EXHIBIT 4.2
                        CONSUMERS FINANCIAL CORPORATION

                              EMPLOYMENT AGREEMENT

THIS AGREEMENT ("Agreement") is made effective, September 1, 2003, by and
between Consumers Financial Corporation., a Pennsylvania Corporation,
("Employer"), of 132 Spruce Street Cedarhurst N.Y. 11516 and Jack I. Ehrenhaus
94 Washington Avenue Lawrence, N.Y. 11559.

                                    RECITALS

, IN CONSIDERATION of the employment of the Employee by Employer, the
compensation and attendant benefits provided to Employee by Employer during the
duration of employment, the use and employment by Employee of Employer's
facilities and equipment, the ongoing disclosure to Employee of Employer's
confidential and proprietary information, the opportunity for Employee to serve
Employer's clients and customers, and the mutual covenants herein, the parties
hereto mutually agree as follows:

                                   AGREEMENT

1.    Employment. Employee shall be employed by Employer as President and Chief
Executive Officer reporting directly to the Company's Board of Directors.
Employer's responsibilities are expected to generally include but not be limited
to Management and Control of all corporate activities, functions and personnel.


2.    Term. The term of employment of Employee by Employer under this Agreement
shall begin as of the Agreement Date and be for a period of Four (4) calendar
years thereafter, unless terminated pursuant to Paragraphs 11, 12, 13, 14, or 15
of this Agreement Employee hereby accepts employment subject to and in
accordance with the terms of this Agreement and subject to the Agreement's
ratification by the Company's Board of Directors.

3.    Best Efforts of Employee. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided at such place(s) as the needs, business, or opportunities of the
Employer may require from time to time.

4.    Performance. During Employee's employment Employee will not engage in any
activity that conflicts with Employer's business interests so as to interfere
with the proper and efficient performance of Employee's duties at Employer.

5.    Compensation. As compensation for the services provided by Employee under
this Agreement, Employer will pay Employee an annual base salary ("Base Salary")
of $225,000 payable in semi-monthly installments on the last working day prior
to the 15th day of the mouth and the last working day of each month, in arrears.
Employee will receive an annual increase of Ten percent (10%) of Base Salary or
Ten percent (10%) of annual salary, whichever is the greater, on each
anniversary date of this Agreement.

6.    Additional Compensation. In addition to the Base Salary, the Employer
shall pay the Employee such additional compensation as may be determined by the
by the Board of Directors or by a compensation committee of the Board of
Directors. Employee will receive an annual bonus, if budgets are met, from One
Hundred percent (100%) of annual salary to a maximum of Two Hundred (200%) of
annual salary based on performance of the Company to meet or exceed the budget
plan. If the budget plan is not met, the bonus may be less than One Hundred
percent (100%) of annual salary, but in no case will the annual bonus be less
than Fifty percent (50%) of annual salary.


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7.    Stock Plan. Employee is hereby granted Three Million (3,000,000) shares of
the Companies Common Stock (Post Split) from the Company at par, Employee may be
granted additional restricted common shares of the Company, by the Company in
the future as approved by the Board of Directors.

8.    Employee Benefit's. The Employee shall be entitled at Employer's expense
to participate in any Employee benefits maintained by Employer for Employer's
senior executive level employees including, without limitation, any life,
health, hospitalization, disability, medical and dental insurance programs, as
may be authorized and adopted from time to time by the Employer, with respect to
Employee.

9.    Expenses. Employer will reimburse Employee for all reasonable and
pre-approved travel, entertainment or other business expenses incurred by him in
the performance of Employee's duties hereunder in accordance with the policies
for such reimbursement of senior executives from time to time as established by
Employer. The Employee shall utilize a corporate credit card or be reimbursed
monthly for all such business expenses upon presentation to Employer of an
itemized accounting therefore, together with such receipts or vouchers and other
reasonable verifications as Employer may reasonably require. In the event that
Employer is not able to reimburse Employee promptly, the Company's president
shall permit the accrual of Employee's expenses on the books of the Company and
will notify Employee when initial reimbursement of expenses is expected to begin
after which date all reimbursement will progress on a timely basis. If Employee
is required to travel outside the New York metropolitan area or incur expenses
in excess of $500.00, Employee shall be entitled to receive an advance for these
expenses.

10.   Automobile. Employer will provide Employee for the term of this Agreement
with an automobile selected by the Employee for which the Employer's portion of
the lease payment shall not exceed $750.00 per month. The Company's Board of
Directors shall determine the initial availability of an automobile to the
Employee Employer shall provide deposits, tags, insurance, fuel, and full
maintenance for the automobile. Employee shall have the automobile available at
all times for duties to be performed for Employer under this Agreement. Employer
agrees to, reimburse Employee for any other usual and reasonable automobile
expenses incurred by Employee during the performance of Employee's assigned
duties.

11.   Termination by Non-Renewal. The Employer may terminate this Agreement by
providing written notice to Employee that the Employer will not renew this
Agreement with Employee, provided however, that such notice must be given to
Employee no less than One Hundred Twenty (120) days prior to completion of the
term of this Agreement. If the Employer fails to give such written notice and if
Employer fails to render a new agreement upon expiration of this Agreement, this
Agreement will automatically extend for periods of One (1) year under the same
terms and conditions of this Agreement plus a salary increase of Ten percent
(10%) for each year thereafter. If this agreement is terminated pursuant to
Paragraph 11 of this Agreement, the Termination Date shall be the final day of
the term being served by Employee and no other compensation shall accrue from
that day forward. In the event this Agreement is terminated pursuant to
Paragraph 11, the Employer shall pay Employee's Compensation accrued through the
Termination Date pursuant to Paragraphs 5, 6 & 8 of this Agreement.


<PAGE>

12.   Termination by the over for Cause. The Employer may terminate this
Agreement for Cause by providing written notice to Employee and the Termination
Date shall be the date of such notice to Employee. As used herein, "Cause" shall
include but not be limited to any act by Employee, which in the opinion and sole
discretion of the majority of the Company's Board of Directors, constitutes
negligence, gross misconduct, material dishonesty, fraud or fraudulent
misrepresentation or criminal conduct In the event this Agreement is terminated
pursuant to Paragraph 12 of this Agreement, the Employer shall have no further
liability to Employee other than for Employee's compensation accrued through the
Termination Date pursuant to Paragraphs 5 & 6 of this Agreement. The
compensation paid under Paragraph 12 of this Agreement shall be the Employee's
exclusive remedy. In the event the Employer terminates this Agreement pursuant
to Paragraph 12, the employer shall provide Employee with written notice
specifying in reasonable detail the Employee's acts or conduct that the Employer
has determined constitutes the Employer's right to terminate this Agreement
pursuant to Paragraph 12. Prior to any closure of the termination, Employee
shall be provided, at Employee's request, an immediate opportunity to rebut
termination for cause before the President or Chairman of the Company with a
final finding by the Board of Directors.

13.   Termination by the Employer without Cause. The Employer may terminate this
Agreement without Cause by providing written notice to Employee and the
effective date ("Effective Date") shall be the date of such notice to Employee.
In the event this Agreement is terminated pursuant to Paragraph 13, the Employer
shall pay Employee's compensation accrued through the Effective Date pursuant to
Paragraphs 5 & 6 of this Agreement. The Employer shall have the further
obligation to: a) continue Employee's health care benefits, as provided to
Employee immediately preceding the Effective Date, for the original period of
this Agreement or for a period of Two (2) years after the Effective Date,
whichever is tie greater; and, b) pay Employee severance for the remainder of
the contractual period of this Agreement in equal monthly installments beginning
Thirty (30) days after the Effective Date or for a period of Two (2) years after
the Effective Date, whichever is the greater. The monthly installments of
severance will be equal to the monthly Base Salary paid to Employee immediately
preceding the Effective Date. In the event Employer has the obligation to pay
compensation to Employee pursuant to Paragraph 13, Employee shall have no duty
to seek other employment and the Employer shall have no right to offset any
Compensation paid to Employee pursuant to Paragraph 13 of this Agreement.

14.   Termination by Death. The Employer may terminate this Agreement upon the
death of Employee and the Termination Date shall be the date of Employee's
death. In the event of termination pursuant to Paragraph 14 of this Agreement,
the Employer shall continue to pay Employee's heirs or estate the Compensation
which Employee would otherwise have been entitled to receive, pursuant to
paragraphs 5, 6 & 8 of this Agreement, for a period of Six (6) calendar months
following the Termination Date.

15.   Termination by Disability. The Employer may terminate this Agreement by
providing written notice to Employee if during the term of this Agreement,
Employee shall become incapable of fulfilling Employee's obligations hereunder
because of injury or physical or mental illness (collectively known as
"Disability") which shall exist or may be reasonably anticipated to exist for a
period of Disability, as may be confirmed by Two (2) separate medical opinions,
in excess of Six (6) consecutive months or for an aggregate total of Twelve (12)
months in any Two (2) year period and the Termination Date shall be the date of
such notice to Employee. In the event this Agreement is terminated pursuant to
Paragraph 15 of this Agreement, the Employer shall pay Employee's Compensation
for remainder of the contractual period of this Agreement or for a period of Two
(2) years after the Termination Date, whichever is the greater, including any
period of Disability, pursuant to Paragraphs 5, 6 & 8 of this Agreement.

16.   Additional Compensation at Termination. In the event this Agreement is
terminated pursuant to Paragraph 14 or Paragraph 15 of this Agreement, Employee
shall receive any additional compensation to which Employee or Employee's heirs
may be entitled under any plan or program

<PAGE>

maintained by the Employer prior to the Termination Date, or pursuant to any
other Agreement between Employee and the Employer.

17.   Termination by Employee. Employee may terminate this Agreement in the
event there is: a) a material and unilateral change by the Employer which change
causes a substantial reduction of Employee's function, duties, or
responsibilities; or b) a liquidation, dissolution, consolidation, or merger of
the Employer or transfer of all or substantially all of its assets except for a
merger or consolidation where the Employer shall be the surviving corporation
and the surviving corporation continues to be obligated for all of the
Employer's obligations under this Agreement, then Employee shall have the right,
at Employee's sole discretion, to terminate this Agreement by providing written
notice to the Employer within Sixty (60) days of Employee's knowledge of the
occurrence of "a" or "b" in Paragraph 17 of this Agreement In the event this
Agreement is terminated pursuant to Paragraph 17, the Employer shall pay
Employee's compensation accrued through the Termination Date pursuant to
Paragraphs 5 & 6 of this Agreement The Employer shall have no further
obligations to: a) provide Employee's health care benefits, or b) pay Employee
severance.

18.   Vacation. Employee shall be entitled to Thirty (30) days of paid vacation
for each year of employment beginning on the First Day of Employee's employment.
Employee shall not take more than Twenty (20) consecutive days of vacation
without consent of the Board of Directors. In the event that vacation is not
used by the end of a benefit year, Employee may transfer unused days to the next
benefit year or the Employee may seek compensation for such unused days. On
termination of employment or completion of the term of this Agreement, Employee
shall receive payment for any accrued or unused vacation.

19.   Confidential Information. "Confidential Information" shall mean all vital
information, property or other tangible item or intangible item not generally
known to the public and relating to Employer's business which Employee learns,
and has access to including without limitation all such information, property or
items relating to the products, sales, customers, clients or business of
Employer which also includes without limitation all data, programs, software,
technology, inventions (as defined in Paragraph 22.1a), Copyrights (as defined
in Paragraph 22.1b), customer or contact lists, sources of supply, prospects or
projections, manufacturing techniques, formulas, processes, research,
development or experimental work, work in progress, business plans, marketing
plans and techniques, financial information, and all concepts, ideas, trade
secrets, or other matters relating to Employer's business and not generally
known to the public.

20.   Confidential Information is Property of Employer. Employee recognizes and
acknowledges that during the course of employment, Employee will learn and have
access to Confidential Information, that this Confidential Information
constitutes a valuable, special and unique asset of Employer's business, access
to and knowledge of which are essential to the performance of Employee's duties.
Employee acknowledges and agrees that all confidential information is and shall
remain the exclusive property of Employer.

21.   Agreement to Maintain Confidentiality of Confidential Information.
Employee agrees and acknowledges that Employer's business and future success
depends on the preservation of the trade secrets and other confidential
information of Employer and its suppliers, customers and prospective customers
(the "Confidential Information"). The Confidential Information includes, without
limitation, existing and to be developed or acquired computer software,
procedural and technical manuals and practices, product designs, customer lists,
business information, product and marketing plans, personnel information,
know-how and any other ideas, concepts methods, inventions, procedures or
information that are proprietary to Employer, its affiliates or its actual or
prospective suppliers or customers or that Employer is required to keep
confidential whether developed by or provided to Employee. The Confidential
Information shall not include information that now or hereafter becomes
generally known or available to the public, other than through a violation of
this Agreement, or that Employee can document


<PAGE>

as lawfully having been in its possession prior to receiving such information
from Employer. Employee agrees that, except as expressly directed by Employer or
reasonably within the scope of Employee's duties, the Employee will not at any
time, whether during or after Employee's employment with Employer, use or
disclose to any person for any purpose any Confidential Information, or permit
any person to use, examine and/or make copies of any documents, files, data or
other information sources which contain or are derived from Confidential
Information, whether prepared by the Employee or otherwise coming into the
Employee's possession or control, without the prior written permission of
Employer. Employee agrees to abide by all Employer rules and procedures, as may
be established from time to time, designed to protect its Confidential
Information. A violation of this Paragraph shall be a material violation of this
Agreement and will justify legal and/or equitable relief.

22.   Assignment of Intellectual property Right

22.1  Definitions. As used in this Agreement, the following terms shall have the
following meaning:

      a.    Invention "Invention" shall mean any design, computer program (as
defined in 17 USC ss. 101), computer reconfiguration of any kind, technology,
device, process, patent, product, instruction manual, blueprint, technical
specification, electronic artwork, computer hardware, and circuit diagram
discovered, conceived, developed, written or produced, and whether or not,
reduced to practice, or any modifications or improvements to Them, and shall not
be limited to the definition of an invention contained in the United States
Patent Laws. Employee shall promptly disclose to the Employer all inventions and
keep accurate records relating to the conception and reduction to practice of
all Inventions. Such records shall be the sole and exclusive property of the
Employer, and the Employee shall surrender possession if such records to the
Employer upon any suspension or termination of the Employee's employment with
the Employer.

      b.    Copyright. "Copyright" shall mean any claim to copyright protection
in works of authorship that describe any computational method, apparatus,
software, computer program or algorithm process or procedure, whether they are
in machine readable form, in English or any other programming language. The term
shall not be limited to the requirement of any notice as required in the United
States of America, but shall include that subject matter in its published or
unpublished form under the copyright statutes of the United States, the
Universal Copyright Convention, and the Berne Convention, and or any other
convention to which the United States is a signatory.

22.2  Assignment. Employee shall assign and hereby does irrevocably assign and
convey to Employer all right, title and interest (including without limitation
all copyrights, patents and patent rights, trade secrecy and contract rights and
any other proprietary rights) in and to all Inventions, Copyrights and
Confidential Information, whether copyrightable or patentable or not, and in and
to all other works, works-in-progress, software, documentation, designs,
characters, trademarks, logos, improvements, discoveries, ideas, concepts,
processes, inventions or other properties made, created, conceived, or developed
by Employee, either alone or with others, during the term of and within the
scope of Employee's employment by Employer, provided, the above assignment does
not apply to any Invention for which no equipment, supplies, facilities or trade
secret of the Employer was used and which was developed on the Employee's own
time, - a) the invention relates (i) directly to the business of Employer, or
(ii) to the Employer's actual or demonstrably anticipated research or
development, or b) the invention results from any work performed by the Employee
for the Employer, in which cases the above assignment shall apply. This is a
continuing assignment, which becomes automatically effective immediately upon
the creation of each such invention (each an Assigned Invention").

22.3  Identification of Prior Invention. Employer has attached hereto a list
describing all Inventions belonging to him and made by him prior to his
employment with Employer that he wishes to have excluded from this Agreement. If
no such list is attached, Employee represents that there are no


<PAGE>

such Inventions. If in the course of his employment at Employer, Employee
incorporates into an Employer product, process, or machine, or otherwise uses in
an Employer product, an invention owned by hint or in which he has an interest,
Employer is hereby granted and shall have an exclusive royaltyfree, irrevocable,
worldwide license to make, have made, use, and sell that invention without
restriction as to the extent of Employee's ownership or interest.

22.4  Disclose and Assist. Employee shall promptly disclose all Assigned
Inventions in writing to Employer, shall assist Employer in preparing patent or
copyright applications for Assigned inventions, execute said applications and
all other documents required to obtain patents or copyrights for Assigned
Inventions, and execute all documents Employer deems appropriate to vest title
thereto in Employer, at Employer's expense, but for no additional consideration
or compensation to Employee. In the event Employer requires assistance under
this paragraph after Employee's termination of Employment, Employee shall
provide such assistance with mutually agreed upon compensation.

22.5  Execute Agreement. During the terM of employment or after termination" on
request of Employer" Employee shall execute specific assignments in favor of
Employer of any of the Assigned Inventions covered by this Agreement" as well as
execute all papers and perform all lawful acts that Employer considers necessary
or advisable for the preparation" prosecution" issuance" procurement and
maintenance of patent or copyright applications and patents and copyrights of
the United States and foreign countries for these Assigned Inventions" and for
transfer of any interest Employee may have" and Employee shall execute all
documents Employer deems necessary to vest title in Employer in and to the
Assigned Invention. Notwithstanding the above" the absence of Employer request
for a specific assignment hereunder shall not negate" affect" defeat or limit in
any way Employers title to, and exclusive property interest in the Assigned
Invention under Paragraph 222 above which assignment is a continuing and choate
conveyance specifically enforceable and effective for all purposes.

23.   Right to Possession of Information, Documents and Materials. Employee
agrees that upon request by Employer, and in any event upon termination of
employment Employee shall turn over to Employer all documents, notes, papers,
data files, office supplies or other materials or work product in Employee's
possession or under Employee's control which were created pursuant to, are
connected with or derived from Employee's services to Employer, or which are
related in any manner to Employer's business activities or research and
development efforts, or which constitute or relate to Assigned inventions,
whether or not such material are at the date of this Agreement in Employee's
possession. Employee agrees that all such documents, notes, papers, data, files,
office supplies, materials, work product and Assigned Inventions are the sole
property of Employer

24.   Non-Competition. Employee recognizes and acknowledges that, because of the
confidential and sensitive nature of the Confidential Information and because
the use of, or even the appearance of the use of, the Confidential Information
by Employee in certain circumstances will cause irreparable damage to Employer
and its reputation, Employer would not offer employment to Employee unless
Employer were assured that such misuse would not occur. Employee further
recognizes and acknowledges that because the goodwill of Employer's business is
a valuable asset, and because the solicitation of Employees customers or clients
by Employee, after Employee has ceased to be employed by or associated with
Employer, will cause irreparable harm to the goodwill of Employer, Employer
would not offer or continue to offer such employment to Employee unless Employer
were assured that such solicitation would not occur. Employee therefore agrees
and covenants that during Employee's employment by Employer and for a period of
Two (2) years following the termination of such employment for any reason,
Employee will not directly or indirectly engage in any of the following:

24.1  Anywhere in the United States or worldwide, design, develop, manufacture,
produce, sell or market any product, service, concept or business line on which
Employee worked, learned of, or bad access to during Employee's employment which
is competitive with any aspect the


<PAGE>

business of Employer as presently conducted or as said business may evolve
between the date of this Agreement and the date of Employees termination of
employment.

24.2  Have any direct or indirect business dealings or contacts with any
customer or client of Employer or any person or firm which has been contracted
or identified by Employer as a potential customer or client of Employer as of
the date of Employee's termination of employment, except those dealings or
contacts which demonstrably do not conflict or compete with the business
interests, products or service of Employer.

24.3  Employee agrees that this non-compete provision will not adversely affect
the employee's livelihood

25.   Saving Provision. Employer and Employee agree and stipulate that the
agreements contained in the preceding Paragraph, including the scope of the
restricted activities described therein and the duration and the geographic
extent of such restrictions, are fair and reasonably necessary for the
protection of Employer's Confidential Information, goodwill, and other
protectable interests, in light of all of the facts and circumstances of the
relationship between Employee and Employer. In the event a court of competent
jurisdiction should decline to enforce any provision of Paragraph 24, such
Paragraph shall be deemed to be modified to restrict Employee's competition with
Employer to maximum extent, in both time and geography, which the court shall
find enforceable.

26.   Effect of Termination. Upon termination of this Agreement, for whatever
reason, whether by the Employer or Employee, all rights and obligations pursuant
to: a) Paragraphs 5, 6, and 7 of this Agreement to the extent Employee has not
received Compensation incurred prior to the Termination Date; and, b) Paragraphs
19, 20, 21 - 22 and 25 of this Agreement regarding Employee's obligations of
Nondisclosure, Intellectual Property and Remedy; and, c) any remedial provisions
of this Agreement or miscellaneous provisions related to the interpretation or
enforcement of the above paragraphs, shall survive the termination of this
Agreement. All other rights and obligations of this Agreement shall cease as of
the Termination Date.

27.   Survival of Certain Provisions. Notwithstanding any termination of this
Agreement by reason of the discharge of Employee or his voluntary termination of
employment, the following provisions of this Agreement shall survive and
continue: Paragraphs 19, 20, 21, 22, and 25. This Agreement and all rights
hereunder shall inure to the benefit of the Company, its successors and assigns.

28.   Injunctive Relief. The Employee acknowledges that disclosure of any
Confidential Information or breach or threatened breach of any of the
non-competition and non-disclosure covenants or other agreements contained
herein would give rise to irreparable injury to Employer or clients of Employer,
which injury would be inadequately compensable in money damages alone.
Accordingly, Employer or, where appropriate, a client of Employer, may seek to
obtain injunctive relief from the breach or threatened breach of any provision,
requirement or covenant of this Agreement, in addition to and not in limitation
of any other legal remedies which may be available. The Employee further
acknowledges, agrees and stipulates - in the event of the termination of
employment with the Employer, the Employee's experience and capabilities are
such that the Employee can obtain employment in business activities which are of
a different and non-competing nature with his other activities as an employee of
Employer; and that the enforcement of a remedy hereunder by way of injunction
shall not prevent the Employee from earning a reasonable livelihood, The
Employee further acknowledges and agrees that the covenants contained herein are
necessary for the protection of the Company's legitimate business interests and
are reasonable in scope and content.

29.   Enforcement. The provisions of this Agreement shall be enforceable
notwithstanding the existence of any claim or cause of action against Employer
by Employee, whether predicated on this

<PAGE>

agreement or otherwise. The provisions of this Agreement shall survive the
termination for any reason of Employee's employment by Employer.

30.   Disclosure of Existence of Agreement. In order to preserve the Company's
rights under this Agreement, Employer may advise any third party with whom
Employee may consider, establish or contract a relationship of the existence of
this Agreement and of its terms pursuant only to Paragraphs 19, 20, 21, 22 and
25 of this Agreement and Employer shall have no liability for so doing.

31.   Governing Law. The Agreement shall be construed in accordance with the
internal laws of the State of New York, without giving effect to the principles
and provisions thereof relating to conflict or choice of laws. Employee's
obligations under this Agreement supplement and do not supersede the obligations
imposed on Employee by the laws of the State of New York and the United States
of America, including without limitation obligations imposed upon Employee by
the Washington Uniform Trade Secrets Act and common law. The venue of any action
relating to, or arising from the breach or enforcement of any term of this
Agreement, or the determination of the rights of Employer or Employee hereunder,
shall be the Superior Court of New York.

32.   Legal Expense. In any suit, proceeding or action to enforce any term,
condition or covenant of this Agreement or to procure an adjudication or
determination of the rights of Employer or Employee, the prevailing party shall
be entitled to recover from the other party a reasonable attorney fee and all
costs and expenses incurred in connection with such suit, proceeding or action
including appeal, which sums shall be included in any judgment or decree entered
therein.

33.   Waiver of Breach. The waiver of any breach of any provision of this
Agreement or failure to enforce any provision hereof shall not operate or be
construed as a waiver of any subsequent breach by any party.

34.   Severability. If one or more of the provisions of this Agreement or any
application thereof shall be invalid illegal or unenforceable in any respect,
the validity, legal and enforceability of the remaining provisions or any other
application thereof shall in no way be affected or impaired.

35.   Entire Agreement, Employee acknowledges that he has read this Agreement,
understands it, has had the opportunity to consult with an attorney of
Employee's choosing, and agrees to be bound by its terms. This Agreement
constitutes the entire agreement of the Parties hereto respecting the subject
matter contained herein and supersedes all prior or contemporaneous written or
oral agreements. This Agreement may not be modified or amended except by a
writing signed by all parties hereto.

36.   Binding Effect. This Agreement and each of its provisions shall be binding
      on and endure to the benefit of the Parties and their heirs, personal
      representatives, successors and assigns.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as
of the date first above written.

EMPLOYEE                                         CONSUMERS FINANCIAL CORPORATION
/s/ Jack I. Ehrenhaus                            /s/
----------------------                           -------------------------------
Jack I. Ehrenhaus                                Director
President / CEO


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                               CONSUMERS FINANCIAL
                                     [LOGO]
                                   Corporation


                                   SCHEDULE A


      1 - Item 5- COMPENSATION- Employer agrees to give, and the Employee agrees
to receive stock in lieu of cash in the case where the employer has a cash flow
shortfall or the parties agree to compensate in stock as a preference. In the
instance where the company must compensate the employee in stock in lieu of
cash, the employee shall receive a twenty percent discount to the stock price on
the payment date.

      2-Item 2-TERM- Term of Employment to be Ten (10) years.

      3-Item 13-TERMINATION BY EMPLOYER WITHOUT CAUSE- This section to be
deleted in its entirety.

      4-Item 24-NON-COMPETITION- Add the following at the end of the section:

            Employer recognizes that there is no conflict of interest by
employee with respect to CFC Partners, LTD.


THIS SCHEDULE WILL CHANGES THE ITEMS WITHIN THE DOCUMENT AS NOTED ABOVE AND ARE
PART OF THIS AGREEMENT AND IS BINDING UPON THE EMPLOYER AND THE EMPLOYEE.


/s/ Donald J. Hommel                             /s/
----------------------                          -------------------------------




                            ------------------------
                      132 Spruce St. Cedarhurst, NY 11516
                      516.792.0900 PHONE 516.792.0800 FAX
                              www.conssumersfc.com