EXHIBIT 10.4


                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT (the  "Agreement")  is made effective this 16th day of June,
2003, by and between Lifetime Healthcare Services,  Inc., a Delaware corporation
(together  with its  successor and assigns,  the  "Company"),  and Dr.  Jonathan
Landow, M.D. (the "Executive").

                                    RECITALS

     WHEREAS,  on the date hereof,  the Company has  purchased  the stock of New
York  Medical,  Inc.,  a Delaware  corporation  ("New York  Medical"),  owned by
Redwood  Investment  Associates,  L.P., a Delaware  limited  partnership  and an
affiliate of the Executive ("Redwood"),  pursuant to that certain Stock Purchase
Agreement, dated as of March 21, 2003, as amended pursuant to an amendment dated
of even date herewith (the "Purchase Agreement"),  by and among the Company, New
York Medical, Inc., and Redwood; and


     WHEREAS, the Company, the Executive, American United Global, Inc. ("AUGI"),
certain  stockholders of the Company,  the Rubin Family  Irrevocable Stock Trust
(the "Trust") and Robert M. Rubin ("Rubin") have entered into an agreement dated
of even date herewith (the "Closing Agreement"); and


     WHEREAS,  in  consideration  of the aforesaid  sale of stock of the Company
owned by Redwood pursuant to the Purchase Agreement, Redwood received $5,500,000
in the form of a convertible promissory note; and

     WHEREAS, the Executive was the President and Chief Executive Officer of New
York Medical; and

     WHEREAS,  AUGI and the Company  have  entered  into an Amended and Restated
Agreement  and Plan of Merger  whereby AUGI pursuant to which shall acquire 100%
of the capital stock of the Company contemporaneously with the execution of this
Agreement; and

     WHEREAS, AUGI has agreed to guaranty the performance of all the obligations
of the Company under this Agreement; and

     WHEREAS,  the Company  and AUGI desire to continue to employ the  Executive
and to utilize his services as indicated  herein and the Executive has agreed to
provide  such  management  services to the Company and the other  members of the
AUGI Group (as hereinafter defined); and

     WHEREAS,  as a  material  inducement  for the  Company  to  enter  into the
Purchase  Agreement,  the Executive has agreed to execute this  Agreement and be
bound by the provisions herein; and

     WHEREAS,  capitalized terms used but not defined in this Agreement are used
herein as defined in the Purchase Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
the parties agree as follows:








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<PAGE>



                                   PROVISIONS

     1. Term and Duties.  The Company  hereby  agrees to employ the Executive as
the Chief Executive  Officer of the Company and its subsidiary NYMI,  commencing
on the date hereof and  continuing for a period of three (3) years from the date
hereof or until earlier  terminated in accordance with this Section 1 or Section
4 (the  "Term").  Subject to the  provisions  of this  Agreement and the Closing
Agreement,  during the Term,  the  Executive  shall  devote his best efforts and
abilities to the  performance  of the  Executive's  duties on behalf of the AUGI
Group and to the promotion of its interests, consistent with and subject to, the
direction and control of the Board of Directors of AUGI (the "AUGI Board").  The
Executive shall devote  substantially all of his business and professional time,
energies, attention and abilities to the operation of the AUGI Group.

     2. Compensation.

          (a) Salary.  In  consideration  of the  services to be rendered by the
     Executive  during the Term of this  Agreement,  the  Company  shall pay the
     Executive  an annual  salary  at a rate of  $314,000  per year  ("Salary"),
     payable in accordance  with the normal payroll  practices of the Company as
     are in effect from time to time;  provided,  that as of December  16, 2003,
     the Salary shall be increased to $348,000 per year for the remainder of the
     Term; and provided  further,  that the Salary shall be increased by $25,000
     per year,  retroactive to the first day of any fiscal year  commencing with
     the fiscal year  beginning on January 1, 2004,  if the Company's net income
     (before any  extraordinary  gains or losses) as reflected in the  Company's
     audited consolidated  statement of net income for the immediately preceding
     fiscal year is greater than or equal to $1.00.

          (b) Stock Options. The Company shall,  pursuant to a stock option plan
     and agreement containing standard and customary terms and conditions, grant
     to  Executive  promptly,  and in any event not later  than 5 days after the
     date of  this  Agreement,  options  (the  "Granted  Options")  to  purchase
     1,500,000  shares of Common Stock,  par value $0.01 per share, of AUGI (the
     "Common  Stock").  The  Granted  Options  shall  vest forty  percent  (40%)
     immediately,  and an additional  twenty percent (20%) shall vest on each of
     the next three (3)  anniversaries  of the Closing  Date  provided  that the
     Executive is still employed by the Company, AUGI, or New York Medical, Inc.
     (collectively,  the "AUGI  Group") on such dates.  All the Granted  Options
     shall (i) be  exercisable  for an exercise price per share equal to 100% of
     the fair  market  price of the Common  Stock on the date of  execution  and
     delivery of the Purchase  Agreement,  or in the case of any Incentive Stock
     Options (as defined in the Code),  at an exercise  price per share equal to
     110% of the fair market  price of the Common Stock on the date of execution
     and  delivery of the  Purchase  Agreement,  and (ii) be  exercisable  for a
     period of five (5)  years  from the date of grant,  which  exercise  period
     shall not be shortened by reason of the  expiration or  termination of this
     Agreement or the termination of the Executive's  employment at any time (it
     being understood that, as a result of such continued  exercise period,  any
     options that are intended to qualify as ISO's may fail to do so).

     3. Benefits.

          (a) Benefit  Programs.  The Executive shall be eligible to participate
     in such  benefit  programs  offered  by the  AUGI  Group  such  as  health,
     disability,  life  insurance,  any employee  stock purchase or option plan,
     vacations and 401(k) plan, as are offered to  similarly-situated  employees
     (except  in the case of  equity-based  incentive  plans  where  awards  are
     subject to the  discretion  and  approval  of the AUGI Board (or  committee
     thereof)  and in each case no less  favorable  than the  terms of  benefits
     generally  available to the  employees  of the AUGI Group,  subject in each
     case to the generally  applicable terms and conditions of the plan, benefit
     or program in question.  Notwithstanding anything to the contrary contained
     herein, Executive shall be entitled to the additional benefits set forth on
     Schedule A hereto.




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<PAGE>




          (b)  Business  Expenses.  During  the  Term,  the  Executive  shall be
     authorized to incur  necessary and  reasonable  travel,  entertainment  and
     other  business  expenses  in  connection  with  carrying  out  his  duties
     hereunder. The Company shall reimburse the Executive for such expenses upon
     presentation   of  an   itemized   account   and   appropriate   supporting
     documentation,  all in accordance with the generally applicable policies of
     the Company.

     4. Termination.

          (a) Death or Disability.  This Agreement shall terminate automatically
     upon the Executive's death or termination due to "Disability." For purposes
     of this  Agreement,  Disability  shall mean the  Executive's  inability  to
     perform the duties of his position for three (3) consecutive  months, or 90
     days in any 365-day period.

          (b) Voluntary Termination.  Notwithstanding anything in this Agreement
     to the  contrary,  the  Executive  may,  upon not less than 30 days written
     notice to the Company, voluntarily terminate his employment for any reason.

          (c) Cause.  The Company may terminate the  Executive's  employment for
     Cause.  For purposes of this Agreement,  "Cause" shall mean the Executive's
     (i) commission of an act which constitutes  common law fraud,  embezzlement
     or a felony, an act of moral turpitude,  or of any tortious or unlawful act
     causing  material  harm  to  the  AUGI  Group  's  business,   standing  or
     reputation,  (ii)  gross  negligence  on the part of the  Executive  in the
     performance of his duties hereunder, (iii) breach of his duty of loyalty or
     care  to  the  AUGI  Group,   (iv)  other  misconduct  that  is  materially
     detrimental to the AUGI Group,  (v) subject to the Closing  Agreement,  the
     ongoing  refusal  or  failure  to  perform  the  Executive's  duties or the
     deliberate  and  consistent  refusal to conform to or follow any reasonable
     policy adopted by the AUGI Board or lawful  instructions of the AUGI Board,
     in each case after receiving written notice  describing his  non-compliance
     and being given a ten (10) business day  opportunity to cure (to the extent
     curable) such  non-compliance,  or (vi) material breach by the Executive of
     this Agreement or the Closing  Agreement,  including without limitation the
     non-competition and non-solicitation provisions of Section 8 hereof, or any
     other  agreement  with or for the  benefit  of the AUGI  Group to which the
     Executive is a party or by which the Executive is bound, which is not cured
     (to the extent  curable)  within ten (10) business days  following  written
     notice from the AUGI Group.  The  allegation  by the AUGI Group of a fraud,
     embezzlement,  felony,  tortious or  unlawful  act of the  Executive  shall
     constitute  "Cause" only if same is  subsequently  determined by a court of
     law or equity to be such an act or is agreed to by the  Executive;  pending
     such  determination,  the AUGI Group may withhold payment of any Salary and
     may relieve the Executive of his duties as described herein, provided that,
     if the relevant act or omission is not ultimately  determined to constitute
     a tortious or unlawful act of the  Executive as provided  above,  then such
     Salary  withholding and the Executive being relieved of his duties shall be
     deemed to have been a dismissal or  termination  of the  Executive  without
     Cause.

          (d) Notice of  Termination.  Any  termination by the Company for Cause
     shall be  communicated  by Notice of Termination to the Executive  given in
     accordance  with Section 12. For purposes of this  Agreement,  a "Notice of
     Termination"  means a written  notice given within a reasonable  time after
     the event or action believed to constitute the reason for giving notice.

          (e) Date of Termination.  For the purpose of this Agreement,  the term
     "Date of  Termination"  means  (i) in the case of  termination  for which a
     Notice of  Termination  is required,  the date of receipt of such Notice of
     Termination or, if later, the date specified therein up to thirty (30) days
     after receipt,  as the case may be, and (ii) in all other cases, the actual
     date on which the Executive's employment terminated during the Term.



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<PAGE>



     5. Termination Payments.

          (a) Voluntary  Termination;  Death or Disability.  If the  Executive's
     employment is voluntarily  terminated  during the Term of this Agreement or
     by reason of the  Executive's  death or Disability,  this  Agreement  shall
     terminate  without further  obligations to the Executive or the Executive's
     legal  representatives  under this Agreement  other than those  obligations
     accrued  hereunder through the Date of Termination and the AUGI Group shall
     pay to the Executive  (or his  beneficiary  of estate) (i) the  Executive's
     accrued but unpaid Salary, if any (the "Earned Salary") in cash in a single
     lump sum as soon as practicable following the Date of Termination, provided
     that the Company may obtain and utilize the life insurance proceeds of term
     life  insurance to make such  payments,  (ii) any vested  amounts or vested
     benefits owed to the Executive under the AUGI Group 's otherwise applicable
     employee  benefit  plans and  programs,  and not yet paid by the AUGI Group
     (the  "Accrued  Obligations"),  (iii)  provided  that the  Executive or the
     Executive's legal representative  executes and delivers to the AUGI Group a
     general  release  in  favor  of the  AUGI  Group  (that  will  exclude  any
     obligations  to be  performed  by any member of the AUGI  Group  under this
     Agreement,  the  Purchase  Agreement  or any  agreements  entered  into  in
     connection therewith) (a "Release"),  for a three month period beginning on
     the Date of  Termination,  (x) the  Salary  amount  then in effect  and not
     subject to further  increases,  prorated  for such three  month  period and
     payable in accordance  with the normal payroll  practices of the AUGI Group
     as are in  effect  from time to time,  and (y) the  health  and  disability
     benefits as well as any car allowance,  and (iv) any other benefits payable
     due to the Executive's  death or Disability  under the AUGI Group 's plans,
     policies or programs.

          (b)  Termination  without  Cause.  If the  Executive's  employment  is
     terminated  during the Term of this Agreement  without Cause and not due to
     the death or Disability of the Executive,  this Agreement  shall  terminate
     without  further  obligations to the Executive  under this Agreement  other
     than those  obligations  accrued  hereunder through the Date of Termination
     and the AUGI Group shall pay to the Executive (i) the Earned Salary in cash
     in a  single  lump  sum as  soon  as  practicable  following  the  Date  of
     Termination,  (ii) the Accrued  Obligations in accordance with the terms of
     the  applicable  plan,  program  or  arrangement,  and (iii)  provided  the
     Executive executes and delivers to the AUGI Group a Release, for the period
     which is the greater of one (1) year or the remainder of the Term,  (x) the
     Salary amount then in effect and not subject to further increases, prorated
     for such period and payable in accordance with the normal payroll practices
     of the AUGI  Group as are in effect  from time to time,  and (y) the health
     and disability benefits as well as any car allowance. In addition upon such
     termination, provided the Executive executes and delivers to the AUGI Group
     a Release,  all options granted pursuant to Section 2(b) shall  immediately
     become vested.

          (c)  Termination for Cause.  If the  Executive's  employment  shall be
     terminated  for Cause,  this  Agreement  shall  terminate  without  further
     obligations  to  the  Executive  under  this  Agreement  other  than  those
     obligations  accrued  hereunder  through  the Date of  Termination  and the
     Company  shall  pay to the  Executive  (i) the  Earned  Salary in cash in a
     single lump sum as soon as practicable  following the Date of  Termination,
     and  (ii) the  Accrued  Obligations  in  accordance  with the  terms of the
     applicable  plan,  program or arrangement.  The aforesaid  amounts shall be
     subject to offset to the extent of any liability incurred by the AUGI Group
     as a result of any acts or omissions by the  Executive  constituting  Cause
     for  termination   hereunder,   as  determined  by  a  court  of  competent
     jurisdiction.




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<PAGE>



     6. Confidentiality.

          (a) The Executive  realizes that during this Agreement,  the Executive
     will  produce  and/or will have access to  confidential  memoranda,  notes,
     information,   records,  maps,  research  results,   business  projections,
     business and research  notebooks,  data,  formulae,  specifications,  trade
     secrets,  customer lists,  inventions and processes of the AUGI Group,  and
     other  information of a confidential  nature  (collectively,  "Confidential
     Information").  Confidential  Information shall not include any information
     that (i) has become publicly known through no wrongful act or breach of any
     obligation of  confidentiality  on the part of the  Executive;  or (ii) was
     rightfully  received by the  Executive on a  non-confidential  basis from a
     third party  (provided  that such third party is not known to the Executive
     after reasonable  inquiry to be bound by a  confidentiality  agreement with
     the AUGI Group or another party).

          (b) Both  during  the term of this  Agreement  and  subsequent  to its
     termination,  the Executive agrees to hold all Confidential  Information in
     confidence  and not to  disclose,  and not directly or  indirectly  to use,
     copy, digest or summarize, any Confidential Information, except as required
     by law and to the extent the Executive  reasonably believes is necessary to
     carry out the Executive's responsibilities as directed or authorized by the
     AUGI Group and, after termination of the Executive's  employment hereunder,
     as specifically authorized in writing by the AUGI Group.

          (c) All records in whatsoever form and in whatsoever  medium recorded,
     and any and all copies thereof (including  volatile  electronic or magnetic
     signals),  relating to the AUGI Group 's business that the Executive  shall
     prepare,  or use, or come into contact with in the course of his  executing
     his duties under this  Agreement,  shall be and remain the sole property of
     the AUGI  Group and shall not be removed  from the AUGI  Group 's  premises
     except as the Executive  reasonably  believes is necessary to carry out the
     Executive's  responsibilities as directed and authorized by the AUGI Group;
     and the same shall be returned  promptly to the AUGI Group upon termination
     of the Executive's employment  relationship with the AUGI Group or upon the
     AUGI Group's request.

          (d) The provisions of this Section 6 shall survive the  termination of
     this Agreement.

     7. Inventions. The Executive shall promptly, and in any event no later than
one (1) year after  termination  of his  employment  with the AUGI  Group,  with
respect to Inventions made or conceived by the Executive  during his employment,
either  solely or jointly  with  others,  if based on or related to or connected
with the  business  of the  AUGI  Group  or the  AUGI  Group or time,  material,
facilities or other employees of the AUGI Group contributed thereto:

          (a)  promptly  and fully  inform  the AUGI  Group in  writing  of such
     Inventions;

          (b) assign,  and the Executive does hereby  assign,  to the AUGI Group
     all  of  the  Executive's  rights  to  such  Inventions,  if  any,  and  to
     applications  for Letters  Patent and to Letters  Patent  granted upon such
     Inventions (all as designated by AUGI); and

          (c) acknowledge and deliver promptly to the AUGI Group (without charge
     to the  Executive  but at the  expense  of the  AUGI  Group)  such  written
     instruments and do such other acts as may be reasonably necessary to obtain
     and maintain  Letters Patent and to vest the entire right and title thereto
     in the AUGI Group.

All  Inventions,  regardless  of whether or not they are  considered  "works for
hire," shall for all purposes be regarded as acquired and held by the  Executive
for the  benefit,  and  shall be the sole and  exclusive  property,  of the AUGI
Group.  For  purposes  of  this  Agreement   "Inventions"   means   discoveries,
developments, improvements, or inventions (whether patentable or not) related to
the business conducted by the AUGI Group.

The  provisions  of  this  Section  7  shall  survive  the  termination  of this
Agreement.



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<PAGE>



     8. Non-Compete; Non-Solicitation.

          (a) The Executive agrees that he possesses or will possess  knowledge,
     skills and  reputation  in the  industry  in which the AUGI Group  operates
     which are of material  importance to the AUGI Group, and which are special,
     unique and extraordinary.  The Executive  acknowledges that the loss of his
     services, or the use of his services by a competitor, may cause irreparable
     harm to the AUGI  Group.  Therefore,  during  the term  hereof  and  during
     periods set forth in Subsection  (b) hereof,  following  termination of the
     Executive's employment hereunder for any reason, with or without Cause, the
     Executive,  individually and personally,  shall not do any of the following
     unless specifically authorized in writing by the AUGI Board:

               (i)  Canvass,  solicit,  or accept  any  business  in any line of
          business that the AUGI Group has conducted at any time during the Term
          (the  "Industry")  from any present or past customer of the AUGI Group
          or any  related  company,  if the  customer  is  located in the United
          States  (the  "Territory").  It is  agreed  and  understood  that  the
          Industry  shall not be deemed to include the management of any medical
          specialties that the AUGI Group has not been engaged in the management
          of at any time during the Term.

               (ii) Aid or assist  any other  person,  entity,  partnership,  or
          corporation in any effort to canvass,  solicit, or accept any business
          in the Industry  from any past or present  customers of the AUGI Group
          or of any  related  company,  if the  customer  is located  within the
          Territory.

               (iii)  Directly  or  indirectly  request  or  advise  any past or
          present customer of the AUGI Group, or any past,  present, or possible
          future customer of any related companies to withdraw, curtail, cancel,
          or not undertake business in the Industry with any related company, if
          the customer is located within the Territory.

               (iv) Directly or indirectly disclose to any other person, entity,
          partnership,  or corporation the names of past or present customers of
          the AUGI Group, or of any related company.  The parties agree that the
          names  of  these  customers  are   confidential  and  proprietary  and
          constitute  trade  secrets  of the AUGI Group  within  the  meaning of
          C.R.S. Section 8-2-113(2)(b) and C.R.S. Section 7-74-102(4).

               (v) Suggest, solicit, or encourage any employee of the AUGI Group
          or any  related  company  to leave the  employment  of such  entity or
          disparage the AUGI Group or any related company or their conditions of
          employment, or disclose to any other person, entity,  partnership,  or
          corporation  the names of  employees  of the AUGI Group or any related
          company.

               (vi) Directly or indirectly  establish,  as manager,  employee or
          owner of greater than 1% of the  outstanding  ownership  interest,  or
          participate  in an enterprise  competitive  with any business which is
          conducted  at any time during the term of this  Agreement  by the AUGI
          Group or any related  company,  and which  business is in the Industry
          and in the Territory.

               (vii) Provide any product, service, financing, aid, or assistance
          of any kind  for any  person,  entity,  partnership,  association,  or
          corporation  which is competitive with any business which is conducted
          at any time during the term of this Agreement by the AUGI Group or any
          related  company,  and which  business is in the  Industry  and in the
          Territory.




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<PAGE>


               (viii) Compete in any manner with any business which is conducted
          at any time during the term of this Agreement by the AUGI Group or any
          related  company,  and which  business is in the  Industry  and in the
          Territory.

          (b) The  non-competition  provisions  set forth in Section  8(a) shall
     apply for a period of two (2) years from the end of the Term.

          (c) Nothing  herein shall  preclude the Executive from engaging in the
     practice of medicine following the end of the Term.

"Restrictive Covenants" means the covenants set forth in Sections 6, 7 and 8 and
the related provisions
thereafter.

     9. Consideration, Severability, Reasonableness of Restrictive Covenants and
Maximum Enforceable Restrictions.

          (a)  Consideration.  The  Executive  acknowledges  and agrees that the
     consideration  set forth in the recitals to this  Agreement  and in Section
     1.2 of the  Purchase  Agreement  and  rights  and  benefits  hereunder  and
     thereunder  are  all  and  singularly  valuable   consideration  which  are
     sufficient  for any or all of the  Executive's  covenants set forth herein,
     but specifically with respect to the Restrictive Covenants.

          (b)  Severability.  Each of the Restrictive  Covenants is distinct and
     severable,  notwithstanding that some of such covenants may be set forth in
     one Section hereof for convenience.

          (c)  Reasonableness  of  Restrictive  Covenants.  It is recognized and
     understood by the Executive that the AUGI Group's Confidential  Information
     is the  result of large  amounts of time,  effort  and  expense of the AUGI
     Group in acquiring  and/or  developing such information and is essential to
     the success of the AUGI Group.

          (d) Maximum Enforceable  Restriction.  In the event that any or all of
     the  Restrictive  Covenants  shall be  determined  by a court of  competent
     jurisdiction to be  unenforceable by reason of their geographic or temporal
     restrictions  being too great,  or by reason  that the range of  activities
     covered are too great, or for any other reason,  they should be interpreted
     to extend  over the  maximum  geographic  area,  period  of time,  range of
     activities or other  restrictions  as to which they may be  enforceable  by
     such court under applicable law.

     10. Injunctive  Relief.  The parties agree that a breach of the Restrictive
Covenants may cause  irreparable  damage to the AUGI Group,  the extent of which
may be  difficult  to  ascertain,  and the award of damages  may not be adequate
relief, and consequently, the Executive agrees that, in the event of a breach or
a  threatened  breach of any of the  Restrictive  Covenants,  the Company or any
other  member of the AUGI Group may  institute  an action to compel the specific
performance  of the  Restrictive  Covenants,  and  that  such  remedy  shall  be
cumulative,  not  exclusive,  and shall be in  addition  to any other  available
remedies.

     11. No Prior  Agreements.  The Executive  represents  and warrants that his
performance of all the terms of this Agreement does not and shall not breach any
fiduciary or other duty or any covenant,  agreement or understanding (including,
without  limitation,  any  agreement  relating to any  proprietary  information,
knowledge or data acquired in  confidence,  trust or otherwise) to which he is a
party or by the terms of which he may be bound. The Executive  further covenants
and agrees not to enter into any agreement or  understanding,  either written or
oral, in conflict with the provisions of this Agreement.




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<PAGE>


     12.  Notices.  All notices,  requests,  consents and demands by the parties
hereunder shall be delivered by hand, by confirmed  facsimile  transmission,  by
recognized national overnight courier service or by deposit in the United States
mail,  postage  prepaid,   by  registered  or  certified  mail,  return  receipt
requested,  addressed  to the party to be  notified at the  addresses  set forth
below:

if to the Executive to:

                           Dr. Jonathan Landow, M.D.
                           c/o New York Medical, Inc.
                           Two Jericho Plaza
                           Jericho, New York 11753
                           Facsimile No.: 516-938-9679

with copy to:

                           Snow Becker Krauss, P.C.
                           605 Third Avenue, 25th Floor
                           New York, New York  10158
                           Attention:  Elliot Lutzker, Esq.
                           Facsimile No.:  (212) 949-7052

If to the Company:

                           Lifetime Healthcare Services, Inc.
                           125 Michael Drive
                           Syosset, New York 11791
                           Facsimile No.:  (516) 837-7000
                           Attention:  Robert DePalo

                           with copies to:

                           Morrison Cohen Singer & Weinstein, LLP
                           750 Lexington Avenue
                           New York, NY 10022
                           Fax: (212) 735-8708
                           Attn:  Robert H. Cohen, Esq.

                           American United Global, Inc.
                           C/o 25 Highland Boulevard
                           Dix Hills, NY  11746
                           Facsimile No. (631) 254-2136
                           Attn. Robert M. Rubin

                           Gersten, Savage, Kaplowitz, Wolf & Marcus, LLP
                           101 East 52nd Street
                           New York, NY 10022
                           Facsimile: (212) 980-5192
                           Attn.: Stephen A. Weiss, Esq.




                                       8
<PAGE>



Notices  shall be  effective  immediately  upon  personal  delivery or facsimile
transmission,  one business day after deposit with an overnight  courier service
or three (3)  business  days after the date of mailing  thereof.  Other  notices
shall be deemed  given on the date of receipt.  Any party  hereto may change the
address specified herein by written notice to the other parties hereto.

     13. Entire  Agreement.  This  Agreement  cancels and supersedes any and all
prior  agreements  and  understandings,  written or verbal,  between the parties
hereto with respect to the  Executive's  employment,  and cancels and supercedes
any and all agreements and  understandings,  written or verbal,  between Company
and the Executive, with respect to the Executive's Employment, including without
limitation,  that certain  Compensation and Non-Compete  Agreement,  dated as of
November 30, 2000,  by and among New York  Medical,  the Executive and HSBC Bank
USA,  as Trustee  for the ESOP (as the same may have been  amended  or  modified
subsequent thereto.  This Agreement constitutes the entire agreement between the
parties with respect to the matters herein  provided,  and no  modifications  or
waiver of any provision  hereof shall be effective  unless in writing and signed
by the AUGI Group and the Executive.

     14. Binding Effect. All of the terms and provisions of this Agreement shall
be  binding  upon  the  parties   hereto  and  its  or  his  heirs,   executors,
administrators, legal representatives,  successors and assigns, and inure to the
benefit of and be  enforceable by the AUGI Group and its successors and assigns,
except that the duties and  responsibilities of the Executive hereunder are of a
personal nature and shall not be assignable or delegable in whole or in part.

     15.  Severability  In the event that any  provision  of this  Agreement  or
application  thereof to anyone or under any  circumstance is found to be invalid
or  unenforceable  in any  jurisdiction  to any  extent  for  any  reason,  such
invalidity  or  unenforceability   shall  not  affect  any  other  provision  or
application of this  Agreement  which can be given effect without the invalid or
unenforceable  provision  or  application  and  shall not  invalidate  or render
unenforceable such provision or application in any other jurisdiction.

     16.  Remedies;  Waiver.  No remedy  conferred  upon the AUGI  Group by this
Agreement is intended to be exclusive  of any other  remedy,  and each and every
such remedy  shall be  cumulative  and shall be in addition to any other  remedy
given  hereunder or now or hereafter  existing at law or in equity.  No delay or
omission by the AUGI Group in exercising any right, remedy or power hereunder or
existing at law or in equity  shall be construed  as a waiver  thereof,  and any
such right,  remedy or power may be exercised by the party  possessing  the same
from time to time and as often as may be deemed  expedient  or necessary by such
party in its sole discretion.

     17. Counterparts.  This Agreement may be executed in several  counterparts,
each of which is an original and all of which shall  constitute one  instrument.
It shall not be necessary in making proof of this  Agreement or any  counterpart
hereof to produce or account for any of the other counterparts.

     18. Governing Law; Jurisdiction.

          (a)  The  provisions  of  this  Agreement,  and  all  the  rights  and
     obligations of the parties  hereunder,  shall be governed by, and construed
     and  enforced  in  accordance  with  the  laws  of the  State  of New  York
     applicable to agreements made and to be performed  wholly within such State
     without regard to such State's conflicts of law principles.

          (b) Each of the parties hereto hereby consents to the  jurisdiction of
     any state or federal  court located  within the County of Nassau,  State of
     New York and irrevocably agrees that, subject to the AUGI Group's election,
     all actions or  proceedings  arising  out of or relating to this  Agreement
     shall be litigated in such  courts.  Each party hereto  accepts for each of
     itself and herself and in connection with its and her properties, generally
     and unconditionally, the exclusive jurisdiction of the aforesaid courts and
     waives any defense of forum non conveniens,  and  irrevocably  agrees to be
     bound by any judgment rendered thereby in connection with this Agreement.

     19. Headings. The captions and headings contained in this Agreement are for
convenience only and shall not be construed as a part of the Agreement.



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                                       9
<PAGE>






     IN WITNESS HEREOF,  the parties have executed this Agreement as of the date
and year first above written.

COMPANY:


LIFETIME HEALTHCARE SERVICES, INC.


By /s/ Robert DePalo
--------------------
Name: ROBERT DEPALO
Title:   PRESIDENT



EXECUTIVE:


/s/Jonathan Landow, M.D.
------------------------
DR. JONATHAN LANDOW, M.D.





         ACCEPTED AND APPROVED

         AMERICAN UNITED GLOBAL, INC.


         /s/ Robert M. Rubin
         --------------------
         ROBERT M. RUBIN, CEO


<PAGE>




                                   Schedule A

1    Car allowance of $1,200 per month.

2    Term life insurance policy of $1,000,000  payable to Executive's  designee,
     or in the  absence  of such  designation,  Executive's  estate,  which  the
     Company agrees to pay the premiums on and maintain in force  throughout the
     term of this Agreement.

3    In addition, subject to cost, the Company shall have the right (but not the
     obligation)  to purchase an additional  term life  insurance  policy on the
     life of the  Executive  in the face amount of up to  $5,500,000;  the death
     benefits of which shall payable to the Company.  Upon the occurrence of the
     Payment  Events  (as that term is  defined in the  Closing  Agreement)  the
     Company  shall have the right to cancel or maintain in force such term life
     insurance policy.

The Executive  agrees to submit to all physical  examinations as may be required
by the  applicable  insurer  to obtain  either  or both of the  above  term life
insurance policies.