AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into as of January 1, 2002, by and
between VALESC INC., a Delaware corporation ("Company"), and SAMUEL COHEN, an
individual residing in the State of New York ("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 (the "Business");

         WHEREAS, Company has begun to employ Employee and Employee has entered
into the employ of Company on the terms and conditions contained in this
Agreement; and

         WHEREAS, Company and Employee previously entered into an Employment
Agreement dated as of April 2, 2001, which they now desire to amend and restate
as provided herein.

         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 its President and
Treasurer and shall have all of the rights and duties of a president and
treasurer of a Delaware corporation, and such other authority and
responsibilities as the Board of Directors of Company may determine or direct
from time to time.

                  (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
January 1, 2001 and ending on December 31, 2004 (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
notice of termination at least three (3) months before the expiration of the
then current term. (The Initial Term and all Renewal Terms (if any) shall be
collectively referred to herein as the "term".) For purposes of this Agreement,
the first "year" of the term of this Agreement will begin on January 1, 2001 and
end on December 31, 2001 (the "First Year"), and each subsequent "year" will
begin on January 1 and end on December 31.




<PAGE>






         4.       COMPENSATION AND BENEFITS.

                  (a)   BASE SALARY.

                           (i) For all of the services rendered by Employee to
Company, during each year of the Initial Term of his employment, Employee shall
receive: (i) during the First Year of the Initial Term, an annual base salary
equal to the greater of (a) $50,000 or (b) 2.5% of the total revenue of the
Company and its subsidiaries for such year, up to a maximum of $150,000; (ii)
during the Second Year of the Initial Term, an annual base salary equal to the
greater of (a) $55,000 or (b) 2.5% of the total revenue of the Company and its
subsidiaries for such year, up to a maximum of $165,000; and (iii) during the
Third Year of the Initial Term, an annual base salary equal to the greater of
(a) $60,500 or (b) 2.5% of the total revenue of the Company and its subsidiaries
for such year, up to a maximum of $181,500. Each increase in annual base salary
during the Initial Term shall represent a 10% increase over the annual base
salary for the preceding year. Employee's salary shall be payable in bi-monthly
installments adjusted quarterly, as applicable, to reflect quarterly revenue
figures and otherwise in accordance with Company's regular payroll practices and
shall be subject to retention for all required deductions and withholdings
therefrom. The Board of Directors of Company may, by action of its Board of
Directors (with Employee abstaining from the vote on any such action), consider
one or more increases in the salary payable to Employee under this Agreement
with respect to any Renewal Term.

                           (ii) In the event that Company is not in a position,
due to its then- current financial situation, to make any salary payment(s) to
Employee, the unpaid salary shall accrue without interest. All accrued and
unpaid salary shall be immediately due and payable upon the occurrence of any
"change of control" of Company, as defined in Section 10(c)(ii) hereof.

                  (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.




                                       2
<PAGE>







         6. STOCK OPTIONS. Employee will be granted the option to purchase a
total of 300,000 shares of the Common Stock of the Company (the "Shares").
Employee's options to purchase the Shares shall vest in equal installments of
100,000 Shares at the end of each year during the Initial Term of his
employment, so that, at the end of the three-year Initial Term, all of the
options to purchase the Shares shall have vested. The options shall be
exercisable for a period of three years following the date of vesting. The
exercise price for the Shares subject to the options shall be as follows: (i)
$.25 per Share for the 100,000 Shares that vest after the First Year; (ii) $.50
per Share for the 100,000 Shares that vest after the Second Year; and (iii) $.75
per Share for the 100,000 shares that vest after the Third Year. In the event
that Employee is terminated "without cause" by Company (as defined in Section
10(b) hereof) or that Employee terminates his employment "for good reason" (as
defined in Section 10(c) hereof), immediately upon such termination, any options
then outstanding that have neither vested nor been terminated as of such date,
shall vest and become subject to purchase by Employee.

         7.       CONFIDENTIAL INFORMATION.

                  (a) Employee acknowledges that Company has developed certain
proprietary and confidential information, whether written or oral, tangible or
intangible, whether machine readable or otherwise, which Company holds
confidential and which have not yet been disclosed to and are not generally
known by the public (collectively, the "Confidential Information").

                  (b) Employee acknowledges that, while he is employed by
Company, he shall have access to such Confidential Information and agrees that
all Confidential Information which he shall obtain, acquire or have access to,
both during and after any expiration, termination or non-renewal of his
employment, and for all purposes, shall be regarded and maintained by him in the
strictest confidence, and shall not be disclosed, communicated or divulged,
directly or indirectly, to any unauthorized person without the prior written
consent of Company, except as may otherwise be required by law.

                  (c) Employee agrees that all written material and documents
constituting Confidential Information are and shall remain the sole property of
Company. Upon any expiration, termination or non-renewal of his employment with
Company for any reason whatsoever, Employee shall immediately return all such
materials and all copies thereof in his possession or under his control to
Company.

                  (d) Notwithstanding the foregoing, the parties acknowledge
that the term "Confidential Information" shall not apply to any information
which: (i) is or becomes a part of the public domain through no wrongful act of
Employee; or (ii) is rightfully obtained by Employee from a third party without
restriction and without breach of this Agreement or any similar agreement; or
(iii) is independently developed by Employee without access to Company's
information; or (iv) is known to Employee on or prior to the date of disclosure
to Employee; or (v) is required to be used or disclosed by applicable law, as
evidenced by a written opinion of counsel reasonably acceptable to Company. In
any such event, Employee shall not have any obligation with respect to any such
information.



                                       3
<PAGE>


         8.       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 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
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
Section 8(a), 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.

         9.       CERTAIN RESTRICTIONS ON BUSINESS ACTIVITIES.

                  (a)      Employee agrees that:

                           (i) BUSINESS ACTIVITIES. During the term of this
Agreement, Employee will not, directly or indirectly, own an interest in,
operate, join, control or participate in, or be connected as an officer,
employee, agent, independent contractor, partner, shareholder or principal of
any corporation, partnership, proprietorship, firm, association, person or other
entity providing services and/or products or a combination thereof which
directly or indirectly compete with the Company's Business, and Employee will
not undertake planning for or organization of any business activity competitive
with the Company's Business or combine or conspire with other employees or
representatives of the Company's Business for the purpose of organizing any such
competitive business activity.

                           (ii) SOLICITATION OF CUSTOMERS, SUPPLIERS, ETC.
Employee will not, either during the period of employment, or during the period
of six (6) months after termination of employment, directly or indirectly,
either for itself or for any other person, firm, or corporation, compete for,
solicit, divert, or take away, or attempt to divert or take away, any of the
customers, suppliers, or advertisers of the Company whom Employee called upon,
had contact with, or whom Employee solicited or serviced or with whom Employee
became acquainted while engaged as an employee in the Company's business.

                           (iii) SOLICITATION OF EMPLOYEES, ETC. Employee will
not at any time, directly or indirectly, either for itself or for any other
person, firm, or corporation, induce or influence (or seek to induce or
influence) any person who is engaged (as an employee, agent, independent
contractor or otherwise) by the Company to terminate his or her employment or
engagement.



                                       4
<PAGE>


                  (b)      COVENANT NOT TO COMPETE.

                           (i) OBLIGATIONS OF EMPLOYEE. Employee acknowledges
that, as a key employee, Employee will be involved, on a high level, in the
development, implementation and management of the business strategies and plans
of the Company. By virtue of Employee's unique and sensitive position and
special background, employment of Employee by a competitor of the Company
represents a serious competitive danger to the Company and the Business, and the
use of Employee's talent and knowledge and information about the Company or the
Business can and would constitute a valuable competitive advantage over the
Company and the Business. In view of the foregoing, Employee covenants and
agrees as follows. For a period of six (6) months after the date of termination
of this Agreement, under any circumstances, or the end of the term of this
Agreement, Employee will not engage or be engaged, in any capacity, directly or
indirectly, including but not limited to as an employee, agent, consultant,
Employee, executive, owner or stockholder (except as a passive investor holding
less than a 1% equity interest in any enterprise the securities of which are
publicly traded) in any business entity doing business within 25 miles of the
Company which is engaged in competition with any business conducted by the
Company on the date of termination. This Covenant Not to Compete shall survive
the termination or expiration of the other provisions of this Agreement.

                           (ii) CONTINUING OBLIGATIONS. Employee agrees that,
for six (6) months following termination of employment with the Company, or the
end of the term of this Agreement, Employee shall keep the Company informed of
the identification of Employee's employer and the nature of such employment or
of Employee's self-employment. The Company agrees that, within fifteen (15) days
after receiving notice pursuant to this section of the identification of the
prospective employer, the nature of the employment or self-employment or any
change therein, the Company will advise Employee as to whether such employment
constitutes a violation of this Agreement. Employee further agrees that, for a
period of six (6) months following termination of employment with the Company,
or the end of the term of this Agreement, Employee shall notify each of his
subsequent employers of the existence of this Agreement, and the restrictive
covenants contained herein, by delivery of a copy of this Agreement to each such
employer.

                           (iii) INJUNCTIVE RELIEF. Employee acknowledges that
the violation of the covenants contained in this Section would be detrimental
and cause irreparable injury to the Company and its affiliates which could not
be compensated by money damages. Employee agrees that an injunction from the
Supreme Court of the State of New York, or other court of competent
jurisdiction, is the appropriate remedy for these provisions, and consents to
the entry of an appropriate judgment enjoining Employee from violating these
provisions in the event there is a find of their breach.

                           (iv) SEVERABILITY. Employee agrees, in the event that
any provision of this Section or any word, phrase, clause, sentence or other
portion thereof shall be held to be unenforceable or invalid for any reason,
such provision or portion thereof shall be modified or deleted in such a manner
so as to make this Section, as modified, legal and enforceable to the fullest
extent permitted under applicable laws. The validity and enforceability of the
remaining provisions or portions thereof shall not be affected thereby and shall
remain valid and enforceable to the fullest extent permitted under applicable
laws. A waiver of any breach of the provisions of this Section shall not be
construed as a waiver of any subsequent breach of the same or any other
provision.



                                       5
<PAGE>


         10. 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 in this Section 10(a)), 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; (ii) the
reimbursement of any expenses incurred prior to the date of termination; and
(iii) a severance payment equal to one month's salary. For purposes of this
Section 10(a), termination by Company "for cause" shall mean and include
Employee's: (i) material breach, as determined by the Company, of any
proprietary information or confidentiality agreement entered into with Company,
including without limitation, the theft or other misappropriation of Company's
Confidential Information; (ii) indictment or conviction (including any plea of
nolo contendre) of any felony or any crime involving fraud or dishonesty
(whether or not related to his employment); (iii) participation in any fraud
against Company; or (iv) material breach, as determined by the Company, of his
duties to Company, which breach Employee shall have failed to correct within
thirty (30) days of receipt of written notification of the same by Company.

                  (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 in this Section 10(b)), 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; (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 (x) Employee's monthly compensation at the time of termination,
multiplied by (y) the number of months remaining in the Initial Term or any
Renewal Term, as applicable. For purposes of this Section 10(b), an event or
occurrence constituting termination "without cause" shall be any termination by
Company that is not termination "for cause" as described in Section 10(a)
hereof, including without limitation the failure of Company to renew Employee's
employment at the end of the Initial Term.



                                       6
<PAGE>


                  (c)      TERMINATION "FOR GOOD REASON" BY EMPLOYEE.

                           (i) During the term of this Agreement, Employee may
terminate his employment with Company "for good reason" (as defined in this
Section 10(c)(i)), 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; (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 (x) Employee's
monthly compensation at the time of termination, multiplied by (y) the number of
months remaining in the Initial Term or any Renewal Term, as applicable. For
purposes of this Section 10(c), termination "for good reason" by Employee shall
mean and include: (i) a significant negative change in the nature or scope of
Employee's position, authorities, duties or status from those described herein;
(ii) a forced relocation of Employee, (iii) a reduction in total compensation
from that provided herein; or (iv) a "change of control" of Company, as defined
in Section 10(c)(ii); or (v) a material breach of this Agreement by Company,
which breach Company shall have failed to correct within thirty (30) days of
receipt of written notification of the same by Employee.

                           (ii) As used in this Section 10(c), "change of
control" of Company shall occur either: (A) upon the sale of a controlling
interest in the capital stock of Company in a single transaction or in a group
of related transactions to one or more buyers acting in concert; (B) upon the
sale of all or substantially all of Company's assets; or (C) upon any corporate
merger or consolidation resulting in one or more parties, who did not previously
hold a controlling interest in the capital stock of Company, owning a
controlling interest in the capital stock of Company or its successor entity.

                  (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 in Section 10(c) above), then Employee must give
Company at least one (1) 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; (ii) the reimbursement of any
expenses incurred by Employee prior to the date of termination; and (iii) a
severance payment equal to one month's salary. For purposes of this Section
10(d), an event or occurrence constituting voluntary termination shall be any
termination by Employee that is not termination "for good reason" as described
in Section 10(c) hereof.

                  (e) TERMINATION ON DISABILITY. If, during the term of this
Agreement, Employee has become "disabled" (as defined in this Section 10(e)),
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; (ii)





                                       7
<PAGE>





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 (x) Employee's monthly compensation at the time of termination,
multiplied by (y) the number of months remaining in the Initial Term or any
Renewal Term, as applicable. For purposes of this Section 10(e), Employee shall
be deemed to be "disabled" if, in the opinion of a medical doctor selected by
Company, he has been unable to perform, due to physical or mental disability,
substantially all of his duties of employment for a period of sixty (60) days
within any twelve (12) consecutive calendar months. 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.

                  (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 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; (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 (x) Employee's monthly
compensation at the time of termination, multiplied by (y) 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 10 to Employee shall be due and payable within sixty (60) days
after the date of termination.

         11. SURVIVAL. Except as specifically provided herein, the provisions of
Sections 7, 8, 9, 10, 11, 12 and 13 hereof shall survive any expiration,
termination or non-renewal of this Agreement.

         12. 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. Employee agrees that this Agreement shall supersede and replace in
their entirety the Employment Agreements dated April 1 and April 2, 2001 between
Employee and Company and that such previous agreements shall be of no further
force or effect.



                                       8
<PAGE>


         13.      MISCELLANEOUS.

                  (i) 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:

                Mr. Samuel Cohen                          Valesc Inc.
                 c/o Valesc Inc.                  2300 Coit Road, Suite 300B
           2300 Coit Road, Suite 300B                   Plano, TX 75075
                 Plano, TX 75075



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.

                  (j) 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.

                  (k) 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.

                  (l) 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 New York.

                  (m) 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.

                  (n) 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.

                  (o) 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.



                                       9
<PAGE>


                  (p) 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.

                  (q) 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. Except as otherwise provided in Section
9(b)(iii), any dispute arising under or in connection with this Agreement or the
transactions contemplated herein shall be subject to arbitration before the
American Arbitration Association at the facility nearest the Company's principal
place of business.








                                       10
<PAGE>





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.

                                   VALESC INC.



                                   By: ___________________________
                                          Name:
                                          Title:


                                   -------------------------------
                                   SAMUEL COHEN













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<PAGE>