remain fully responsible
for the  maintenance  and  repair of an  automobile,  for which  Employer  shall
provide  Executive with an expense allowance at the rate of Six Thousand Dollars
($6,000.00) per annum, payable in equal monthly installments.

         3.6 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  equal to one hundred per cent of  Employee's  base salary up to One
Hundred  Fifty  Thousand  Dollars  ($150,000.00)  and (ii) a split  dollar  life
insurance  policy  with an annual  premium  payment  in an  amount  equal to Ten
Thousand Dollars ($10,000.00).

         3.7 VACATION.  Executive shall be eligible for up to three (3) weeks of
paid vacation during each calendar year in accordance  with Employer's  vacation
schedule and policies. Vacation days shall accrue monthly.

         3.8 EXPENSES.  Employer shall  reimburse  Executive in accordance  with
Employer's  expense  reimbursement  policies for all  reasonable  and  necessary
expenses  including,  without  limitation,  travel and  entertainment  expenses,
incurred by Executive  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

         Executive 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 President of U.S.  Operations for Warrantech,  Employer's Board of Directors
or any designee of either thereof.  During his  employment,  Executive shall not
engage,  and shall not  solicit  any  employees  of the  Employer  or any of its
parents,   subsidiaries  or  affiliates  to  engage,  in  any  other  commercial
activities.




V.       TERMINATION

         Notwithstanding   any  contrary   provisions  herein   contained,   the
employment of Executive  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 Executive set forth
in Article VII hereof.


<PAGE>

         5.1 DEATH OR DISABILITY.  This  Agreement,  and all  obligations of the
Employer hereunder,  shall terminate immediately upon the death of Executive. In
the event that  Executive  is, due to any  physical or mental  injury,  illness,
defect or other  incapacitating  condition,  unable to  perform  his  duties and
responsibilities  for either (i) 60 consecutive  days or (ii) an aggregate of 90
days in any consecutive  12-month  period,  the Employer may, in its discretion,
terminate  this  Agreement at any time  thereafter and the Company shall have no
further obligation or liability to Executive.

         5.2 BY  EMPLOYER,  FOR  CAUSE.  (a)  Employer  shall  have the right to
terminate Executive's employment under this Agreement upon the material failure,
material neglect or material refusal of Executive to:

                (i) Perform the duties  assigned to Executive  under or pursuant
                    to this Agreement; or

               (ii) Abide by the other covenants,  terms and conditions of this
                    Agreement.

Prior to effecting any such  termination,  Employer shall provide Executive with
notice of such failure, neglect or refusal and shall give Executive a reasonable
time  period,  which  shall not be more than ten (10) days,  in which to correct
such problem.

                (b)  Employer  shall  have the  right to  immediately  terminate
Executive's  employment under this Agreement for certain instances of misconduct
including, but not limited to:

                (i) Misappropriating any funds or property of Employer;

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

              (iii) Activities  by   Executive  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; or

               (iv) Executive's   conviction  of,  or  pleading  of  guilty, or
                    no   contest,   to  a  felony,  or a  misdemeanor involving
                    dishonesty or  moral turpitude.

         5.3 BY EMPLOYER, WITHOUT CAUSE. This Agreement may be terminated by the
Employer  at any time  without  cause.  In the  event  the  Employer  terminates
Executive's employment hereunder for any reason other than the reasons set forth
in sections 5.1 and 5.2 above, Executive shall be entitled to receive a lump-sum
amount  equal to three (3) months of  Executive's  salary  (less any  applicable
required  federal,  state and local  withholdings).  Executive shall be under no
obligation to seek other employment or otherwise mitigate the obligations of the
Employer under this Agreement.

         5.4 BY EXECUTIVE,  WITHOUT  CAUSE.  This Agreement may be terminated by
Executive  prior to the  expiration  of the term hereof upon not less than sixty
(60) day's prior written notice.  Notwithstanding the forgoing,  however, in the
event that  Executive  gives  notice of his intent to terminate  this  Agreement
Employer may elect,  in its sole  discretion,  to terminate  this  Agreement and
Executive's  employment  hereunder  at any time  after  receipt  of notice  from
Executive.



<PAGE>


         5.5  EFFECT OF  TERMINATION.  In the case of  termination  pursuant  to
sections 5.1, 5.2 or 5.4, the salary and other compensation specified in Section
III,  unless  otherwise  specified,  shall  immediately  terminate  and cease to
accrue.  Executive  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 that 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.  Executive  shall,  during the period of his
employment  with  Employer,  make prompt and full  disclosure of all  Inventions
which Executive  makes or conceives,  individually,  jointly,  or with any other
executive, or Employer or any of its parents, subsidiaries or affiliates, during
the period of  Executive's  employment by Employer.  All such  inventions  shall
become Employer's exclusive property.

         Notwithstanding  the foregoing,  Executive  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
Executive's  own time,  and (b) which  does not relate  directly  to or have any
application to the business of Employer or any of its parents,  subsidiaries  or
affiliates  or  to  their  actual  or  demonstrably   anticipated   research  or
development,  or which does not result from any work  performed by Executive for
Employer.  This paragraph  constitutes written  notification to the Executive of
the inventions which Executive is not required to assign to Employer.  Executive
shall advise  employer of any  invention  made or  conceived by Executive  which
Executive believes he is entitled to pursuant to this paragraph.

         6.3 RECORDS.  Executive will keep and maintain complete written records
of  all  Inventions  made  or  conceived  by  Executive,  and  of  all  work  on
investigations  done or carried  out by  Executive  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,
Executive  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 Executive's employment hereunder and after the
termination  thereof,  Executive  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. Executives agrees that, during the period
of Executive's employment by Employer and during the one year period immediately
following



<PAGE>



Executive's  employment  by  Employer  or any of its  parents,  subsidiaries  or
affiliates 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 parents,  subsidiaries or affiliates.  Further, Executive
acknowledges  that,  as the  President of  Warrantech  Direct,  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  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 NON-SOLICITATION. During his employment and for two years after the
termination of that employment,  for any reason, Executive will not, directly or
indirectly,  either  personally  or on behalf of any other entity  (whether as a
director, stockholder, owner, partner, consultant, principal, employee, agent or
otherwise)  (i) canvas,  solicit,  transact or attempt to transact  any business
from any  person  or entity  who was a  customer,  client,  vendor,  dealer,  or
insurance  company  of the  Employer  or any of  its  parents,  subsidiaries  or
affiliates or any other person or entity having a business relationship with the
Employer or any prospective  customer,  client,  vendor, or insurance company of
the Employer or any other person or entity the Employer is in negotiations  with
to enter into a business relationship during the term of Executive's  employment
or whose  identity was revealed to Executive  during or as a consequence  of his
employment;  (ii) solicit, induce, entice, hire, employ or attempt to employ any
individual  employed by the Company as of the  termination  of his employment or
during the prior 12 months;  or (iii) take any action which is intended or would
reasonably  be  expected  to,  adversely  affect  the  Employer,  its  business,
reputation  or  its  relationship  with  its  actual  or  prospective   clients,
customers, suppliers, or investors.

         7.3  CONFIDENTIALITY  AND TRADE SECRETS.  During and after the terms of
his employment by Employer, Executive shall not communicate, divulge, or use any
secret,  confidential information,  trade secret,  confidential customer list or
any confidential information relating to customers,  clients,  vendors, dealers,
insurance  companies,  suppliers  of the  Employer or any other person or entity
having a relationship  with the Employer or any of its parents,  subsidiaries or
affiliates  for any  purpose  whatsoever  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  Executive)  to be secret or
confidential.  Confidential  Information  shall  also  include  all  information
contained or stored in the  confidential  databases  of the Employer  containing
Confidential  Information or other information of the Employer.  Executive 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 Executive 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,  Executive shall provide Employer with
prompt  notice of such  requirement  so that  Employer  may seek an  appropriate
protective order.

         7.4  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



<PAGE>


provisions of this Section VII, and,  therefore they agree and acknowledge  that
each shall be entitled to all  equitable  remedies that 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 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  Executive.  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  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  Executive  against the
surviving entity.

         8.4 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 Texas,  without regard to its conflict
of law provisions. Any dispute arising out of or related to this Agreement shall
be subject to the exclusive  jurisdiction  of the Superior Court of the State of
Texas, and the United States District Court for Texas, and the Executive waives,
and agrees not to assert,  as a defense in any such action or  proceeding,  that
the Executive was not subject to personal  jurisdiction thereto or that venue is
improper for lack of residence, inconvenient forum or otherwise.

         8.5 REPRESENTATIONS AND INDEMNITIES.  Executive 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.  Executive
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  Executive's  ability to perform  any tasks  requested  by
Employer or any of its parents,  subsidiaries  or affiliates.  Executive  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 8.5.

         8.6  SURVIVABILITY.  Notwithstanding  anything  herein to the contrary,
Sections 6.4, 7.1, 7.2, 7.3, 7.4 and 8.5 above shall survive the  termination of
this Agreement and shall be deemed fully enforceable thereafter.

                                       3
<PAGE>

         IN WITNESS WHEREOF, the parties have duly executed this Agreement to be
effective as of April 1, 2003.

WARRANTECH CORPORATION                      EXECUTIVE

By:   /s/ Ron Glime                         /s/ Randall San Antonio
      -------------------------             -------------------------------
                                            Randall San Antonio
Title: Executive V.P.

Date: 5/15/03                               Date:5/15/03


<PAGE>


                                    EXHIBIT A


                                  STOCK OPTIONS
                                  -------------


         Warrantech  hereby  agrees  that  it will  recommend  to the  Board  of
Directors,  no later than the next scheduled  meeting of the Board of Directors,
that  Executive  be granted  options  (the  "OPTIONS")  to purchase up to Thirty
Thousand  (30,000)  shares of Warrantech  common stock  ("STOCK") under its 1998
Employee  Incentive  Stock Option  Plan,  as amended (the "PLAN") at an exercise
price  equal to the  opening  price of the  Stock on the date such  Options  are
approved by the Board of  Directors.  The  issuance of the Options is subject to
the approval of the Board of Directors, in its sole discretion.

         Subject  to the  terms  and  conditions  of the  Plan,  which is hereby
incorporated by reference,  the Options will vest, become exercisable and expire
as set forth in the Option Vesting Schedule below;  provided,  however, that 50%
of the total  number of  Options  which may vest in any year shall vest only if,
for  the  applicable  fiscal  year,   Warrantech  shall  have  met  its  "budget
projections"  and the remaining  50% shall vest only if Warrantech  Direct shall
have  met its  "budget  projections."  Any  Options  that do not  vest on  their
assigned  date will be  cancelled  and will not be carried  forward to any later
vesting date.


                             OPTION VESTING SCHEDULE
                             -----------------------
<TABLE>
<CAPTION>
------------------- ----------------- ----------------- ----------------- ----------------- -----------------
                                         PER SHARE        TOTAL SHARE
                                          EXERCISE      VALUE @ DATE OF                     EXPIRATION DATE
                      # OF SHARES          PRICE*            GRANT*         VESTING DATE
------------------- ----------------- ----------------- ----------------- ----------------- -----------------
<S>                     <C>               <C>              <C>             <C>              <C>
Common Options          10,000            $1.45            $14,500          March 31, 2004    March 30,2009
-------------------------------------------------------------------------------------------------------------
Common Options          10,000            $1.45            $14,500          March 31, 2005    March 30,2010
-------------------------------------------------------------------------------------------------------------
Common Options          10,000            $1.45            $14,500          March 31, 2006    March 30,2011
-------------------------------------------------------------------------------------------------------------
  TOTAL                 30,000                             $43,500
-------------------------------------------------------------------------------------------------------------
</TABLE>


         Warrantech,  or Warrantech  Direct, as the case may be, shall be deemed
to have met its "budget  projections" for the applicable fiscal year if and only
if it attains its  projected  earnings  before  interest  and taxes  ("EBIT") as
established in the Warrantech  projected  budget for the fiscal year immediately
preceding the year in which the Options are  scheduled to vest.  In  calculating
EBIT, the parties shall rely upon the financial  statements of the  Consolidated
Companies as prepared by its independent  certified  public  accountants,  which
financial  statements  shall be prepared in a manner  consistent  with generally
accepted accounting principles.



<PAGE>