INSPIRE INSURANCE SOLUTIONS INC
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>17
<FILENAME>ex10-19.txt
<TEXT>
                                                             Exhibit 10.30

                              EMPLOYMENT AGREEMENT


THIS EMPLOYMENT  AGREEMENT (this  "Agreement made and entered into this 18th day
of October 2001, to be effective on October 18, 2001 ("Effective  Date"), by and
between INSpire Insurance Solutions, Inc., a Texas corporation ("Employer"), and
Richard J. Marxen, a resident of Texas ("Employee").

                                   WITNESSETH:

WHEREAS, Employer is a corporation engaged in business in the State of Texas and
throughout the United States;  WHEREAS,  Employer  desires to employ Employee in
the capacity of Chief  Executive  Officer and President stems upon the terms and
conditions hereinafter set forth; and

WHEREAS,  Employee  agreeing to enter into this  Agreement  with  respect to his
Services  employment  and services  upon terms and  conditions  hereinafter  set
forth.

          NOW,   THEREFORE  in   consideration   of  the  mutual  covenants  and
obligations  contained  herein,  Employer  hereby employs  Employee and Employee
hereby accepts such  employment  upon the terms and conditions  hereinafter  set
forth:

          1 . Term of  Agreement.  The  term of this  Agreement  shall  begin on
October 18th 2001. The Agreement can be terminated as set forth in Section 8.

          2. Duties of  Employee.  Employee  agrees that during the term of this
Agreement,  he will  devote his full  professional  and  business-related  time,
skills and best efforts to the businesses of Employer in the capacity of CEO and
President or such other  capacity as Employer  and  Employee may agree upon.  In
addition,  Employee  shall devote all necessary time and his best efforts in the
performance  of any other  duties as may be assigned to him from time to time by
the Board of Directors  of Employer  including,  but not limited to,  serving on
Employer's  Board of  Directors  if  elected.  Employee  shall  devote  his full
professional  and  business  skills to Employer  as his primary  responsibility.
Employer  shall take such  action as may be  necessary  to cause  Employee to be
appointed  to the Board of  Directors  of the Company  (and to any  executive or
similar  committees  thereof) and to have Employee nominated for election to the
Board of  Directors  to serve as a director  during  each year of  Employee  may
engage in personal,  passive investment  activities  provided such activities do
not  interfere  with the  performance  of his duties  hereunder  and violate the
noncompetition and nondisclosure provisions set forth herein.

          3. Compensation.

                    (a) Base Salary.  Employer shall pay Employee a monthly base
          salary of twenty seven  thousand and eighty  three  dollars  ($27,083)
          which  equates to  $325,000.00  per annum.  Such base  salary  will be
          adjusted  from time to time in accordance  with then current  standard
          salary administration guidelines of Employer.  Employee's salary shall
          be subject to all appropriate  federal and state withholding taxes and
          shall be payable in accordance  with the normal payroll  procedures of
          Employer.  Employee  shall also  receive a monthly  car  allowance  of
          $1000.  Such  car  allowance  may be  adjusted  from  time  to time in
          accordance with the then standard practice.

                    (b) Annual  Bonus.  In  addition  to the salary set forth in
          Section 3(a) hereof,  Employee  shall be entitled to  participate in a
          bonus  incentive  plan  based on  individual  contribution  and  shall
          receive a pro-rata  share for the  period  ending  12/31/01.  Employer
          agrees that the Bonus Plan shall not be terminated  by Employer  prior
          to the  termination of this Agreement.


                    (c) Stock Options.  Employee will receive an equity position
          of 800,000 stock options,  under an incentive plan.  Employee shall be
          granted stock options for shares of common stock of Employer  pursuant
          to the terms of a Stock Option  Agreement  granted under the MiliRisk,
          Inc.  1997 Stock  Option  Plan,  as amended,  a copy of which has been


<PAGE>

          provided to Employee.  All options will vest upon attaining the strike
          price.  (Strike price will be re-calculated  within sixty (60) days of
          the reverse split)
<TABLE>
<CAPTION>


                           Tier 1       Tier 2       Tier 3       Tier 4       Tier 5       Tier 6        Tier 7
        --------------- ------------- ------------ ------------ ------------ ------------ ------------ -------------
        <S>             <C>           <C>          <C>          <C>          <C>          <C>          <C>

        Shares          200,000       100,000      100,000      100,000      100,000      100,000      100,000
        --------------- ------------- ------------ ------------ ------------ ------------ ------------ -------------
        Strike Price    Market        1.50         2.5          3.5          4.5          5.5          6.5
        --------------- ------------- ------------ ------------ ------------ ------------ ------------ -------------
        Vesting         Immediate     Immediate    Immediate    Immediate    Immediate    Immediate    Immediate
        --------------- ------------- ------------ ------------ ------------ ------------ ------------ -------------

</TABLE>

          4. Fringe  Benefits.  The terms of this Agreement  shall not foreclose
Employee  from  participating  with other  employees  of Employer in such fringe
benefit or incentive  compensation  plans as may be authorized  and adopted from
time to time by Employer; provided, however, that Employee must meet any and all
eligibility   provisions   required  under  said  fringe  benefit  or  incentive
compensation  plans.  Employee  may be granted  such other  fringe  benefits  or
perquisites as Employee and Employer may from time to time agree upon.

          5.  Vacations.  Employee  shall  be  entitled  to the  number  of paid
vacation  days in each  calendar  year as shall be  determined  by the  Board of
Directors of Employer from time to time. In no event, however, shall Employee be
entitled to less than four weeks paid vacation during each calendar year.


          6. Reimbursement of Expenses.  Employer  recognizes that Employee will
incur  legitimate  business  expenses  in the course of  rendering  services  to
Employer  hereunder.   Accordingly,  Employer  shall  reimburse  Employee,  upon
presentation of receipts or other adequate documentation,  for all necessary and
reasonable  business  expenses  incurred by Employee in the course of  rendering
services to Employer under this Agreement.

          7. Working Facilities.  Employee shall be furnished an office and such
other  facilities  and  services  suitable to his  position and adequate for the
performance  of his  duties,  which  shall be  consistent  with the  policies of
Employer.

          8.  Termination.  The  employment  relationship  between  Employee and
Employer created hereunder shall terminate upon the occurrence of any one of the
following events:


          (a) Death or Permanent  Disability.  The death or permanent disability
of Employee.  For the purpose of this Agreement,  the "permanent  disability" of
Employee shall mean Employee's  inability,  because of his injury,  illness,  or
other incapacity (physical or mental), to perform the essential functions of the
position  contemplated  herein,  with or  without  reasonable  accommodation  to
Employee  with  respect  to such  injury,  illness  or other  incapacity,  for a
continuous  period of 150 days or for 180 days out of a continuous period of 360
days.  Such permanent  disability  shall be deemed to have occurred on the 150th
consecutive  day or on the 180th day within the specified  period,  whichever is
applicable.

          (b) Termination for Cause. The following events, which for purposes of
this Agreement shall constitute "cause" for termination:

          (1) The willful breach by Employee of any provision of Sections 2, 11,
12, or 13 hereof  (including  but not  limited  to a  refusal  to follow  lawful
directives  of the Board of Directors  of Employer)  after notice to Employee of
the particular  details thereof and a period of 10 days thereafter  within which
to cure such breach and the failure of Employee to cure such breach  within such
10 day period;

          (2) Any act of fraud,  misappropriation  or  embezzlement  by Employee
with respect to any aspect of Employer's business;

<PAGE>

          (3) The  illegal  use of drugs  by  Employee  during  the term of this
Agreement  that,  in the  determination  of the Board of  Directors of Employer,
substantially interferes with Employee's performance of his duties hereunder;

          (4) Substantial failure of performance by Employee that is repeated or
continued  after 30 day written  notice to Employee of such  failure and that is
reasonably  determined  by the Board of Directors  of Employer to be  materially
injurious to the  business or  interests  of Employer  and which  failure is not
cured by Employee within such 30 day period; or

          (5) Conviction of Employee by a court of competent  jurisdiction  of a
felony or of a crime involving moral turpitude.

          Any notice of discharge shall describe with reasonable specificity the
cause or causes for the  termination  of Employee's  employment,  as well as the
effective date of the termination  (which effective date may be the date of such
notice). If Employer terminates Employee's employment for any of the reasons set
forth above, Employer shall have no further obligations hereunder from and after
the effective date of termination (other than as set forth below) and shall have
all other rights and remedies available under this or any other agreement and at
law or in equity.

          (c)  Termination by Employee with Notice.  Employee may terminate this
Agreement without liability to Employer arising from the resignation of Employee
upon six (6) months written notice to Employer. Employer retains the right after
proper notice of Employee's  voluntary  termination to require Employee to cease
employment immediately;  provided, however, in such event, Employer shall remain
obligated to pay Employee his salary  during the six (6) months  notice  period.
During such six (6) months notice period, Employee shall provide such consulting
services  to  Employer  as Employer  may  reasonably  request  and shall  assist
Employer  in training  his  successor  and  generally  preparing  for an orderly
transition.

          (d)  Termination by Employer with Notice.  Employer may terminate this
Agreement at any time upon six (6) months written notice to Employee;  provided,
however, upon such notice Employee shall not be required to perform any services
for  Employer  other than  during  the  period of three (3)  months  immediately
following  the receipt of such notice of  termination  in which  Employee  shall
assist Employer in training his successor and generally preparing for an orderly
transition.

         9.  Compensation Upon Termination.

          (a) General.  Upon the termination of Employee's employment under this
Agreement  before the  expiration  of the  stated  term  hereof for any  reason,
Employee  shall be  entitled to  compensation  as set forth in Section 8 (i) the
salary earned by him before the effective  date of  termination,  as provided in
Section 3(a) hereof, prorated on the basis of the number of full days of service
rendered by Employee during the year to the effective date of termination,  (ii)
any accrued, but unpaid,  vacation or sick leave benefits,  (iii) any authorized
but  unreimbursed  business  expenses,  and (iv) any accrued,  but unpaid annual
bonus.

          (b)  Termination  For Other Than  Cause.  If such  termination  is the
result of the  discharge  of Employee by Employer  for any reason other than (i)
his death or  permanent  disability,  (ii) by Employer  or Employee  with notice
pursuant to Section 8(d) or 8(c),  respectively,  or (iii) for cause (as defined
in Section  8(b)  hereof),  then  Employee  shall not be  entitled  to receive a
severance payment.

          (c) Termination For Cause. If the employment relationship hereunder is
terminated by Employer for cause (as defined in Section 8(b)  hereof),  Employee
shall not be  entitled  to any  severance  compensation,  except as  provided in
Section 9(a) above.

          (d)   Termination   by  Employer  with  Notice.   If  the   employment
relationship  is  terminated  by Employer  other than for cause or the permanent
disability  of  Employee,  then  Employee  shall be  entitled  to  receive  as a
severance  payment and as  compensation  for all  services  performed  hereunder
pursuant  to Section  8(d) hereof an amount  equal to the salary  that  Employee
would have received for the  remainder of the term of this  Agreement or six (6)
months,  whichever is less, in accordance  with the regular  payroll  periods of
Employer during the applicable period.

<PAGE>

          (e)   Termination   by  Employee  with  Notice.   If  the   employment
relationship  is  terminated by Employee  pursuant to the  provisions of Section
8(c) hereof, Employee shall be entitled to receive as a severance payment and as
compensation  for all  services  performed  hereunder  pursuant to Section  8(c)
hereof the salary that  Employee  would have  received for the  remainder of the
term of this Agreement or six (6) months,  whichever is less, in accordance with
the regular payroll period of Employer during the applicable period.

          (f)  Survival.  The  provisions  of  Sections 9, 11, 12, and 13 hereof
shall survive the termination of the employment  relationship hereunder and this
Agreement to the extent necessary or reasonably appropriate to effect the intent
of the parties hereto as expressed in such provisions.

          10. Other Agreements. This Agreement shall be separate and apart from,
and  shall  be  deemed  to  alter  the  terms  of,  any  executive  compensation
agreements,   deferred  compensation  agreements,   bonus  agreements,   general
employment  benefits plans, stock option plans and any other plans or agreements
entered into between  Employee and Employer  pursuant to which Employee has been
granted specific rights, benefits or options.

          11. Noncompetition.  Employer agrees that employee upon termination of
this  agreement   shall  have  the  right  to  pursue  any  and  all  employment
opportunities  whether  directly  or  indirectly  related  to  the  business  of
employer.

          12.  Confidential  Data.  Employee  further  agrees  that,  during his
employment  with  Employer and  thereafter,  he will keep  confidential  and not
divulge  to  anyone,  disseminate  nor  appropriate  for his own  benefit or the
benefit of another any confidential  information described in Exhibit A attached
hereto and incorporated by reference herein (the "Confidential Data").  Employee
hereby  acknowledges  and agrees that this  prohibition  against  disclosure  of
Confidential  Data is in addition to, and not in lieu of, any rights or remedies
that Employer may have available  pursuant to the laws of any jurisdiction or at
common law to prevent the  disclosure of trade secrets,  and the  enforcement by
Employer  of its rights and  remedies  pursuant to this  Agreement  shall not be
construed  as a waiver of any other  rights or  available  remedies  that it may
possess in law or equity absent this Agreement.

          13. Nonsolicitation of Employees.  Employee covenants that, during his
employment  with  Employer  and for a period  of one (1)  year  from the date of
termination  of his  employment  with  Employer,  he will  not (i)  directly  or
indirectly induce or attempt to induce any employee of Employer to terminate his
or her  employment  or (ii) without  prior  written  consent of Employer,  offer
employment  either on behalf of himself or on behalf of any other  individual or
entity to any employee of Employer or to any terminated employee of Employer.

          14. Property of Employer. Employee acknowledges that from time to time
in the course of providing services pursuant to this Agreement he shall have the
opportunity to inspect and use certain  property,  both tangible and intangible,
of Employer  and  Employee  hereby  agrees that such  property  shall remain the
exclusive property of Employer,  and Employee shall have no right or proprietary
interest in such property,  whether tangible or intangible,  including,  without
limitation,  Employee's  customer and supplier lists,  contract forms,  books of
account, computer programs and similar property.

          15. Equitable  Relief.  Employee  acknowledges that the services to be
rendered  by  him  are  of  a  special,  unique,  unusual,  extraordinary,   and
intellectual character, which gives them a peculiar value, and the loss of which
cannot  reasonably or adequately be  compensated in damages in an action at law,
and that a breach by him of any of the  provisions  contained in this  Agreement
will cause Employer irreparable injury and damage. Employee further acknowledges
that he possesses  unique skills,  knowledge and ability and that competition by
him in violation of this Agreement or any other breach of the provisions of this
Agreement  would be  extremely  detrimental  to  Employer.  By  reason  thereof,
Employee  agrees  that  Employer  shall be  entitled,  in  addition to any other
remedies it may have under this Agreement or otherwise,  to injunctive and other
equitable relief to prevent or curtail any breach of this Agreement by him.
<PAGE>

          16.  "Change of Control".  In the event (each such event, a "Change of
Control")  Employer becomes a subsidiary of another  corporation or entity or is
merged or consolidated  into another  corporation or entity or substantially all
of the assets of Employer are sold to another  corporation or entity becomes the
owner of record  or  beneficially  of  securities  of  Employer  that  represent
thirty-three  and  one-third  percent (33 1/3%) or more of the  combined  voting
power of Employer's then outstanding securities entitled to elect Directors;  or
those  directors  nominated  by  the  original  Board  of  Directors  no  longer
constitute  a  majority,  then this is deemed to be a "Change of  Control";  all
options not vested at date of "change of Control" will immediately vest.

          17.  Successors  Bound.  This Agreement shall be binding upon Employer
and Employee, their respective heirs, executors, administrators or successors in
interest,  including without limitation,  any corporation,  partnership or other
entity acquiring control of Employer pursuant to Section 16 hereof.

          18.  Severability  and  Reformation.  The  parties  hereto  intend all
provisions of this Agreement to be enforced to the fullest  extent  permitted by
law.  If,  however,  any  provision  of this  Agreement  is held to be  illegal,
invalid,  or unenforceable  under present or future law, such provision shall be
fully  severable,  and this Agreement shall be construed and enforced as if such
illegal,  invalid, or unenforceable  provision were never a part hereof, and the
remaining  provisions  shall  remain in full  force and  effect and shall not be
affected  by  the  illegal,  invalid,  or  unenforceable  provision  or  by  its
severance.

          19.  Integrated  Agreement.  This  Agreement  constitutes  the  entire
Agreement  between the parties  hereto with regard to the subject matter hereof,
and there are no agreements,  understandings,  specific restrictions, warranties
or  representations  relating to said subject  matter  between the parties other
than those set forth herein or herein provided for.

          20. Attorneys' Fees. If any action at law or in equity,  including any
action for declaratory or injunctive  relief, is brought to enforce or interpret
the  provisions of this  Agreement,  the  prevailing  party shall be entitled to
recover reasonable  attorneys' fees from the nonprevailing party, which fees may
be set by the  court  in the  trial  of such  action,  or may be  enforced  in a
separate action brought for that purpose, and which fees shall be in addition to
any other relief which may be awarded.



          21.  Notices.  All  notices  and  other  communications   required  or
permitted to be given  hereunder shall be in writing and shall be deemed to have
been duly  given if  delivered  personally,  mailed by  certified  mail  (return
receipt  requested)  or sent by overnight  delivery  service,  cable,  telegram,
facsimile  transmission or telex to the parties at the following addresses or at
such other addresses as shall be specified by the parties by like notice: (a) If
to Employer:  INSpire Insurance  Solutions,  Inc. 300 Burnett Street Fort Worth,
Texas 76102-2799

(b)  If to Employee:                                 Richard J. Marxen
                                                     333 Throckmorton, #1104
                                                     Fort Worth, Texas

Notice so given shall,  in the case of notice so given by mail,  be deemed to be
given and  received on the fourth  calendar  day after  posting,  in the case of
notice so given by overnight  delivery  service,  on the date of actual delivery
and, in the case of notice so given by cable, telegram,  facsimile transmission,
telex or personal delivery,  on the date of actual  transmission or, as the case
may be, personal delivery.

          22. Further Actions.  Whether or not  specifically  required under the
terms of this  Agreement,  each party  hereto  shall  execute and  deliver  such
documents and take such further  actions as shall be necessary in order for such
party to perform all of his or its  obligations  specified  herein or reasonably
implied from the terms hereof.
<PAGE>

          23.  GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS,  OF THE STATE
OF TEXAS.

          24. Assignment.  This Agreement is personal to Employee and may not be
assigned in any way by Employee  without the prior written  consent of Employer.
This Agreement  shall not be assignable or delegable by Employer,  other than to
an affiliate  of Employer,  except if there is a Change of Control as defined in
Section 16,  Employer  may assign its rights and  obligations  hereunder  to the
person, corporation, partnership or other entity that has gained such control.

          25. Counterparts. This Agreement may be executed in counterparts, each
of which will take effect as an original and all of which shall evidence one and
the same Agreement.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.



                                    INSPIRE INSURANCE SOLUTIONS, INC.

                                    By:__________________________________
                                    Name:________________________________


                                    By:__________________________________

                                    Name:________________________________
                                            Chair, Compensation Committee



                                    Title:________________________________
                                    EMPLOYEE:
                                    ______________________________________
                                    Richard J. Marxen




<PAGE>




                                    EXHIBIT A
                            CONFIDENTIAL INFORMATION


          1. All  software/systems  (including  all present,  planned and future
software),  whether  licenses  or  unlicensed,  developed  by or on behalf of or
otherwise  acquired  by  INSpire  Insurance  Solutions,   Inc.  or  any  of  its
subsidiaries.

                  "All software/system" shall mean:

                    o         all code in whatever form
                    o         all data pertaining to the architecture and design
                              of such software systems
                    o         all documentation in whatever form
                    o         all flowcharts
                    o         any reproduction or recreation in whole or in part
                              of any of the above in whatever form.

         2.       All business plans and strategies including

                    o         strategic plans
                    o         product plans
                    o         marketing plans
                    o         financial plans
                    o         operating plans
                    o         resource plans
                    o         all research and  development  plans including all
                              data produced by such efforts.

          3. Internal  policies,  procedures,  methods and approaches  which are
unique to INSpire Insurance Solutions, Inc. and are not public.

          4. Any  information  relating to the employment,  job  responsibility,
performance,  salary  and  compensation  of any  present  or future  officer  or
employee of INSpire Insurance Solutions, Inc.

</TEXT>
</DOCUMENT>
