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                                                                   EXHIBIT 10.46

                              EMPLOYMENT AGREEMENT
                          (VICE PRESIDENT OF MARKETING)

         THIS EMPLOYMENT AGREEMENT (the "Agreement") by and between Global
Preferred Holdings, Inc. ("Company"), and Tom Bobowski ("You" or "Your", and
together with the Company, collectively referred to as the "Parties"), is
entered into and effective as of the 4th day of March, 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 Vice President of
Marketing, 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 Vice President of
                           Marketing 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 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 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.


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                  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 $122,000
                           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
                           12,500 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 March
                  3, 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;


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                  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.


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         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 three (3) months Base Salary in effect as of
                           the date of termination, 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), and any
                           prorated Bonus payments (to the extent earned by You
                           prior to Your termination date). For each month of
                           service after three months, the forgoing separation
                           payment shall be increase by one month Base Salary,
                           with a maximum 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). 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 three (3)
                           months, 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), and any prorated Bonus
                           payments (to the extent earned by You prior to Your
                           termination date). For each month of service after
                           three months, the forgoing separation payment shall
                           be increase by one month Base Salary, with a maximum
                           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).

                  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, 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), less the monthly
                           amount that you are entitled to receive under any and
                           all long-term and short-term disability insurance
                           policies, payable in accordance with the Company's
                           normal payroll practices (or at the election of the
                           Company, payable as a lump sum payment). For each
                           month of service after three months, the forgoing
                           separation payment shall be increase by one month
                           Base Salary, with a maximum 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).

                  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.


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                  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.

         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.


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         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.

         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


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                  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 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.


                                     - 7 -
<PAGE>

         To employee:                       Tom Bobowski
                                            135 Grand Avenue
                                            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]


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<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

                                       TOM BOBOWSKI



                                       /s/ Tom Bobowski
                                       ----------------------------------------
                                       Tom Bobowski


                                     - 9 -
<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


                                     - 10 -
<PAGE>

         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, 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.


                                     - 11 -
<PAGE>

                                    EXHIBIT B

                           VICE PRESIDENT OF MARKETING

POSITION RESPONSIBILITIES:

Report to the Chief Executive Officer on a monthly basis or as otherwise
requested.

Establish and implement a company marketing strategy to target and develop new
business. The actions and decisions of the Vice President of Marketing shall
reflect good professional conduct and good communication in relationship with
all customers and employees, and the profitable operation of the Company.

Identify key customers to target marketing efforts.

Develop and present marketing and project proposals to existing and prospective
customers of the Company.

Assist in the development of an annual marketing budget of the Company, and
adhere to the budget at all times.

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


                                     - 12 -