Exhibit 10.17

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT  AGREEMENT is made and entered into as of this 10th day
of November, 2005, by and between HEALTH BENEFITS DIRECT CORPORATION, a Delaware
corporation  with offices at 2900 Gateway Drive,  Pompano  Beach,  Florida 33069
(the  "CORPORATION"),  and Anthony  Verdi,  an individual  residing at 345 Beech
Lane,   West  Chester,   PA  19382  (the   "EXECUTIVE"),   under  the  following
circumstances:


                                    RECITALS:

     A.   The  Corporation  desires to secure the services of the Executive upon
the terms and conditions hereinafter set forth; and


     B.   The Executive  desires to render services to the Corporation  upon the
terms and conditions hereinafter set forth.


     NOW, THEREFORE, the parties mutually agree as follows:


     1.   EMPLOYMENT.  The  Corporation  hereby  employs the  Executive  and the
Executive hereby accepts employment as an executive of the Corporation,  subject
to the terms and conditions set forth in this Agreement.

     2.   DUTIES.  The Executive shall serve as the Chief  Financial  Officer of
the  Corporation  with  such  duties,  responsibilities  and  authority  as  are
commensurate  and  consistent  with his position,  as may be, from time to time,
assigned to him by the Board of  Directors  of the  Corporation.  The  Executive
shall report directly to the Board of Directors of the  Corporation.  During the
term of this  Agreement,  the Executive  shall devote his full business time and
efforts to the performance of his duties hereunder  unless otherwise  authorized
by the Board of Directors.  Notwithstanding  the foregoing,  the  expenditure of
reasonable  amounts of time by the Executive for the making of passive  personal
investments,  the  conduct  of  private  business  affairs  and  charitable  and
professional  activities  shall be  allowed,  provided  such  activities  do not
materially   interfere  with  the  services  required  to  be  rendered  to  the
Corporation  hereunder and do not violate the restrictive covenants set forth in
SECTION 9 below.

     3.   TERM OF EMPLOYMENT.  The term of the Executive's employment hereunder,
unless sooner terminated as provided herein (the "INITIAL TERM"), shall be for a
period of two (2) years commencing on the date hereof (the "COMMENCEMENT DATE").
The term of this Agreement shall  automatically be extended for additional terms
of one year each (each a "RENEWAL TERM") unless either party gives prior written
notice of  non-renewal to the other party no later than sixty (60) days prior to
the expiration of the Initial Term ("NON-RENEWAL  NOTICE"),  or the then current
Renewal  Term, as the case may be. For purposes of this  Agreement,  the Initial
Term  and any  Renewal  Term are  hereinafter  collectively  referred  to as the
"TERM."




     4.   COMPENSATION OF EXECUTIVE.

          (a)  The Corporation  shall pay the Executive as compensation  for his
services hereunder,  in equal semi-monthly or bi-weekly  installments during the
Term,  the sum of Two Hundred and Twenty Five Thousand  Dollars  ($225,000)  per
annum (the "BASE  SALARY"),  less such  deductions  as shall be  required  to be
withheld by applicable law and  regulations.  The  Corporation  shall review the
Base  Salary on an annual  basis  and has the  right but not the  obligation  to
increase it, but has no right to decrease the Base Salary.

          (b)  In addition  to the Base Salary set forth in Section  4(a) above,
the Executive  shall be entitled to such bonus  compensation  (in cash,  capital
stock or other  property) as a majority of the members of the Board of Directors
of the Corporation may determine from time to time in their sole discretion.

          (c)  The  Corporation  shall pay or reimburse  the  Executive  for all
reasonable  out-of-pocket expenses actually incurred or paid by the Executive in
the  course of his  employment,  consistent  with the  Corporation's  policy for
reimbursement of expenses from time to time.

          (d)  The Executive  shall be entitled to  participate in such pension,
profit sharing, group insurance,  hospitalization,  and group health and benefit
plans and all other benefits and plans as the Corporation provides to its senior
executives (the "BENEFIT PLANS").

     5.   TERMINATION.

          (a)  This Agreement and the  Executive's  employment  hereunder  shall
terminate upon the happening of any of the following events:

               (i)   upon the Executive's death;

               (ii)  upon  the   Executive's   "Total   Disability"  (as  herein
defined);

               (iii) upon the  expiration of the Initial Term of this  Agreement
or any Renewal Term  thereof,  if either  party has provided a timely  notice of
non-renewal in accordance with Section 3, above;

               (iv)  at the  Corporation's  option,  upon  sixty (60) days prior
written notice to the Executive if without cause;

               (v)   at the  Executive's  option,  upon  thirty  (30) days prior
written notice to the Corporation;

               (vi)  at the  Executive's  option,  in the event of an act by the
Corporation,  defined in Section 5(c), below, as constituting  "Good Reason" for
termination by the Executive; and

               (vii) at the Corporation's  option, in the event of an act by the
Executive,   defined  in  Section  5(d),  below,  as  constituting  "Cause"  for
termination by the Corporation.


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          (b)  For purposes of this Agreement,  the Executive shall be deemed to
be suffering  from a "TOTAL  DISABILITY"  if the Executive has failed to perform
his regular and customary duties to the Corporation for a period of 180 days out
of any 360-day period and if before the Executive has become "Rehabilitated" (as
herein  defined) a majority  of the  members  of the Board of  Directors  of the
Corporation, exclusive of the Executive, vote to determine that the Executive is
mentally or  physically  incapable or unable to continue to perform such regular
and customary  duties of employment.  As used herein,  the term  "REHABILITATED"
shall mean such time as the  Executive is willing,  able and commences to devote
his time and energies to the affairs of the Corporation to the extent and in the
manner that he did so prior to his Disability.

          (c)  For purposes of this Agreement, the term "GOOD REASON" shall mean
that the  Executive has resigned due to the failure of the  Corporation  to meet
any of its  obligations  to the  Executive  under  this or any  other  agreement
between the Corporation  and the Executive,  and failure to cure the same within
thirty  (30)  days  following  Executive's  delivery  of notice  specifying  the
breach(es) by the Corporation.

          (d)  For  purposes  of this  Agreement,  the term  "CAUSE"  shall mean
material,  gross  and  willful  misconduct  on  the  part  of the  Executive  in
connection with his employment duties hereunder or commission of a felony or act
of dishonesty resulting in material harm to the Corporation by the Executive.

     6.   EFFECTS OF TERMINATION.

          (a)  Upon  termination  of  the  Executive's  employment  pursuant  to
Section 5(a)(i),  the Executive's  estate or beneficiaries  shall be entitled to
the following severance benefits:  (i) three (3) months' Base Salary at the then
current rate,  payable in a lump sum, less withholding of applicable  taxes; and
(ii) continued  provision for a period of one (1) year following the Executive's
death  of  benefits  under  Benefit  Plans  extended  from  time  to time by the
Corporation to its senior executives.

          (b)  Upon  termination  of  the  Executive's  employment  pursuant  to
Section  5(a)(ii),  the Executive  shall be entitled to the following  severance
benefits:  (i) thirty-six  (36) months' Base Salary at the then current rate, to
be paid from the date of termination  until paid in full in accordance  with the
Corporation's  usual  practices,  including the  withholding  of all  applicable
taxes; (ii) continued  provision during said thirty-six (36) month period of the
benefits  under Benefit Plans  extended from time to time by the  Corporation to
its senior  executives;  and (iii)  payment on a prorated  basis of any bonus or
other payments earned in connection with the Corporation's  then-existing  bonus
plan in place at the time of  termination.  The  Corporation  may credit against
such amounts any  proceeds  paid to  Executive  with  respect to any  disability
policy maintained for his benefit.

          (c) Upon  termination  of  the  Executive's  employment  pursuant  to
Section  5(a)(iii),  where the  Corporation has offered to renew the term of the
Executive's  employment  for an additional one (1) year period and the Executive
chooses not to continue in the employ of the Corporation, the Executive shall be
entitled to receive  only the accrued but unpaid  compensation  and vacation pay
through the date of termination and any other benefits  accrued to him under any


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Benefit Plans  outstanding  at such time. In the event the  Corporation  tenders
Non-Renewal Notice to the Executive, then the Executive shall be entitled to the
same  severance  benefits  as if  the  Executive's  employment  were  terminated
pursuant to Section 5(a)(iv) or Section  5(a)(vi);  PROVIDED,  HOWEVER,  if such
Non-Renewal  Notice was triggered due to the  Corporation's  statement  that the
Executive's employment was terminated due to Section 5(a)(v) (for "Cause"), then
payment of severance  benefits will be  contingent  upon a  determination  as to
whether termination was properly for "Cause."

          (d)  Upon  termination  of  the  Executive's  employment  pursuant  to
Section  5(a)(iv) or (vi),  the  Executive  shall be  entitled to the  following
severance  benefits:  (i) twelve (12)  months'  Base Salary at the then  current
rate,  to be paid  upon  the  date  of  termination  of  employment  in  monthly
installments, less withholding of all applicable taxes; (ii) continued provision
for a period of twelve (12) months after the date of termination of the benefits
under Benefit Plans extended from time to time by the  Corporation to its senior
executives; and (iii) payment on a prorated basis of any bonus or other payments
earned  in  connection  with  any  bonus  plan  to  which  the  Executive  was a
participant as of the date of the Executive's termination of employment.

          (e)  Upon  termination  of  the  Executive's  employment  pursuant  to
Section  5(a)(v) or (vii),  the  Executive  shall be entitled  to the  following
severance benefits:  (i) accrued and unpaid Base Salary and vacation pay through
the  date of  termination,  less  withholding  of  applicable  taxes;  and  (ii)
continued  provision,  for a  period  of one (1)  month  after  the  date of the
Executive's termination of employment,  of benefits under Benefit Plans extended
to the Executive at the time of termination.

          (f)  The  Executive  shall be  obligated to seek other  employment  in
order to mitigate his damages resulting from his discharge  pursuant to Sections
5(a)(iv), (v), (vi) or (vii), provided that such employment need not be taken at
a level below chief  operating  officer of a  subsequent  company.  Any payments
required to be made hereunder by the Corporation to the Executive shall continue
to the Executive's beneficiaries in the event of his death until paid in full.

     7.   VACATIONS.  The Executive shall be entitled to a vacation of four
(4) weeks per year,  during which  period his salary shall be paid in full.  The
Executive shall take his vacation at such time or times as the Executive and the
Corporation  shall determine is mutually  convenient.  Any vacation not taken in
one (1) year shall not accrue, provided that if vacation is not taken due to the
Corporation's business necessities, up to two (2) weeks' vacation may carry over
to the subsequent year.

     8.   DISCLOSURE OF CONFIDENTIAL INFORMATION. The Executive recognizes,
acknowledges  and agrees  that he has had and will  continue  to have  access to
secret and confidential information regarding the Corporation, including but not
limited  to, its  products,  formulae,  patents,  sources  of  supply,  customer
dealings, data, know-how and business plans, provided such information is not in
or does not  hereafter  become  part of the public  domain,  or become  known to
others through no fault of the Executive.  The Executive  acknowledges that such
information  is of great value to the  Corporation,  is the sole property of the
Corporation,  and  has  been  and  will be  acquired  by him in  confidence.  In


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consideration  of the  obligations  undertaken by the  Corporation  herein,  the
Executive  will not,  at any time,  during  or after his  employment  hereunder,
reveal,  divulge or make known to any person,  any  information  acquired by the
Executive during the course of his employment,  which is treated as confidential
by the  Corporation,  and not otherwise in the public domain.  The provisions of
this Section 8 shall survive the Executive's  employment hereunder except in the
event of a termination of this Agreement  pursuant to Section  5(a)(iv) or (vi),
hereof, or as detailed in the provision above. All references to the Corporation
in  Section  8 and  Section  9  hereof  shall  include  any  subsidiary  of  the
Corporation.

     9.   COVENANT NOT TO COMPETE OR SOLICIT.

          (a)  The Executive recognizes that the services to be performed by him
hereunder are special, unique and extraordinary.  The parties confirm that it is
reasonably  necessary for the protection of the  Corporation  that the Executive
agree,  and  accordingly,  the Executive  does hereby agree,  that he shall not,
directly or indirectly,  at any time during the  "Restricted  Period" within the
"Restricted Area" (as those terms are defined in Section 9(e) below):

               (i) except as provided  in  Subsection  (c) below,  engage in any
line of  business in which the  Corporation  was engaged or had a formal plan to
enter  during  the  period  of  Executive's  employment  with  the  Corporation,
including  but not limited to the  business  of  operating  an online  insurance
marketplace,  either on his own behalf or as an officer, director,  stockholder,
partner, consultant,  associate,  employee, owner, agent, creditor,  independent
contractor,  or  co-venturer  of any third  party;  (for the  absence  of doubt,
notwithstanding  anything  herein  to  the  contrary,  Executive  shall  not  be
restricted  from  participating  or from  engaging  in,  as  officer,  director,
stockholder,  partner, consultant,  associate, employee, owner, agent, creditor,
independent  contractor,  or  co-venturer,  any  business  that  is  a  licensed
insurance company, provided that if such licensed insurance company maintains or
operates an online insurance marketplace,  Executive may not be assigned to such
online insurance  marketplace as his primary functional area of responsibility);
or

               (ii) solicit to employ or engage,  for or on behalf of himself or
any third party, any employee or agent of the Corporation.

          (b)  The  Executive  hereby  agrees  that he  will  not,  directly  or
indirectly,  for or on behalf of himself or any third party,  at any time during
the  Term and  during  the  Restricted  Period,  solicit  any  customers  of the
Corporation  with respect to products  competitive with products then being sold
by the Corporation.

          (c)  If any of the  restrictions  contained in this Section 9 shall be
deemed to be  unenforceable  by reason of the extent,  duration or  geographical
scope thereof, or otherwise, then the court making such determination shall have
the  right  to  reduce  such  extent,  duration,  geographical  scope,  or other
provisions  hereof,  and  in  its  reduced  form  this  Section  shall  then  be
enforceable in the manner contemplated hereby.

          (d)  This Section 9 shall not be  construed  to prevent the  Executive
from owning,  directly or indirectly,  in the aggregate, an amount not exceeding
five percent (5%) of the issued and outstanding  voting  securities of any class
of any corporation  whose voting capital stock is traded or listed on a national
securities exchange or in the over-the-counter market.

          (e) The term  "RESTRICTED  PERIOD," as used in this  Section 9, shall
mean the period of the Executive's actual employment hereunder, plus twelve (12)
months  after the date the  Executive  is  actually  no longer  employed  by the
Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the
continental United States.

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          (f)  The provisions of this Section 9 shall survive the termination of
the Executive's  employment hereunder and until the end of the Restricted Period
as provided in Section  9(e) hereof  except in the event that this  Agreement is
terminated  pursuant  to Section  5(a)(iv) or (vi),  hereof,  in which case such
provisions  shall not survive  termination of this Agreement.  In no event shall
the terms of Section 9 be  enforceable,  should the Corporation be in default of
any of its  obligations  to the  Executive  at the  time of his  termination  of
employment by the Corporation.

     10.  MISCELLANEOUS.

          (a)  The  Executive  acknowledges  that the services to be rendered by
him  under  the  provisions  of this  Agreement  are of a  special,  unique  and
extraordinary  character and that it would be difficult or impossible to replace
such services.  Accordingly,  the Executive agrees that any breach or threatened
breach  by  him  of  Sections  8  or 9  of  this  Agreement  shall  entitle  the
Corporation,  in addition to all other legal remedies  available to it, to apply
to any  court  of  competent  jurisdiction  to seek to  enjoin  such  breach  or
threatened  breach.  The parties  understand  and intend  that each  restriction
agreed to by the  Executive  hereinabove  shall be construed  as  separable  and
divisible  from  every  other  restriction,  that  the  unenforceability  of any
restriction  shall  not limit the  enforceability,  in whole or in part,  of any
other  restriction,  and  that  one or more or all of such  restrictions  may be
enforced in whole or in part as the circumstances warrant. In the event that any
restriction in this Agreement is more  restrictive  than permitted by law in the
jurisdiction  in  which  the  Corporation   seeks  enforcement   thereof,   such
restriction  shall be  limited  to the extent  permitted  by law.  The remedy of
injunctive  relief herein set forth shall be in addition to, and not in lieu of,
any other rights or remedies that the Corporation may have at law or in equity.

          (b)  Neither the Executive nor the  Corporation may assign or delegate
any of their rights or duties under this Agreement  without the express  written
consent of the other; provided however that the Corporation shall have the right
to  delegate  its  obligation  of  payment  of all  sums  due  to the  Executive
hereunder,  provided that such  delegation  shall not relieve the Corporation of
any of its obligations hereunder.

          (c)  This  Agreement  constitutes  and  embodies the full and complete
understanding  and  agreement  of the parties  with  respect to the  Executive's
employment  by  the  Corporation,   supersedes  all  prior   understandings  and
agreements,  whether oral or written, between the Executive and the Corporation,
and shall not be amended, modified or changed except by an instrument in writing
executed by the party to be charged. The invalidity or partial invalidity of one
or more provisions of this Agreement shall not invalidate any other provision of
this  Agreement.  No waiver by either party of any  provision or condition to be
performed  shall be deemed a waiver  of  similar  or  dissimilar  provisions  or
conditions at the same time or any prior or subsequent time.

          (d)  This Agreement shall inure to the benefit of, be binding upon and
enforceable against, the parties hereto and their respective successors,  heirs,
beneficiaries and permitted assigns.

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          (e)  The headings  contained in this Agreement are for  convenience of
reference only and shall not affect in any way the meaning or  interpretation of
this Agreement.

          (f)  All notices,  requests, demands and other communications required
or  permitted to be given  hereunder  shall be in writing and shall be deemed to
have been duly given when personally delivered,  sent by registered or certified
mail, return receipt  requested,  postage prepaid,  or by private overnight mail
service (e.g. Federal Express) to the party at the address set forth above or to
such other  address as either party may  hereafter  give notice of in accordance
with the provisions  hereof.  Notices shall be deemed given on the sooner of the
date actually received or the third business day after sending.

          (g)  This  Agreement  shall be governed by and construed in accordance
with the laws of the State of Delaware  without  giving  effect to such  State's
conflicts of laws provisions and each of the parties hereto irrevocably consents
to the  jurisdiction  and venue of the federal and state  courts  located in the
State of Delaware.

          (h)  This  Agreement  may be  executed  simultaneously  in two or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall  constitute one of the same  instrument.  The parties hereto have
executed this Agreement as of the date set forth above.


 CORPORATION:                                  EXECUTIVE:

 HEALTH BENEFITS DIRECT CORPORATION            Anthony Verdi

 By:  /s/ Charles Eissa                         /s/ Anthony Verdi
    -------------------------------            ---------------------------------
                                               Signature
 Title: President , COO
       ----------------------------




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