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                                                                   Exhibit 10.24

                    FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

           This FIRST AMENDMENT (the "Amendment"), made and entered into
  effective as of the 1st day of August 2001, by and between SHERWOOD BRANDS,
  INC., a Maryland corporation (the "Company"), and ANAT SCHWARTZ (the
  "Executive").

                                  WITNESSETH:

           WHEREAS, the Company and the Executive entered into that certain
  Employment Agreement, dated as of May 1, 1998 (the "Agreement");

           WHEREAS, the Executive and the Company now mutually desire to amend
the Agreement.

           NOW, THEREFORE, effective as of the 1st day of'August, 2001, the
Employment Agreement shall be amended as follows:

           1. Section 2.1 of the Agreement shall be deleted in its entirety and
replaced with the following:

                  "Term of Employment. The term of this Agreement, and the
                  employment of the Executive hereunder, shall commence on
                  August 1, 2001 and shall expire on January 31, 2002, unless
                  sooner terminated in accordance with the terms and conditions
                  hereof"

           2. Section 2.2 of the Agreement shall be deleted in its entirety and
replaced with the following:

                  "Renewal Terms. Unless written notice stating otherwise is
                  received by the Company or the Executive within fifteen (I 5)
                  days prior to the Expiration Date (as described in Section
                  2.3), this Agreement shall automatically renew for successive
                  one-month terms."

           3. Section 3.1 of the Agreement shall be deleted in its entirety and
replaced with the following:

                  "Base Salary. For the period August 1, 2001 through July 31,
                  2002, the Executive shall receive a base salary at the annual
                  rate of $270,795 (the "Base Salary"), with such Base Salary
                  payable in installments consistent with the Company's normal
                  payroll schedule, subject to applicable withholding and other
                  taxes. The Base Salary shall be reviewed, at least annually,
                  for merit increases and may, by action and in the discretion
                  of the Compensation Committee or the Board, be increased at
                  any time or

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                  from time to time. In addition, on August 1, 2002, and each
                  subsequent August I prior to the Expiration Date, the Base
                  Salary shall be increased by the greatest of.: (i) five
                  percent (5%); (ii) that percentage by which the Consumer Price
                  Index, for the Rockville, Maryland area published by the
                  United States government (the "Index") for the immediately
                  preceding fiscal year exceeds such index for the next
                  preceding fiscal year. If publication of the Index is
                  discontinued, the parties hereto shall accept comparable
                  statistics on the cost of living for the Rockville, Maryland
                  area as computed and published by an agency of the United
                  States government, or if no such agency computes and publishes
                  such statistics, by any regularly published national financial
                  periodical that does compute and publish such statistics.

           4. Section 3.2 of the Agreement shall be deleted in its entirety and
replaced with the following:

                  "Awards. During the term of this Agreement, the Executive
                  shall be eligible to receive performance and annual incentive
                  awards (the "Awards") payable in cash in accordance with
                  Section 8 of the SHERWOOD BRANDS, INC. 1998 EXECUTIVE
                  COMPENSATION PLAN, as may be amended from time to time (the
                  "Executive Plan".). Except as otherwise provided for in this
                  Section 3.2, the Awards, if any, shall be determined pursuant
                  to such formulae as the Committee or the Board, in its sole
                  and absolute discretion, shall set forth from time to time in
                  accordance with the Executive Plan, except that:

                         (i)   In no event shall the Awards payable to the
                  Executive in any fiscal year while this Agreement is in effect
                  be less than her pro-rata share of the Bonus Pool.

                         (ii)  The "Bonus Pool" for the fiscal year ended July
                  31, 2001 shall not be less than 15% of the amount, if any, by
                  which pre-tax profits for that fiscal year exceeds $1,440,000
                  (the "Base Year Bonus Pool").

                         (iii) For fiscal years beginning on or after August 1,
                  2001 during the term of this Agreement, the Bonus Pool shall
                  be equal to the product of:

                               (x)  The sum of 100% plus the percentage, if any,
                         by which the earnings before interest, taxes,
                         depreciation and amortization (EBITDA) of the Company
                         for the fiscal year, calculated prior to any deduction
                         for any Awards made from the Bonus Pool for that year
                         (the "Adjusted EBITDA") exceeds the Company's EBITDA
                         for the Company's fiscal year ended July 21 1, 2001,
                         calculated prior to any deduction for any Awards made
                         from the Bonus Pool for that year (the "Adjusted Base
                         Year EBITDA"), multiplied by

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                               (y)  the Base Year Bonus Pool.

                  If the Adjusted EBITDA for the fiscal year for which the Award
                  is being determined does not exceed the Adjusted Base Year
                  EBITDA, then the Bonus Pool for that year shall be equal to
                  the product of the Base Year Bonus Pool times the percentage
                  of the result of dividing the Adjusted EBITDA for such fiscal
                  year by the Adjusted Base Year EBITDA. If the Adjusted EBITDA
                  for the fiscal year is less than $2,000,000 then the Bonus
                  Pool for that year shall be zero, or such other amount , if
                  any , as the Board shall determine.

                         (iv)  The Bonus Pool for any fiscal year, as determined
                  above, shall be shared by the Executive and whomever of Amir
                  Frydman, Uziel Frydman, and Ilana Frydman shall be employed by
                  the Company for any portion of the fiscal year for which the
                  Bonus Pool is being determined, pro rata, based upon the
                  amount of Base Salary paid to each of them, respectively, by
                  the Company during that fiscal year.

                  "Pre-tax profits" shall mean those profits of the Company for
                  any fiscal year determined prior to the reduction for any
                  federal or state income taxes and prior to the grant of any
                  Awards to the Executive or any other individual under the
                  Executive Plan and determined in accordance with generally
                  accepted accounting principles as consistently applied. EBITDA
                  shall have the same meaning for purposes of this Agreement as
                  it is given for purposes of the Company's financial
                  statements, and shall be determined in accordance with
                  generally accepted accounting principles as consistently
                  applied. Any Awards payable pursuant to this Section 3.2 are
                  sometimes hereinafter referred to as "Incentive Compensation."
                  Each period for which Incentive Compensation is payable under
                  the Executive Plan is sometimes hereinafter referred to as a
                  Bonus Period. Unless otherwise specified by the Committee or
                  the Board pursuant to the Executive Plan, the Bonus Period
                  shall be the fiscal year of the Company."

           5.     Section 5.4(iv) of the Agreement shall be deleted in its
entirety and replaced with the following:

                         "(iv) pay to the Executive the greater of (1) the
                  Incentive Compensation payable under such formula, if any, set
                  forth by the Committee or the Board in its discretion pursuant
                  to Section 3.2 hereof, provided such formula takes into
                  account the relationship that the portion of the year in which
                  the termination occurs that the Executive was employed by the
                  Company bears to the total year, and if not, a portion of the
                  Incentive Compensation payable under such formula which bears
                  the same relationship to the Incentive Compensation as the
                  number of days the Executive was employed by the Company
                  during the year in which the termination occurs bears to 365,
                  payable in the time and manner specified under such formula,
                  or (2) her pro-rata portion of the Bonus Pool, if any,

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                  for the Bonus Period in which such termination occurs, in the
                  time, manner, and amount provided in Section 3.2 hereof,"

           6.     After Section 5.5 of the Agreement shall be inserted new
Section 5.5A, which shall read as follows:

                  "Retirement.

                         (a)   If the Executive's employment is terminated under
                  Section 5.4 or 5.5 hereof, or by expiration of this Agreement
                  under Section 2 hereof, after the Executive has attained the
                  age of 65, the Executive shall be entitled to the following
                  benefits in addition to any benefits provided by the
                  applicable termination provision:

                               (i)   The Company shall continue to provide
                  health and dental insurance, as provided under Section 4.2
                  hereof, under the Company's health and dental plans for as
                  long as it shall be permissible and practical. Thereafter, the
                  Company shall reimburse the Executive for the cost of
                  purchasing comparable coverage, until the Executive's death;

                               (ii)  The Company shall cause the title to the
                  automobile provided to the Executive under Section 4.4 hereof
                  to be transferred to the Executive, free and clear of any
                  encumbrances. The Company shall continue to pay the insurance
                  premiums for the automobile so long as it is owned and
                  operated by the Executive as her primary vehicle;

                               (iii) The Company shall continue to furnish the
                  Executive with an office, secretarial help and other
                  reasonable facilities and services consistent with Section 4.3
                  of this Agreement, until the Executive's death.

                         (b)   If the Executive's employment is terminated under
                  Section 5.4 or 5.5 hereof, or by expiration of this Agreement
                  under Section 2 hereof, prior to the time the Executive has
                  attained the age of 65, the Executive shall be entitled to the
                  following benefits in addition to any benefits provided by the
                  applicable termination provision:

                               (i)   The Company shall continue to provide
                  health, dental, and long-term disability insurance, as
                  provided in Section 4.2 hereof, under the Company's health,
                  dental, and long-term disability plans for a period of two
                  years from the date of termination or expiration of this
                  Agreement;

                               (ii)  The Company shall cause the title to the
                  automobile provided to the Executive under Section 4.4 hereof
                  to be transferred to the Executive, free and clear of any
                  encumbrance. The Company shall continue to pay the insurance
                  premiums for the automobile for a period of two years from the
                  date of termination or expiration of this Agreement, or so
                  long as it is owned and operated by the Executive as her
                  primary vehicle, whichever is shorter.

                         (c)   If the Executive's employment is terminated under
                  Section 5.4 or 5.5 hereof, or by expiration of this Agreement
                  under Section 2

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                  hereof, and the Executive agrees to continue to perform
                  services for the Company thereafter at the Company's request,
                  the Company shall pay the Executive $200 per hour for such
                  services. An, amounts paid under this Section 5.5A(c) shall be
                  treated as Base Salary of the Executive for the purposes of
                  this Agreement. Nothing in this Section 5.5A(c) shall diminish
                  any benefits payable to the Executive under any other
                  provision of this Agreement.

                  The provisions of this Section 5.5A shall survive the term of
                  this Agreement."

     IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed effective as of the day and year first above written.


EXECUTIVE                                     COMPANY
                                              SHERWOOD BRANDS, INC., a Maryland
                                              corporation



/s/ Anat Schwartz                             By: /s/ [ILLEGIBLE]
----------------------                           --------------------------
Anat Schwartz                                 Name.
                                              Title:

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