<PAGE>


                                                                   EXHIBIT 10.42


                              EMPLOYMENT AGREEMENT
                      (CHIEF ACCOUNTING OFFICER/CONTROLLER
                               AND VICE PRESIDENT)


         THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between Global
Preferred Holdings, Inc. ("Company"), and Caryl P. Shepherd ("You" or "Your",
and together with the Company, collectively referred to as the "Parties"), is
entered into and effective as of the 1st day of February, 2002 (the "Effective
Date").(1) (1)Unless otherwise indicated, all capitalized terms used in this
Agreement are defined in the "Definitions" section attached as Exhibit A.
Exhibit A is incorporated by reference and is included in the Definition of
"Agreement."

         WHEREAS, the Company is engaged in the Business;

         WHEREAS, the Company desires to employ You as Chief Accounting Officer,
Controller and a Vice President, and You desire to accept said employment with
the Company;

         WHEREAS, Your position is a position of trust and responsibility with
access to Confidential Information, Trade Secrets and information concerning
employees and customers of the Company;

         WHEREAS, the Trade Secrets and Confidential Information, and the
relationship between the Company and each of its employees and customers are
valuable assets of the Company and may not be converted to Your own use;

         WHEREAS, the Company has agreed to employ You in exchange for Your
compliance with the terms of this Agreement; and

         WHEREAS, the Company and You have agreed upon the terms and conditions
of Your employment with the Company and the Parties desire to express the terms
and conditions in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, it is agreed:

         1.       Employment and Duties.

                  A. Company shall employ You as Chief Accounting Officer,
Controller and a Vice President in accordance with the terms and conditions set
forth in this Agreement. You accept employment on the terms set forth herein.
You shall report to the Chief Financial Officer or Chief Executive Officer of
the Company.

                  B. You shall have such duties as set forth on Exhibit B
("Duties") and as may otherwise be assigned to You by the Chief Financial
Officer, the Chief Executive Officer or the Board of Directors of the Company
from time to time.

                  C. You agree to devote all necessary working time required of
Your position, to devote Your best efforts, skills and energies to promote and
advance the business and/or interests of the Company, and to fully perform Your
obligations under this Agreement. During Your employment, You shall not render
services to any other entity, regardless of whether You receive compensation,
without the prior written consent of the Company. You may, however, (i) engage
in community, charitable, and educational activities, (ii) manage Your personal
investments, and (iii) with the prior written consent of the Company, serve on
corporate boards or committees, provided that such activities do not conflict or
interfere with the performance of Your obligations under this Agreement or
conflict with the interests of the Company.

                  D. As an officer of the Company, You owe a duty of care and
loyalty to the Company, as well as a duty to perform Your Duties in a manner
that is in the best interests of the Company.


                                      -1-

<PAGE>


                  E. You agree to comply with the policies and procedures of the
Company as may be adopted and changed from time to time, including those
described in the Company's employee handbook. Material changes to policies and
procedures may be made from time to time by the Board of Directors. If this
Agreement conflicts with such policies or procedures, this Agreement will
control.

         2.       Compensation.

                  A. Base Salary. During the term of this Agreement, Company
shall pay to You a base salary of $100,000 per year ("Base Salary"), subject to
all applicable withholdings. Your Base Salary may be adjusted annually at the
discretion of the Board of Directors. Your Base Salary shall be paid to You in
accordance with the Company's normal payroll practices.

                  B. Bonus. During the term of this Agreement, You will receive
an annual bonus if Your performance and the Company's performance meets certain
criteria established from year to year by the Company's Board of Directors (the
"Bonus"). You will not receive any Bonus if, due to termination for Cause or
upon your resignation for other than Good Reason, You are not employed on the
last day of the year for which the Bonus is to be paid, otherwise the Bonus is
to be prorated based on Your satisfaction of such criteria as of Your
termination date as determined by the Board of Directors in its discretion. The
Bonus will be subject to all applicable withholdings and will be paid within
ninety (90) days after the end of the calendar year.

                  C. Stock Options. As soon as possible after execution of this
Agreement, the Company will request that the Board of Directors grant You an
option to acquire 30,000 shares of the Company's common stock (the "Option"),
subject to successful completion of a Qualified Public Offering. The Option
shall be granted upon the effective date of such registration and the exercise
price of the Option shall be the price to the public of the common stock in such
offering. The Option will be subject to the terms and conditions of the
Company's Stock Incentive Plan and a Stock Option Grant Certificate (the "Stock
Option Certificate") to be prepared by the Company.

                  D. Executive Benefits. You shall be entitled to participate in
all benefit plans as shall be in effect for all executive level personnel or
applicable generally to employees of the Company from time to time, subject to
the terms and conditions of such plans and programs. You shall also be entitled
to reimbursement for all business travel and other out-of-pocket expenses
reasonably incurred by You in the performance of Your services pursuant to this
Agreement. All reimbursable expenses shall be appropriately documented in
reasonable detail by You upon submission of any request for reimbursement, and
in a format and manner consistent with Company's expense reporting policy. You
shall also be entitled to such other reasonable miscellaneous benefits as the
Board of Directors may deem appropriate.

         3.       Term. The term of this Agreement shall be for a period of one
(1) year, beginning on the Effective Date and ending on January 31, 2003 (the
"Initial Term"). The Agreement may be renewed for additional, consecutive one
(1) year terms (each, a "Renewal Term") following the termination of the Initial
Term or any Renewal Term, upon the written agreement of the parties entered into
prior to the expiration of the Initial Term or any Renewal Term, as the case may
be. The Initial Term and, if this Agreement is extended in accordance with this
Section, each Renewal Term, shall be referred to collectively herein as the
"Employment Period." If this Agreement is not renewed in accordance with this
Section, Your employment relationship will convert to an at-will relationship,
meaning that You may terminate Your employment with the Company at any time and
for any reason whatsoever simply by notifying the Company, and the Company may
terminate Your employment at any time with or without cause or advance notice.
If this Agreement is not renewed and Your employment converts to an at-will
relationship, the period in which You continue to be employed with the Company
shall not be included in the definition of "Employment Period" for purposes of
this Agreement.

         4.       Termination. This Agreement may be terminated upon the
occurrence of any of the following events:

                  A. Expiration of the term of this Agreement, including the
non-renewal of this Agreement in accordance with Section 3 above;


                                      -2-


<PAGE>


                  B. Your death, however, prorating of Bonus (to the extent
earned by You prior to Your death) and options (to the extent vested as of the
date of Your death) would transfer to Your estate subject to the terms and
conditions of the Company's Stock Incentive Plan and Your Stock Option
Certificate;

                  C. Your disability; "Disability" means Your inability, due to
the condition of Your physical, mental or emotional health, to regularly and
satisfactorily perform the Duties and Your responsibilities as an executive of
the Company or its subsidiaries for a continuous period in excess of three
months. If the existence of Your Disability shall be disputed by either Party,
the determination by a physician duly licensed to practice medicine that such
Disability exists shall be necessary to establish such Disability, unless You
refuse to submit to appropriate examinations at the request of the Board, in
which case the determination of the Board in good faith and after the requisite
period of Disability shall be conclusive as to whether such Disability exists;

                  D. Mutual written agreement between You and the Company at any
time;

                  E. For Cause, as defined below:

                           1. Your material breach of this Agreement, provided
                  that, if such breach is curable, You shall be entitled to
                  written notice and a thirty (30) day opportunity to cure such
                  breach;

                           2. Any act or omission by You that is, or is likely
                  to be, materially injurious to the Company or the business
                  reputation of the Company;

                           3. Your dishonesty, fraud, malfeasance, gross
                  negligence or misconduct in the performance of the Duties or
                  otherwise having an adverse affect on the Company;

                           4. Your continued failure to satisfactorily perform
                  the Duties under this Agreement, to follow the direction
                  (consistent with the Duties) of the Chief Executive Officer,
                  the Board of Directors or any other individual to whom You
                  report, or to follow the policies, procedures and rules of the
                  Company, provided that, if such failure is curable, You shall
                  be entitled to written notice and a thirty (30) day
                  opportunity to cure such breach;

                           5. Your arrest, indictment for, or conviction of, or
                  Your entry of a plea of guilty or no contest to, a felony or
                  crime involving moral turpitude; or

                           6. Your resignation for other than Good Reason. You
                  agree to give the Company sixty (60) days prior written notice
                  of such resignation.

                  F. Your resignation for Good Reason which shall exist if the
Company, without Your written consent, (i) takes any action which is
inconsistent with, or results in the reduction of, Your then current title,
duties or responsibilities, (ii) reduces Your then current Base Salary, (iii)
reduces the benefits to which You are entitled on the Effective Date, unless a
similar reduction is made for other executive employees; (iv) requires You to
relocate more than seventy-five (75) miles from the location of the Company's
offices on the Effective Date, (v) enters into a Change of Control transaction
and the successor corporation, if it is not the Company, does not assume (by law
or contract) the obligations of the Company hereunder, or (vi) does not offer to
renew this Agreement pursuant to Section 3 above. Good Reason shall not include
any isolated, insubstantial or inadvertent action that (i) is not taken in bad
faith, and (ii) is remedied by the Company within thirty (30) days of receiving
notice by You of such action. Good Reason shall only exist if You give written
notice to the Company that Good Reason exists within thirty (30) days following
the occurrence of the action upon which such Good Reason is based and specify
therein such action and, if such action is not cured as provided above, You
deliver your written resignation to the Board of Directors within five (5) days
following the date the cure periods expire.

                  G. Termination of employment by the Company upon sixty (60)
days written notice to You for any reason not defined in sub-sections A-F above.


                                      -3-


<PAGE>


         5.       Post Termination Payment Obligations.

                  A. If this Agreement terminates for any of the reasons set
forth in sub-sections 4A, 4B, 4C (except under the circumstances described in
Section 5D below), 4D or 4E of this Agreement, then You shall be entitled to
receive Your Base Salary through the termination date and any Bonus amounts you
would be entitled to under Section 2B and thereafter the Company shall have no
further obligations under this Agreement, but You shall continue to be bound by
Sections 7A, 7B and 7C, and all other post-termination obligations contained in
this Agreement.

                  B. If, within ninety (90) days following a Change of Control,
this Agreement terminates for the reasons set forth in sub-sections 4F or 4G of
this Agreement, then the Company shall pay You a separation payment equal to
twelve (12) months Base Salary in effect as of the date of termination, payable
over a period of twelve (12) months in accordance with the Company's normal
payroll practices (or at the election of the Company, payable as a lump sum
payment), and any prorated Bonus payments (to the extent earned by You prior to
Your termination date). However, notwithstanding the forgoing, if the aggregate
amounts payable to You pursuant to this Section 5B, together with any other
payments made to You or on Your behalf by the Company as a result of such Change
of Control, would cause You to receive aggregate "parachute payments" (as
defined in Section 280G(b)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code")) exceeding three (3) times Your "base amount" (as defined
in Section 280G(b)(3) of the Code), then the aggregate amounts payable to You
pursuant to this Section 5B shall be reduced until Your aggregate "parachute
payments" do not exceed three (3) times Your "base amount."

                  C. If this Agreement terminates for the reasons set forth in
sub-sections 4F or 4G of this Agreement (other than under the circumstances
described in Section 5B), then the Company shall pay You a separation payment
equal to Your Base Salary in effect as of the date of termination for twelve
(12) months, payable over a period of twelve (12) months in accordance with the
Company's normal payroll practices (or at the election of the Company, payable
as a lump sum payment), and any prorated Bonus payments (to the extent earned by
You prior to Your termination date).

                  D. If this Agreement terminates for the reason set forth in
sub-section 4C of this Agreement by reason of an injury which occurs in the
course of the performance of Your duties for the Company, then the Company shall
pay You a separation payment equal to three (3) months base salary in effect as
of the date of termination, less the monthly amount that you are entitled to
receive under any and all long-term and short-term disability insurance
policies, payable over a period of three (3) months in accordance with the
Company's normal payroll practices (or at the election of the Company, payable
as a lump sum payment).

                  E. The Company's obligations under sub-section 5C shall be
reduced by the aggregate amount of any compensation, equity, fees or other
consideration received by You in connection with any services performed by You
for any person or entity after the date of termination, regardless that such
services were rendered by You as a partner, shareholder, consultant, employee or
in any other manner whatsoever.

                  F. In the event that the term of this Agreement expires or
this Agreement terminates prior to expiration of the Employment Period, the
separation payments set forth in this Section 5 and the compensation received
during any notice periods shall constitute full satisfaction of the Company's
obligations under this Agreement. The Company's obligation to make the
separation payments contemplated in Sections 5A through 5D shall be conditioned
upon Your:

                           1. Execution of a Separation and Release Agreement in
                  a form prepared by the Company whereby You release the Company
                  from any and all liability and claims of any kind; and

                           2. Compliance with the restrictive covenants
                  (Sections 7A, 7B and 7C) and all post-termination obligations
                  contained in this Agreement.

                  The Company's obligation to make the separation payments set
forth in this Section 5 shall terminate immediately upon any breach by You of
any post-termination obligations to which You are subject.


                                      -4-

<PAGE>


         6.       Books and Records. You agree that all files, documents,
records, customer lists, books and other materials which come into Your use or
possession during the term of this Agreement and which are in any way related to
the Company's business shall at all times remain the property of the Company,
and that upon request by Company or upon the termination of this Agreement for
any reason, You shall immediately surrender to Company all such property and
copies thereof.

         7.       Restrictive Covenants. You acknowledge that the restrictions
contained in this Section 7 are reasonable and necessary to protect the
legitimate business interests of the Company, and will not impair or infringe
upon Your right to work or earn a living after Your employment with the Company
ends.

                  A. Trade Secrets and Confidential Information. You represent
and warrant that: (i) You are not subject to any agreement that would prevent
You from performing Your duties for the Company or otherwise complying with this
Agreement, and (ii) You are not subject to or in breach of any non-disclosure
agreement, including any agreement concerning trade secrets or confidential
information owned by any other party, which relate to any information you may
use in performing your duties for the Company or the observance of which would
impair your ability to perform your duties for the Company.

                  You agree that You will not: (i) use, disclose or reverse
engineer the Trade Secrets or the Confidential Information, except as authorized
by the Company; (ii) during Your employment with the Company, use or disclose
(a) any confidential information or trade secrets of any former employer or
third party, or (b) any works of authorship developed in whole or in part by You
during any former employment or for any other party, unless authorized in
writing by the former employer or third party; or (iii) upon Your resignation or
termination (a) retain Trade Secrets or Confidential Information, including any
copies existing in any form (including electronic form), which are in Your
possession or control, or (b) destroy, delete or alter the Trade Secrets or
Confidential Information without the Company's consent.

                  The obligations under this Section 7A shall: (i) with regard
to the Trade Secrets, remain in effect as long as the information constitutes a
trade secret under applicable law, and (ii) with regard to the Confidential
Information, remain in effect during the Restricted Period.

                  B. Non-Solicitation of Customers. During the Restricted
Period, You will not solicit any Customer of the Company for the purpose of
providing any goods or services competitive with the Business. The restrictions
set forth in this Section 7B apply only to the Customers with whom You had
Contact.

                  C. Non-Recruit of Employees. During the Restricted Period, You
will not, directly or indirectly, solicit, recruit or induce any Employee to (a)
terminate his or her employment relationship with the Company or (b) work for
any other person or entity engaged in the Business.

         8.       Work Product. Your employment duties may include inventing in
areas directly or indirectly related to the Business or to a line of business
that the Company may reasonably be interested in pursuing. All Work Product
shall constitute work made for hire and owned by the Company. If (i) any of the
Work Product may not be considered work made for hire, or (ii) ownership of all
right, title and interest to the legal rights in and to the Work Product will
not vest exclusively in the Company, then, without further consideration, You
hereby assign all presently-existing Work Product to the Company, and agree to
assign, and automatically assign, all future Work Product to the Company.

                  The Company will have the right to obtain and hold in its own
name copyrights, patents, design registrations, proprietary database rights,
trademarks, rights of publicity and any other protection available in the Work
Product. At the Company's request, You agree to perform, during or after Your
employment with the Company, any acts to transfer, perfect and defend the
Company's ownership of the Work Product, including, but not limited to: (i)
executing all documents (including a formal assignment to the Company) necessary
for filing an application or registration for protection of the Work Product (an
"Application"), (ii) explaining the nature of the Work Product to persons
designated by the Company, (iii) reviewing Applications and other related
papers, or (iv) providing any other assistance reasonably required for the
orderly prosecution of Applications.

                  You agree to provide the Company with a written description of
any Work Product in which You are involved (solely or jointly with others) and
the circumstances surrounding the creation of such Work Product.


                                      -5-

<PAGE>


         9.       Release. You consent to the Company's use of Your image,
likeness, voice or other characteristics in the Company's products or services.
You release the Company from any claims which You have or may have for right of
publicity, copyright infringement, or any other causes of action arising out of
the use, distribution, adaptation, reproduction, broadcast or exhibition of such
characteristics.

         10.      Post-Employment Disclosure. During the Restricted Period, you
will disclose that you have covenants (and the nature of those covenants) to
persons and/or entities to whom You provide goods and services. If, during the
Restricted Period, You provide services to another person or entity which
provides goods or services competitive with the goods or services provided by
the Company You shall provide the Company with such person or entity's name,
Your job title and a description of the services You will provide.

         11.      Injunctive Relief. You agree that if You breach Sections 7, 8,
9 and/or 10 of this Agreement: (i) the Company would suffer irreparable harm;
(ii) it would be difficult to determine damages, and money damages alone would
be an inadequate remedy for the injuries suffered by the Company, and (iii) if
the Company seeks injunctive relief to enforce this Agreement, You will waive
and will not (a) assert any defense that the Company has an adequate remedy at
law with respect to the breach, or (b) require that the Company submit proof of
the economic value of any Trade Secret or Confidential Information. Nothing
contained in this Agreement shall limit the Company's right to any other
remedies at law or in equity.

         12.      Severability. The provisions of this Agreement are severable.
If any provision is determined to be invalid, illegal or unenforceable, in whole
or in part, the remaining provisions and any partially enforceable provisions
shall remain in full force and effect.

         13.      Attorneys' Fees. In the event of litigation relating to this
Agreement, the prevailing party shall be entitled to recover attorneys' fees and
costs of litigation in addition to all other remedies available at law or in
equity.

         14.      Arbitration With Respect to Certain Matters. The parties agree
to submit to arbitration, in accordance with these provisions, any claim or
controversy arising from or related to the alleged breach of this Agreement,
provided that claims or disputes of the types described in Sections 7, 8, 9, 10
or11 above shall not be subject to this Section 14. The parties further agree
that, other than with respect to claims or disputes of the types described in
Section 11 above, the arbitration process agreed upon herein shall be the
exclusive means for resolving all disputes made subject to arbitration herein,
but that no arbitrator shall have authority to expand the scope of these
arbitration provisions. Any arbitration hereunder shall be conducted under the
Model Employment Procedures of the American Arbitration Association (AAA) and
the parties agree that the Federal Arbitration Act shall govern the proceedings.
Either party may invoke arbitration procedures herein by written notice for
arbitration containing a statement of the matter to be arbitrated. The parties
shall then have fourteen (14) days in which they may identify a mutually
agreeable, neutral arbitrator. After the fourteen (14) day period has expired,
the parties shall prepare and submit to the AAA a joint submission, with each
party to contribute half of the appropriate administrative fee. In the event the
parties cannot agree upon a neutral arbitrator within fourteen (14) days after
written notice for arbitration is received, their joint submission to the AAA
shall request a panel of nine arbitrators who are practicing attorneys with
professional experience in the field of employment law, and the parties shall
attempt to select an arbitrator from the panel according to AAA procedures.
Unless otherwise agreed by the parties, the arbitration hearing shall take place
in Atlanta, Georgia at a place designated by the AAA. All arbitration procedures
hereunder shall be confidential. The arbitrator shall have authority to include
all or any portion of costs of such arbitration in an award. The arbitrator
shall not have the power or authority to award indirect, special, incidental,
consequential, exemplary, or punitive damages. The arbitrator may include
equitable relief. Any arbitration awarded shall be accompanied by a written
statement containing a summary of the issues in controversy, a description of
the award, and an explanation of the reasons for the award. It is understood and
agreed by the parties that their agreements herein concerning arbitration do not
otherwise alter the terms and conditions of employee's employment as provided by
this agreement.

         15.      Waiver. Any Party's failure to enforce any provision of this
Agreement shall not act as a waiver of that or any other provision. Any Party's
waiver of any breach of this Agreement shall not act as a waiver of any other
breach.

         16.      Entire Agreement. This Agreement, including Exhibits A and B,
which are incorporated by reference, constitutes the entire agreement between
the Parties concerning the subject matter of this Agreement. This Agreement
supersedes any prior communications, agreements or understandings, whether oral
or written, between


                                      -6-

<PAGE>


the Parties relating to the subject matter of this Agreement. Other than terms
of this Agreement, no other representation, promise or agreement has been made
with You to cause You to sign this Agreement.

         17.      Amendments. This Agreement may not be amended or modified
except in writing signed by both Parties.

         18.      Successors and Assigns; Survival. This Agreement shall be
assignable to, and shall inure to the benefit of, the Company's successors and
assigns, including, without limitation, successors through merger, name change,
consolidation or sale of a majority of the Company's stock or assets, and shall
be binding upon You. You shall not have the right to assign Your rights or
obligations under this Agreement. The covenants and provisions contained in
Sections 5 through 23 of this Agreement shall survive cessation of Your
employment with the Company, regardless of the reason for cessation of Your
employment and regardless of who causes the cessation.

         19.      Governing Law. The laws of the State of Georgia shall govern
this Agreement. If Georgia's conflict of law rules would apply another state's
laws, the Parties agree that Georgia law shall still govern.

         20.      No Strict Construction. If there is a dispute about the
language of this Agreement, the fact that one Party drafted the Agreement shall
not be used in its interpretation.

         21.      Notice. Whenever any notice is required, it shall be given in
writing addressed as follows:

         To Company:                        Global Preferred Holdings, Inc.
                                            11315 Johns Creek Parkway
                                            Duluth, Georgia 30097
                                            Attn: Chief Executive Officer

         With a Copy to:                    Morris, Manning & Martin, LLP
                                            3343 Peachtree Road, NE, Suite 1600
                                            Atlanta, Georgia 30326
                                            Attn: Ward S. Bondurant, Esq.

         To employee:                       Caryl P. Shepherd
                                            3603 Brookefall Ct.
                                            Suwanee, Georgia 30024

         Notice shall be deemed given and effective three (3) days after the
deposit in the U.S. mail of a writing addressed as above and sent first class
mail, certified, return receipt requested, or when actually received. Either
Party may change the address for notice by notifying the other party of such
change in accordance with this Section.

         22.      Consent to Jurisdiction and Venue. You agree that any claim
arising out of or relating to this Agreement shall be (i) brought in the
Superior Court of Fulton County, Georgia, or (ii) brought in or removed to the
United States District Court for the Northern District of Georgia, Atlanta
Division. You consent to the personal jurisdiction of the courts identified
above. You waive (i) any objection to jurisdiction or venue, or (ii) any defense
claiming lack of jurisdiction or improper venue, in any action brought in such
courts.

         23.      Affirmation. YOU acknowledge that YOU HAVE carefully read this
Agreement, YOU know and understand its terms and conditions, and YOU HAVE had
the opportunity to ask the Company any questions YOU may have had prior to
signing this Agreement.



                         [SIGNATURES BEGIN ON NEXT PAGE]

                                      -7-



<PAGE>



                    [SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

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


                                 GLOBAL PREFERRED HOLDINGS, INC.:

                                 By: /s/ Edward F. McKernan
                                    -------------------------------------------
                                    Edward F. McKernan, Chief Executive Officer


                                 CARYL P. SHEPHERD:

                                 /s/ Caryl P. Shepherd
                                 -----------------------------------------------
                                 Caryl P. Shepherd


                                      -8-


<PAGE>


                                    EXHIBIT A

                                   DEFINITIONS

A.       "Business" shall mean the business of providing reinsurance for life
         insurance and annuities.

B.       "Change of Control" is used herein as defined in the Company's Stock
         Incentive Plan.

C.       "Company" means Global Preferred Holdings, Inc., its parents,
         subsidiaries, affiliates and all related companies, as well as their
         respective officers, directors, shareholders, employees, agents and any
         other representatives.

D.       "Confidential Information" means information of the Company, to the
         extent not considered a Trade Secret under applicable law, that (i)
         relates to the Business, (ii) possesses an element of value to the
         Company, (iii) is not generally known to the Company's competitors, and
         (iv) would damage the Company if disclosed. Confidential Information
         includes, but is not limited to, (i) future business plans, (ii) the
         description, schematic or design of products or future products of the
         Company, (iii) advertising or marketing plans, (iv) information
         regarding independent contractors, employees, clients and customers of
         the Company, and (v) information concerning the Company's financial
         structure and methods and procedures of operation. Confidential
         Information shall not include any information that (i) is or becomes
         generally available to the public other than as a result of an
         unauthorized disclosure, (ii) has been independently developed and
         disclosed by others without violating this Agreement or the legal
         rights of any party, or (iii) otherwise enters the public domain
         through lawful means.

E.       "Contact" means any interaction between You and a Customer, which (i)
         takes place in an effort to establish, maintain, and/or further a
         business relationship on behalf of the Company and (ii) occurs during
         the last year of Your employment with the Company (or during Your
         employment if employed less than a year).

F.       "Customer" means any person or entity to whom the Company has sold its
         products or services, or solicited to sell its products or services.

G.       "Employee" means any person who (i) is employed by the Company at the
         time Your employment with the Company ends, (ii) was employed by the
         Company during the last year of Your employment with the Company (or
         during Your employment if employed less than a year), or (iii) is
         employed by the Company during the Restricted Period.

H.       "Qualified Public Offering" is a firm commitment underwritten public
         offering of common stock completed by the Company before December 31,
         2003.

I.       "Restricted Period" means the time period during Your employment with
         the Company, and for one year after Your employment with the Company
         ends.

J.       "Trade Secrets" means information of the Company, and its suppliers,
         clients and customers, without regard to form, including, but not
         limited to, technical or non-technical data, formula, pattern,
         compilation, program, device, method, technique, drawing, process,
         financial data, financial plans, product plans, or lists of actual or
         potential customers or suppliers which is not commonly known by or
         available to the public and which information (i) derives economic
         value, actual or potential, from not being generally known to, and not
         being readily ascertainable by proper means by, other persons who can
         obtain economic value from its disclosure or use, and (ii) is the
         subject of efforts that are reasonable under the circumstances to
         maintain its secrecy.

K.       "Work Product" means (a) all ideas, concepts, marketing strategies,
         management techniques, product development, methods, designs, analyses,
         drawings, reports, and/or works of authorship, including but not
         limited to, discoveries, ideas, concepts, properties, formulas,
         compositions, methods, programs, procedures, systems, techniques,
         products, improvements, innovations, writings, pictures, audio, video,
         images of You, and artistic works and (b) any subject matter protected
         under patent, copyright, proprietary database,


                                      -9-

<PAGE>


         trademark, trade secret, rights of publicity, confidential information,
         or other property rights, including all worldwide rights therein, that
         is or was conceived, created or developed in whole or in part by You
         while employed by the Company and that either (i) is created within the
         scope of Your employment, (ii) is based on, results from, or is
         suggested by any work performed within the scope of Your employment and
         is directly or indirectly related to the Business or a line of business
         that the Company may reasonably be interested in pursuing, (iii) has
         been or will be paid for by the Company, or (iv) was created or
         improved in whole or in part by using the Company's time, resources,
         data, facilities, or equipment.


                                      -10-


<PAGE>


                                    EXHIBIT B

            CHIEF ACCOUNTING OFFICER/CONTROLLER AND A VICE PRESIDENT


POSITION RESPONSIBILITIES:

Coordinate the daily financial business of the Company. The actions and
decisions of the Chief Accounting Officer and Controller shall reflect good
professional conduct and good communication in relationship to all employees and
the profitable operation of the Company.

Assist Chief Financial Officer in developing the annual budget of the Company.

On a monthly basis, work with the bookkeeper, and accountant(s) to provide the
Chief Financial Officer and Board of Directors with complete financial data of
the Company to include accurate information statement, balance sheet and other
relevant financial data as requested by the Board.

Prepare and maintain corporate records for periodic, spot audits by Company.

Oversee the financial management of the Company, keep accurate records, and
perform those functions necessary for the orderly operation of the Company.

Adhere to all federal and local laws as they relate to the operation of the
Company, including adherence to accounting principals generally accepted in the
United States of America.

Perform other duties as assigned by Chief Financial Officer or such other
executive as may be designated by the Chief Executive Officer or Board of
Directors of Company, from time to time.



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