<PAGE>

                                                                    EXHIBIT 4.42

                              EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 1st day of April, 2003.

BETWEEN:

                  ANTHONY CLARK INTERNATIONAL INSURANCE BROKERS LTD., a company
                  amalgamated under the laws of Alberta and having an address at
                  Suite 355, 10333 Southport Road S.W., Calgary, Alberta T2W 3X6

                  (herein called the "Company")

                                                               OF THE FIRST PART

AND:

                  PRIMO PODORIESZACH, business person having an address at 1732
                  North River Drive, Kamloops, British Columbia V2B 7N7

                  (the "Executive")

                                                              OF THE SECOND PART

WHEREAS:

A.                The Company carries on a general insurance brokerage business
in the Province of Alberta and elsewhere (the "Business");

B.                The Company wishes to employ the Executive as the President
and Chief Executive Officer of the Company and the Executive has agreed to
accept such employment, subject to the terms, conditions and covenants herein
provided; and

C.                The Company and the Executive are desirous of having certain
rights and benefits in the event that the Executive is dismissed or the
Executive's employment relationship with the Company is terminated in the manner
set out herein.

NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration (the receipt and sufficiency whereof are
hereby acknowledged), the Company and the Executive hereby agree as follows:

ENGAGEMENT

1.       The Company hereby employs the Executive to render services to the
         Company as, and to undertake the duties and exercise the powers of, the
         President and Chief Executive


<PAGE>

                                     - 2 -

         Officer of the Company, subject always to the general control and
         direction of the Board of Directors of the Company (the "Board").

2.       The Executive shall have such responsibilities, duties and authority
         and perform such functions that are commensurate with the position of
         the President and Chief Executive Officer of a insurance brokerage
         company of comparable size to the Company and carry out the lawful
         instructions and directions from time to time given to him by the Board
         and perform his duties to the utmost of his ability and the Executive
         shall use his best efforts to promote the interests and goodwill of the
         Company and conduct himself in a diligent, competent and businesslike
         manner.

3.       During the term of this Agreement, including any renewals hereof, the
         Executive shall devote substantially the whole of his time and
         attention to the business and affairs of the Company and its affiliates
         and shall not, without the consent in writing of the Company, undertake
         any other business or occupation or become an employee or agent of any
         other corporation, firm or individual; provided that nothing herein
         shall be construed so as to prevent the Executives from taking on a
         directorship in another company or from making investments of a
         strictly passive nature, so long as such director duties or
         investments, when considered together, are not of a type or in an
         amount such as would conflict with the efficient performance by the
         Executive of his duties hereunder.

4.       The Company shall employ the Executive at an annual salary of $100,000
         (the "Base Salary"), payable regularly in accordance with Company
         practice (less applicable source deductions). The performance of the
         Executive will be reviewed annually by the Company, and at the sole
         option of the Company the Base Salary of the Executive may be
         increased; provided, however, the Company shall be under no obligation
         to increase the Base Salary at the time of any such review.

5.       In addition to his other remuneration, the Company shall make available
         to the Executive (and possibly other senior executives of the Company)
         a bonus plan under which a bonus may be paid by the Company, on an
         entirely discretionary basis, based on the performance of the Company
         and the Executive. If in any year the Executive becomes entitled to a
         bonus pursuant to the provisions of the said plan, the Company shall
         pay to the Executive such bonus within five days of it becoming due and
         owing or at such other times as may be most advantages to the Executive
         with respect to the provisions of the INCOME TAX ACT (Canada) or
         similar legislation in place in the jurisdiction of the Executive's
         residence.

6.       The Executive shall be entitled to participate in all benefit programs
         offered from time to time by the Company to senior employees of the
         Company, if any. If part of the said benefit program consists of the
         provision of insurance for the Executive and his estate, the Executive
         agrees to provide necessary medical information and to undergo medical
         examinations as may be reasonably requested by insurance carriers in
         this regard.

7.       Intentionally Deleted.


<PAGE>

                                     - 3 -

8.       The Company shall pay all reasonable expenses actually and properly
         incurred by the Executive in furtherance of or in connection with the
         Business in accordance with Company policy, including, but not by way
         of limitation, all travel expenses, parking and all entertainment
         expenses. If any such expenses are paid in the first instance by the
         Executive, the Company shall reimburse him therefor, subject to the
         receipt by the Company of statements and vouchers in form reasonably
         satisfactory to it.

9.       For the vacation entitlement periods beginning April 1, 2002 and each
         12 month period thereafter, the Executive shall be entitled to earn an
         annual vacation for time worked of up to six (6) weeks in each
         twelve-month period between April 1 and March 31 of each year. Such
         vacations may be taken only at such times as the Executive and the
         Company may from time to time reasonably determine having regard to the
         operations of the Company; and provided further that such vacations
         must be taken within 12 months after the end of the respective
         entitlement period and may not be accumulated from year to year.

10.      The term of the Executive's employment shall be for an indefinite
         period, until such time as the employment of the Executive is
         terminated in accordance with the provisions of this agreement or he
         resigns voluntarily.

11.      The Company may terminate the employment of the Executive forthwith,
         without notice and without pay in lieu of notice, for any cause which
         would entitle the Company under applicable law to terminate the
         services of the Executive for cause without either notice or
         compensation in lieu of notice.

12.      Subject to the provisions of sections 11, 13 and 14 hereof, the Company
         may terminate the employment of the Executive for any reason
         whatsoever, by the payment of the Executive's then Base Salary on a
         regular basis (less applicable source deductions) from the date of
         termination of his employment of 300% of his then current annual
         salary.

13.      In the event that greater compensation in lieu of notice is required to
         be given by the Company to the Executive pursuant to the EMPLOYMENT
         STANDARDS ACT (British Columbia) or any equivalent or successor
         legislation, section 12 hereof shall be construed as providing for the
         payment of such greater amount.

14.      Terms used in this section 14 but not otherwise defined herein have the
         meanings set forth below:

14.1     (a)      "Benefit Plans" means any stock option or share purchase plan,
                  employee loan, insurance, long-term disability, medical,
                  dental and other executive and employee benefit plans,
                  including any pension or group RRSP plans, perquisites and
                  privileges as may be provided by the Company or any subsidiary
                  of the Company to the Executive;

         (b)      "Expiry Date" means 12 months after a Triggering Event occurs;
                  and

         (c)      "Triggering Event" means any one of the following events which
                  occurs without the express or implied agreement of the
                  Executive:


<PAGE>

                                     - 4 -

                  (i)      an adverse change in any of the duties, powers,
                           rights, discretion, salary or benefits of the
                           Executive as they exist at the date of a this
                           Agreement;

                  (ii)     a diminution of the title of the Executive as it
                           exists at the date of this Agreement;

                  (iii)    a change in the person or body to whom the Executive
                           reports at the date of this Agreement, except if such
                           person or body is of equivalent rank or stature or
                           such change is as a result of the resignation or
                           removal of such person or the persons comprising such
                           body, as the case may be, provided that this shall
                           not include a change resulting from a promotion in
                           the normal course of business;

                  (iv)     a change in the municipality at which the Executive
                           is regularly required to carry out the terms of his
                           employment with the Company which at the date of this
                           Agreement is Kamloops, British Columbia, without the
                           Executive's consent unless the Executive's terms of
                           employment include the obligation to receive
                           geographic transfers from time to time in the normal
                           course of business; or

                  (v)      the Executive is not nominated as a management
                           nominee of the Board of Directors of the Company at a
                           general meeting of the shareholders of the Company.

14.2     Subject to section 14.3 and notwithstanding anything to the contrary
         contained in this Agreement, if a Triggering Event occurs, the
         Executive shall be entitled to elect to terminate his employment with
         the Company and to receive a payment from the Company in an amount
         equal to 300% of his then current annual base salary.

14.3     All termination rights of the Executive provided for in section 14 are
         conditional upon the Executive electing to exercise such rights by
         notice given to the Company only up to the Expiry Date.

14.4     The Company shall not dismiss the Executive for any reason unless such
         dismissal is specifically approved by the Board of Directors of the
         Company.

14.5     In the event that the Executive is entitled to a payment pursuant to
         section 14.2, the Executive shall be entitled to have all Benefit Plans
         continued for a period of 12 months after the date of the giving of
         notice by the Executive pursuant to subsection 14.3, or the dismissal
         from the Executive's employment, as the case may be, or for any longer
         period available under any Benefit Plans when coverage is provided from
         a source other than the Company.

14.6     Intentionally Deleted.

14.7     Intentionally Deleted.


<PAGE>

                                     - 5 -

15.      Any payment to be made by the Company pursuant to the terms of section
         14.2 shall be paid by the Company in cash in a lump sum within five
         business days of the giving of notice by the Executive pursuant to
         subsection 14.3, or within five business days of the termination or
         dismissal from the Executive's employment as referred to in section 12.
         Any such payment shall be calculated, in the case of subsection 14.2,
         at the date of giving notice pursuant to subsection 14.3 and, in the
         case of subsection 14.4, at the date of dismissal or termination, as
         the case may be.

16.      In the event that the Executive dies prior to the satisfaction of all
         of the Company's obligations under the terms of this Agreement, any
         remaining amounts payable to the Executive by the Company shall be paid
         to the person or persons previously designated by the Executive to the
         Company for such purposes. Any such designation of beneficiaries shall
         be made in writing, signed by the Executive and dated and filed with
         the Secretary of the Company. In the event that no designation is made,
         all such remaining amounts shall be paid by the Company to the estate
         of the Executive.

17.      This Agreement shall be assigned by the Company to any successor
         corporation of the Company and shall be binding upon such successor
         corporation. The Company shall ensure that the successor corporation
         shall continue the provisions of this Agreement as if it were the
         original party in place of the Company; provided however that the
         Company shall not thereby be relieved of any obligation to the
         Executive pursuant to this Agreement. All appropriate arrangements
         shall be made by the Company for any successor corporation to honour
         this Agreement.

18.      All confidential records, material and information and copies thereof,
         and all trade secrets (and without restricting the generality of the
         foregoing, including inventions, discoveries and methods of processing
         and production) concerning the business or affairs of the Company
         obtained by the Executive in the course of his employment shall remain
         the exclusive property of the Company. During the Executive's
         employment, or at any time thereafter, the Executive shall not divulge
         the contents of such confidential records or any of such confidential
         information or trade secrets to any person other than to the Company or
         the Company's qualified employees, and the Executive shall not,
         following the termination of his employment hereunder for any reason,
         use the contents of such confidential records or such confidential
         information or trade secrets for any purpose whatsoever. Under no
         circumstances shall the Executive remove any books, records or
         documents or copies thereof (whether or not confidential) from the
         Company's office, nor shall the Executive make any copies of any such
         books, records or documents or copies thereof for use outside the
         Company's office, except as specifically authorized by the Board of
         Directors of the Company after he ceases to be employed by the Company.

18.1     The Executive hereby agrees that he will not at any time during the
         term of his employment with the Company and for a period of two years
         thereafter:

         (a)      divulge to any person, firm or corporation any name or names
                  of any or all of the individuals and companies that assisted
                  the Company or that participated in any private placement
                  financing by the Company; or


<PAGE>

                                     - 6 -

         (b)      interfere with or knowingly entice away any employee of the
                  Company who was an employee of the Company within 90 days of
                  the termination of the Executive's employment; or

         (c)      disclose to any third party any information pertaining to the
                  Company and its subsidiaries and their respective assets,

         and the Company may apply for or have an injunction restraining breach
         or threatened breach of the covenants herein contained.

18.2     The foregoing covenants are given by the Executive acknowledging that
         he has specific knowledge of the affairs of the Company. In the event
         that any clause or portion of any such covenant should be unenforceable
         or be declared invalid for any reason whatsoever, such unenforceability
         or invalidity shall not affect the enforceability or validity of the
         remaining portions of the covenants and such unenforceable or invalid
         portions shall be severable from the remainder of this agreement. The
         Executive hereby acknowledges and agrees that all restrictions
         contained in this agreement are reasonable and valid and all defences
         to the strict enforcement thereof by the Company are hereby waived by
         him.

18.3     Without intending to limit the remedies available to the Company, the
         Executive acknowledges that damages at law will be an insufficient
         remedy to the Company in view of the irrevocable harm which will be
         suffered if the Executive violates the terms of section 18 hereof and
         agrees that the Company may apply for and have injunctive relief in any
         court of competent jurisdiction specifically to enforce any such
         covenants upon the breach or threatened breach of any such provisions,
         or otherwise specifically to enforce any such covenants and hereby
         waives all defences to the strict enforcement thereof by the Company.

19.      All previous agreements, written or oral, express or implied, between
         the parties hereto or on their behalf relating to the employment of the
         Executive by the Company are hereby terminated and cancelled, and each
         of the parties hereto hereby releases and forever discharges the other
         of and from all manner of actions, causes of action, claims, demands
         whatsoever under or in respect of any such agreements.

20.      Any notice in writing required or permitted to be given to the
         Executive hereunder shall be sufficiently given if served on the
         Executive personally or mailed by registered mail postage prepaid
         addressed to the Executive at his last address known to the Company.
         Any such notice mailed as aforesaid shall be deemed to have been
         received by and given to the Executive two business days following the
         date of mailing. Any notice in writing required or permitted to be
         given to the Company hereunder shall be given by registered mail
         postage prepaid addressed to the President of the Company at its head
         office. Any such notice mailed as aforesaid shall be deemed to have
         been received by and given to the Company two business days following
         the date of mailing. Either party may at any time give notice in
         writing to the other of any change of address of the party giving such
         notice and from and after the giving of such notice the address therein
         specified shall be deemed to be the address of such party for the
         giving of notices hereunder.


<PAGE>

                                     - 7 -

21.      Each of the parties hereto agrees to do and execute or cause to be
         made, done or executed all such further and other things, acts, deeds,
         documents, assignments and assurances as may be necessary or reasonably
         required to carry out the intent and purpose of this Agreement fully
         and effectually. Without limiting the generality of the foregoing, the
         Company shall take all reasonable steps in order to structure the
         payment or payments provided for in this Agreement in the manner most
         advantageous to the Executive with respect to the provisions of the
         Income Tax Act (Canada) or similar legislation in place in the
         jurisdiction of the Executive's residence.

22.      This agreement shall be governed by and interpreted under the laws of
         the Province of British Columbia.

23.      All dollar amounts referred to in this agreement are expressed in
         Canadian funds unless otherwise specifically provided herein.

24.      Save and except as provided in section 16, the benefits and obligations
         of this agreement may not be assigned by either party to any other
         person; provided, however, that the Company may assign this agreement
         to an affiliate or subsidiary of the Company upon notice to the
         Executive. Except as aforesaid, this agreement shall enure to the
         benefit of and be binding upon the parties hereto and their respective
         successors and assigns, including, in the case of the Executive, his
         heirs, executors and administrators.

25.      The Executive acknowledges that:

         (a)      he has read and understood this agreement; and

         (b)      has obtained independent legal advice in connection with this
                  agreement and the provisions hereof.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the
16th day of April, 2003.

                                             )
SIGNED, SEALED AND DELIVERED                 )
by PRIMO PODORIESZACH in the presence of:    )
                                             )
(signed) "E.M. Podorieszach"                 )
                                             )
________________________________________     )
Signature                                    )    (signed) "Primo Podorieszach"
E.M. Podorieszach                            )
                                             )    ___________________________
________________________________________     )    PRIMO PODORIESZACH
Print Name                                   )
1732 N. River Drive, Kamloops, B.C.          )
                                             )
________________________________________     )
Address


<PAGE>

                                     - 8 -

ANTHONY CLARK INTERNATIONAL
INSURANCE BROKERS LTD.

Per: (signed) "Joseph P. Giuffre"

Per: _____________________________________