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                                                                    EXHIBIT 10.2

                              SECOND RENEWAL OF THE
                              EMPLOYMENT AGREEMENT
                              OF CARYL P. SHEPHERD

      THIS SECOND RENEWAL of that certain Employment Agreement, made effective
as of February 1, 2002, as previously renewed ("Original Agreement"), by and
between Global Preferred Holdings, Inc., a Delaware corporation (the "Company"),
and Caryl P. Shepherd ("You" or "Your", and together with the Company,
collectively referred to as the "Parties") is made effective as of the 1st day
of January, 2004 between the Parties.

                              W I T N E S S E T H:

      WHEREAS, the Parties each desire to renew the Original Agreement, as set
forth herein;

      NOW THEREFORE, in consideration of the mutual premises contained herein,
and for other good and valuable consideration, the receipt and adequacy of which
are acknowledged by the Parties hereto, the Parties, intending to be legally
bound, hereby agree as follows:

      1.    Defined Terms. All defined terms in the Original Agreement shall
have the same meaning herein unless the context requires otherwise or unless
redefined herein.

      2.    Renewal and Term of Employment. This Second Renewal shall serve as a
written renewal of the Original Agreement as required by Section 3 of that
Original Agreement in order to extend the term of Your employment. You shall
continue to serve as Chief Accounting Officer, Controller and a Vice President
of the Company and have those duties set forth in Section 1 of the Original
Agreement until December 31, 2004 (such additional term to be referred to as a
"Renewal Term" which shall be included in the definition of "Employment Period"
for the purposes of the Original Agreement), subject to the terms and conditions
regarding termination or expiration as described in the Original Agreement.

      3.    Choice of Law. This Second Renewal will be governed by the internal
law, and not the laws of conflicts, of the State of Georgia.

      4.    Remaining Provisions. All other terms and conditions of the Original
Agreement not modified by this Second Renewal shall remain as originally set
forth in the Original Agreement.

      5.    Counterparts. This Second Renewal may be executed in multiple
counterparts with the same effect as if all signing parties had signed the same
document. All counterparts shall be construed together and constitute the same
instrument.

                       SIGNATURES BEGIN ON THE NEXT PAGE.

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      IN WITNESS WHEREOF, the parties hereto have executed this Second Renewal
as of the date first set forth herein above.

                                                 GLOBAL PREFERRED HOLDINGS, INC.

                                                 By:     /s/ Edward F. McKernan
                                                     ---------------------------
                                                     Edward F. McKernan
                                                     Chief Executive Officer

                                                     /s/ Caryl P. Shepherd
                                                 -------------------------------
                                                 CARYL P. SHEPHERD