EXHIBIT 10.3
                              EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement"), is made effective as of August 29,
2000, by and between UMDN, Inc. ("Union Members Discount  Network"),  and Starla
Keith.

1.       EMPLOYMENT.  UMDN. Inc. shall employ Starla Keith as a senior executive
officer with those rights,  powers and authorities generally associated with the
position of chief  financial  officer.  Starla Keith  accepts and agrees to such
employment,  subject  to the  general  advice  and  direction  of the  Board  of
Directors. Starla Keith agrees to perform faithfully,  industriously, and to the
best of his ability, experience, and talents, all of his services hereunder. Ms.
Keith shall also perform such other  duties as are  customarily  performed by an
employee in a similar position.

2.       COMPENSATION.  As compensation for the services  provided by under this
Agreement,  UMDN,  Inc.  will pay Starla  Keith a monthly  salary of  $10,000.00
payable in accordance with the company's usual payroll procedures.

3.       EXPENSE  REIMBURSEMENT.  UMDN,  Inc.  will  reimburse  Starla Keith for
"out-of-pocket"  expenses  incurred by him,  in  accordance  with the  company's
policies in effect from time to time.

4.       BENEFITS.  Starla  Keith  shall be  entitled  to  employment  benefits,
including  Insurance and Profit Sharing as provided by UMDN's policies in effect
from time to time.

5.       CONFIDENTIALITY.  UMDN, Inc.  recognizes that Starla Keith has and will
have  information  regarding  matters  such as trade  secrets,  customer  lists,
product design, and other vital information (collectively, "Information"), which
are valuable,  special, and unique assets of UMDN, Inc. Starla Keith agrees that
he will  not at any  time  or in any  manner,  either  directly  or  indirectly,
divulge,  disclose,  or communicate  in any manner any  Information to any third
party without the prior written  consent of the company.  Ms. Keith will protect
the  Information  and treat it as strictly  confidential.  A violation by Starla
Keith of this paragraph shall be a material violation of this Agreement and will
justify legal and/or equitable relief.

6.       TERM/TERMINATION.  Starla Keith's employment under this Agreement shall
be for the period of five (5) years.  This  Agreement  may be  terminated by the
mutual  agreement of Starla  Keith and the Union  Members  Discount  Network and
evidenced by written notice.  Union Members  Discount  Network may not terminate
this Agreement  unilaterally except for cause. If Union Members Discount Network
terminates this Agreement for cause, it shall do so by providing  written notice
to Ms. Keith. For purposes of this Agreement, "cause" means:




(A)      Ms. Keith's  conviction of a felony  involving  moral  turpitude  under
federal or state law;

(B)      Ms. Keith's failure to  perform (other  than as a result of Ms. Keith's
being disabled), in any material respect, any of his duties or obligations under
or in accordance with this Agreement and either (i) Ms. Keith fails to cure such
failure  within  thirty  business  days  following  receipt of notice from Union
Members  Discount  Network or (ii) if such failure by its nature cannot be cured
within such thirty business day period, Ms. Keith fails to commence to cure such
failure within such thirty business day period.

(C)      Ms. Keith  commits any  dishonest,  malicious or grossly  negligent act
which is materially  detrimental  to the business or reputation of Union Members
Discount Network,  provided,  however, Union Members Discount Network shall give
Ms. Keith written notice of the reason for the termination.

         Notwithstanding  the foregoing,  Ms. Keith may,  within thirty business
days  following  delivery  of  the  notice  of  termination  referred  to in the
preceding  paragraph,  by  written  notice  to the Board of  Directors  of Union
Members Discount Network,  cause the matter of the termination of his employment
by  Union  Members  Discount  Network  to be  discussed  at the  next  regularly
scheduled meeting of the Board of Directors or at a special meeting of the Board
of Directors  requested by a majority of the members of the  Company's  Board of
Directors who are not employees of the Company or any of its  subsidiaries.  Ms.
Keith shall be entitled to be present and to be  represented  by counsel at such
meeting which shall be conducted  according to a procedure deemed equitable by a
majority of the directors present.  If, at such meeting,  it shall be determined
that the employment of Ms. Keith has been terminated  without proper cause,  the
provisions of this Agreement  shall be reinstated with the same force and effect
as if the notice of  termination  had not been  given;  and Ms.  Keith  shall be
entitled to receive the compensation and other benefits  provided herein for the
period from the date of the  delivery of the notice of  termination  through the
date of such reinstatement

7.       ENTIRE AGREEMENT.  This Agreement  contains the entire agreement of the
parties and there are no other  promises or  conditions  in any other  agreement
whether oral or written.  This  Agreement  supersedes  any prior written or oral
agreements  between the parties.  Amendments to this  Agreement  must be made in
writing and signed by both parties to be binding on either party.


EMPLOYER:

UMDN, Inc.


By:        /s/
           ---------------------------
              President / CEO



EMPLOYEE:  /s/
           ---------------------------