Exhibit 10.2
                             EMPLOYMENT AGREEMENT


      This  Employment  Agreement  dated  as of the  1st day of  November,  1997
between  Bio-Reference  Laboratories,  Inc., a New Jersey  corporation  with its
principal  place of  business  at 481 Edward H. Ross Drive,  Elmwood  Park,  New
Jersey 07407 (the  "Company") and Marc Grodman,  residing at RD 1, P.O. Box 309,
Califon, New Jersey 07830 (the "Employee").
                             W I T N E S S E T H :

      WHEREAS,  the Company is primarily  engaged in the operation of a clinical
laboratory in northern New Jersey, and

      WHEREAS,  the Company desires to avail itself of the Employee's  knowledge
and experience  and to employ the Employee as its President and Chief  Executive
Officer on the terms and conditions hereinafter set forth, and
      WHEREAS,  the  Employee  desires to be so  employed  by the Company on the
terms and conditions hereinafter set forth.
      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:
      1. Terms of  Employment.  The Company agrees to employ the Employee as its
President and Chief Executive  Officer,  or in such other position of comparable
status and  responsibility  as the Company  may from time to time direct  and/or
desire, and the Employee agrees to accept such employment with the Company,  for
a  term  commencing  as of  November  1,  1997  (the  "Commencement  Date")  and
continuing  until  October  31,  2004 (the  "Expiration  Date"),  unless  sooner
terminated as provided in this Agreement (the "Employment  Period").  As used in
this Agreement,  the term "Employment Period" shall also include any periods for
which this Agreement is renewed pursuant to Section 2 hereof.


<PAGE>



      2. Renewal. This Agreement shall be automatically renewable for additional
three year periods;  provided, that either the Company or the Employee may elect
not to renew this  Agreement upon written notice to the other party no less than
three (3) months before the Expiration Date or any subsequent  extension thereof
pursuant to this Section 2.
      3.    Duties.
            ------
            (a) During the  Employment  Period,  the Employee shall perform such
duties and exercise such powers relating to the Company as are commensurate with
the office of President  and Chief  Executive  Officer and shall have such other
duties and powers as the Board of  Directors  shall from time to time  assign to
him, including by way of example but not limitation,  duties with respect to any
of the  Company's  associated  companies.  As used in this  Agreement,  the term
"Associated  Companies"  shall mean any company (i) of which not less than fifty
(50%)  percent of the equity is  beneficially  owned by the  Company or (ii) any
subsidiary of such company, if any.
            (b) During the Employment Period, the Employee shall devote at least
90% of his working time during  normal  business  hours and his best efforts and
ability to the business of the Company,  shall faithfully and diligently perform
the duties of his employment with the Company and shall do all reasonably in his
power to promote, develop and extend the business of the Company.
            (c) During the Employment  period, the Employee shall not, except as
a representative  of the Company or with the written consent of the Company,  be
directly or  indirectly  engaged,  concerned or interested in the conduct of any
other business competing or likely to compete with the Company;  provided,  that
notwithstanding anything contained in this Agreement to the

                                      2

<PAGE>



contrary,  the Employee shall not be precluded from devoting a reasonable amount
of his time to:

            (i)  serving  with the prior  written  approval  of the Company as a
            director or member of a committee of any  organization  involving no
            conflict of interest with the business of the Company; and

            (ii)  managing  his  personal  investments;   provided,   that  such
            activities  shall  not  materially  interfere  with  the  Employee's
            performance of his duties hereunder; and

            (iii)  participating  in such courses of  instruction  and rendering
            such services as shall be  consistent  with the  maintenance  of his
            skills as a medical doctor; and

            (iv) performance as an Assistant  Professor of Clinical Medicine and
            assistant   attending   physician  at  Columbia  University  and  at
            Presbyterian Hospital,  respectively,  or the performance of similar
            services at any similar institutions; and

            (v) rendering  medical  services to the Uniform  Firefighters of New
            York City similar to the services presently rendered by the Employee
            pursuant to a contract presently in force.

            (d) The  Employee  shall be  employed  at the offices of the Company
located in Elmwood Park, New Jersey; provided that the Employee acknowledges and
agrees that the proper  performance  of these  duties may make it  necessary  to
spend reasonable periods of time in other parts of the country.
      4.    Compensation.
            (a) During the Employment Period, the Company shall pay the Employee
as  compensation  for his services under this  Agreement,  a minimum annual Base
Compensation  consisting  of salary and bonus in the  aggregate  amount of Three
Hundred Ninety Five Thousand ($395,000) Dollars (the "Base  Compensation").  The
Base Compensation  shall be payable in equal installments in accordance with the
regular payroll procedures established by the Company. In October of each fiscal
year  during the  Employment  Period,  the  Company's  Board of  Directors  will
consider increasing the Employee's Compensation under this Agreement, based upon
the performance of

                                      3

<PAGE>



the  Company  and of the  Employee  during the fiscal year then ending with such
increase, if granted, taking effect as of the immediately following November 1.
            (b) The  Company  shall pay for  (excluding  the P.S.  58 costs) and
maintain  "Split  Dollar"  Life  Insurance  in the face  amount of Four  Million
($4,000,000)  Dollars  (including  Two  Million  ($2,000,000)  Dollars  of  such
insurance which it presently maintains),  insuring the life of the Employee. The
proceeds  of such  insurance  shall be  payable  to the  estate of the  Employee
(excluding  benefits  required to be paid to the  Company  pursuant to the split
dollar plan for the premiums paid).
            (c) The Company shall lease and insure,  under the Company's policy,
an automobile for the benefit of the Employee.  The Company shall be responsible
for  maintenance,  gasoline,  repair  and all other  such  costs but only to the
extent such expenses relate to business use of the automobile. At the end of the
lease term, or in the event of the termination of this Agreement for any reason,
including non-renewal, the Employee shall have the following options:
            (i) surrender the automobile to the Company,
            (ii) assume the Company's lease payment obligation; or
            (iii) exercise the purchase option of the lease, if any.

           (d) The Company  shall  promptly  pay or  reimburse  the  Employee
for all expenses  incurred by the Employee in the  performance  of his duties
under this Agreement.  Such  expenses  shall be  limited  to the  reasonable
out-of-pocket  expenses necessarily and actually incurred by the Employee in the
performance of his duties;  provided that (i) the expenses have been detailed on
a form acceptable to the Company and submitted to the Company for review

                                      4

<PAGE>



and approval and (ii) appropriate supporting documentation is submitted together
with the approved expense form.
            (e) The  Employee  shall be  entitled to  participate  in any fringe
benefit and bonus plans  available to the Company's  employees as in effect from
time to time, to the extent that the Employee may be eligible to do so under the
applicable provisions of the plans including but not limited to pension,  profit
sharing,  stock option and similar plans and life and medical insurance plans or
coverage maintained by the Company for senior personnel and/or all personnel.
            (f) The Employee shall be entitled to such  vacation,  personal time
and holidays as he is eligible for under the Company's  Employment and Personnel
Policy as the same presently exists or may hereinafter be amended.
            (g)  Notwithstanding  the  provisions  of  subparagraph  (a) of this
Section 4, the Employee  shall also be entitled to a percentage  increase in his
Base Compensation as in effect on June 30 of each year that this Agreement is in
effect, equal to the percentage increase in the Consumer Price Index - All Items
for the New York  metropolitan  area (or any successor  index) for such month of
June as  compared  to such  Consumer  Price  Index  for the month of June in the
immediately  preceding  year.  Any  such  increase  shall  be  effective  on the
immediately  following November 1. No adjustments shall be made for decreases in
such Index.
      5.    Issuances of Stock and Options. In further consideration
            ------------------------------
for his employment, the Company agreed on May 13, 1997 to the
following issuances of its Common Stock and options to the
Employee.
            (a)  Forfeitable  Stock -- The Company has issued  300,000 shares of
its Common Stock to the Employee subject to forefiture.

                                      5

<PAGE>



If the Employee's  employment agreement is terminated by the Company "For Cause"
or at the Employee's option,  without "Good Reason" (but not due to a "Change in
Control"),  all as herein defined,  the Employee will forfeit such shares on the
following basis.

If Termination "For
Cause" or "Without Good
Reason" Occurs during the                            Number of Shares
   Following Periods                                      Forfeited
--------------------                                 --------------
May 1, 1997 through April 30, 1998                    225,000 shs.
May 1, 1998 through April 30, 1999                    150,000 shs.
May 1, 1999 through April 30, 2000                     75,000 shs.
            (b) Stock  Options -- The  Company  has issued  five-year  incentive
stock options ("ISOs) to the Employee  exercisable to purchase 100,000 shares of
the Common Stock at $.790625 per share.  These ISOs are subject to the terms and
conditions of the Company's 1989 Employees' Stock Option Plan. In addition,  the
Company has issued  ten-year  non-qualified  options  ("NQOs")  to the  Employee
exercisable to purchase 200,000 shares of its Common Stock at $.71875 per share.
The  NQOs to the  extent  not  exercised  shall  terminate  if  this  employment
agreement is terminated by the Company "For Cause" or at the  Employee's  option
without "Good Reason" (but not due to a "Change in Control").
      6. Disability. If during the Employment Period, the Employee shall incur a
Total Disability then,  subject to the earlier  termination of this Agreement or
the earlier  termination  of the  disability,  the Company shall  compensate the
Employee as provided in subparagraphs (a), (b), (c) and (d) of this Section 6.
            (a) For the month in which the Employee incurs the total disability,
and for the following  twelve (12) months of the  disability,  the Company shall
compensate the Employee at a rate equal to his then current Base Compensation.

                                      6

<PAGE>



            (b) For a period of three (3) months commencing upon the termination
of the period described in subparagraph  (a), the Company shall not pay Employee
any portion of his Base Compensation and Employee shall be on an unpaid leave of
absence.
            (c) If the Employee's  disability  shall terminate at any time prior
to the expiration of the period described in subparagraph (b) of this Section 6,
then the Employee  shall return to full and active  employment  with the Company
under  the  terms of this  Agreement;  provided  that if he shall  again  become
disabled  within a period  of three  (3)  months  after  such  return,  and such
disability  is related to his original  disability,  then the Employee  shall be
deemed to have been continuously disabled from the date he incurred his original
disability.
            (d) Upon  expiration  of the  three (3) month  period  described  in
subparagraph  (b) of this  Section  6,  the  employment  of the  Employee  shall
terminate,  unless an additional leave of absence is granted by the Company,  in
which event the employment of the Employee  shall  terminate upon the expiration
of the additional leave of absence.
            (e) In the event the Employee shall incur a Partial  Disability then
during the period of the Partial  Disability,  the Employee's Base  Compensation
shall be equitably  adjusted  according to the time that he is able to devote to
the affairs of the Company.
            (f) In addition to the foregoing,  the Employee shall be entitled to
receive  the  amounts,  if  any,  as may be  payable  to  him by  reason  of his
disability under policies of insurance maintained by the Company.

            (g) As used in this Agreement,  the term "Total Disability" shall
mean a disability such that, for physical or

                                      7

<PAGE>



mental reasons, the Employee is unable to perform any of his usual duties to the
Company on a  full-time  basis.  As used in this  Agreement,  the term  "Partial
Disability" shall mean a disability,  other than a total  disability,  such that
for  physical or mental  reasons,  the  Employee is unable to perform all of his
usual duties to the Company on a full-time basis.
      7.    Termination.
            (a) Termination by Death. If the Employee dies during the Employment
Period,  the Company's  obligations under this Agreement shall terminate six (6)
months  after the date of death and the  Employee's  estate shall be entitled to
all arrearages of Base  Compensation and expenses.  In addition,  the Employee's
estate (or such other named  beneficiary)  shall be entitled to the amounts,  if
any,  as may be  payable  to his  estate  or  beneficiaries  under  policies  of
insurance maintained by the Company.
            (b)  Termination  for  Cause.  This  Agreement  and  the  Employee's
employment  with  the  Company  may be  terminated  for  Cause  at any  time  in
accordance with  subparagraph (d) of this Section 7. In the event this Agreement
is terminated  for Cause,  the Employee  shall be entitled to all  arrearages of
Base  Compensation and expenses through the Date of Termination but shall not be
entitled  to  further  compensation.  As  used in this  Agreement,  and  without
limitation, the term "Cause" shall mean:
            (i) an act or acts of dishonesty  constituting  criminal acts by the
Employee  resulting or intended to result  directly or  indirectly in gain to or
personal enrichment of the Employee at the Company's expense;

            (ii) the  commission of any crime  involving  fraud,  embezzlement
 or theft by the Employee against the Company;

                                      8

<PAGE>



            (iii) engaging in competition  with the Company,  including taking a
management  position with, or control of, a business engaged in the manufacture,
sale or distribution of a class of products or service which  constituted 15% or
more of the sales or gross  income of the Company and its  associated  companies
during the fiscal year of the Company  immediately  preceding the termination of
the Employee's employment.
            (c)  Termination  at the Option of the Employee.  This Agreement and
the Employee's employment with the Company may be terminated at any time, at the
election of the Employee, for Good Reason in accordance with subparagraph (d) of
this Section 7. In the event this Agreement is terminated  for Good Reason,  the
Employee shall be paid during the remainder of the Employment  Period  (computed
without  giving  effect  to  the  earlier  termination   hereunder),   his  Base
Compensation  (other than due to Partial Disability) at the rate in effect as of
the Date of Termination,  and shall continue to be entitled to employee benefits
as if he were still employed by the Company, until completion of such Employment
Period (computed without giving effect to the earlier termination hereunder). As
used in this  Agreement,  and without  limitation,  the term "Good Reason" shall
mean:
            (i) the assignment to the Employee of duties  inconsistent  with the
office of  President  and Chief  Executive  Officer  of the  Company or his then
current  office,  the removal of the  Employee  from such office or  substantial
reduction   in  the   nature   or  status  of  the   Employee's   then   current
responsibilities;

            (ii) the reduction of the Employee's then current Base  Compensation
(other than due to Partial Disability) ;

            (iii) the relocation of the Company's principal executive offices to
a location more than fifty (50) miles from the Company's

                                      9

<PAGE>



current  principal  executive offices or the transfer of the Employee to a place
other than the Company's  principal executive offices (excepting required travel
on the Company's  business in a manner  substantially  similar to the Employee's
then current business travel obligations); and
            (iv) the failure by the Company to continue to provide the  Employee
with  benefits at least as  favorable  as those in which the  Employee  was then
participating.
            (d)  Notice  of  Termination.   Any  purported  termination  of  the
Employee's  employment  shall be communicated by a written notice of termination
to the other party  hereto and specify the Date of  Termination  (the "Notice of
Termination").  Such notice shall  indicate a specific  terminated  provision in
this Agreement which is relied upon, recite the facts and circumstances  claimed
to provide the basis for such  termination  and specify the Date of Termination.
As used in this Agreement,  the term "Date of  Termination"  shall mean the date
specified in the Notice of Termination, which date shall not be less than thirty
(30) nor more than sixty (60) days from the date the  Notice of  Termination  is
given.  If within  thirty (30) days from the date the Notice of  Termination  is
given,  the party  receiving such notice notifies the other party that a dispute
exists concerning such termination, the Date of Termination shall be the date on
which the dispute is finally resolved. The Date of Termination shall be extended
by a notice of dispute  only if such notice is given in good faith and the party
giving such notice  pursues  the  resolution  of such  dispute  with  reasonable
diligence.  Notwithstanding  the pendency of any such dispute,  the Company will
continue to pay the Employee his full Base Compensation in effect as of the date
of the Notice of  Termination  and continue the Employee as a participant in all
compensation, benefit and

                                      10

<PAGE>



insurance plans in which he was participating at such date, until the dispute is
finally  resolved.  Amounts paid under this  subparagraph (d) are in addition to
all other amounts due under this  Agreement  and shall not be offset  against or
reduce any other amounts due under this Agreement.
      8. Change in Control. In the event of a Change in Control and, as a result
of such  Change in Control,  the  Employee is  terminated  without  Cause or the
Employee  elects to terminate his employment for any reason as a result thereof,
then the Employee shall receive the following benefits:
            (a) The Company shall pay to the Employee his full Base Compensation
at the rate in effect at the time of the Notice of Termination  through the Date
of Termination.
            (b) In lieu of any further  Base  Compensation  payments for periods
subsequent to the Date of Termination,  the Company shall pay to the Employee as
severance pay not later than the fifth day following the Date of Termination,  a
lump sum payment (the  "Severance  Payment")  equal to 2.99 times the average of
the annual  Compensation  which was  payable to the  Employee by the Company and
includible in the  Employee's  gross income for federal  income tax purposes for
the five (5) calendar  years, or for the portion of such period during which the
Employee was actually  employed by the Company if the Employee has been employed
by the Company for less than five (5) calendar  years  preceding  the earlier of
the calendar year in which a Change in Control  occurred or the calendar year of
the Date of Termination (the "Base Period"). Such average shall be determined in
accordance with the provisions of Section  280G(d) of the Internal  Revenue Code
of  1986  as  amended  (the  "Code").  As  used  in  this  Agreement,  the  term
"Compensation"  shall  mean and  include  every  type  and form of  compensation
includible in the Employee's

                                      11

<PAGE>



gross income in respect of his employment by the Company including  compensation
income  recognized  as a result of the exercise of stock  options or sale of the
stock so acquired,  except to the extent otherwise  provided in Congressional or
Joint Committee Reports or temporary or final regulations  interpreting  Section
280G(d) of the Code.
            (c) The  Severance  Payment  shall be  reduced  by the amount of any
other  payment or the value of any  benefit  received  or to be  received by the
Employee in connection with the termination of his employment or contingent upon
a Change in Control  (whether  payable  pursuant to the terms of this Agreement,
any other  plan,  agreement  or  arrangement  with the  Company)  unless (i) the
Employee shall have effectively  waived his receipt or enjoyment of such payment
or benefit  prior to the date of payment of the Severance  Payment,  (ii) in the
opinion of tax counsel  selected by the  Company  such other  payment or benefit
does not  constitute  a  "parachute  payment"  within  the  meaning  of  Section
280G(b)(2)  of the  Code,  or (iii) in the  opinion  of such  tax  counsel,  the
Severance Payment (in its full amount or as partially  reduced,  as the case may
be) plus all other payments or benefits which  constitute  "parachute  payments"
within the meaning of Section 280G(b)(2) of the Code are reasonable compensation
file services actually rendered, within the meaning of Section 280G(b)(4) of the
Code, and such payments are deductible by the Company. The value of any non-cash
benefit or any  deferred  cash  payment  shall be  determined  by the Company in
accordance with the principles of Section 280G(d)(3) and (4) of the Code.
            (d)  Except to the  extent  that  Congressional  or Joint  Committee
Reports or temporary or final regulations  interpreting Section 280G of the Code
specify that such payments would result,

                                      12

<PAGE>



under subsection (c) above, in a reduction in the Severance Payment:

            (i) The Company shall pay to the Employee,  not later than the fifth
day following the Date of Termination, a lump sum amount equal to the sum of (x)
any bonus  compensation  which has been  allocated  or awarded for a fiscal year
preceding the Date of Termination  but has not yet been paid, and (y) a pro rata
portion of any bonus  compensation  which the Employee has earned for the fiscal
year in which the Date of  Termination  occurs  determined  by  multiplying  the
Employee's prior years' bonus  compensation by a fraction equal to the number of
full calendar  months in the fiscal year prior to the Date of  Termination  over
twelve.
            (ii) The Company shall also pay all legal fees and expenses incurred
by the  Employee as a result of such  termination  (including  all such fees and
expenses, if any, incurred in contesting or disputing any such termination or in
seeking to obtain or enforce any right or benefit provided by this Agreement).
            (e) If it is  established  pursuant  to a final  determination  of a
court or an Internal Revenue Service proceeding that,  notwithstanding  the good
faith of the  Employee  and the Company in applying the terms of this Section 8,
the aggregate  "parachute  payments"  paid are in an amount that would result in
any portion of such "parachute  payments" not being deductible by the Company by
reason of Section 280G of the Code,  then the Employee  shall have an obligation
to pay the Company  upon demand an amount equal to the sum of (i) the portion of
the aggregate  "parachute  payments" paid that would not be deductible by reason
of Section 280G of the Code and (ii)  interest on the amount set forth in clause
(i) of this sentence at the applicable Federal rate (as

                                      13

<PAGE>



defined in Section  1274(d) of the Code) from the date of receipt of such excess
until the date of such payment.
            (f) As used in the  Agreement,  the term  "Change in Control"  shall
mean a change in control of a nature  that would be  required  to be reported in
response  to Item  6(e) of  Schedule  14A of  Regulation  14A  issued  under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") as in effect as
of the date  hereof  (regardless  of whether or not a Proxy  Statement  is being
filed pursuant to such Regulation at such time), or if Item 6(e) is no longer in
effect,  any subsequent  regulation  issued under the Exchange Act for a similar
purpose,  whether or not the Company is subject to such reporting  requirements;
provided,  that without limitation,  such a change in control shall be deemed to
have occurred if:
            (i)  any  "person"  other  than  the  Employee  is  or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  securities of the Company  representing  25% or more of the
combined voting power of the Company's then outstanding securities;
            (ii) during any period of two  consecutive  years (not including any
period prior to the date of the Agreement),  individuals who at the beginning of
such period  constitute  the Board of  Directors,  and any new  director,  whose
election by the Board or nomination  for election by the Company's  stockholders
was approved by a vote of at least  two-thirds  of the  directors  then still in
office  who  either  were  directors  at the  beginning  of the  period or whose
election or  nomination  for elections was  previously  approved,  cease for any
reason to constitute a majority of the Board; or

                                      14

<PAGE>



            (iii) the  business  of the  Company is  disposed  of by the Company
pursuant to a liquidation, sale of assets of the Company, or otherwise.
      9. Confidential  Information.  The Employee  acknowledges an obligation of
confidentiality  to the Company and shall not divulge,  disclose or  communicate
any trade  secret,  private or  confidential  information  or other  proprietary
knowledge of the Company or its associated companies obtained or acquired by him
while so employed.  This  restriction  shall apply after the  termination of the
Employee's employment without limit in point of time but shall cease to apply to
information  or  knowledge  which  may come  into  the  public  domain  or whose
disclosure  may be  required  by law or court  order or  pursuant to the written
consent of the Corporation.
      10. Return of Information.  Upon  termination of employment,  the Employee
agrees to not take with him and to deliver to the  Company all  records,  notes,
data, memoranda,  models,  equipment,  blueprints,  drawings,  manuals, letters,
reports and all other materials of a secret or  confidential  nature relating to
the business of the Company which are in possession or control of the Employee.
      11.   General Provisions.
            (a) This  Agreement  contains  the entire  transaction  between  the
parties,  and  there are no other  representations,  warranties,  conditions  or
agreements relating to the subject matter of this Agreement.
            (b)  The  waiver  by any  party  of any  breach  or  default  of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
            (c)  This  Agreement  may  not be  changed  orally  but  only  by an
Agreement in writing duly executed on behalf of the party

                                      15

<PAGE>



against  which  enforcement  of any  waiver,  change,  modification,  consent or
discharge is sought.
            (d) This Agreement shall be binding upon and be enforceable  against
the  Company  and  its  successors  and  assigns.  Insofar  as the  Employee  is
concerned, this Agreement is personal and cannot be assigned.
            (e) This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
            (f) This Agreement shall be construed  pursuant to and in accordance
with the laws of the State of New Jersey.
            (g) If any term or provision of this  Agreement is held or deemed to
be  invalid  or  unenforceable,  in whole or in  part,  by a court of  competent
jurisdiction,  this  Agreement  shall  be  ineffective  to the  extent  of  such
invalidity or  unenforceability  without  rendering invalid or unenforceable the
remaining terms and provisions of this Agreement.
            (h) Any  dispute,  grievance  or  controversy  arising  under  or in
connection  with this  Agreement  shall be referred to the Board of Directors of
the  Company  and  shall  be  dealt  with  by  personal  discussion,  and if not
satisfactorily  resolved,  shall be submitted to arbitration  under the Rules of
the American Arbitration Association in New York City.
            (i) Any consent of the Company  required under this Agreement  shall
not be unreasonably withheld or delayed.



                                      16

<PAGE>



      IN WITNESS  WHEREOF,  the parties have executed this Agreement on the date
first above written.
                                    COMPANY:

                                    Bio-Reference Laboratories, Inc.



                                    By /s/Howard Dubinett
                                      Its Executive Vice President
                                      Duly Authorized


                                    EMPLOYEE:



                                    /s/Marc Grodman
                                    Marc Grodman





                                      17