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                                                                    EXHIBIT 10.2


                                 RENEWAL OF THE
                              EMPLOYMENT AGREEMENT
                              OF CARYL P. SHEPHERD

         THIS RENEWAL of that certain Employment Agreement ("Original
Agreement"), made effective as of February 1, 2002, 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 February, 2003
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 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, 2003 (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. Waiver and Acknowledgement. As additional consideration for this
Renewal, you hereby agree and acknowledge that the provisions of Section 2(C) of
the Original Agreement are deleted and deemed void ab initio. You release any
and all rights you had, now have or shall in the future have pursuant to the
terms of such Section 2(C) and agree that the Company is under no obligation
with respect to the matters described herein.

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

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

         6.       Counterparts. This 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 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