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                                                                  Exhibit 10.6.2

                         SECOND AMENDMENT TO EMPLOYMENT
                          AND NON-COMPETITION AGREEMENT

         THIS SECOND AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT (the
"Second Amendment") is made the 5th day of July, 2002, by and between THE SOURCE
INFORMATION MANAGEMENT COMPANY, a Missouri corporation (the "Corporation") and
JAMES R. GILLIS (the "Employee"), an individual currently residing at 12
Chieftans Road, Greenwich, Connecticut 06831.

                                   WITNESSETH:

         WHEREAS, the Employee and Corporation entered into an Employment and
Non-Competition Agreement dated December 14, 1998 (the "Agreement"), and on
August 3, 2000 the Employee and the Corporation entered into an amendment of the
Agreement (the "Amendment");

         WHEREAS, the parties wish to make further amendments and changes to the
Agreement and the Amendment; and

         WHEREAS, the Agreement permits this Second Amendment.

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and other valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound hereby, it is mutually agreed
and covenanted by and among the parties to this Second Amendment as follows:

         1.       All the terms and conditions of the Agreement and Amendment
                  not specifically amended by the terms of this Second Amendment
                  shall remain in full force and effect between the parties. All
                  defined terms in the Agreement and the Amendment shall have
                  the same meaning in this Second Amendment, unless otherwise
                  stated.

         2.       Section 3.1 of the Agreement and Section 2 of the Amendment
                  shall be deleted in their entirely and replaced as follows:

                           The Term. The term of Employee's employment under
                  this Agreement shall commence on July 1, 2002 and continue
                  until midnight on January 30, 2006, unless terminated as
                  provided in this Agreement.

         3.       The first sentence of Section 5.1 shall be modified to have
                  the Guaranteed Bonus also payable to Employee for each of the
                  Corporation's fiscal years ending January 31, 2004, 2005 and
                  2006.

         4.       The first sentence of Section 5.2 shall be modified to have
                  the Discretionary Bonus available to Employee for each of the
                  Corporation's fiscal years ending January 31, 2004, 2005 and
                  2006.

         5.       Sections 2.1 and 2.2 shall be modified to provide that
                  Employee shall also serve as the Chief Operating Officer of
                  the Corporation, reporting to the Chairman of the Board.


         6.       Section 2.5 shall be deleted and replaced with the following:

                           Employee acknowledges that he currently carries out
                  his duties and responsibilities principally in and from the
                  New York City metropolitan area.


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                  Employee further acknowledges that the Corporation is moving
                  its corporate headquarters to the Naples, Florida area during
                  2002. Employee agrees to relocate his principal home to the
                  Naples, Florida area at or around the time that the
                  Corporation moves its corporate headquarters to the Naples,
                  Florida area. The Corporation agrees to reimburse Employee all
                  costs and expenses that it may reimburse Employee for
                  Employees moving and relocation expenses as that may be
                  provided in the International Revenue Code currently
                  applicable. The Corporation further agrees that, upon the
                  request of Employee, Corporation shall advance funds to
                  Employee to cover expected expenditures that would qualify as
                  reimbursable moving and relocation expenses.

         7.       Section 4.1 shall be modified to reflect that Employee's
                  current Base Salary is $385,000, effective August 1, 2001.
                  Section 4.1 shall be further modified to provide that
                  Employee's Base Salary shall be reviewed and adjusted
                  annually, by August 1 of each year of this Agreement, with the
                  adjustment to be effective August 1 of each year, the first
                  such review and adjustment to occur and be made effective by
                  August 1, 2002.

         8.       This Second Amendment, together with the Amendment and
                  Agreement, constitutes and represents the entire agreement
                  between the parties hereto and supercedes any prior
                  understandings or agreements, written of verbal, between the
                  parties hereto respecting the subject matter herein. This
                  Second Amendment may be amended, supplemented, modified or
                  discharged only upon an agreement in writing executed by all
                  the parties hereto.


                  IN WITNESS WHEREOF, the parties have executed this Second
         Amendment on the day and year above first written.

                                  THE SOURCE INFORMATION
                                  MANAGEMENT COMPANY

                                  By /s/Aron Katzman
                                     ---------------
                                  Name: Aron Katzman
                                        ------------
                                  Title: Director
                                         --------


                                  /s/ James R. Gillis
                                  -------------------
                                  James R. Gillis




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