Exhibit 10.3


                              EMPLOYMENT AGREEMENT
                              --------------------

     AGREEMENT  made  and  entered  into as of December __, 2007, by and between
Integrated  Consulting  Services,  Inc.  (the "Company"), a Kentucky corporation
(the  "Company),  and  Julie  A.  McDearman  ("Employee").

                               W I T N E S S E T H
                               - - - - - - - - - -

     WHEREAS,  Employee  has entered into on December __, 2007, a Stock Purchase
Agreement  (the  "SPA")  by  and among the Company, Orbit International Corp., a
Delaware corporation ("Parent"), and the respective shareholders of the Company,
including  Employee, which SPA provides in Section 7.01 therein, for the Company
and  Employee  to  enter  into  an  employment  agreement;  and

     WHEREAS, the Company desires to enter into this Agreement with Employee and
Employee  desires  to be employed by the Company on the terms and conditions set
forth  in  this  Agreement.

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

     1.     Term of Employment.  Subject to the terms and conditions hereinafter
            -------------------
set  forth,  the Company shall employ Employee and Employee shall be employed by
the  Company,  for  an  employment  term  commencing  as  of the date hereof and
terminating  three  years from the date hereof unless sooner terminated pursuant
to the provisions of Paragraph 8 hereof (the "Initial Term"); provided, however,
                                                              --------  -------
that  this  Agreement  may  be  extended  for  an  additional  three  years (the
"Extension")  if  (i)  Employee  gives the Company written notice requesting the
Extension  at  least 30 days prior to the end of the Initial Term (the "Extended
Term") and (ii) the Company agrees, in its sole discretion, to accept Employee's
request  for  the  Extension.  The  Initial  Term and the Extended Term shall be
referred  to  herein  as the "Term."  At the expiration of the Term, the Company
shall have no further obligation to Employee, and Employee shall have no further
obligation  to  the Company except with respect to (i) Employee's obligations to
the  Company  pursuant  to  Paragraphs  9,  10,  11  and  15; (ii) the Company's
obligations  to  Employee  pursuant  to  Paragraphs  4-8;  and,  (iii) any other
obligations  the  Company  may  have to Employee and/or Employee may have to the
Company  under  applicable  law  governing the relationship of an employer to an
employee  and/or  an  employee  to an employer upon and following termination of
such  relationship.

     2.     Scope of Employment.  During the Term, Employee shall be employed as
            --------------------
Director  of  Engineering  and Logistics of the Company.  Employee shall perform
such  duties  customarily expected to be performed by such officer. In addition,
Employee shall faithfully render and perform such other reasonable executive and
managerial  services  as  may be assigned to her, from time to time, by or under
the  authority  of the Board of Directors of the Company or of the Parent, or by
the  President  of  the Company.  Employee will devote her full working time and
efforts  to  the  business  and  affairs  of  the  Company,  as now or hereafter
conducted, and shall be at all times subject to the direction and control of the
Board  of  Directors of the Company or of the Parent, or of the President of the
Company.  Employee  shall  not  engage  in  any  other  business,  profession or
occupation which would conflict or interfere with the rendition of such services
either  directly  or  indirectly, or which is, or reasonably may be, contrary to
the  welfare,  interest or benefit of the business now or hereafter conducted by
the  Company, without the prior written consent of the Board of Directors of the
Company  or  of  the Parent, or of the President of the Company.  Employee shall
render  such  services to the best of her ability and shall use her best efforts
to  promote  the  interests  of  the  Company.

     3.     Location of Employment.  Employee shall render services primarily at
            -----------------------
the  Company's  offices  that  are  located in Louisville, Kentucky.  During the
Term, the Company shall continue to provide Employee with an office and staff at
the  Company's  Louisville  offices  consistent with the practice of the Company
prior  to  the effective date of this Agreement.  Notwithstanding the foregoing,
Employee  acknowledges  and  agrees  that  Employee's  duties  hereunder  from
time-to-time  may include such reasonable travel outside of Louisville, Kentucky
consistent  with past practices of the Company, as the performance of Employee's
duties  may  require.  Employee  shall  not be required to relocate to any other
location.

     4.     Compensation.
            -------------

          (a)  As  full  compensation  for all services provided for herein, the
Company  will pay, or cause to be paid, to Employee, and Employee will accept, a
base  salary (as increased from time to time, the "Base Salary") during the Term
at  an annual rate of $111,500, provided that as of each anniversary of the date
of  this Agreement, the Base Salary shall be increased by an amount equal to the
annual  percentage increase in the "All-Urban" consumer price index published by
the  United  States Bureau of Labor Statistics for the Louisville, Kentucky area
for  the  immediately  preceding 12-month period (or, if such index is no longer
published,  by  an  amount  equal  to the annual percentage increase in the most
closely  comparable  index).  The  Board  of  Directors  shall review Employee's
performance  annually  and may, in its sole discretion, increase the Base Salary
by an amount greater than that provided for in the preceding sentence.  The Base
Salary  shall  be  paid in regular installments in accordance with the Company's
usual  paying  practices,  but  not  less  frequently  than  monthly.

          (b)  During  the  Term of this Agreement, Employee shall also have use
of  an  automobile owned or leased by the Company ("Employee's Company Car"), at
least  comparable to the one currently used by Employee.  Employee shall also be
provided  a  monthly  car  allowance of Four Hundred Dollars ($400.00) for costs
related  to  the  use  by Employee of Employee's Company Car, including, but not
limited  to,  repairs,  maintenance,  and  fuel  costs.  The  Company  shall  be
responsible  for  the  payment  of  insurance  consistent  with  prior coverage,
registration,  and  taxes  for  such automobile.  At any time after December 31,
2008,  Employee  shall  have the right and option to purchase Employee's Company
Car  at  its  then  prevailing  book value as same is set forth on the Company's
books  and  records.  Notwithstanding  the  previous  sentence, in the event the
Employee  exercises  the  option  to  purchase  the  Employee's Company Car, the
monthly car allowance shall continue to be provided to the Employee for the Term
of  this  Agreement.

          (c)  In  addition  to  the compensation set forth in subparagraphs (a)
and  (b)  of this Paragraph 4, Employee shall be entitled to an annual incentive
bonus,  which  amount  shall be computed as follows: for each fiscal year during
the  Term,  or  any  pro  rated  portion  thereof, Employee shall be entitled to
participate  in  a bonus pool, to be distributed among employees of the Company,
which  shall  consist  of  an aggregate amount equal to five (5)% of the Pre-Tax
Income  of the Company.  "Pre-Tax Income" shall mean the net income generated by
the  Company  (exclusive of any extraordinary gains, extraordinary losses or any
interest  expense),  as  set  forth  in the financial statements of the Company,
determined  in  accordance  with generally accepted accounting principles (GAAP)
consistently  applied,  and  which  shall  include  an agreed upon allocation of
administrative  and  overhead  costs  of  the  Parent.

          The  Employee  shall  participate equally with other members of senior
management  of the Parent in the determination of the amount of the distribution
from  the  bonus pool. Such payment shall be made within ten (10) days following
completion  of  the annual audit of the Company's financial statements, and with
regard  to  that  period remaining in the Term after the conclusion of the final
complete  fiscal  year  of  the Term (the "Stub Period"), within forty-five (45)
days after the end of the Stub Period.  Pre-Tax Income for the Stub Period shall
be  taken  from  the  unaudited  financial  statements  of  the  Company.

     The  Base  Salary and any bonus payments will be subject to such deductions
by  the Company as the Company is from time to time required to make pursuant to
law,  government  regulations  or  order  or  by  agreement with, or consent of,
Employee.  Such payments may be made by check or checks of the Company or any of
its  parent,  subsidiaries  or affiliates as the Company may, from time to time,
find  proper  and  appropriate.

     5.     Vacation.  During  the Term, Employee shall be entitled to vacations
            ---------
in  accordance  with  past  practice  of  the  Company prior to the date of this
Agreement.  It  is hereby acknowledged by both Employee and the Company that the
Schedule  of  vacation  days  and  availability  attached  to  this  Agreement
constitutes  past  practice  prior  to  the  effective  date  of this Agreement.

     6.     Benefits.
            ---------

          (a)  During the Term, Employee shall be entitled to participate in all
group  insurances  as  are  presently  being offered by the Company or which may
hereafter,  during  the  Term,  be offered to its executive and/or non-executive
employees  on  a  company  wide  basis  (including  group  life insurance, group
disability  insurance,  group  medical  and  hospitalization  plans, pension and
profit  sharing  plans).  During the Term, Employee shall be entitled to medical
and  hospitalization  coverage for herself, her spouse, and dependents under the
Company's  existing medical plan (including prescription drug coverage) pursuant
to  which  she currently has coverage.    The Company shall pay the premiums for
the  foregoing  coverage consistent with its policies then in effect, as amended
from  time to time.  In the event the Company fails to provide such coverage, or
such coverage is otherwise unavailable, then the Company shall provide Employee,
her  spouse,  and  dependents  with  at  least  equivalent  coverage  (including
healthcare  provider  choices,  deductibles,  co-pays,  etc.).

     (b)  From  and after the date of this Agreement, the term "compensation" as
used  in  any  pension  or  profit  sharing plan maintained by the Company shall
include  only  the  Base  Salary  (exclusive  of  any  bonus  payments)  payable
hereunder,  unless  the  plan  or  applicable  law  provides  otherwise.

     7.     Expenses.  Employee  shall  be  entitled  to  reimbursement  by  the
            ---------
Company  for  reasonable  expenses  actually incurred by her on its behalf or on
behalf  of  Parent,  in  the  course  of her employment by the Company, upon the
presentation  by  Employee,  from  time  to time, of an itemized account of such
expenditures  together  with such vouchers and other receipts as the Company may
request,  in  accordance  with  Company  policy  and  Internal  Revenue  Service
regulations.

     8.     Termination.
            ------------

          (a)  Disability.  If, during the Term, Employee shall be unable, for a
               -----------
period  of  more than six (6) consecutive months or for periods aggregating more
than  twenty-six  (26)  weeks  in  any fifty-two (52) consecutive week period to
perform the services provided for herein as a result of illness, incapacity or a
physical  or other disability of any nature, the Company may, upon not less than
thirty  (30)  days' written notice, terminate Employee's employment and the Term
hereunder.  Employee shall be considered unable to perform the services provided
for herein if she is unable, with or without reasonable accommodation, to attend
to  the  essential  duties  required  of  her.

          (b)  Death.  If  Employee  shall  die  during  the  Term,  Employee's
               ------
employment  hereunder  and  the  Term  shall  terminate  upon  Employee's death.
Employee's  estate  shall  continue  to  receive  the  compensation specified in
Paragraph  4 hereof until the end of the month in which Employee's death occurs.
Medical  and  hospitalization  insurance  coverage, as provided for in Paragraph
6(a), will continue for Employee's spouse and dependents for a period of six (6)
months thereafter, without prejudice to the rights of her spouse and dependents)
under  Section  4980B  of  the  Internal  Revenue  Code.

          (c)  For  Cause.  In  addition  to the provisions for the cancellation
               ----------
and/or termination hereof hereinabove provided, the Company may, at any time and
in  its sole discretion, terminate and/or cancel the Term and this Agreement for
Cause  (as  hereinafter  defined)  by  sending written notice to Employee of its
intention  to so cancel and/or terminate.  Cancellation and/or termination under
this  paragraph  shall  become  effective  within  ten  (10)  business  days  of
Employee's  receipt  of  the  notice  provided  for  under  this  paragraph.

          For  purposes of this Agreement, "Cause" shall be defined to mean: (i)
fraud,  dishonesty or similar malfeasance; (ii) substantial refusal to comply or
default  in  complying with the reasonable, ethical and lawful directions of the
Board  of Directors of the Company or Parent, or the President and/or failure to
comply  with  or  perform  any  of the material terms and/or obligations of this
Agreement  and  such  refusal, default or failure continues for a period of more
than  ten (10) days after receipt by Employee of written notice from the Company
setting  forth  in  reasonable  detail the activity by Employee that the Company
deems  to  be Cause for termination of this Agreement; (iii) Employee's repeated
and  intemperate  use  of alcohol or illegal drugs after written notice from the
Company  that  such  use, if continued, will result in termination of Employee's
employment;  (iv)  Employee's  indictment  for,  or  plea  of nolo contendere or
                                                              ---- ----------
conviction  of a felony under the laws of the United States or any state thereof
or  a  misdemeanor  involving  moral  turpitude;  or,  (v)  Employee  materially
breaching  any  provision of this Agreement, which breach continues for a period
of  more than ten (10) days after receipt by Employee of written notice from the
Company  setting  forth  in  reasonable  detail the breach by Employee which the
Company  deems  to  be  Cause  for  termination  of  this  Agreement.

(d)     Resignation  for Good Reason.  Employee's employment and the Term may be
        ----------------------------
terminated  by Employee for "Good Reason" if any of the following occurs without
Employee's  written  consent:

(i)     a substantial and adverse alteration of Employee's position, duties, and
responsibilities  under  this  Agreement such that they are no longer consistent
with  the  position,  duties,  and/or  responsibilities  of  an  executive level
employee;

(ii)     a  material  breach  of  this  Agreement  by the Company or the Parent;
(iii)     a  change in Employee's principal place of employment to a location at
least  twenty  (20)  miles  from  the  Louisville,  Kentucky  offices;

(iv)     a material and adverse change in the compensation and benefits provided
to  Employee  under  this  Agreement;

(v)     the  Company  or  the  Parent  materially  breaches  the  SPA;  and/or

(vi)     the  failure of any successor company that acquires the assets or stock
of  the  Company  to  assume  this  Agreement  and  the  contractual obligations
hereunder.

In order to be eligible for the severance benefits referred to in Paragraph 8(e)
below,  Employee shall be required to provide the Company with written notice of
Good  Reason  to  resign within twenty (20) days after Employee becomes aware of
the  circumstances constituting Good Reason.  The Company shall have a period of
ten  (10)  days after Employee provides such written notice within which to take
measures to correct the circumstances constituting Good Reason.  Should Employee
fail to provide twenty (20) days written notice of Good Reason and/or should the
Company  correct  the circumstances within ten (10) days after receiving written
notice  from the Employee, Good Reason for Employee's resignation shall cease to
exist.

          (e)  Severance.
               ---------
          (i)     In  the  event  the  Company terminates Employee's employment,
other  than  for  the  reasons  set  forth  in  Paragraphs 8(a), (b), or (c), or
Employee  resigns  for  Good  Reason,  Employer will pay to Employee a severance
benefit.  Severance  shall  be  in an amount equal to Employee's Base Salary for
the  immediately  preceding calendar year, plus bonuses paid to Employee for the
immediately  preceding  calendar  year  (the "Severance Benefit"). The Severance
Benefit  will be subject to payroll deductions required by law and/or authorized
by  Employee.  The  Severance  Benefit  shall  be payable in substantially equal
installments  on  regularly  scheduled  paydays  commencing  with  the regularly
scheduled  payday  following the effective date of the termination of employment
and  continuing  for  one  (1)  year  or  the end of the Term of this Agreement,
whichever  is  shorter.  Should  Employee resign where no Good Reason exists, or
should Employee's employment terminate pursuant to Paragraphs 8 (a), (b), and/or
(c),  Employee  shall  not  be  entitled  to  the  Severance  Benefit.

(ii)     In  the  event the Company terminates Employee's employment pursuant to
Paragraph  8(b)  for  the reason that Employee suffers from a disability, and in
the event Employee is not receiving long-term disability benefits under either a
group  long-term  disability  insurance  program  maintained by the Company or a
personal  policy  maintained  by  Employee  at  a rate of at least sixty-six and
two-thirds (66 2/3%) percent of Employee's then current Base Salary, the Company
will  pay  to Employee the difference between sixty-six and two-thirds (66 2/3%)
percent  of  Employee's  then  current  Base  Salary and such amount Employee is
receiving, if any, (less payroll deductions required by law and/or authorized by
Employee)  in  substantially  equal  installments on regularly scheduled paydays
commencing  with  the regularly scheduled payday following the effective date of
the  termination  of  employment  and  continuing  for  six  (6)  months.

(iii)     Employee will also be entitled, subject to the terms and conditions of
the  Consolidated  Omnibus  Budget  Reconciliation Act of 1985 ("COBRA") and the
Company's  policies,  to  make  a  COBRA  election  to  continue the medical and
hospitalization benefits referred to in Paragraph 6(a) for Employee, her spouse,
and  her  eligible  dependents.  In  the  event  Employee elects COBRA coverage,
Employee  will  reimburse  the  Company  for  premium payments made on behalf of
Employee  to keep medical and/or hospitalization coverage in effect for a period
of  eighteen  (18)  months  from  the  effective  date  of  the  termination  of
employment.

(iv)     Employee  shall  have  no duty to seek other employment or to engage in
self-employment in mitigation of the Severance Benefit and premium reimbursement
provided  for  hereunder, and any compensation which Employee may receive in the
course  of any such employment or self-employment shall not reduce the Company's
obligations  hereunder.

     9.     Disclosure.  Except  as may be required or appropriate in connection
            -----------
with Employee's carrying out her duties under this Agreement, Employee will not,
without  the  prior written consent of the Company, or unless otherwise required
by  law  or  any legal process, at any time, directly or indirectly, disclose or
furnish  to  any  other  person,  firm  or  corporation:

(a)  any  of  the  Company's  confidential non-public information concerning the
methods  of  conducting  or  obtaining business, of manufacturing or advertising
products,  or  of  obtaining  customers;

(b)  any  of  the  Company's  confidential  non-public  information  acquired by
Employee  during  the course of her employment by the Company, including without
limiting  the  generality  of  the  foregoing,  the  name  of  any  customers or
prospective  customers  of, or any person, firm or corporation who or which have
or  shall  have  traded  or dealt with, the Company (whether such customers have
been  obtained  by  Employee  or  otherwise);  and/or

(c)  any  of  the  Company's confidential non-public information relating to the
products,  designs,  processes,  discoveries,  materials,  ideas,  creations,
inventions  or  properties  of  the  Company.

     10.     Covenants  Not  to  Compete.
             ----------------------------

          (a)  During  the  Term,  Employee  agrees  not  to engage, directly or
indirectly,  in  any  business which is competitive with the business now, or at
any  time  during  the  Term,  conducted  by  the  Company.

          (b)  During  the  Term,  or  if  Employee  is  terminated for Cause or
Employee  terminates  not for Good Reason, until the scheduled expiration of the
Term, Employee agrees not to directly or indirectly, on behalf of herself or any
business in which she may, directly or indirectly, be engaged, recruit, solicit,
induce  (or attempt to induce), or have any part in, the diversion of any of the
Company's  employees  or sales representatives from their relationships with the
Company  or  retain  or  employ  any  of  the  Company's  employees  or  sales
representatives.

          (c)  In  addition, Employee shall not at any time, during or after the
termination of this Agreement, engage in any business which uses as its name, in
whole  or  in  part,  Integrated  Consulting  Services,  Inc.  and/or  Orbit
International  Corp.,  or any other name used by the Company or Parent and known
by  Employee  to  be  so  used,  during  or  prior  to  the  Term.

          For the purpose of this Paragraph 10, Employee will be deemed directly
or  indirectly  engaged  in  a  business if she participates in such business as
proprietor,  partner,  joint  venturer,  stockholder, director, officer, lender,
manager,  employee,  consultant,  advisor  or  agent,  or  if  she controls such
business.  Employee  shall  not  for  purposes  of  this  paragraph  be deemed a
stockholder or lender if she holds less than two (2%) percent of the outstanding
equity  or debt of any publicly owned corporation engaged in the same or similar
business  to  that  of  the  Company,  provided  that Employee shall not be in a
control  position  with  regard  to  such  corporation.

     11.     Inventions.  As  between  Employee  and  the Company, all products,
             -----------
designs,  processes,  discoveries,  materials,  ideas, creations, inventions and
properties,  whether or not furnished by Employee, created, developed, invented,
or  used  in  connection  with  Employee's employment hereunder or prior to this
Agreement, will be the sole and absolute property of the Company for any and all
purposes  whatever  in  perpetuity,  whether or not conceived, discovered and/or
developed  during  regular  working hours.  Employee will not have, and will not
claim  to  have, under this Agreement or otherwise, any right, title or interest
of any kind or nature whatsoever in or to any such products, designs, processes,
discoveries,  materials,  ideas,  creations,  inventions  and  properties.

     12.     Arbitration.  Any  controversy  arising  out of or relating to this
             ------------
Agreement, including any modification or amendment thereof, shall be resolved by
arbitration,  by  a  single  arbitrator  pursuant  to  the  employment  dispute
resolution  rules  then  obtaining of the American Arbitration Association.  The
venue  for arbitration shall be in Louisville, Kentucky.  The parties consent to
the  application  of  the  Kentucky  or  Federal Arbitration Statutes and to the
jurisdiction  of the Jefferson County Court of the State of Kentucky, and of the
United  States  District Court of the Western District of Kentucky, for judgment
on  an  award  and  for  all other purposes in connection with said arbitration.
Judgment  upon  the  written  award  rendered may be entered by any Court having
jurisdiction.  Any provisional remedy which, but for this provision to arbitrate
disputes,  would  be  available at law, shall be available to the parties hereto
pending  the  final  word  of  the  arbitrator.

     13.     Injunctive  Relief.  The  parties hereto recognize that irreparable
             -------------------
damage  may  result  to  the Company and its business and properties if Employee
fails  or  refuses  to perform her obligations under this Agreement and that the
remedy  at  law for any such failure or refusal may be inadequate.  Accordingly,
notwithstanding  the  provisions  of  Paragraph  12 hereof to arbitrate disputes
arising  hereunder,  it is understood that the Company has not waived its rights
to  seek  any  provisional  remedies  (including, without limitation, injunctive
relief)  and  damages.  The institution of any arbitration proceedings shall not
bar  injunctive relief, or any other provisional remedy, pending the final award
of  the  arbitrators.

     14.     Absence of Restrictions.  Employee represents and warrants that she
             ------------------------
is  not  a  party  to  any  agreement or contract pursuant to which there is any
restriction  or  limitation  upon her entering into this Agreement or performing
the  services  called  for  by  this  Agreement.

     15.     Further  Instruments.  Employee  will  execute and deliver all such
             ---------------------
other  further instruments and documents as may be reasonably necessary to carry
out  the  purposes  of  this  Agreement,  or to confirm, assign or convey to the
Company  any  products,  designs,  processes,  discoveries,  materials,  ideas,
creations,  inventions  or  properties  referred  to  in  Paragraph  11  hereof,
including  the  execution  of all patent, design patent, copyright, trademark or
trade  name  applications.

     16.     Invalidity  and  Severability.  If any provisions of this Agreement
             ------------------------------
are held invalid or unenforceable, such invalidity or unenforceability shall not
affect  the  other  provisions  of  this  Agreement,  and,  to  that extent, the
provisions  of  this Agreement are intended to be and shall be deemed severable.
In  particular  and without limiting the foregoing sentence, if any provision of
Paragraph  10  of this Agreement shall be held to be invalid or unenforceable by
reason  of geographic or business scope or the duration thereof, such invalidity
or unenforceability shall attach only to such provisions and shall not affect or
render  invalid or unenforceable any other provisions of this Agreement, and any
such  provision  of  this  Agreement  shall be construed as if the geographic or
business scope or the duration of such provision had been more narrowly drawn so
as  not  to  be  invalid  or  unenforceable.

     17.     Notices.  Any  notice  required or permitted to be given under this
             --------
Agreement  shall  be  sufficient  if  in  writing  and  if sent by registered or
certified  mail,  telegram,  or  overnight  courier  as  follows:

     As  to  Employee:               Julie  A.  McDearman
     -----------------
                              Integrated  Consulting  Services,  Inc.
                              163  Rochester  Drive
                              Louisville,  KY  40214

     with  a  copy  to:               Seiller  Waterman  LLC
                    Meidinger  Tower,  22nd  Floor
                              462  South  Fourth  Street
                              Louisville,  KY  40202
                              Attn:  Anuj  G.  Rastogi


     As  to  the  Company:               Orbit  International  Corp.
     ---------------------
                              80  Cabot  Court
                              Hauppauge,  New  York  11788
                              Attn:  Chief  Executive  Officer

          with  a  copy  to:               Phillips  Nizer  LLP
                              666  Fifth  Avenue
                              New  York,  New  York  10103
                              Attn:  Elliot  H.  Lutzker,  Esq.

or to such other address as either party hereto may designate by notice given in
accordance  with  this  Agreement.

     18.     Assignment.  A  party  hereto  may not assign this Agreement or any
             -----------
rights  or  obligations hereunder without the consent of the other party hereto;
provided, however, that upon the sale or transfer of all or substantially all of
 -------  -------
the  assets  of  the  Company,  or  upon  the merger by the Company into, or the
combination  with, another corporation, this Agreement will inure to the benefit
of  and  be binding upon the person, firm or corporation purchasing such assets,
or  the  corporation surviving such merger or consolidation, as the case may be,
and  the Company shall require any such person, firm or corporation to expressly
assume  the  Company's obligations and liabilities hereunder.  The provisions of
this  Agreement,  where  applicable,  are binding upon the heirs of Employee and
upon  the  successors  and  assigns  of  the  parties  hereto.

     19.     Waiver  of  Breach.  Waiver  by  either  party  of  a breach of any
             -------------------
provision  of this Agreement by the other shall not operate or be construed as a
waiver  of  any  subsequent  breach  by  such  other  party.

     20.     Entire  Agreement.  This  document, together with the SPA, contains
             ------------------
the  entire  agreement  of  the  parties  as  to  the  subject matter hereof and
supersedes  and  replaces  all  prior  oral  or  written  agreements between the
parties.  This  Agreement may not be changed orally, but only by an amendment in
writing  signed  by  the  party  against whom enforcement of any waiver, change,
modification,  extension  or  discharge  is  sought.

     21.     Applicable  Law.  This  Agreement  shall be construed, enforced and
             ----------------
governed  by  and  under  the  laws  of the State of Kentucky, without regard to
conflict  of  laws  principles,  in  accordance  with  the  laws of the State of
Kentucky.


                             SIGNATURE PAGE FOLLOWS

<PAGE>



     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  day  and  year  first  above  written.



                              EMPLOYEE:

                               ____________________________
                                 Julie  A.  McDearman



THE  COMPANY:

Integrated  Consulting  Services,  Inc.

                              By:  ____________________________
                                      Dennis  Sunshine
                                      Chief  Executive  Officer