EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT
                                       OF
                        MSTG SOLUTIONS, INC. AND JUDY KIM
                             DATED DECEMBER 1, 2001

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                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT   ("Agreement")  is  made,  entered  into,  and
effective  as of December 1, 2001 (the  "Effective  Date"),  by and between MSTG
Solutions,  Inc., a Nevada corporation ("Company"),  and Judy Kim, an individual
("Employee") (collectively, the "Parties").

                                    RECITALS
                                    --------

     A.   Company is engaged in the business of providing  services and products
for small businesses and maintains an office in the State of California.

     B.   Company  desires to have an employment  agreement with Employee as its
Secretary,  Controller and Director  subject to the terms and conditions of this
Agreement.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and conditions
contained herein, the Parties hereto hereby agree as follows:

                                    AGREEMENT
                                    ---------

1.   Term of Employment.
     -------------------

     a.   SPECIFIED PERIOD. Company hereby employs Employee and Employee accepts
employment  with  Company  for a period of five years  beginning  on December 1,
2001.

     b.   RENEWAL.  This Agreement may be renewed for a succeeding  term of five
years at the option of both Employee and Company.

     c.   EMPLOYMENT TERM DEFINED. "Employment term" refers to the entire period
of employment of Employee by Company,  whether for the period provided above, or
whether  terminated  earlier  as  hereinafter  provided  or  extended  by mutual
agreement between Company and Employee.

2.   DUTIES AND  OBLIGATIONS OF EMPLOYEE.  Employee shall serve as the Secretary
and  Controller of the Company.  Employee shall report to the Board of Directors
of  the  Company.   Employee  shall   faithfully  and  diligently   perform  all
professional  duties and acts as may be  requested  and  required of Employee by
Company or its  Directors.  Employee shall devote such time and attention to the
business of Company as shall be required to perform the  required  services  and
duties.  Employee at all times during the employment  term shall strictly adhere
to and obey all policies,  rules and regulations  established  from time to time
governing the conduct of employees of Company

3.   Exclusivity, Non-Disclosure.
     ---------------------------

     a.   DEVOTION TO COMPANY  BUSINESS.  Employee agrees to perform  Employee's
services  efficiently  and to the best of Employee's  ability.  Employee  agrees
throughout  the term of this  Agreement to devote his time,  energy and skill to
the business of the Company and to the  promotion  of the best  interests of the
Company.

     b.   TRADE SECRETS.  Employee agrees that he shall not at any time,  either
during or subsequent to his employment term,  unless  expressly  consented to in
writing by Company,  either directly or indirectly use or disclose to any person
or  entity  any  confidential  information  of any kind,  nature or  description
concerning  any  matters  affecting  or  relating  to the  business  of Company,
including,  but not limited to, information concerning the customers of Company,
Company's  marketing  methods,  compensation  paid  to  employees,   independent
contractors  or suppliers  and other terms of their  employment  or  contractual
relationships,   financial  and  business  records,   know-how,   or  any  other
information  concerning the business of Company,  its manner of  operations,  or
other data of any kind,  nature or  description.  Employee agrees that the above
information and items are important, material and confidential trade secrets and
these affect the successful conduct of Company's business and its goodwill.

4.   Compensation.
     ------------

     a.   SALARY.  Subject to the  termination  of this  Agreement  as  provided
herein, Company shall compensate Employee for her services hereunder at a weekly
salary of One Thousand Dollars ($1,000) payable in

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accordance with the Company's  practices,  less normal payroll  deductions,  and
prorated for the actual employment term.

     b.   SALARY INCREASES; ADDITIONAL COMPENSATION. Employee shall receive such
annual increases in salary and such additional  compensation  (including bonuses
and stock options) as may be determined by the Board of Directors of the Company
in its sole discretion.  Such salary increases  and/or  additional  compensation
shall be paid to Employee on the anniversary  date of this Agreement  during the
Employment  Term,  and at such other times as may be  determined by the Board of
Directors.

6.   Employee Benefits.
     ------------------

     a.   PERSONAL  TIME  OFF  ("PTO").  Employee  shall be  entitled  to PTO in
accordance  with  Company's  Personnel  Manual  in effect at the time of the PTO
request.  Employee may be absent from his  employment for PTO only at such times
as may be convenient to Company and Employee.

     b.   MEDICAL  COVERAGE.  Company agrees to include Employee in the coverage
of its medical and dental insurance.

     c.   PLAN PARTICIPATION. Employee shall be entitled to participate in or to
receive benefits under all of Company's employee benefit plans made available by
Company or in the future to similarly situated employees,  subject to the terms,
conditions and overall  administration of such plans,  including but not limited
to 401(k) plans,  IRA plans,  E.R.I.S.A  Plans,  any other retirement or benefit
plans that the Company has made available to similarly situated employees.

7.   BUSINESS  EXPENSES.  Employee  will be  required  to incur  travel,  meals,
entertainment  and other  business  expenses  on behalf  of the  Company  in the
performance of Employee's duties hereunder.  Company will reimburse Employee for
all such reasonable  business  expenses  incurred by Employee in connection with
Company's   business  upon   presentation   of  receipts  or  other   acceptable
documentation of the expenditures.  In compensating  Employee for expenses,  the
ordinary and usual business  guidelines and documentation  requirements shall be
adhered to by Company and Employee.

8.   Termination of Employment.
     --------------------------

     a.   TERMINATION FOR CAUSE.  Company may terminate this Agreement for cause
at any time. For purposes of this  Agreement,  the term "cause" shall be defined
as an  intentional  act of criminal  conduct which causes damage to the Company.
Company may  terminate  this  Agreement  for cause by giving  written  notice of
termination to Employee  without  prejudice to any other remedy to which Company
may be entitled either at law, in equity, or under this Agreement. The notice of
termination   required  by  this  section  shall  specify  the  ground  for  the
termination and shall be supported by a statement of all relevant facts.

     b.   Termination Upon Death or Disability.
          -------------------------------------

          i.   DEATH.  This Agreement shall be terminated  immediately  upon the
death of Employee

          ii.  DISABILITY.   Company   reserves  the  right  to  terminate  this
Agreement if, due to illness or injury,  either physical or mental,  Employee is
unable to perform Employee's customary duties as an employee of Company,  unless
reasonable  accommodation can be made to allow Employee to continue working, for
more than 30 days in the aggregate out of a period of twelve consecutive months.
The disability shall be determined by a certification  from a physician.  Such a
termination  shall be effected by giving ten days' written notice of termination
to Employee.

          iii. WITHOUT CAUSE. Termination under this section for either death or
disability  shall  not be  considered  "for  cause"  for  the  purposes  of this
Agreement.

     c.   PAYMENT  ON  TERMINATION.   Notwithstanding   any  provision  of  this
Agreement,  if Company  terminates this Agreement without cause, other than upon
death or  disability  as set forth above,  it shall pay  Employee the  remaining
salary  amount  for the  remaining  outstanding  term of this  Agreement  or any
renewal thereof at the then current rate of compensation.

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9.   General Provisions.
     -------------------

     a.   BINDING EFFECT.  This Agreement shall be binding upon and inure to the
benefit of the Parties hereto their respective devisees,  legatees, heirs, legal
representatives, successors, and permitted assigns. The preceding sentence shall
not affect any restriction on assignment set forth elsewhere in this Agreement.

     b.   NOTICES. Any notice, request,  instruction, or other document required
by the terms of this  Agreement,  or deemed by any of the  Parties  hereto to be
desirable,  to be given to any other Party  hereto shall be in writing and shall
be given by  facsimile,  personal  delivery,  overnight  delivery,  or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the Company at the address of its  corporate  office and to the  Employee at the
Employee's  home  address  as it appears in the  Employee's  personnel  records.
Addresses  may be changed  from time to time by a notice sent as  aforesaid.  If
notice is given by  facsimile,  personal  delivery,  or  overnight  delivery  in
accordance   with  the  provisions  of  this  Section,   said  notice  shall  be
conclusively  deemed given at the time of such  delivery.  If notice is given by
mail in accordance  with the  provisions  of this Section,  such notice shall be
conclusively  deemed  given seven  business  days after  deposit  thereof in the
United States mail.

     c.   SUMS DUE DECEASED  EMPLOYEE.  If Employee dies prior to the expiration
of the  employment  term,  any sums that may be due him from Company  under this
Agreement  as of the  date of  death  shall  be paid  to  Employee's  executors,
administrators, heirs, personal representatives, successors, and assigns.

     d.   ARBITRATION.  If a dispute or claim shall arise with respect to any of
the terms or provisions of this Agreement, or with respect to the performance by
either of the Parties under this Agreement, other than a dispute with respect to
Section 3 of this  Agreement,  then  either  party  may,  with  notice as herein
provided, require that the dispute be submitted under the Commercial Arbitration
Rules of the American  Arbitration  Association  ("AAA").  Each party shall bear
one-half  (1/2) of the cost of  appointing  the  arbitrator  and of paying  such
arbitrator's  fees.  The  written  decision  of  the  arbitrator(s)   ultimately
appointed by or for both Parties shall be binding and conclusive on the Parties.
Judgment may be entered on such written decision of the single arbitrator in any
court having  jurisdiction  and the Parties  consent to the  jurisdiction of the
Municipal and Superior Court of Orange County,  California for this purpose. Any
arbitration  undertaken  pursuant  to the terms of this  section  shall occur in
Orange County, California.

     e.   ASSIGNMENT.  Subject to all other  provisions of this  Agreement,  any
attempt to assign or  transfer  this  Agreement  or any of the rights  conferred
hereby,  by judicial  process or otherwise,  to any person,  firm,  Company,  or
corporation  without  the prior  written  consent of the other  party,  shall be
invalid,  and may,  at the option of such other  party,  result in an  incurable
event of default  resulting  in  termination  of this  Agreement  and all rights
hereby conferred.

     f.   CHOICE OF LAW. This Agreement and the rights of the Parties  hereunder
shall be governed by and construed in  accordance  with the laws of the State of
California  including all matters of construction,  validity,  performance,  and
enforcement and without giving effect to the principles of conflict of laws.

     g.   INDEMNIFICATION.  Company  shall  indemnify,  defend and hold Employee
harmless,  to the fullest  extent  permitted  by law,  for all claims,  demands,
losses,  costs,  expenses,  obligations,  liabilities,  damages,  recoveries and
deficiencies,  including interest, penalties and reasonable attorney's fees that
Employee  shall incur or suffer  that arise  from,  result from or relate to the
discharge of Employee's  duties under this  Agreement.  Company  shall  maintain
adequate  insurance  for this  purpose or shall  advance  Employee  any expenses
incurred  in  defending  any such  proceeding  or claim  to the  maximum  extent
permitted by law.

     h.   JURISDICTION.  The Parties submit to the jurisdiction of the Courts of
the State of California or a Federal Court empanelled in the State of California
for the  resolution  of all  legal  disputes  arising  under  the  terms of this
Agreement, including, but not limited to, enforcement of any arbitration award.

     i.   ENTIRE AGREEMENT. Except as provided herein, this Agreement, including
exhibits,  contains  the entire  agreement of the Parties,  and  supersedes  all
existing  negotiations,  representations,  or  agreements  and all  other  oral,
written, or other  communications  between them concerning the subject matter of
this  Agreement.  There are no  representations,  agreements,  arrangements,  or
understandings,  oral or written,  between and among the Parties hereto relating
to the subject matter of this Agreement that are not fully expressed herein.

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     j.   SEVERABILITY.  If any  provision of this  Agreement is  unenforceable,
invalid, or violates applicable law, such provision, or unenforceable portion of
such provision, shall be deemed stricken and shall not affect the enforceability
of any other provisions of this Agreement.

     k.   CAPTIONS. The captions in this Agreement are inserted only as a matter
of  convenience  and for  reference  and shall not be deemed to  define,  limit,
enlarge,  or describe  the scope of this  Agreement or the  relationship  of the
Parties,  and  shall  not  affect  this  Agreement  or the  construction  of any
provisions herein.

     l.   MODIFICATION. No change, modification,  addition, or amendment to this
Agreement shall be valid unless in writing and signed by all Parties hereto.

     m.   ATTORNEYS' FEES.  Except as otherwise  provided  herein,  if a dispute
should arise between the Parties including, but not limited to arbitration,  the
prevailing  party  shall  be  reimbursed  by the  non-prevailing  party  for all
reasonable  expenses  incurred in resolving such dispute,  including  reasonable
attorneys'  fees  exclusive  of such  amount  of  attorneys'  fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement.

     n.   TAXES.  Any income taxes  required to be paid in  connection  with the
payments  due  hereunder,  shall be borne by the  party  required  to make  such
payment.  Any  withholding  taxes  in the  nature  of a tax on  income  shall be
deducted from  payments  due, and the party  required to withhold such tax shall
furnish to the party receiving such payment all documentation necessary to prove
the proper  amount to  withhold  of such  taxes and to prove  payment to the tax
authority of such required withholding.

     o.   NOT FOR THE BENEFIT OF CREDITORS OR THIRD  PARTIES.  The provisions of
this  Agreement  are intended  only for the  regulation  of relations  among the
Parties.  This  Agreement  is not  intended  for the benefit of creditors of the
Parties or other third  Parties and no rights are  granted to  creditors  of the
Parties or other third  Parties  under this  Agreement.  Under no  circumstances
shall any third party, who is a minor, be deemed to have accepted,  adopted,  or
acted in reliance upon this Agreement.

     g.   COUNTERPARTS;  FACSIMILE  SIGNATURES.  This  Agreement may be executed
simultaneously  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.  The Parties agree that facsimile signatures of this Agreement shall
be deemed a valid and binding execution of this Agreement.

     h.   CONFLICT WAIVER.  Both Employee and the Company (the "Parties") hereby
agree and acknowledge that the law firm of Senn Palumbo Meulemans,  LLP ("SPM"),
which  represents the Company,  has drafted this  Agreement.  The Parties hereto
further  acknowledge  that they have been  informed of the inherent  conflict of
interest  associated  with the  drafting of this  Agreement by SPM and waive any
action they may have against SPM regarding such conflict.  The Parties have been
given the  opportunity to consult with counsel of their choice  regarding  their
rights under this Agreement.

     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be
duly executed as of the Effective Date.

"Company"                               "Employee"

MSTG SOLUTIONS, INC..                   JUDY KIM
A NEVADA CORPORATION



By: /s/ Gil Kim                         By: /s/ Judy Kim
   --------------------------------        --------------------------------
        Gil Kim                                 Judy Kim
Its:    President

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