EXHIBIT 10.11

                              EMPLOYMENT AGREEMENT
                                 (FRED ZEIDMAN)

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the ____ day of _______________,  2004 (the "Effective Date"), by and between
CORPORATE  STRATEGIES,  INC.,  a  Delaware  corporation  ("Employer"),  and FRED
ZEIDMAN, an individual residing in Houston, Harris County, Texas ("Executive").

                              W I T N E S S E T H:

         WHEREAS,  Employer  and  Executive  desire to enter  into an  agreement
regarding  Executive's  employment  with  Employer  pursuant  to the  terms  and
conditions set forth herein;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein,  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  and intending to be
legally bound hereby, the parties covenant and agree as follows:

         1.       EMPLOYMENT.  Employer  hereby employs  Executive and Executive
hereby accepts employment with Employer on the terms and conditions set forth in
this Agreement.

         2.       TERM  OF  EMPLOYMENT.   The  term  of  Executive's  employment
hereunder (the "Term") shall commence as of September 1, 2004 (the "Commencement
Date") and shall  continue  (subject  to  extension  and  termination  by either
Employer or  Executive,  all as  hereinafter  provided) for an initial term (the
"Initial  Term")  expiring  on August  31,  2007 (the  "Expiration  Date").  The
Expiration  Date  shall,   unless  terminated  by  Employer  or  Executive,   be
automatically  extended  for  successive  one  (1)-year  periods  following  the
expiration  of the Initial Term.  If Employer  desires to terminate  Executive's
employment  under this Agreement at the end of the Initial Term or at the end of
any  succeeding  one (1)-year  term,  Employer shall give written notice of such
desire to  Executive at least  ninety (90) days prior to the  expiration  of the
Initial Term or any  succeeding  one  (1)-year  term.  If  Executive  desires to
terminate Executive's  employment under this Agreement at the end of the Initial
Term or at the end of any  succeeding one (1)-year  term,  Executive  shall give
written notice of such desire to Employer at least ninety (90) days prior to the
expiration  of the Initial  Term or any  succeeding  one (1)-year  term.  At the
expiration of the then-existing  term, Employer shall have no further obligation
to  Executive  other than  payment of any  earned  and  unpaid  Base  Salary (as
hereafter defined) under Section 3.a., any earned and unpaid Bonus (as hereafter
defined) under Section 3.b. and any earned but unpaid  commissions under Section
3.c., and Executive  shall have no further  obligation to Employer except as set
forth in Sections 8, 9 and 10. Notwithstanding anything in this Agreement to the
contrary,  Employer may,  during the first year of the Initial  term,  terminate
Executive without Cause (as defined in Section 5.e. hereof) by written notice to
Executive,  and in such event, Executive shall be entitled to receive any earned
and unpaid Base Salary under Section 3.a.  through the date of termination,  any
earned and unpaid  Bonus under  Section  3.b.  through the date of  termination,
earned  and  unpaid   commissions   under  Section  3.c.  through  the  date  of
termination,  and three (3) months of Base Salary  (payable  semi-monthly  as if
Employee  remained  employed  with  Employer  for  the  three  (3)-month  period
immediately subsequent to the termination date).


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         3.       COMPENSATION AND OTHER BENEFITS.

                  a.       As   compensation   for  all  services   rendered  by
Executive  in  performance  of  Executive's  duties or  obligations  under  this
Agreement,  Employer  shall pay Executive  the following  base salary (the "Base
Salary"):

         $87,600.00  per year plus  increases  effective  January 1 of each year
         commencing  January 1, 2006,  of no less than 5% of Base Salary or such
         greater amount as set by the Compensation Committee.

Executive's Base Salary shall be payable in equal  semi-monthly  installments or
in the manner  and on the  timetable  which  Employer's  payroll is  customarily
handled or at such  intervals as Employer and Executive  may hereafter  agree to
from time to time.

                  b.       In addition to receiving the Base Salary provided for
in Section 3.a., for the annual periods  commencing  January 1, 2005,  Executive
shall be entitled to a bonus of up to one hundred  percent (100%) of Executive's
Base Salary paid during such annual  period (the  "Bonus");  provided,  however,
Executive shall be entitled to such Bonus if, and only if, Executive has met the
performance criteria set by the Compensation Committee of the Board of Directors
of Employer (the "Compensation  Committee") for the applicable period. Executive
acknowledges  that the performance  criteria for Executive's  Bonus to be earned
for  each  annual  period  shall  be set on or  before  the  beginning  of  each
applicable annual period,  and Executive shall have the opportunity to meet with
and  discuss  such  criteria  with  the  Compensation  Committee  prior  to  the
finalization  of  such  criteria.  Upon  completion  of  the  criteria  for  the
applicable period,  such criteria shall be communicated to Executive in writing.
If Executive successfully meets the performance criteria established by Employer
(in the  reasonable  discretion of Employer),  Employer  shall pay Executive the
earned Bonus amount within thirty (30) days after the end of such annual period.

                  c.       In addition to receiving the Base Salary provided for
in Section 3.a. and the Bonus provided for in Section 3.b.,  Executive  shall be
entitled to receive fifty percent (50%) of consulting  fees received by Employer
from client of Employer for which  Executive  directly  provided the services or
for which  Employer is  responsible  for  supervising  the  consulting  services
provided by Employer.  Employer  shall pay to Executive any amounts earned under
this Section 3.c. on or before the  fifteenth  day after the month in which such
fees were received.

                  d.       Executive  shall  be  entitled  to be  reimbursed  by
Employer for all  reasonable  and  necessary  expenses  incurred by Executive in
carrying  out  Executive's  duties  under  this  Agreement  in  accordance  with
Employer's standard policies regarding such reimbursements.

                  e.       Beginning with the Commencement Date, Executive shall
be entitled during the Term, upon satisfaction of all eligibility  requirements,
if any, to participate  in all health,  dental,  disability,  life insurance and
other  benefit  programs now or hereafter  established  by Employer  which cover
substantially  all other of  Employer's  employees  and shall receive such other
benefits as may be approved from time to time by Employer.


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                  f.       During  each   twelve  (12)  month   period  of  this
Agreement,  Executive  shall be entitled to vacation as permitted by  Employer's
policies and practices. In addition, Executive shall be entitled to receive paid
holidays as enjoyed by all other employees of Employer.

                  g.       Upon the request of Executive after the date on which
the shares of Employer are traded on a publicly  recognized  stock  market,  the
Employer  shall (i) obtain and  maintain,  during the Term hereof,  officers and
directors  liability  insurance  covering  Executive in the amount of $5,000,000
containing  customary  terms and  conditions;  and (ii) to the extent  permitted
under  Employer's  articles of incorporation  and/or bylaws,  indemnify and hold
harmless the Executive from and against all costs (including  attorneys fees and
costs  of  suit),  losses,  liabilities  or cause of  action  arising  out of or
relating  to his  services  as Vice  Chairman,  President  and  director  of the
Employer.

         4.       DUTIES.

                  a.       Executive  is  employed to act as Vice  Chairman  and
President of Employer,  and to perform the duties and functions  that are normal
and customary to such position.

                  b.       Executive   agrees   that   during   the   period  of
employment, Executive shall devote full-time efforts to Executive's duties as an
employee of Employer and Executive shall use Executive's best efforts to perform
the duties of  Executive's  position in an efficient  and  competent  manner and
shall use Executive's  best efforts to promote the interests of Employer and any
affiliated companies.

                  c.       During the period of employment, Executive agrees not
to (i) solely or jointly  with  others  undertake  or join any  planning  for or
organization of any business activity  competitive with the business  activities
of Employer, and (ii) directly or indirectly, engage or participate in any other
activities in conflict with the best interests of Employer.

                  d.       Executive agrees that during the period of employment
Executive  shall refer to Employer all  opportunities  to which  Executive might
become exposed in carrying out Executive's duties and responsibilities hereunder
that relate to the Employer's business.

         5.       TERMINATION  OF  EMPLOYMENT.  Executive's  employment and this
Agreement  shall  terminate  upon the earliest to occur of any of the  following
events  (the  actual date of such  termination  being  referred to herein as the
"Termination Date"):

                  a.       The   expiration  or  termination  of  the  Agreement
pursuant to Section 2.

                  b.       Except as  provided  for in Section 2,  Employer  may
terminate  Executive's  employment  and this  Agreement  for Cause  (as  defined
below),   provided,   however,  that  Employer  may  not  terminate  Executive's
employment for Cause unless:


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                           (1)      No fewer  than  sixty (60) days prior to the
         date of termination (the actual date of such termination being referred
         to herein as "Date of Termination"),  the Employer  provides  Executive
         with  written  notice (the  "Notice of  Consideration")  of  Employer's
         intent to consider  termination  of  Executive's  employment for Cause,
         which  notice  shall  include a detailed  description  of the  specific
         reasons which form the basis for such consideration,  and shall specify
         a date and time for Executive to appear  before the Company's  Board of
         Directors to present  arguments and evidence on Executive's  own behalf
         with respect to the reasons for consideration  identified in the Notice
         of  Consideration  (which  date shall not be less than thirty (30) days
         after the date the Notice of  Consideration  is provided by Employer to
         Executive) (the "Consideration Date");

                           (2)      Executive  shall  have  the  opportunity  to
         appear  before the  Company's  Board of Directors on the  Consideration
         Date, with or without legal representation, at Executive's election, to
         present  such  arguments  and evidence on  Executive's  own behalf with
         respect to such reasons for consideration; and

                           (3)      Following the  presentation to the Company's
         Board of Directors as provided in Section  5.b.(2) above or Executive's
         failure to appear  before the Board of Directors  on the  Consideration
         Date,  Executive may be terminated  for Cause only if (x) the Company's
         Board of Directors,  by the affirmative vote of two-thirds (2/3) of the
         members of a quorum of the Board of  Directors  present at such meeting
         (excluding  Executive  if  Executive  is then a member  of the Board of
         Directors,  and any other member of the Board of  Directors  reasonably
         believed by the Board of Directors to be involved in the events leading
         the Board of Directors to terminate  Executive  for Cause),  determines
         that the actions or inactions  of Executive  specified in the Notice of
         Termination occurred,  that such actions or inactions constitute Cause;
         and (y) the  Company's  Board of Directors  provides  Executive  with a
         written  determination  (a "Notice of Termination  for Cause")  setting
         forth in specific  detail the basis of such  Termination of Employment,
         which  Notice of  Termination  for Cause shall be  consistent  with the
         reasons set forth in the Notice of  Consideration.  Unless the Employer
         establishes  both (i) its full  compliance  with  the  substantive  and
         procedural  requirements of this Section 5.b. prior to a termination of
         employment  for Cause,  and (ii) that  Executive's  action or  inaction
         specified  in the  Notice  of  Termination  for  Cause  did  occur  and
         constituted  Cause,  any  termination  of employment  shall be deemed a
         termination  by  Employer  without  Cause  for  all  purposes  of  this
         Agreement.

                           (4)      After  providing  a Notice of  Consideration
         pursuant to the provisions of Section 5.b.(1),  the Employer's Board of
         Directors  may,  by the  affirmative  vote of  two-thirds  (2/3) of the
         members of a quorum of the Board of  Directors  present at such meeting
         (excluding for this purpose Executive if he is a member of the Board of
         Directors,  and any other member of the Board of  Directors  reasonably
         believed by the Board of Directors to be involved in the events issuing
         the Notice of Consideration),  suspend Executive with pay until a final
         determination pursuant to this Section 5.b. has been made.


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                           (5)      After  receiving  a Notice of  Consideration
         pursuant to the provisions of Section 5.b.(1),  Executive may terminate
         this Agreement  without Good Reason with thirty (30) days prior written
         notice.

                           (6)      If  Executive's   employment  is  terminated
         under this Section 5.b., Executive shall be entitled to receive accrued
         but unpaid  compensation  set forth in Section  3.a.  and Section  3.b.
         hereof through the Termination Date.

                  c.       In the event of Executive's  death or disability of a
permanent nature rendering the Executive  unable to perform  Executive's  duties
hereunder  for a period of not less than ninety (90) days during any one hundred
eighty (180)  consecutive day period during the Term hereof,  Employer shall pay
to Executive or the estate of Executive, as applicable,  in the year of death or
disability,  compensation which would otherwise be payable to Executive pursuant
to Section 3 hereof up to (i) the end of the one hundred eighty (180) day period
following  death,  or (ii) the  expiration  of the one hundred  eighty (180) day
period  referred to above during which time the  Executive was unable to perform
Executive's duties hereunder to the extent described above.

                           (1)      The  Term  of  employment   shall  end  upon
         Executive's  death or the  expiration of such one hundred  eighty (180)
         day period and a  determination  by  Employer's  Board of  Directors of
         Employer that there is no reasonable  accommodation (within the meaning
         of the Americans with Disabilities Act) which would enable Executive to
         perform the  essential  functions of  Executive's  position  under this
         Agreement despite the existence of such disability.

                           (2)      For  purposes of this  Agreement,  Executive
         shall be deemed to be unable to perform  Executive's  duties  hereunder
         when the Board of Directors of Employer, upon the advice of a qualified
         physician  mutually  agreeable to the  Executive  (or, if  appropriate,
         Executive's  representative)  and the Board of  Directors  of Employer,
         shall have determined that Executive has become  physically or mentally
         incapable (excluding  infrequent and temporary absences due to ordinary
         illness) of performing Executive's duties under this Agreement.

                           (3)      Before  making  any   termination   decision
         pursuant to this Section 5.c., the Board of Directors of Employer shall
         determine  whether there is any  reasonable  accommodation  (within the
         meaning of the  Americans  with  Disabilities  Act) which would  enable
         Executive to perform the essential  functions of  Executive's  position
         under this Agreement  despite the existence of any such disability.  If
         such a reasonable  accommodation is possible,  Employer shall make that
         accommodation and shall not terminate Executive's  employment hereunder
         based on such disability.

                  d.       Except as set forth in Section 2 hereof, Employer may
terminate  Executive's  employment  without  Cause with  thirty  (30) days prior
written  notice and  Executive  may terminate  Executive's  employment  for Good
Reason (as hereinafter  defined) with thirty (30) days prior written notice.  In
either event,  Employer  shall pay  Executive any accrued but unpaid,  as of the
Termination Date, compensation under Sections 3.a., 3.b. and 3.c., plus all base
salary due for the remainder of the Term of the Agreement.


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                  e.       As used in this Agreement, "Cause" shall mean:

                           (1)      Any  embezzlement  or wrongful  diversion of
         funds of Employer or any affiliate of Employer by Executive;

                           (2)      Gross   malfeasance   by  Executive  in  the
         conduct of Executive's duties;

                           (3)      Material  breach of this  Agreement  and the
         failure to cure such breach; or

                           (4)      Gross  neglect by  Executive in carrying out
         Executive's duties.

                  f.       As used in this Agreement, "Good Reason" shall mean:

                           (1)      The failure of  Executive to be appointed or
         reappointed,  without  cause,  to the office of either Vice Chairman or
         President of Employer;

                           (2)      A material change by Employer of Executive's
         function,  duties or  responsibilities  that  would  cause  Executive's
         position  with  Employer  to  become of less  dignity,  responsibility,
         importance or scope from the position and attributes  thereof described
         in Section 4.a.; or

                           (3)      Any other material  breach of this Agreement
         by Employer  that remains  uncured for a period of at least thirty (30)
         days  following  written  notice  from  Executive  to  Employee of such
         alleged breach, which written notice describes in reasonable detail the
         nature of such alleged breach.

         6.       [INTENTIONALLY OMITTED]

         7.       INVENTIONS AND CREATIONS BELONG TO EMPLOYER.

                  a.       Any and all inventions, discoveries,  improvements or
creations  (collectively,  "Creations") which Executive has conceived or made or
may  conceive or make during the period of  employment  in any way,  directly or
indirectly,  connected with Employer's  Business shall be the sole and exclusive
property of Employer.  Executive agrees that all copyrightable  works created by
Executive or under Employer's  direction in connection with Employer's  Business
are  "works  made for  hire"  and  shall be the sole and  complete  property  of
Employer and that any and all copyrights to such works shall belong to Employer.
To the extent  any of the works  described  in the  preceding  sentence  are not
deemed to be "works made for hire,"  Executive  hereby  assigns all  proprietary
rights,  including  copyright,  in  these  works  to  Employer  without  further
compensation.


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<PAGE>


                  b.       Executive  further agrees to (i) disclose promptly to
Employer all such Creations which Executive has made or may make solely, jointly
or commonly with others during the period of employment to the extent  connected
with Employer's Business,  (ii) assign all such Creations to Employer, and (iii)
execute  and sign any and all  applications,  assignments  or other  instruments
which  Employer may deem  necessary in order to enable  Employer,  at Employer's
expense,  to apply  for,  prosecute  and  obtain  copyrights,  patents  or other
proprietary  rights in the United  States and foreign  countries  or in order to
transfer to Employer all right, title and interest in said Creations.

         8.       CONFIDENTIALITY;  OWNERSHIP OF INFORMATION.  Employer promises
that  Employer  will,  during the Term,  provide  Executive  with access to such
Confidential Information (as defined in Section 8.a.) owned by Employer and that
is used in the operation of Employer's Business as reasonably necessary to allow
Executive to perform Executive's  obligations hereunder.  Executive acknowledges
that Employer has agreed to provide Executive with a definite term of employment
and with access to such Confidential Information of Employer during that term of
employment.

                  a.       DEFINITION.   For   purposes   of   this   Agreement,
"Confidential  Information"  means any and all information  relating directly or
indirectly  to  Employer  that is not  generally  ascertainable  from  public or
published   information  or  trade  sources  and  that  represents   proprietary
information to Employer,  excluding, however, (i) Executives' business contacts,
(ii) information already known to Executive prior to Executive's employment with
Employer,  and  (iii)  information  required  to be  divulged  in any  legal  or
administrative   proceeding  in  which   Executive  is  involved.   Confidential
Information  shall  consist of, for example,  and not intending to be inclusive,
(A) software (source and object codes), algorithms, computer processing systems,
techniques,  methodologies,  formulae,  processes,  compilations of information,
drawings,  proposals,  job notes, reports,  records and specifications,  and (B)
information  concerning any matters relating to Employer's Business,  any of its
customers,  prospective customers, customer contacts, licenses, the arrangements
it  obtains  or has  with  its  clients,  or any  other  information  concerning
Employer's Business and Employer's goodwill.

                  b.       NO  DISCLOSURE.  During  the  Term  and at all  times
thereafter,  Executive  shall not  disclose  or use in any  manner,  directly or
indirectly, and shall use Executive's best efforts and shall take all reasonable
precautions  to prevent  the  disclosure  of,  any such  trade  secrets or other
Confidential  Information,  except to the extent  required in the performance of
Executive's  duties or  obligations  to Employer  hereunder or by express  prior
written consent of a duly authorized officer or director of Employer (other than
Executive).

                  c.       OWNERSHIP   OF   INFORMATION.    Such    Confidential
Information is and shall remain the sole and exclusive  property and proprietary
information  of Employer  or  Employer's  customers,  as the case may be, and is
disclosed  in  confidence  by Employer  or  permitted  to be acquired  from such
customers in reliance on  Executive's  agreement to maintain  such  Confidential
Information  in  confidence  and  not  to  use  or  disclose  such  Confidential
Information to any other person except in furtherance of Employer's Business.

                  d.       RETURN OF MATERIAL.  Upon the  expiration  or earlier
termination of this Agreement for any reason,  Executive shall  immediately turn
over to Employer all documents, disks or other magnetic media, or other material
in Executive's  possession or under Executive's  control that (i) may contain or
be derived from  Creations or  Confidential  Information,  or (ii) are connected
with or derived  from  Executive's  services to  Employer.  Executive  shall not
retain any  Confidential  Information  in any form (e.g.,  computer  hard drive,
microfilm, etc.) upon the expiration or earlier termination of this Agreement.


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         9.       NONCOMPETE;   WORKING  FOR  COMPETITOR.  In  consideration  of
Executive's  employment by Employer,  Executive will not, at any time during the
Term or, if Executive's  employment is terminated  pursuant to the provisions of
Section 5 (other than  Section  5.a.),  for a period of twelve (12) months after
the date of  termination,  directly  or  indirectly,  in any state in the United
States in which the Employer  provided  consulting  services  during the Term or
provides consulting services as of the date of termination,  for Executive's own
account  or on behalf  of any  direct  competitors  of  Employer,  engage in any
business or transaction the same or similar to Employer's  Business  (whether as
an employee,  employer,  independent contractor,  consultant,  agent, principal,
partner, stockholder,  corporate officer, director or in any other individual or
representative  capacity),  without the prior written consent of Employer, which
consent may be withheld by Employer in Employer's sole and absolute discretion.

         10.      NON-SOLICITATION  OF  EMPLOYEES.  During  the  Term  and for a
period of  twenty-four  (24) months after the date of termination of employment,
Executive  will not in any way,  directly or indirectly (i) induce or attempt to
induce any employee of Employer to quit employment with Employer; (ii) otherwise
interfere with or disrupt  Employer's  relationship  with its  employees;  (iii)
solicit,  entice or hire away any employee of  Employer;  or (iv) hire or engage
any  employee of Employer or any former  employee of Employer  whose  employment
with  Employer  ceased  less  than one year  before  the date of such  hiring or
engagement.  Executive acknowledges that any attempt on the part of Executive to
induce  others  to leave  Employer's  employ,  or any  effort  by  Executive  to
interfere with Employer's relationship with its other employees would be harmful
and damaging to Employer.

         11.      EXECUTIVE'S  ACKNOWLEDGEMENT.  It is the express  intention of
Executive  and  Employer  to comply  with  sections  15.50 et seq.  of the Texas
Business  and  Commerce  Code in  effect  as of the  date of  execution  hereof.
Executive stipulates that the provisions of this Agreement are not oppressive or
overly  burdensome to Executive and will not prevent  Executive  from earning an
income  following   termination  of  this  Agreement.   Executive  warrants  and
represents that:

                  a.       Executive   is   familiar   with    non-compete   and
non-solicitation covenants;

                  b.       Executive   has   discussed   or   acknowledges   the
opportunity to discuss the provisions of the  non-compete  and  non-solicitation
covenants contained herein with Executive's attorney and has concluded that such
provisions (including, without limitation, the right to equitable relief and the
length of time  provided  for  herein) are fair,  reasonable  and just under the
circumstances;

                  c.       Executive   is  fully   aware  of  the   obligations,
limitations  and liabilities  included in the  non-compete and  non-solicitation
covenants contained in this Agreement;

                  d.       The   scope  of   activities   covered   hereby   are
substantially  similar to those  activities  to be performed by Executive  under
this Agreement;


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<PAGE>


                  e.       The  non-compete  and  non-solicitation   periods  in
Section 9 and Section 10 are reasonable  restrictions,  giving  consideration to
the following  factors:  (1) Executive and Employer  reasonably  anticipate that
this Agreement,  although terminable under certain provisions,  will continue in
effect for sufficient  duration to allow Executive to attain superior bargaining
strength and an ability for unfair  competition  with  respect to the  customers
covered  hereby;  (2) the  duration  of such  non-compete  and  non-solicitation
periods is a  reasonably  necessary  period to allow  Employer  to  restore  its
position of equivalent  bargaining strength and fair competition with respect to
those customers  covered hereby;  and (3)  historically,  employees of all types
have  remained  with Employer for a duration of longer than the duration of such
non-compete and non-solicitation periods; and

                  f.       The  limitations  contained  in this  Agreement  with
respect to  geographic  area,  duration  and scope of activity  are  reasonable;
however,  if any court shall  determine  that the geographic  area,  duration or
scope  of  activity  of  any   restriction   contained  in  this   Agreement  is
unenforceable,  it is  the  intention  of  the  parties  that  such  restrictive
covenants set forth herein shall not thereby be terminated,  but shall be deemed
amended to the extent required to render such covenants valid and enforceable.

         12.      REMEDIES;  INJUNCTION.  In the event of a breach or threatened
breach by Executive of any of the provisions of this Agreement, Executive agrees
that  Employer,  in  addition  to and not in  limitation  of any  other  rights,
remedies or damages available to Employer at law or in equity, shall be entitled
to a permanent  injunction without the necessity of proving actual monetary loss
in order to prevent or restrain any such breach by  Executive or by  Executive's
partners,  agents,  representatives,  servants,  employees  and/or  any  and all
persons  directly or indirectly  acting for or with  Executive.  It is expressly
understood  between the parties that this injunctive or other  equitable  relief
shall not be Employer's  exclusive remedy for any breach of this Agreement,  and
Employer  shall be entitled to seek any other relief or remedy which it may have
by contract, statute, law or otherwise for any breach hereof.

         13.      NOTICES. Any notice, demand or request which may be permitted,
required  or  desired  to be given  in  connection  therewith  shall be given in
writing and directed to Employer and Executive as follows:

         If to Employer, at:       CORPORATE STRATEGIES, INC.
                                   1770 St. James Place, Suite 116
                                   Houston, Texas 77056
                                   Attention:  Chairman of the Board
                                   Facsimile No.:  (713) 586-6678


         or, if to Executive, at:  Mr. Fred Zeidman

                                   --------------------------------
                                   Houston, Texas ________

Notices shall be deemed properly  delivered and received when and if either: (i)
personally delivered; (ii) delivered by nationally-recognized overnight courier;
(iii) when deposited in the U.S. Mail, by registered or certified  mail,  return
receipt requested, postage prepaid; or (iv) sent via facsimile transmission with
confirmation  mailed by  regular  U.S.  mail.  Any party may  change  its notice
address for purposes hereof to any address within the continental  United States
by giving  written  notice of such change to the other  parties  hereto at least
fifteen days prior to the intended effective date of such change.


                                       9
<PAGE>


         14.      SEVERABILITY.  If any provision of this  Agreement is rendered
or declared  illegal or  unenforceable by reason of any existing or subsequently
enacted  legislation  or by  decree  of a court  of last  resort,  Employer  and
Executive  shall  promptly meet and negotiate  substitute  provisions  for those
rendered or declared illegal or unenforceable,  but all the remaining provisions
of this Agreement shall remain in full force and effect.

         15.      ASSIGNMENT.  This  Agreement  may not be assigned by any party
without the prior written consent of the other parties.

         16.      BINDING  AGREEMENT.  This Agreement  shall be binding upon and
shall inure to the benefit of the parties  hereto,  and their  respective  legal
representatives, heirs, successors and permitted assigns.

         17.      GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and
construed in accordance with the laws of the State of Texas.

         18.      AGREEMENT  READ,  UNDERSTOOD AND FAIR.  Executive and Employer
have  carefully  read and  considered all provisions of this Agreement and agree
that  all of the  restrictions  set  forth  are  fair  and  reasonable  and  are
reasonably required for the protection of their respective interests.

         19.      SUBJECT TO BOARD AND SHAREHOLDER  APPROVAL.  This Agreement is
subject  to  approval  of the Board of  Directors  of  Employer.  In  connection
therewith, Employer agrees to submit a unanimous written consent of the Board of
Directors  approving  such agreement on or before August 31, 2004, and to advise
Executive  promptly  following  such  meeting as to whether this  Agreement  was
approved.  In the event this  Agreement  is not approved on or before such date,
this  Agreement  shall be void and of no further  force or effect.  The  parties
agree that this  Agreement  shall be of no force and effect  unless and until it
has been approved by the Board and executed by both parties.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]


                                       10
<PAGE>


         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
____ day of _______________, 2004, effective as of the Effective Date.

                                                EMPLOYER:

                                                CORPORATE STRATEGIES, INC.

                                                By: /s/ Timothy J. Connolly
                                                   -----------------------------
                                                   Timothy J. Connolly, Chairman


                                                EXECUTIVE:

                                                /s/ FRED ZEIDMAN
                                                -------------------------------
                                                FRED ZEIDMAN





                                Signature Page to
                              Employment Agreement
                                 (Fred Zeidman)



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