EXHIBIT 10.14

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         AMENDED AND RESTATED  EMPLOYMENT  AGREEMENT,  made as of the     day of
                                                                      ---
December, 2003 between Debbie Seaman (hereinafter referred to as the "Employee")
and  SearchHelp,  Inc. a Delaware  corporation  having  its  principal  place of
business at the Hi-Tech  Incubator,  1055  Stewart  Avenue,  Bethpage,  NY 11714
(hereinafter referred to as the "Employer").

                              W I T N E S S E T H:

         WHEREAS,  the Employee is employed by the Employer under the Employment
Agreement  dated March 1, 2003  between  Employer and  Employee  (the  "Original
Employment Agreement"); and

         WHEREAS, the Employer desires to employ the Employee under the terms of
this Agreement; and

         WHEREAS,  the  Employee  and  Employer  desire  to have  their  rights,
obligations and duties specified herein.

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

              1.    EMPLOYMENT AND COMPENSATION. The Employer hereby employs the
                    ---------------------------
Employee and the Employee accepts such employment  President and Secretary.  The
Employee  shall have such duties as set forth by the  Employer  and shall report
directly to the Board of Directors of Employer.

                    A.   Base Compensation.  The Employee shall be entitled to a
                         -----------------
salary as set forth on  Schedule  A of this  Agreement  during  the term of this
                        -----------
Agreement,  and any extensions  thereof,  payable in  installments in accordance
with the Employers regular practice of compensating executive personnel.

                    B.   Bonus.  Employee  shall be  entitled  to a bonus at the
                         -----
conclusion of each year of this Agreement,  and any extensions  thereof.  At the
end of each year,  the  Compensation  Committee of the Board of Directors  shall
determine the amount and type (cash, stock, options, etc.) of such bonus payable
to Employee, if any.

              2.    TERM.  This Agreement  shall commence as of the date hereof,
                    ----
and shall  continue for a period of three (3) years from the date thereof.  This
Agreement shall be automatically  extended by one-year periods at the conclusion
of each year,  thus renewing the three (3) year term,  unless notice is received
by either the  Employee or the  Employer  not to extend this  Agreement at least
ninety (90) days prior to the expiration of such year.

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              3.    DUTIES AND RESPONSIBILITIES.
                    ---------------------------

                    A.   As President and Secretary,  Employee shall diligently,
conscientiously  and  faithfully  devote  all  necessary  time and energy to the
business of the Employer  during the term,  including  any  renewals,  and shall
actively be  responsible  for directing,  administrating  and  coordinating  all
activities  of the  organization  in support of policies,  goals and  objectives
established by the Chief Executive Officer and the Board of Directors.  Employee
may assist the President and Chief Executive  Officer in developing  those goals
and policies that pertain to operations,  financial  performance,  personnel and
growth of the Employer.

                    B.   During the term hereof and any  renewal,  the  Employee
shall not,  without the written consent of the Employer,  such consent not to be
unreasonably withheld, engage in any activity that competes with the interest of
the  Employer,  whether  the  Employee  is acting by himself  or as an  officer,
director, employee, shareholder, partner, or fiduciary.

              4.    VACATIONS AND EDUCATIONAL COURSES.
                    ---------------------------------

                    A.   The  Employee  shall be  entitled to a vacation of four
(4) weeks duration  during the term of this Agreement.  The  compensation of the
Employee shall be paid to him during the time of his vacation.  Attendance  with
the Employer's approval at professional meetings,  conventions,  and educational
courses up to two weeks shall not constitute part of said vacation.

                    B.   Vacation may be taken at one time or from time to time,
the exact time to be subject to approval by the Employer.

              5.    HEALTH INSURANCE; EMPLOYEE BENEFIT PLANS. In accordance with
                    ----------------------------------------
their  terms,  the  Employee  shall be entitled to  participate  in any medical,
dental,  life,  disability  insurance or other employee benefit or welfare plans
maintained  by the  Employer  for  its  professional  employees  generally.  The
insurance  obligations of the Employer set forth herein are contingent  upon the
insurability  of Employee.  The medical and dental  coverage  maintained  by the
Employer  for the  benefit  of the  Employee  shall  include  medical  insurance
coverage  covering the Employee and his family.  At the option of the  Employee,
the  Employee  may choose not to be covered  under the  Employer's  medical  and
dental  plans,  but  may  choose  instead  to be  covered  under a  family  plan
maintained  by such  Employee's  spouse.  In such event,  the Employee  shall be
reimbursed  in an amount  equal to the  difference  in  additional  cost to such
spouse of individual and family coverage.  Any such  reimbursement  shall not be
deemed compensation to Employee.

              6.    EXPENSES. During the period of his employment,  the Employee
                    --------
will be reimbursed for his  reasonable  expenses for the benefit of the Employer
in accordance with the general policy of the Employer as adopted by the Employer
from time to time.  With respect to any  expenses  which are  reimbursed  by the
Employer to the  Employee,  the  Employee  agrees to account to the  Employer in
detail  sufficient  to entitle the Employer to an income tax  deduction for such
paid item if such item is deductible.

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              7.    TERMINATION.
                    -----------

                    A.     This Agreement shall automatically terminate:

                           (i)      upon the death of Employee; or

                           (ii)     if the Employee has been disabled or
                                    incapacitated so that he is not capable of
                                    performing his duties hereunder for any
                                    period of one-hundred twenty (120)
                                    consecutive days, unless Employer shall
                                    elect to have this Agreement continue in
                                    effect.

                    B.     Employer may terminate this Agreement:

                           (i)      immediately for "cause" as determined by the
                                    Employer;

                           (ii)     upon a material breach by Employee of any
                                    term or condition of this Agreement; or

                           (iii)    if at any time during the term of this
                                    Agreement, any of the continuing
                                    representations, covenants or agreements of
                                    Employee contained herein shall be
                                    inaccurate in any material respect.

                    C.     Employee may terminate this Agreement at any time:

                           (i)      upon a material breach by Employer of any
                                    term or condition of this Agreement; or

                           (ii)     at any time at the election of Employee upon
                                    ninety (90) days notice to Employer.

              8.    PROTECTION    OF    CONFIDENTIAL    INFORMATION.    Employee
                    -----------------------------------------------
acknowledges  that his  employment  by the  Employer  will  bring him into close
contact with many confidential  affairs of the Employer,  including  information
and data regarding costs,  profits,  markets,  sales,  products,  key personnel,
pricing policies, operational methods, technical processes, computer programs or
systems  developed or improved by the Employer,  the identity of the  Employer's
Customers,  Customer  representatives  and contacts,  the nature of the services
required  by the  Employer's  actual and  Prospective  Customers,  the  services
performed by the Employer for its  Customers,  the  identities of the Employer's
actual and prospective  employees and other business affairs and methods,  plans
for future  developments  and other  information  not readily  available  to the
public,  all of which are highly  confidential  and proprietary and all of which
will have been  developed by the Employer at great effort and expense.  Employee
further  acknowledges  that the  services  to be  performed  by him  under  this
Agreement are of a special,  unique,  unusual,  extraordinary  and  intellectual
character, and that the business of the Employer is contemplated to be conducted
throughout  the  United  States  and  ultimately,  the  rest  of the  world.  In
recognition of the foregoing, Employee covenants and agrees:

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                    A.   That he will keep  secret all  confidential  matters of
the Employer and not disclose  them to anyone  outside of the  Employer,  either
during or after the term of this  Agreement,  except with the  Employer's  prior
written consent;

                    B.   That he will not  make use of any of such  confidential
matters for his own purposes or the benefit of anyone  other than the  Employer;
and

                    C.   That  he  will  deliver  promptly  to the  Employer  on
termination of this Agreement,  or at any time the Employer may so request,  all
confidential memoranda, notes, records, reports and other confidential documents
(and all copies  thereof)  relating to the business of the Employer which he may
then possess or have under this control.

              9.    COVENANT NOT TO SOLICIT.
                    -----------------------

                    A.   Employee  agrees that if the  Employee's  employment is
terminated  for any reason  whatsoever,  other than pursuant to a dissolution of
Employer or a material  breach of the terms of this Agreement by Employer,  then
for a period of one (1) year  after such  termination  or  expiration,  Employee
shall not (i) solicit, directly or indirectly, business of the type conducted by
the Employer from any person, firm or entity which was a Customer or Prospective
Customer of the Employer at any time within one year  preceding the  termination
of Employee's employment,  (ii) induce or attempt to induce any such Customer or
Prospective Customer to reduce its business with the Employer,  (iii) solicit or
attempt to solicit any employees or  consultants of Employer to leave the employ
or  engagement of Employer,  or (iv) offer or cause to be offered  employment or
consultant  opportunities  to any person who was employed or engaged by Employer
at any  time  during  the  one  year  prior  to the  termination  of  Employee's
employment with Employer.

                    B.   For  purposes  of this  Section,  the  term  "Customer"
includes any affiliates,  customers, and clients of Employer's Customers to whom
Employee has been introduced or whom Employee has received  information  through
Employer or through any Customer for which  Employee has  performed  services in
any capacity on behalf of Employer.

                    C.   For purposes of this Section, a "Prospective  Customer'
shall mean  potential  Customers  which  Employer  has  solicited  or with which
Employer has had active  discussions  concerning  potential business at any time
during the one year preceding the end of the Employee's  employment by Employer,
and with whom the  Employee  shall have  participated  in such  solicitation  or
discussions.

              10.   NON-COMPETITION.
                    ---------------

                    A.   Since the  services  of Employee  to the  Employer  are
likely  to be  unique an  extraordinary  and he has had and will have  access to
information  pertaining to the business of the Employer  which may be secret and
confidential,  Employee  agrees that if the Employee's  employment is terminated
for any reason whatsoever, other than pursuant to a dissolution of Employer or a
material breach of the terms of this Agreement by Employer, then for a period of

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one (1) year after such  termination or expiration,  Employee will not,  without
express approval in each case of the Employer,  directly or indirectly, (i) own,
manage, operate,  control, be employed by, participate in or be connected in any
manner with the  ownership,  management,  operation  or control of any  business
engaged in the  development  or marketing of any products  that compete with the
products of Employer.

                    B.   The  Employee  further  acknowledges  that  a  business
competitive  with that of Employer or of any of its  subsidiaries  or affiliated
corporations  may be carried  on  anywhere  within  the United  States or in any
foreign  country.  Therefore,  the Employee  acknowledges  that the unrestricted
geographical  application of this Section is reasonable under the circumstances.
If any of the rights or  restrictions  contained or provided for herein shall be
deemed to be  unenforceable  by reason of the extent,  duration or  geographical
scope, or other  provisions  hereof,  or any other provisions of this Agreement,
the  parties  hereto  contemplate  that the  court  shall  reduce  such  extent,
duration, geographical scope or other provisions and enforce this Section in its
reduced form for all purposes in the manner contemplated hereby.

                    C.   The  Employee  acknowledges  that (i) in the  event his
employment  with Employer  terminates  for any reason,  Employee will be able to
earn a  livelihood  without  violating  the  foregoing  restrictions,  and  (ii)
Employee's ability to earn a livelihood without violating such restrictions is a
material  condition of his employment  with Employer.  Employer may, in writing,
waive any or all of the  provisions of this Section.  If the Employee is in good
faith and after diligent effort unable to obtain employment  consistent with his
training  solely  because of the  covenants  set forth in this  Section,  and so
advises  Employer in writing,  then the  prohibitions in this Section shall bind
the Employee only so long as Employer pays him monthly, upon demand, a sum equal
to the Employee's  monthly base pay at termination,  as defined below,  for each
month of such  unemployment  during the  remained of the term of  covenants  set
forth in this Section.

                    D.   The  term  "monthly  base  pay"  means  the  Employee's
monthly salary, in all cases excluding  commissions in excess of base pay, bonus
or other extra  compensation or benefits,  and is subject to regular  deductions
for taxes,  social  security  payments,  etc. For each month of  unemployment in
which the Employee claims payment, he will aggressively seek employment and will
accept a reasonable  offer of  employment  and,  upon request by Employer,  will
account to Employer in detail for his efforts to obtain employment. The Employee
further  agrees that Employer may make such  investigations  and inquiries as it
shall deem  necessary or  appropriate  to determine  whether the  covenants  and
conditions  of this  Section  have been  satisfied  before  making  any  payment
otherwise payable to the Employee hereunder.

              11.   PROPRIETARY RIGHTS.
                    ------------------

                    A.   Employee shall disclose fully and promptly to Employer,
and upon Employer's  instructions also to the Customer for which the Employee is
then  working,  any and all  inventions,  processes,  innovations,  discoveries,
designs,  techniques,   formula,  improvements,   computer  programs  and  other
technical  materials  relating to business  of Employer or  Employer's  Customer
which Employee shall discover,  conceive,  make, generate or reduce to practice,

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alone or jointly with others,  during his/her term of employment  with Employer,
and  resulting  from such  employment,  whether  or not they are  patentable  or
copyrightable.

                    B.   Employee  agrees to assign to Employer  his/her  rights
and interests in any inventions, processes,  innovations,  discoveries and other
similar materials,  including  copyrights to all copyrightable  material and all
patent rights to all patentable material unless specifically  directed otherwise
in writing by Employer to assign it to Customer.  No rights shall be reserved to
Employee.

                    C.   Employee  agrees to execute  and  transfer at any time,
upon  Employer's  request,  any  certification,   affidavit  or  other  document
confirming the Employer's ownership rights under this Section.

                    D.   Upon  request,  at any time during or after the term of
this Agreement, and at the expense of Employer or its Customer for whom the work
in question  was  performed,  Employee  agrees to assist  Employer or  Customer,
including its attorneys,  in preparing and prosecuting  applications for patents
or copyrights  relating to such inventions,  processes and other materials named
in this Section. Assistance in preparing and prosecuting such applications shall
include  assistance  regarding  litigation  and  upon  Employer's  request,  the
execution  of all papers and  performance  of all tasks that may  reasonably  be
necessary to protect the rights of Employer or Customer and to vest in it or its
assigns ownership of the inventions, applications, copyrights and patents herein
contemplated.

              12.   NON-DEFAMATION.  The  Employee  covenants  and  agrees  that
                    --------------
during the course of his employment by the Employer and for any time thereafter,
the Employee shall not, directly or indirectly, in public or private, deprecate,
impugn or otherwise  make any remarks that would tend to or be construed to tend
to defame the Employer,  its employees or products or its reputation,  nor shall
Employee  assist any person,  firm or company in doing so, except as required by
subpoena, court order or other legal process.

              13.   NO WAIVER.  This Agreement  shall not be modified or amended
                    ---------
except by a further written document signed by the Employee and the Employer. No
provision  hereof may be waived except by an agreement in writing  signed by the
waiving  party.  A waiver of any term or  provision  shall not be construed as a
waiver of any other term provision.

              14.   BENEFIT.  This  Agreement  shall bind the Employee and shall
                    -------
bind and benefit the Employer and its  successors  and assigns.  This  Agreement
shall not be assignable by the Employee.

              15.   HEADINGS.  The  headings  of  Sections  herein are  included
                    --------
solely  for  convenience  or  reference  and shall not  control  the  meaning or
interpretation of any of the provisions of this Agreement.

              16.   ENFORCEMENT   OF   COVENANTS;    SURVIVAL.    The   Employee
                    -----------------------------------------
acknowledges  that his skills and position in the  technology  industry in which
Employer  competes or intends to compete are unique,  and,  therefore,  that the

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breach or  threatened  breach by Employee of the  provisions  of Sections 8 - 12
shall cause  irreparable harm to Employer,  which harm cannot be fully redressed
by the payment of damages to Employer. Accordingly,  Employer shall be entitled,
in addition to any other right or remedy it may have, at law or in equity, to an
injunction,  without the  posting of any bond or other  security,  enjoining  or
restraining the Employee from any violations or threatened violation of Sections
8 - 12, and Employee hereby consents to the issuance of such injunction. Nothing
contained  herein shall be construed as  prohibiting  the Employer from pursuing
any other  remedies  available to the Employer for breach or threatened  breach,
including the recovery of additional  damages from the Employee.  The provisions
of Sections 8 - 12 shall remain  enforceable by Employer  against  Employee even
after the termination of this Agreement.

              17.   DISPUTES.  The parties hereto agree that any dispute arising
                    --------
as to the meaning or  interpretation of any provision,  or enforcement,  of this
Agreement,  shall be determined by arbitration  in accordance  with the rules of
the American  Arbitration  Association then obtaining before a single arbitrator
at the Nassau County Office, and the Commercial Rules of such Association as are
then in effect. The determination or award rendered therein shall be binding and
conclusive  upon the parties,  and judgement may be entered hereon in accordance
with applicable law in any court having jurisdiction thereof.

              18.   NOTICE.  Any notice  required or permitted to be given under
                    ------
this Agreement shall be sufficient if in writing, and if sent by registered mail
to his residence in the case of the Employee,  or to its principal office in the
case of the Employer.  Copies of any notices directed to the Employer  hereunder
shall be simultaneously  sent to: Tannenbaum,  Helpern Syracuse & Hirschtritt at
900 Third Avenue New York, New York 10022

              19.   SEVERABILITY.  Each  provision  of this  Agreement  shall be
                    ------------
considered severable to the extent that if any one provision or clause conflicts
with  existing or future  applicable  law, or is not given full force and effect
because of such law,  such  conflict  or  unenforceability  shall not affect any
other provision of this Agreement which,  consistent with such law, shall remain
in full force and effect.  All such conflicting  provisions shall be modified or
reformed only to the extent  required for compliance  with any applicable  laws.
All surviving  clauses  shall be construed so as to  effectuate  the purpose and
intent of the parties.

              20.   GOVERNING LAW. This Agreement  shall be governed by the laws
                    -------------
of the State of New York and shall be construed in accordance therewith.

              21.   COUNTERPARTS.  This  Agreement  may be executed by either of
                    ------------
the  parties  hereto  in  counterparts,  each of which  shall be deemed to be an
original but all such  counterparts  shall together  constitute one and the same
instrument.


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

SEARCHHELP, INC.                                 EMPLOYER



By:
   ------------------------------       ---------------------------------










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                                   SCHEDULE A

SALARY


1.        Employee's salary shall be $70,000 per annum.

2.        With the consent of the Board of Directors, employee's salary shall be
          increased  to  $140,000  per  annum  upon  the  Company's   successful
          completion  of future  rounds of  financing,  which  together with the
          first round of financing, cumulatively totals at least $2,400,000.

3.        An incentive  bonus to be  determined  prior to  commencement  of each
          year.

4.        The agreement also provides for a minimum annual  increase in the base
          salary of 5%.

5.        Stock options to purchase up to $200,000 worth of the Company's common
          stock which are to be granted from the Company's (to be created) stock
          option plan at the exercise  price equal to the mid point  between bid
          and ask price of the Company's common stock on the date of grant.


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