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                                                                  Exhibit 10.46

                                 March 12, 2004


Bradley Barks
280 E. Smoketree Terrace
Alpharetta, GA 30005


RE:      Additional Compensation

Dear Brad:

The purpose of this letter is to inform you that, because of your unique skills
and abilities, your critical and vital role in the Company's future, and to
alleviate financial concerns that you may have because of any proposed Change of
Control(1) of the Company, Global Preferred Holdings, Inc. (the "Company") is
augmenting your compensation package with the Company to provide additional
compensation to you under certain circumstances and in consideration for your
continued employment with the Company.

This letter is not meant to otherwise change the terms and conditions of your
current employment with the Company. Your employment with the Company will
continue to be governed by the terms and provisions of your employment agreement
with the Company, except that, in consideration for your continued performance
of services, the terms and conditions of your continued employment will now
include the additional incentive compensation set forth below.

In return for your continued employment with the Company under the terms and
provisions described above, the Company will provide you with the following
incentive compensation:

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(1)      For purposes of this letter, "Change of Control" shall mean either of
         the following:

         (a)      any transaction or series of transactions pursuant to which
         the Company sells, transfers, leases, exchanges or disposes of
         substantially all (i.e., at least eighty-five percent (85%)) of its
         assets for cash or property, or for a combination of cash and property,
         or for other consideration; or

         (b)      any transaction pursuant to which persons who are not current
         stockholders of the Company acquire by merger, consolidation,
         reorganization, division or other business combination or transaction,
         or by a purchase of an interest in the Company, an interest in the
         Company so that after such transaction, the stockholders of the Company
         immediately prior to such transaction no longer have a controlling
         (i.e., 50% or more) voting interest in the Company.

However, notwithstanding the foregoing, in no event shall a registered public
offering of securities of the Company consummated after the date of this letter
constitute a Change of Control or be included in determining whether a Change of
Control has occurred.


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SEVERANCE PAY COMPENSATION

In addition to any other compensation to which you may be or become entitled
under the terms and conditions of your employment with the Company, in the event
that your employment with the Company is terminated by the Company without Cause
(2) following a Change of Control of the Company, the Company will pay you a
separation payment equal to twelve (12) months of your then current base salary
as governed by the terms and provisions of your employment agreement with the
Company, plus an additional amount equal to $1,250 per month for twelve (12)
months to supplement the cost associated with certain Company provided welfare
benefits that may otherwise be discontinued by the Company, to be paid over a
period of twelve (12) months in accordance with the Company's normal payroll
practices as may be in effect from time to time or, as may be otherwise agreed
to by you and the Company, remaining payments due may be paid in a lump sum.

OUTPLACEMENT SERVICES

In addition to any other compensation to which you may be entitled under the
terms and conditions of your employment with the Company, in the event that your
employment with the Company is terminated by the Company without Cause following
a Change of Control of the Company, the Company will provide you outplacement
services from an outplacement company approved by the Company for a period of up
to three (3) months following your termination of employment, with the aggregate
amount paid not to exceed $5,500. All payments will be made directly to the
outplacement company, which you have selected.

All requests for payment of outplacement services must be accompanied by a
written invoice indicating what services were rendered, must be reasonable, and
must be submitted within thirty (30) days of your incurrence of the outplacement
expense or, at the Company's discretion, payment may be made in advance to the
outplacement company upon submission of an invoice for services to be rendered.
In return for the payment by the Company of any outplacement costs you incur,
you acknowledge and agree, by submitting the costs for payment by the Company,
that the Company is not responsible for the quality of services provided by the
outplacement company, which you selected.

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(2)      For purposes of this letter, "Cause" shall mean an act or acts by you
         involving (a) the use for profit or disclosure to unauthorized persons
         of confidential information or trade secrets of the Company or any of
         its affiliates, (b) the breach of any contract with the Company or any
         of its affiliates, (c) the violation of any fiduciary obligation to the
         Company or any of its affiliates, (d) the unlawful trading in the
         securities of the Company or any of its affiliates, or of another
         corporation based on information gained as a result of the performance
         of services for the Company or any of its affiliates, (e) a felony
         conviction or the failure to contest prosecution of a felony, or (f)
         willful misconduct, dishonesty, embezzlement, fraud, deceit or civil
         rights violations, or other unlawful acts.


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ANNUAL BONUS

In addition to any other compensation to which you may be entitled under the
terms and conditions of your employment with the Company, it is the Company's
practice to pay you an annual bonus (for the current year) if your performance
and the Company's performance meets certain criteria established from year to
year by the Company's Board of Directors (the "Bonus"). In the event that your
employment with the Company is terminated by the Company without Cause following
a Change of Control of the Company, the Compensation Committee of the Board of
Directors may, in its sole discretion, prorate the Bonus as of your termination
date based on your satisfaction of such criteria as determined by the Board of
Directors in its discretion.

TRANSACTION BONUS

In addition to any other compensation to which you may be entitled under the
terms and conditions of your employment with the Company, you will be eligible
for consideration to receive a transaction bonus determined in the manner
outlined as follows:

          -       In the event that there is a Change of Control of the Company,
                  the Company shall establish an aggregate bonus amount equal to
                  the amount by which the compensation paid by the Company to
                  Raymond James & Associates, its primary investment banker, for
                  the Change of Control transaction exceeds 0.80% of the total
                  "Consideration" paid in the transaction. The determination of
                  "Consideration" shall be made in the same manner as the
                  compensation for Raymond James is calculated.

          -       The aggregate bonus amount will then be divided, at the
                  discretion of the Company, among selected key employees who
                  are employed with the Company at the time of the Change of
                  Control, providing those key employees a lump sum cash bonus
                  payment within thirty (30) days following the occurrence of
                  such Change of Control. Each key employee of the Company who
                  is selected to participate in the transaction bonus shall be
                  awarded a portion of the total aggregate bonus amount based
                  upon his or her individual efforts.

          -       The actual amount awarded to you will be a function of your
                  individual performance weightings (as determined by your
                  supervisor(s) and/or the Board of Directors (or a Committee of
                  the Board)) and your base salary, not to exceed $75,000, as
                  compared with the individual performance weightings and base
                  salary, not to exceed $75,000, of all other participating key
                  employees.


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DISCRETIONARY ACCELERATION OF VESTING OF STOCK OPTIONS PRIOR TO A CHANGE OF
CONTROL

In addition to any other compensation to which you may be entitled under the
terms and conditions of your employment with the Company, in the event that your
employment with the Company is terminated by the Company without Cause prior to
or in conjunction with a Change of Control of the Company, the Compensation
Committee of the Board of Directors may, in its sole discretion, cause the
vesting of all or a portion of the options, otherwise unvested, to purchase
common stock of the Company which have been granted to you as of your date of
termination to be accelerated so that, following such termination, such options
will be fully vested and exercisable by you thereafter. The Committee's decision
regarding such vesting and acceleration will be made based upon your efforts
prior to your termination, the circumstances surrounding your termination and
such other factors as the Committee shall deem relevant. The terms and
provisions of your option agreement(s) and the Plan will continue to govern all
of your options, including, but not limited to, any terms and provisions
relating to the lapse of such options, except as set forth above.

CHANGE OF CONTROL COMPENSATION PAYMENT LIMITATIONS

However, notwithstanding the forgoing, if the aggregate amounts payable to you
pursuant to this letter of additional compensation, together with any other
payments made to you or on your behalf by the Company as a result of such Change
of Control, would cause you to receive aggregate "parachute payments" (as
defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code")) exceeding three (3) times your "base amount" (as defined
in Section 280G(b)(3) of the Code), then the aggregate amounts payable to you
pursuant to this letter of additional compensation shall be reduced until your
aggregate "parachute payments" do not exceed three (3) times your "base amount."

CONFIDENTIALITY

The items and terms discussed in this letter of additional compensation should
be considered "Confidential Material" per the Confidentiality Agreement (as
identified in the Company's Employee Handbook) and should not be discussed with
other Company employees at any time.

                                   * * * * * *

The Company greatly appreciates your continued diligent efforts on its behalf,
and hopes that the above described additional compensation will provide you with
greater financial security and appropriate incentives should the Company
encounter a possible Change of Control situation.


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Should you have any questions regarding the above, please do not hesitate to
contact me.

Sincerely,



/s/ Edward F. McKernan

Ed McKernan
President