SURETY HOLDINGS CORP
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>c26627_ex10-3.txt
<TEXT>

EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT


       EMPLOYMENT AGREEMENT dated as of December 1, 2002
among  Millennium  Sports &  Entertainment,  Inc., a Delaware  corporation  (the
"Company"), and Michael Radcliffe an individual (the "Employee").

                                   WITNESSETH

       WHEREAS, the Company desires,  effective as of the date hereof, to employ
the Employee as subject to the terms and conditions set forth here; and

       WHEREAS,  the Employee desires to accept such employment  subject to such
terms and conditions.

       NOW,  THEREFORE,   in  consideration  of  the  mutual  provisions  herein
contained, the Employee and the Company agree as follows:

                                    AGREEMENT

       1.     EMPLOYMENT.    The   Company    hereby    employs   the   Employee
as_____________________,  or such other key  office as the Board may elect,  and
the  Employee  accepts  such  employment,  upon the  terms  and  subject  to the
conditions hereinafter set forth.

       2      TERM.

       (a)    The   Employee's    employment    pursuant   to   this   Agreement
("Employment")  shall commence as of December 1, 2002 and shall continue through
November 30, 2003 (such date, or any later date through which this Agreement has
been renewed, the "Expiration Date"),  subject to termination under Section 8 or
Section 9.

       (b)    This Agreement and the Employee's  employment shall  automatically
be renewed for a one (1) year period upon the Expiration  Date,  unless at least
30 days prior to the Expiration Date (or prior to such  anniversary) the Company
has notified the Employee in writing that it elects not to renew this Agreement.

       3      CAPACITY AND SERVICES.

       (a)    The  Employee  shall  assume such  responsibilities,  perform such
duties and have such  authority as befits his positions or may from time to time
be assigned or delegated by the Board.  In performing  his duties,  the Employee
shall fully and faithfully perform services and discharge

                                      -1-
<PAGE>


his duties for the Company consistent with the position of                     ,
or such other similar office as the Board may designate.

       (b)    As an employee of the Company, substantially all of the Employee's
efforts and  responsibilities  shall relate to the  operation of the business of
the Company.  The Employee shall report to and work closely with such persons as
the Board may designate from time to time.

       (c)    The  Employee  shall  devote  his  entire  time,  attention  and a
substantial  part of his business time and energies to his duties  hereunder and
shall use his best efforts, skills and abilities to promote the interests of the
Company.  The  Employee  shall not engage in any  business  activities  that are
directly or indirectly competitive with any business conducted by the Company or
any of its affiliates.  Without in any way limiting the foregoing,  the Employee
shall not,  without the prior  written  consent in each instance of the Company,
directly  or  indirectly  perform  services  of  a  business,   professional  or
commercial  nature  for any  person or  entity,  for  compensation  or  deferred
compensation,  which will in any way interfere with the  Employee's  obligations
under this Agreement.


       4.     BASE SALARY,  BONUSES AND BENEFITS.  The Company shall pay and the
Employee  shall  accept for the services to be rendered  hereunder  compensation
consisting solely of the following:

       (a)    During the period of his employment, the Employee shall receive an
annual base salary (the "Base Salary") of EIGHTY THOUSAND DOLLARS ($80,000.00).

       (b)    During  the  period  of his  employment,  the  Employee  shall  be
entitled to participate  in the Company's  group health  insurance  coverage and
such other fringe benefits as the Company  generally  provides from time to time
to  employees  with  positions  and  responsibilities  similar  to  those of the
Employee such as the Chief Operating  Officer and the Chief  Financial  Officer.
The Company reserves the right to modify such group health insurance coverage or
benefits for such employees generally.

       (c)    Employee  may  receive  bonuses  as  approved  by the Board in the
Board's discretion.

       5.     SHARES.

       The Employee shall immediately  receive 5,000 restricted shares of Surety
Holdings Corp., the parent Company of Millennium  Sports & Entertainment,  Inc.,
and shall receive an additional 11,666 restricted shares in the event Millennium
Sports & Entertainment,  Inc. attains total revenues of $1,000,000.00  not later
than March 31, 2003. The Company shall file a registration statement pursuant to
Form S-8 for each issuance of such shares.

       6      CERTAIN  EXPENSES  INCIDENT TO  EMPLOYMENT.  The Company agrees to
reimburse the Employee:

                                      -2-
<PAGE>


       (i)    in accordance with its normal policy and practices,  for all other
       authorized,   approved  and  reasonable   travel  or  other  expenses  or
       disbursements  incurred or made by him in connection with the performance
       of the Employee's duties under this Agreement;

       (iii)  for the cost of one cellular  telephone  and related costs related
       to performing his duties hereunder.

       7.     DEATH OR DISABILITY.

       "Disability"  shall mean a physical or mental  incapacity of the Employee
which has prevented him from  effectively  performing his duties for ninety (90)
days,  whether or not consecutive,  out of any twelve (12)  consecutive  months.
Notwithstanding anything else in this Agreement, the Employee's employment shall
terminate  upon the  Employee's  death.  The Company may elect to terminate  the
Employee's  employment  upon the  Employee's  disability.  In the event that the
Employee's employment  terminates by reason of death or disability,  the Company
shall not have any further obligations or responsibilities  hereunder whatsoever
except (i) with respect to Base  Salary,  Bonuses and other  benefits  earned or
accrued through the date of  termination,  (ii) in the event of a termination by
reason of  disability,  the Employee will be entitled to receive his Base Salary
for three months after his  Employment  is  terminated or until such time as the
insurance provided for in Paragraph 5(d) begins to pay such benefits.

       8.     TERMINATION.

       (a)    The  Company  may  terminate  this  Agreement  and the  Employee's
employment by giving ten (10) days written notice thereof to the Employee in the
event that the Board  determines  that the Employee has (i) materially  breached
this  Agreement,  (ii)  repeatedly  refused to perform  required and  reasonable
services after written notice  thereof,  (iii) engaged in willful  misconduct or
committed  gross  negligence in connection with his employment or the affairs of
the  Company,  (iv)  violated  in a material  manner any  fiduciary  duty to the
Company, or (v) committed theft, fraud, embezzlement or dishonesty.

       (b)    The  Company  may,  with or  without  cause  or  reason  therefor,
terminate  this  Agreement  at any time and for any reason upon thirty (30) days
advance written notice to the other party.

       (c)    If, during the first year, the Company  terminates  this Agreement
under  Section  9(a),  the  Company  shall not have any further  obligations  or
responsibilities hereunder except with respect to Base Salary, Bonuses and other
benefits earned or accrued through the date of termination.

       (d)    If, during the second year, the Company  terminates this Agreement
under Section 9(b),  the Company shall be obligated to pay the Employee all Base
Salary,  Bonuses  and other  benefits  earned  or  accrued  through  the date of
termination,  and an  additional  lump sum  equivalent  to eight (8) weeks  Base
Salary.

                                      -3-
<PAGE>


       (e)    If the  Employee  breaches  this  Agreement  for any  reason,  the
Company shall not have any further obligations or responsibilities hereunder.

       9.     CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION.

       (a)    Employee acknowledges that as further inducement to the Company to
enter into this Agreement,  Employee wills execute a  Confidentiality  Agreement
and  Non-Competition   Agreement,   if  requested.   Employee's  breach  of  the
Confidentiality Agreement shall constitute a material breach of this Agreement.

       (b)    The Employee acknowledges the Company will suffer irreparable harm
if the provisions of the Confidentiality and Non-Competition Agreements and that
the  Company's  remedies at law for damages will be  inadequate  if the Employee
fails  to  comply  with  any  of  the  provisions  of  the  Confidentiality  and
Non-Competition  Agreements.  Accordingly,  the Employee agrees that the Company
shall be entitled to any appropriate legal, equitable or other remedy, including
preliminary and permanent  injunctive relief, in the event the Employee fails to
comply with said agreements.

       10.    AMENDMENTS. This Agreement constitutes the entire agreement of the
parties  and may be  modified,  amended or waived  only by  written  instruments
executed by the parties.

       11.    NO CONFLICT.  The Employee  represents and warrants to the Company
that he is not bound by any agreement or subject to any restriction  which would
interfere with or prevent his entering into or carrying out this Agreement.

       12.    BINDING EFFECT.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their  respective  legal  representatives,
heirs,  successors and assigns, except that the Employee shall not assign any of
his rights or delegate any of his duties under this Agreement  without the prior
express written consent in each instance of the Company.

       13.    GOVERNING LAW. This  Agreement  shall be governed and construed in
accordance with the laws of the State of New Jersey.

       14.    ARBITRATION.  Except as specifically provided for in this Section,
all  controversies,  claims  and  disputes  arising  out of or  relating  to the
Employee's rendering of services to the Company (including all federal and state
statutory  claims)  shall be subject to final and binding  arbitration  before a
single  arbitrator  in New  York,  New York in  accordance  with the  Commercial
Arbitration  Rules of the American  Arbitration  Association.  The costs of such
arbitration,  including the arbitrator's  fees, shall be allocated in the manner
determined by the arbitrator. Each party shall bear its own expenses,  including
attorneys'  fees and expert witness fees. The  arbitration  proceeding  shall be
deemed  to be an  arbitration  proceeding  specifically  enforceable  under  the
Federal  Arbitration  Act  and  any  other  applicable  law.  The  award  of the
arbitrator  may be  enforced in any court  having  competent  jurisdiction.  The
Company and the Employee shall

                                      -4-
<PAGE>


have no obligation to arbitrate disputes arising under Section 9 hereof, and may
enforce any of their  rights and remedies  with respect  thereto in any court of
competent jurisdiction.

       15.    SEVERABILITY.  If any part or provision of this Agreement shall to
any extent be invalid or  unenforceable,  the remainder of this Agreement  shall
not be effected  thereby and shall be valid and  enforced to the fullest  extent
permitted by law.

       16.    NO OTHER  AGREEMENTS.  This Agreement  shall supersede any and all
prior agreements between the parties hereto, and this Employment Agreement shall
be the only agreement between the parties with respect thereto.

       17.    NOTICES. All notices and other  communications  hereunder shall be
in  writing  and  shall be  given  by hand  delivery  to the  other  party or by
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed as follows:

IF TO THE EMPLOYEE, to him at:




IF TO THE COMPANY, to it at:




       19.    RIGHTS AND WAIVERS.  All rights and remedies of the parties hereto
are separate and cumulative, and no one of them, whether exercised or not, shall
be deemed to be to the  exclusion  of any other  rights or  remedies or shall be
deemed to limit or  prejudice  any other legal or  equitable  rights or remedies
that either of the parties hereto may or remedies  under this  Agreement  unless
such waiver is in writing and signed by such party.  No delay or omission on the
part of either party in exercising any right or remedy shall operate as a waiver
of such  right or remedy or any other  rights or  remedies.  A waiver on any one
occasion  shall not be construed as a bar to or waiver of any right or remedy on
any future occasion.

       IN WITNESS  WHEREOF,  the parties hereto,  intending to be legally bound,
have executed this Agreement as of the date from above written.

                                   MILLENNIUM SPORTS & ENTERTAINMENT, INC.

                                   By:   /S/ HOWARD R. KNAPP
                                         -------------------


                                   EMPLOYEE:
                                   /S/ MICHAEL RADCLIFFE
                                   ---------------------

                                      -5-

</TEXT>
</DOCUMENT>
