EXHIBIT 4.5

                        EMPLOYMENT AND SERVICE AGREEMENT

EMPLOYMENT  AND  SERVICE   AGREEMENT   between   EuroTrust  A/S,  a  corporation
established  under  the  laws  of  the  Kingdom  of  Denmark,  with  offices  at
Poppelgardvej  11-13 2860 Soborg,  Denmark,  (the  "Company") and Bo Kristensen,
residing at Strandvejen 14 DK-6000, Kolding, Denmark (the "Executive").

        WHEREAS,  the  Executive  has been employed by the Company since 1 June,
2006 and has been the Chief Executive Officer of the Company since that date;

        WHEREAS,  the  Executive  and the  Company  desire  to enter  into a new
Employment and Service Agreement effective as of 1 July, 2006

        NOW,  THEREFORE,  for good and valuable  consideration,  it is agreed as
follows:

        1.      TERM.  Subject to the terms and conditions  hereof,  the term of
employment  of the  Executive  under  this  Agreement  shall  be for the  period
commencing on 1 July 2006 and  terminating  as provided in Section 5 hereof (the
"Employment Term").

        2.      DUTIES AND  RESPONSIBILITIES.  During the  Employment  Term, the
Executive shall serve as Chief Executive Officer of the Company. He shall report
to, and be subject to, the direction of the Board of Directors and shall perform
such duties and responsibilities commensurate with his title and position as may
be assigned to him from time to time by the Board of  Directors.  The  Executive
shall work on a full time basis and shall devote his time,  energy and attention
to the business of the Company.
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        3.      COMPENSATION.  In payment for the services to be rendered by the
Executive hereunder:

        (a)     the  Executive  shall be paid at the annual  salary at a rate of
DKK  2,280,000  (the "Annual  Salary"),  which shall be payable in equal monthly
payments  in arrears  on the last day of each  month;  the Annual  Salary may be
increased from time to time at the sole  discretion of the Board of Directors of
the Company;

        4.      EXPENSES AND BENEFITS.

        (a)     The Company shall,  consistent  with its policy of reporting and
reimbursement  of  business  expenses  including  driving  allowance,  reimburse
Executive for such ordinary and necessary  business related expenses as shall be
incurred by Executive in the course of the  performance of his duties under this
Agreement.

        (b)     Executive shall be entitled to holidays (vacation) annually,  in
accordance  with the provisions of the Holidays Act in force in Denmark,  as the
same may be amended from time to time.

        (c)     The  Executive  shall  decide  the  time  of the  taking  of his
holidays  in  consultation  with the Board of  directors  which  shall take into
account the requirements of the Company.

        (d)     The Executive shall be paid any holiday  allowance  according to
the company policy for Aktiv Gruppen Holding A/S in effect from time to time

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        (g)     The Company shall make an annual  pension  contribution  for the
Executive  which shall be in accordance with the company policy of Aktiv Gruppen
Holding A/S in effect from time to time.

        5.      TERMINATION.   The  Executive's   employment  hereunder  may  be
terminated under the following circumstances:

        (a)     This  Agreement  shall not have a fixed  termination  date;  the
Company may terminate this  Agreement at its sole  discretion as of the last day
of June  in any  year by  providing  to the  Executive  written  notice  of such
termination at least 30 months in advance of such  termination date (I.E. if the
Company wishes to terminate  this  Agreement as of 30 June,  2009 it must notify
the Executive of such termination prior to 1 January, 2007).

        (b)     The Executive may terminate this Agreement upon six months prior
written notice to the Company.

        (c)     This Agreement shall  automatically  terminate upon the death of
Executive in which event the Company  shall pay to the widow and/or  children of
the  Executive an amount equal to one-half of the  Executive's  Annual Salary at
the time of his death.

        (d)     The Company may terminate  this Agreement at any time during the
Employment Term for "cause". For purposes of this subsection 5 (d) "cause" shall
mean (i)  breach by  Executive  of any of the  covenants  set forth in Section 6
hereof,  (ii)  negligence  or  malfeasance  on the part of the  Executive in the
performance of his duties  hereunder  that causes  material harm to the Company,
and (iii) the conviction of the Executive, by a court of competent jurisdiction,
of a felony or other crime involving

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moral  turpitude.  Termination  pursuant  to  this  subsection  5 (d)  shall  be
effective  immediately upon giving the Executive  written notice thereof stating
the reason or reasons therefor.

        6.      EXECUTIVE COVENANTS.

        (a)     The Executive agrees not to use or disclose, either while in the
Company's  employ  or at any time  thereafter,  except  with the  prior  written
consent of the Board of Directors,  any trade secrets,  proprietary information,
or other  information  that  the  Company  considers  confidential  relating  to
processes,  suppliers,  customers,   compositions,   improvements,   inventions,
operations, processing, marketing, distributing, selling, cost and pricing data,
or master files utilized by the Company,  not presently  generally  known to the
public,  and which is, obtained or acquired by the Executive while in the employ
of the Company, whether before or after the date of this Agreement.

        (b)     During the term of this Agreement, Executive shall not, directly
or indirectly,  solicit,  induce,  encourage or attempt to influence any client,
customer,  employee,  consultant,  independent  contractor,  or  supplier of the
Company to cease to do business or terminate  his  employment  with the Company,
and shall not engage in (as a  principal,  partner,  director,  officer,  agent,
employee,  consultant or otherwise) or be financially interested in any business
which at the time is a direct  competitor of the Company.  Nothing  contained in
this Section 6 (b) shall prevent the Executive  from holding for  investment not
more than ten percent (10%) of any class of equity securities of a company whose
securities are publicly  traded or from engaging in any activities  that are not
in direct  competition with the business  activities of the Company.  In case of
any breach by the Executive of this Section 6 (b) the Executive  agrees that the
Company may

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obtain a restrictive injunction without security, and Executive agrees to pay to
the Company all damages  caused by such breach,  which damages shall include all
expenses  incurred by the Company in obtaining any such injunction and/or damage
award, including all reasonable legal fees.

        7.      SUCCESSORS; BINDING AGREEMENT. This agreement shall inure to the
benefit  of  and  be   enforceable   by  the   Executive's   personal  or  legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.  If the Executive should die while any amount would still
be payable  hereunder if the Executive had continued to live,  all such amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this Agreement to Executive's devisee, legatee or other designee or, if there be
no such designee, to the Executive's estate.

        8.      AMENDMENT;  WAIVER.  No  provisions  of  this  Agreement  may be
modified, supplemented, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the Executive and the Company.

        9.      APPLICABLE LAW. The validity,  interpretation,  construction and
performance  of this  Agreement  shall be governed by the laws of the Kingdom of
Denmark. Any dispute between the parties with respect to this Agreement shall be
settled  by  arbitration  in  accordance  with the  Danish  law on the  Rules of
Conciliation  and  Arbitration and any award shall be final and binding upon the
parties.

        10.     NOTICES. Any notice,  request,  instruction or other document to
be given hereunder by any party to the other party shall be in writing and shall
be deemed to have been duly given  when  delivered  personally  or five (5) days
after dispatch by registered  mail,  postage  prepaid,  to the party to whom the
same is so given or made;  to the  address

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for such  party as is set forth on the first page of this  Agreement  or to such
other address as the one party shall specify to the other party in writing.

        11.     ENTIRE AGREEMENT;  OLD AGREEMENT.  This Agreement sets forth the
entire  agreement  of the  parties  hereto  in  respect  of the  subject  matter
contained herein.  The parties agree that the Old Agreement is hereby terminated
and canceled as of 1 June, 2006.

        IN WITNESS WHEREOF,  the parties have executed this Agreement on 1 July,
2006.

                                            BY: ________________________________

                                            ____________________________________


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