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                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into as of June 18, 2003 by and
between Dimension Distributing, Inc., a Connecticut corporation (the "Company"),
and Tim Kain, an individual residing in the State of Maine ("Employee").

                               W I T N E S S E T H:

         WHEREAS, Company is in the business of marketing and selling health
care supplies, materials, devices and equipment;

         WHEREAS, pursuant to a Share Purchase Agreement (the "Share Purchase
Agreement") entered into by Company's owner and Valesc Holdings Inc. ("Valesc"),
Valesc will acquire 100% of the Company's capital stock (the "Acquisition");

         WHEREAS, it is a condition to the closing of the Acquisition that the
Company and Employee enter into this Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:

         1. Employment.  Company hereby employs Employee and Employee hereby
accepts employment with Company for the period and upon the terms and conditions
contained in this Agreement.

         2. Office and Duties.

            (a) Employee shall serve Company as the President and shall
            have all of the rights and duties of a president of a
            Connecticut corporation. Employee shall oversee and be
            responsible for the operations of Company including, but not
            limited to, decisions related to hiring, termination, finance,
            marketing, strategy, and for ensuring the profitability and
            success of Company. Company shall also appoint Employee to
            serve on Company's Board of Directors during the term of this
            Agreement.

             (b) Throughout the term of this Agreement, Employee shall
            devote his working time, energy, skill and best efforts to the
            performance of his duties hereunder in a manner which will
            faithfully and diligently further the business and interests
            of Company.

         3. Term. This Agreement shall be for an initial term commencing on the
date hereof and ending on June 18, 2008 (the "Initial Term"), and shall be
automatically extended for successive periods of one year each (each, a "Renewal
Term") upon the same terms and conditions set forth in this Agreement unless
this Agreement is terminated by either party by giving the other party written
notice of termination at least three months before the expiration of


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the then current term. (The Initial Term and all Renewal Terms (if any) shall be
collectively referred to herein as the "term".)

         4.  Compensation.

             (a) Salary. For all of the services rendered by Employee to
             Company under this Agreement, during each year of the Initial
             Term of his employment, Employee shall receive a base salary
             of the greater of (i) $20,000 or (ii) such other amount as is
             necessary to satisfy applicable payroll deductions and benefit
             contributions. Employee's salary shall be payable in
             bi-monthly installments or otherwise in accordance with
             Company's regular payroll practices. Employee shall also
             receive as compensation at the close of each calendar quarter
             an amount equal to Company's net profits for that quarter,
             which amounts shall be paid no later than ten (10) business
             days after the calculation of the quarter's net sales as
             reasonably determined by the Company and after any
             distributions have been made pursuant to Section 11 of the
             Share Purchase Agreement.

             (b) Bonus. Employee shall be eligible to participate in
             bonuses awarded to senior management to the extent that such
             bonuses are awarded or authorized by the Board of Directors of
             Company from time to time during the term of this Agreement.

         5.  Benefits; Expenses.

             (a) Throughout the term of this Agreement and as long as they
             are kept in force by Company, Employee shall be entitled to
             participate in and receive the benefits of any profit sharing
             or retirement plans and any health, life, accident or
             disability insurance plans or programs made available to other
             similarly situated employees of Company, subject to all of the
             terms and conditions of such plans and programs.

             (b) Company will reimburse Employee for all reasonable
             expenses incurred by Employee in connection with the
             performance of Employee's duties hereunder upon receipt of
             receipts therefor and in accordance with Company's regular
             reimbursement procedures and practices in effect from time to
             time.

         6.  Ownership.

             (a) Any and all writings, inventions, improvements, processes,
             procedures and/or techniques which Employee may make,
             conceive, discover or develop, either solely or jointly with
             any other person or persons, at any time during the term of
             this Agreement, which relate to or are useful in connection
             with the Company's business, shall be the sole and exclusive
             property of Company. Employee shall make full disclosure to
             Company of all such writings, inventions, improvements,
             processes, procedures and techniques, and shall do everything
             necessary or desirable to vest absolute title thereto in
             Company. Employee shall


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             not be entitled to any additional or special compensation or
             reimbursement regarding any and all such writings, inventions,
             improvements, processes, procedures and techniques.

             (b) Employee acknowledges and agrees that all copyrightable
             material generated or developed in connection with the
             services he provides to Company, if any, will be considered
             works made for hire and that such material will, upon its
             creation, be owned exclusively by Company. To the extent that
             Employee may be entitled to claim any ownership interest in
             any of the writings, inventions, improvements, processes,
             procedures and/or techniques described in paragraph (a) above,
             whether copyrightable, patentable or otherwise, Employee
             hereby assigns and transfers to Company all of his right,
             title and interest in and to such materials, under patent,
             copyright, trade secret, trademark other applicable laws, in
             perpetuity or for the longest period otherwise permitted by
             law.

         7.  Termination of Employment; Severance.  Notwithstanding any other
provision of this Agreement:

             (a) Termination "for cause" by Company. During the term of
             this Agreement, Company may, by action of its Board of
             Directors (with Employee abstaining from the vote on any such
             action), terminate Employee's employment with Company "for
             cause" (as defined below) by sending written notice to
             Employee specifying with reasonable particularity the basis
             for such termination. Upon any such termination, Employee's
             right to any further compensation hereunder shall cease and
             terminate, except that Employee shall be entitled to receive,
             on the terms and at the times specified in this Agreement: (i)
             any salary earned through the date of termination of
             employment and an amount equal to Company's net profits earned
             through the three months immediately following the date of
             termination of employment; (ii) the reimbursement of any
             expenses incurred prior to the date of termination; and (iii)
             a severance payment equal to $25,000. For purposes of this
             paragraph (a), termination by Company "for cause" shall mean
             and include Employee's: (a) material breach, as reasonably
             determined by the Company's Board of Directors (with Employee
             abstaining from the vote on any such action), of any
             proprietary information or confidentiality agreement entered
             into with Company or Valesc, including without limitation, the
             theft or other misappropriation of Company's or Valesc's
             Confidential Information; (b) conviction (including any plea
             of nolo contendere) of any felony or any crime involving fraud
             or dishonesty (whether or not related to his employment); (c)
             participation in any fraud against Company or Valesc; or (d)
             material breach, as determined by the Company's Board of
             Directors (with Employee abstaining from the vote on any such
             action), of his duties to Company, which breach Employee shall
             have failed to correct within 30 days of receipt of written
             notification of the same by Company or Valesc.


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<PAGE>


             (b) Termination "without cause" by Company. During the term of
             this Agreement, Company may, by action of its Board of
             Directors (with Employee abstaining from the vote on any such
             action), terminate Employee's employment with Company "without
             cause" (as defined below) by sending written notice to
             Employee specifying with reasonable particularity the basis
             for such termination. Upon any such termination, Employee's
             right to any further compensation hereunder shall cease and
             terminate, except that Employee shall be entitled to receive,
             on the terms and at the times specified in this Agreement: (i)
             any salary earned through the date of termination of
             employment and an amount equal to Company's net profits earned
             through the three months immediately following the date of
             termination of employment; (ii) the reimbursement of any
             expenses incurred by Employee prior to the date of
             termination; and (iii) a severance package, in which Employee
             shall receive an amount equal to Company's average monthly net
             profits for the 12 months immediately preceding the date of
             termination (which shall be no less than $15,000 and no more
             than $35,000), multiplied by the number of months remaining in
             the Initial Term or any Renewal Term, as applicable. For
             purposes of this paragraph (b), an event or occurrence
             constituting termination "without cause" shall be any
             termination by Company that is not termination "for cause" as
             described in paragraph (a) above, including without limitation
             the failure of Company to renew Employee's employment at the
             end of the Initial Term.

             (c) Termination "for good reason" by Employee. During the term
             of this Agreement, Employee may terminate his employment with
             Company "for good reason" (as defined below) by sending
             written notice to Company specifying with reasonable
             particularity the basis for such termination. Upon any such
             termination, Employee's right to any further compensation
             hereunder shall cease and terminate, except that Employee
             shall be entitled to receive, on the terms and at the times
             specified in this Agreement: (i) any salary earned through the
             date of termination of employment and an amount equal to
             Company's net profits earned through the three months
             immediately following the date of termination of employment;
             (ii) the reimbursement of any expenses incurred by Employee
             prior to the date of termination; and (iii) a severance
             package, in which Employee shall receive an amount equal to
             Company's average monthly net profits for the 12 months
             immediately preceding the date of termination (which shall be
             no less than $15,000 and no more than $35,000), multiplied by
             the number of months remaining in the Initial Term or any
             Renewal Term, as applicable. For purposes of this paragraph
             (c), termination "for good reason" by Employee shall mean and
             include: (a) a forced relocation of Employee; or (b) a
             material breach of this Agreement by Company, which breach
             Company shall have failed to correct within 30 days of receipt
             of written notification of the same by Employee.

             (d) Voluntary Termination by Employee. If Employee desires to
             voluntarily terminate his employment with Company for any
             reason other than "for good reason" (as defined above), then
             Employee must give Company at least one


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             month's prior written notice of his intention to do so. Upon any
             such termination, Employee's right to any further compensation
             hereunder shall cease and terminate, except that Employee shall be
             entitled to receive, on the terms and at the times specified in
             this Agreement: (i) any salary earned through the date of
             termination of employment and an amount equal to Company's net
             profits earned through the three months immediately following the
             date of termination; (ii) the reimbursement of any expenses
             incurred by Employee prior to the date of termination; and (iii) a
             severance payment equal to $25,000. For purposes of this paragraph
             (d), an event or occurrence constituting voluntary termination
             shall be any termination by Employee that is not termination "for
             good reason" as described in paragraph (c) above.

             (e) Termination on Disability. If, during the term of this
             Agreement, Employee has become "disabled" (as defined below),
             then Company may, by action of its Board of Directors (with
             Employee abstaining from the vote on any such action),
             terminate Employee's employment with Company, upon written
             notice to Employee. Upon any such termination, Employee's
             right to any further compensation hereunder shall cease and
             terminate, except that Employee shall be entitled to receive,
             on the terms and at the times specified in this Agreement: (i)
             any salary earned through the date of termination of
             employment and an amount equal to Company's net profits earned
             through the three months immediately following the date of
             termination; (ii) the reimbursement of any expenses incurred
             by Employee prior to the date of termination; and (iii) a
             severance package, in which Employee shall receive an amount
             equal to Company's average monthly net profits for the 12
             months immediately preceding the date of termination (which
             shall be no less than $15,000 and no more than $35,000),
             multiplied by the number of months remaining in the Initial
             Term or any Renewal Term, as applicable. For purposes of this
             paragraph (e), Employee shall be deemed to be "disabled" if,
             in the opinion of a medical doctor selected by Company's Board
             of Directors, he has been unable to perform, due to physical
             or mental disability, substantially all of his duties of
             employment for a period of six months within any 12
             consecutive calendar months; provided, however, that a
             resumption by Employee of full-time and normal duties
             associated with his employment for a continuous period of 30
             days shall be deemed to be resumption of full-time and normal
             duties hereunder, and any subsequent disability shall not
             include a period of previous disability. In the event of a
             dispute as to whether or not Employee shall be considered to
             be disabled, such facts shall be determined by a medical
             doctor selected jointly by each of the medical doctors engaged
             by Employee and Company's Board of Directors.

             (f) Termination on Death. In the event of Employee's death
             during the term of this Agreement, then this Agreement shall
             automatically terminate upon the date of death. Upon any such
             termination, Employee's right to any further compensation
             hereunder shall cease and terminate, except that Employee's
             estate (or a beneficiary otherwise designated in writing by
             Employee) shall be entitled to


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<PAGE>

             receive, on the terms and at the times specified in this Agreement:
             (i) any salary earned through the last day of the month of
             Employee's death and an amount equal to Company's net profits
             earned through the three months immediately following the date of
             Employee's death; (ii) the reimbursement of any expenses incurred
             by Employee prior to the date of death; and (iii) a severance
             package, in which Employee's estate (or designated beneficiary)
             shall receive an amount equal to Company's average monthly net
             profits for the 12 months immediately preceding the date of
             termination (which shall be no less than $15,000 and no more than
             $35,000), multiplied by the number of months remaining in the
             Initial Term or any Renewal Term, as applicable. .

             (g) Resignation on Termination. Upon the termination of this
             Agreement, whether by reason of its expiration or non-renewal,
             Employee shall promptly submit to Company a written
             resignation from all positions held in Company, if any,
             including without limitation any position as an officer or
             director of Company.

             (h) Timing of Payments. Any payments required to be made under
             this Section to Employee shall be due and payable within 60
             days after the date of termination.

         8.  Survival.  Except as specifically provided herein, the provisions
of Sections 6, 8 and 10 hereof shall survive any expiration, termination or
non-renewal of this Agreement.

         9. Prior Agreements. Employee represents to Company: (a) that there are
no restrictions, agreements or understandings whatsoever to which Employee is a
party which would prevent or make unlawful his execution of this Agreement or
his employment hereunder; and (b) that his execution of this Agreement and his
employment hereunder shall not constitute a breach of any contract, agreement or
understanding, oral or written, to which he is a party or by which he is bound.

         10. Miscellaneous.

             (a) Notices. All notices, requests, demands and other
             communications required or permitted to be made hereunder
             shall be in writing and shall be given by personal delivery,
             by registered or certified mail, return receipt requested,
             first class postage prepaid, or by nationally recognized
             overnight delivery service, in each case addressed to the
             party entitled to receive the same at the address specified
             below:

             (i)  If to Employee, then to:        (ii)  If to Company, then to:

                                                   c/o Valesc Inc.
             4 Mastwood Lane                       19200 Addison Road, Suite 190
             Kennebunk, ME                         Addison, TX 75001
             Attn: Mr. Tim Kain                    Attn: Jeremy Kraus

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<PAGE>


Any party may alter the address to which communications are to be sent by giving
notice of such change of address in conformity with the provisions of this
Section providing for the giving of notice. Notice shall be deemed to be
effective, if personally delivered, when delivered; if mailed, at midnight on
the third business day after being sent by registered or certified mail; and if
sent by nationally recognized overnight delivery service, on the next business
day following delivery to such delivery service.

                  (b) Amendment and Modification.  This Agreement may be
                  amended, modified and supplemented only by written agreement
                  duly executed and delivered by each of the parties hereto.

                  (c) Waivers. No waiver of any of the provisions of this
                  Agreement shall be valid or effective unless in writing and
                  signed by the parties against whom such waiver is sought to be
                  enforced, and no waiver of any breach or condition of this
                  Agreement shall be deemed to be a continuing waiver or a
                  waiver of any other breach or condition.

                  (d) Governing Law.  This Agreement and the legal relations
                  among the parties hereto shall be governed by and construed in
                  accordance with the laws of the State of Maine.

                  (e) Counterparts. This Agreement may be executed
                  simultaneously in one or more counterparts, each of which
                  shall be deemed to be an original, but all of which together
                  shall constitute one and the same instrument.

                   (f) Headings. The headings of the sections of this Agreement
                  are for reference purposes only and shall not constitute a
                  part hereof or affect in any way the meaning or interpretation
                  of this Agreement.

                  (g) Entire Agreement. This Agreement sets forth the entire
                  agreement and understanding between and among the parties with
                  respect to the subject matter hereof, and supersedes all prior
                  agreements, understandings, inducements and conditions,
                  whether express or implied, oral or written, except as herein
                  contained. The express terms hereof shall control and
                  supersede any course of performance and/or usage of trade
                  inconsistent with any of the terms hereof.

                   (h) Successors and Assigns. Neither party shall have the
                  right or power to assign or transfer any of its rights or
                  delegate any of its duties hereunder without the express prior
                  written consent of all other parties hereto, except that
                  Company may assign this Agreement to any successor-in-interest
                  to all or substantially all of its business. Subject to the
                  foregoing restriction, this Agreement shall be binding upon
                  and inure to the benefit of the parties hereto and their
                  respective heirs, successors and permitted assigns.


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<PAGE>


                  (i) Severability. The provisions of this Agreement are
                  independent of and separable from each other, and no provision
                  shall be affected or rendered invalid or unenforceable by
                  virtue of the fact that for any reason any other or others of
                  them may be found to be invalid or unenforceable in whole or
                  in part under applicable law.

                  (j) Arbitration. Any dispute arising under or in connection
                  with this Agreement or the transactions contemplated herein
                  shall be subject to arbitration in the State of Maine,
                  pursuant to the governing rules of the American Arbitration
                  Association for employment disputes. The Company shall bear
                  the costs of the tribunal and arbitrator, and each side shall
                  bear its own attorney's fees. Such tribunal, however, shall
                  have the right to award reasonable legal fees and
                  disbursements incurred to the winning party. Any arbitration
                  award rendered between the parties hereto shall be binding,
                  unless modified or vacated by a court of competent
                  jurisdiction.

                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized agents on the day and year first above
written.

                                            Dimension Distributing, Inc.



                                            By: ___________________________
                                                   Name:  Tim Kain
                                                   Title:  President



                                                -------------------------------
                                                 Tim Kain




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