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                                                                   Exhibit 10.22

                    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 UZIEL FRYDMAN (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 Agreement, pursuant to its Section 2.2, automatically
renewed on August 1, 2001 for a new three year term; and

         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 July 31, 2004, unless
                  sooner terminated in accordance with the terms and conditions
                  hereof."

         2.       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 $451,333 (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 from time to time. In addition, on August 1, 2002,
                  and each subsequent August 1 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

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                  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.

         3.       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 his 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 31, 2001, calculated prior to any deduction for
                           any Awards made from the Bonus Pool for that year
                           (the "Adjusted Base Year EBITDA"), multiplied by

                                 (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

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                  Adjusted EBITDA for the fiscal year is less than $2,000,000
                  than 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, Anat Schwartz, 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."

         4.       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) his pro-rata portion of the Bonus Pool, if any, for the
                  Bonus Period in which such termination occurs, in the time,
                  manner, and amount provided in Section 3.2 hereof,"

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

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                  "Retirement. 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 his primary
                                 vehicle;

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

                           (iv)  The Executive will provide consulting
                                 services to the Company for three years for
                                 which the Company shall pay the Executive
                                 $150,000 per annum.

                  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/ Uziel Frydman                     By: /s/ [ILLEGIBLE]
--------------------                     ------------------------
Uziel Frydman                         Name:
                                      Title:

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