EXHIBIT 10.2

                       EMPLOYMENT AGREEMENT AND COVENANTS

FOR GOOD AND VALUABLE CONSIDERATION, AS DESCRIBED BELOW, the receipt and
sufficiency of which is hereby acknowledged, the undersigned, Thomas L. Jacobs
(the "Employee"), hereby agrees to the following terms and conditions:

EMPLOYMENT TERMS

         BY INTELLIGENT MOTOR CARS, INC. ("IMC"):

              STOCK/STOCK OPTIONS
              -------------------
              o   IMC will grant Employee stock/stock options as follows: 10,000
                  restricted common shares of Intelligent Motor Cars Group, Inc.
                  will be issued to Employee as a sign-on bonus within 30 days
                  of execution of this agreement; Employee will be granted
                  50,000 restricted common shares to vest over a five-year
                  period with 10,000 shares given to employee each year on the
                  anniversary date of this executed agreement; said shares will
                  carry a one-year restriction and must be registered under Rule
                  144;

              SALARY
              ------
              o   Employee will be given base salary of $50,000/year, to be
                  disbursed weekly under the Company's payroll system at a rate
                  of $961.50/week; After six months, Employee will be eligible
                  for a raise equal to ten (10%) percent of the Employee's gross
                  salary ($5,000/year or $96.15/week); After one-year of
                  employment, Employee will be eligible for an additional raise
                  equal to ten (10%) percent of the Employee's gross salary
                  ($5,500/year or $105.76/week); Thereafter, Employee will be
                  eligible for annual raises equal to five (5%) percent;

              ADDITIONAL BENEFITS
              -------------------
              o   HEALTH INSURANCE. IMC will pay 50% of Employee's personal
                  heath insurance upon execution of IMC's group health plan. In
                  accordance with said plan, Employee will have to opportunity
                  to add dependants to his health plan for the required monthly
                  fees;

         BY EMPLOYEE:

              RESPONSIBILITIES
              ----------------
              o   As Controller, Employee's responsibilities will include, but
                  not be limited to:

              oo  Manage the development of short and long term financial
                  objectives, plans and budgets for the company. Oversee the
                  implementation of financial plans. Dedicate time and energy
                  into the development of the corporate financial statement and
                  budgets;

              oo  Develop, recommend and implement accounting policies and
                  procedures to ensure accurate and timely recording, reporting
                  and analysis of both internal and external financial
                  transactions, as well as control and protection of company
                  assets;

              oo  Monitor and implement cash management and auditing techniques
                  with emphasis on improving reporting of data, workflow and
                  protecting the security of company assets;

              oo  Review and analyze operating results in relation to costs,
                  budgets and operating policies; consolidate capital assets,
                  maintenance and operating budgets. Interpret operating results
                  and their impact on the company. Make recommendations to
                  senior management for cost reduction and profit improvement;

              oo  Continually advise and interface with upper management in the
                  development and implementation of business plans and
                  contribute to the strategic direction of the company;

              oo  Direct and review the analysis and interpretation of
                  statistical and accounting information for use in management
                  decision-making;

              oo  Oversee accounts payable, receivable, billing and other
                  records to ensure proper monetary disbursement and receipt;

              oo  Responsible for managing a staff of direct and indirect
                  reports. Direct and control general accounting functions to
                  optimize the utilization of professional staff. Assist in the
                  hiring, supervising, mentoring and training of staff involved
                  in various accounting/finance functions to improve quality of
                  standards, as well as the efficiency of procedures and
                  systems. Act as liaison to auditors, outside accountants, and
                  other professional services personnel as needed;

              oo  Oversee and direct the application process for various state
                  licenses, providing detailed follow through to ensure that all
                  applications are up to date and complete;

              oo  Ensure the maintenance of company fiscal and accounting
                  records, as well as capital equipment inventories through the
                  administration of an accurate and up to date information
                  system;

              oo  Oversee Human Resources including, but not limited to payroll,
                  insurance, maintenance of employee manuals, policies,
                  procedures, act as liaison for all employees/contractors;

              oo  Act as consultant/advisor to Executive Management/Board of
                  Directors as requested;

              oo  Any other duties and responsibilities as may reasonably be
                  required by the Company in connection with Employee's
                  position.


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Employment Agreement
Tom Jacobs
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              TERM/TERMINATION
              ----------------
              o   TERM. Employee agrees to a two (2) year employment term with
                  annual renewals during which time, Employee agrees to the
                  terms of non-competition and non-disclosure as describe in
                  detail below;
              o   TERMINATION. Employee agrees that employment is "at will" and
                  may be terminated at any time for any cause.

NON-COMPETITION / NON-DISCLOSURE

         1.       PROPERTY OF THE EMPLOYER. Upon termination of his employment
                  with IMC, the Employee shall surrender to IMC any and all
                  materials, including, but not limited to, vehicles, titles,
                  manuals, reports, documents, vendor/customer lists, all
                  software utilized by IMC and the like (including all copies
                  thereof) that he has in possession relating to the business of
                  IMC or its affiliates/partners. The Employee shall not be
                  entitles to retain any copies of any such items. The Employee
                  acknowledges that all such materials are the property of IMC
                  solely and that the Employee has no right, title or other
                  interest in or to such materials. This Section is effective
                  regardless of the reason for the termination of the Employee
                  and regardless of whether the Employment is terminated by the
                  Employee or IMC.

         2.       AGREEMENT NOT TO USE OR DISCLOSE TRADE SECRETS. During the
                  term of his Employment and a period of ten (10) years
                  thereafter, the Employee promises and agrees that he will not
                  disclose or utilize any trade secrets acquired during the
                  course of service with IMC and/or its related business
                  entities. As used herein, "trade secret" refers to the whole
                  or any portion or phase of any formula, pattern, device,
                  combination or devices, or compilation of information which is
                  for use, or is used, in the operation of the Employer's
                  business and which provides IMC an advantage, or an
                  opportunity to obtain an advantage, over those who do not know
                  or use it and which derives independent economic value, actual
                  or potential, from not being generally known to, and not being
                  readily ascertainable by proper means by, other persons who
                  can obtain economic value from its disclosure or use, and
                  which is the subject of efforts that are reasonable under the
                  circumstances to maintain its secrecy. "Trade secret" includes
                  scientific, technical, or commercial information, including
                  any design, list of suppliers, list of customers, as well as
                  pricing information or methodology, contractual arrangements
                  with vendors or suppliers, business development plans or
                  activities, or IMC financial information. This Section is
                  effective regardless of the reason for the termination of the
                  Employee and regardless of whether the Employment is
                  terminated by the Employee of IMC. This restrictive covenant
                  may be assigned to and enforced by any of IMC's assignees or
                  successors.

         3.       AGREEMENT NOT TO USE OR DISCLOSE CONFIDENTIAL OR PROPRIETARY
                  INFORMATION. During the term of his employment and a period of
                  ten (10) years thereafter, the Employee promises and agrees
                  that (a) he shall not disclose or utilize any confidential or
                  proprietary information acquired during the course of service
                  with IMC and/or its related business entities, and (b) he
                  shall not divulge, communicate, use to the detriment of IMC or
                  for the benefit of any other person or persons, or misuse in
                  any way, any confidential or proprietary information
                  pertaining to the business of IMC. Any confidential or
                  proprietary information or data now or hereafter acquired by
                  the Employee with respect to the business of IMC (which shall
                  include, but not be limited to, information concerning IMC
                  financial condition, prospects, technology, customers,
                  suppliers, methods of doing business and promotion of IMC's
                  products and services) shall be deemed a valuable, special and
                  unique asset of IMC's that is received by the Employee in
                  confidence. For purposes of this Agreement "confidential and
                  proprietary information" means information disclosed to the
                  Employee as a consequence of or through his employment by IMC
                  (including information conceived, originated, discovered or
                  developed by the Employee) after the date hereof and not
                  generally known or in the public domain and not readily
                  ascertainable by proper means, about IMC or its business. This
                  Section is effective regardless of the reason for the
                  termination of the Employee and regardless of whether the
                  Employment is terminated by the Employee of IMC. This
                  restrictive covenant may be assigned to and enforced by any of
                  IMC's assignees or successors.

         4.       AGREEMENT NOT TO HIRE THE EMPLOYER'S EMPLOYEES. If the
                  Employee leaves the employ of IMC, the Employee promises and
                  agrees that during the one (1) year following his departure
                  from IMC, he will not, without the express written permission
                  of IMC, directly or indirectly employ as a consultant or
                  employee any person who is employed as a consultant or
                  employee of IMC at the time of the Employee's termination, or
                  any person who was an employee or consultant of IMC during the
                  six months preceding the Employee's termination. This Section
                  is effective regardless of the reason for the termination of
                  the Employee and regardless of whether the Employment is
                  terminated by the Employee of IMC. This restrictive covenant
                  may be assigned to and enforced by any of IMC's assignees or
                  successors.

         5.       INJUNCTIVE RELIEF. In recognition of the unique services to be
                  performed by Employee and the possibility that any violation
                  by the Employee of the foregoing Sections may cause
                  irreparable or indeterminate damage or injury to IMC, the
                  Employee expressly stipulates and agrees that IMC shall be
                  entitled to obtain an injunction from any court of competent
                  jurisdiction restraining any violation or threatened violation
                  of the foregoing sections, without any requirement of posting
                  any bond for the obtaining of this injunctive relief. Such
                  right to an injunction shall be in addition to, and not in
                  limitation of, any other rights or remedies IMC may have for
                  damages.

         6.       NOTICES. All notices, request, demands and other
                  communications required or permitted to be given hereunder
                  shall be in writing and shall be deemed to have been duly
                  given when personally delivered, sent by registered or
                  certified mail, return receipt requested, postage prepaid, or
                  by private overnight mail service (e.g. Federal Express) to
                  the party at the address set forth in the Employee's personal
                  file or to such other address as either party may hereafter


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Employment Agreement
Tom Jacobs
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                  give notice of in accordance with the provisions hereof.
                  Notices shall be deemed given on the sooner of the date
                  actually received or the third business day after sending.

         7.       GOVERNING LAW AND FORUM SELECTION. This Agreement shall be
                  governed by and construed in accordance with the laws of the
                  State of Florida without giving effect to such State's
                  conflicts of laws provisions. Employee hereto irrevocably
                  consents to the jurisdiction and venue of the federal and
                  state courts located in the State of Florida, county of
                  Broward, for any and all conflicts that may arise from or
                  relate to this Agreement. Employee agrees to waive any defense
                  or argument against such jurisdiction or choice of law,
                  including lack of personal jurisdiction and/or forum non
                  conveniens.

         8.       SEPARABILITY. If any of the restrictions contained in this
                  Agreement shall be deemed to be unenforceable by reason of the
                  extent, duration or geographical scope thereof, or otherwise,
                  then the court making such determination shall have the right
                  to reduce such extent, duration, geographical scope, or other
                  provisions hereof, and in its reduced form this Agreement
                  shall then be enforceable in the manner contemplated hereby.
                  This Agreement and each provision hereof, shall be deemed
                  severable and if any portion shall be held to be invalid for
                  any reason, the remainder shall not be deemed invalid but
                  shall remain in full force and effect.

         9.       REMEDIES NOT EXCLUSIVE. The rights and remedies provided in
                  this Agreement are cumulative and not exclusive and are in
                  addition to any other rights and remedies IMC may have at law
                  or otherwise.

         10.      ASSIGNMENT. No part of this Agreement may be assigned to
                  anyone but Employee. Any unauthorized assignment of any
                  section of this Agreement may cause this entire agreement to
                  become null and void, at IMC's discretion.

         11.      REPRESENTATION BY INDEPENDENT LEGAL COUNSEL. Employee hereby
                  acknowledges and confirms that he has had an opportunity to
                  retain independent legal counsel to independently advise him
                  of the legal consequences of the Agreement. Employee further
                  acknowledges and confirms that he has received strong
                  recommendation that he should retain separate and independent
                  counsel to advise him of the legal consequences of the
                  Agreement.

         12.      COSTS AND ATTORNEY'S FEES. The prevailing party in any
                  litigation that arises from or relates to this Agreement shall
                  be entitled to recover from the other party all reasonable
                  costs and expenses of such litigation, including reasonable
                  attorney's fees and costs of appeal.

     This Agreement shall be binding upon the parties. IMC shall have the right
to assign this Agreement to its parent company, Intelligent Motor Cars Group,
Inc. This Agreement shall be enforced under the laws of the State of Florida.
This is the entire agreement between the EMPLOYEE and IMC.

     Signed and agreed to this 2 day of December, 2003.

By:                                    By:

     /s/ Thomas Jacobs                       /s/ Michael Magolnick
     ------------------------------          -----------------------------------
     Thomas L. Jacobs, Employee              Michael Magolnick, COO
                                             Intelligent Motor Cars, Inc.