EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT
                             (ANDREW V. LATHAM, JR.)


         EMPLOYMENT  AGREEMENT  dated August 12, 2003, by and between  WHITEWING
ENVIORNMENTAL   CORP.  (the  "Company")  and  ANDREW  V.  LATHAM,   JR.  (  (the
"Executive").


                                    RECITALS:

         In  consideration  of the mutual  covenants  and  agreements  set forth
herein, the parties agree as follows:

1.       Employment and Duties.
         ----------------------

                  The  Company  hereby  agrees to employ the  Executive  and the
Executive hereby accepts  employment with the Company,  on the terms and subject
to the  conditions  hereinafter  set forth.  Subject to the terms and conditions
contained  herein,  the Executive  shall serve as Executive  Vice-President  and
Chief Technology  Officer of the Company.  In such  capacities,  Executive shall
report  directly to the  President  of the Company and shall have such duties as
are  commensurate  with  the  Executive's  position,  as  well as  other  duties
commensurate  with such  positions as may be assigned to the Executive from time
to time by the Company's  President and/or Board of Directors (the "Board").  In
addition,  Executive  shall serve as a director  and/or officer of any or all of
the Company's subsidiaries as determined from time to time by the board.

2.       Term of Employment.
         -------------------

                  This Agreement  shall commence and become  effective as of the
"Effective  Date" and end on the second  anniversary  of the Effective Date (the
"Employment  Period").  The  Employment  Period shall  automatically  extend for
one-year  successive  terms  unless  at  least  three  (3)  months  prior to the
expiration of the Employment Period (as the same may have been extended), either
party delivers to the other written notice of election not to renew.

                  The Company is conducting a Private  Placement  Offering of up
to  250,000  Units,  each Unit  consisting  of 1 share of  Series A  Convertible
Preferred  Stock and 40 Class A Common Stock Purchase  Warrants,  at an offering
price of $8.00  per  unit.  The  "Effective  Date"  means  the date on which the
Company consummates the sale of its securities  generating gross proceeds to the
Company  of at least  $500,000.  In the event that the  Effective  Date does not
occur by December 31, 2003, this Agreement shall be null and void.

3.       Consideration and Benefits.
         ---------------------------

         3.1      Base Salary.

                  The Company shall pay the  Executive a base salary,  exclusive
of any bonuses, of $145,000 per annum ("Base Salary").  The Base Salary shall be
reviewed and increased upon the completion of any Acquisition  (whether by asset
purchase or purchase of a majority of stock  interest) of any entity  during the
Employment Period.  The amount of such increase shall be promptly  determined by
the  Board  of  Directors  and  made  retroactive  to the  closing  date  of the
Acquisition.  The Base Salary shall be payable at such intervals as salaries are
paid by the Company to its other executive employees.

         3.2      Bonus.

                  The Executive shall receive an annual bonus ("Bonus") pursuant
to a bonus system established for its Senior Management (as hereinafter defined)
whereby,  on December 31, 2003, and on each anniversary  thereof (each, a "Bonus
Year"), the Company shall set aside an amount equal to seven and one half (7.5%)
percent of its earnings before  interest,  taxes,  depreciation and amortization
(the "Bonus Pool").  Bonuses payable from the Bonus Pool shall be paid not later


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than 30 days  following  the end of a Bonus  Year.  For the  Bonus  Year  ending
December  31,  2003,  the  Company's  Senior  Management  shall  consist  of its
President/CEO  and its two  Executive  Vice  Presidents,  who shall  each  share
equally in the Bonus Pool.  Commencing  with the Bonus Year ending  December 31,
2004, and thereafter,  the Board of Directors may, in its discretion, add to the
persons  constituting Senior Management and reallocate the Bonus Pool among such
Senior Management,  as redefined. In the absence of any contrary action taken by
the Board of Directors  during a Bonus Year, the computation and distribution of
Bonuses  to  Senior   Management   shall  be  that  of  the  prior  Bonus  Year.
Additionally,  the Board reserves the right to award Bonuses to the Executive in
excess of that prescribed above, in recognition of his individual contributions,
as and when it deems appropriate.

         3.3      Benefit Plans.

                  During the Employment  Period,  Executive shall be entitled to
participate  in all plans  adopted  for the  general  benefit  of the  Company's
executive employees,  such as pension plans, medical plans, investment plans and
group or other  insurance  plans and  benefits  (including  disability  and life
insurance  plans) to the extent that the  Executive  is and remains  eligible to
participate  therein and subject to the eligibility  provisions of such plans in
effect from time to time.

         3.4      Expenses.

                  The  Executive   shall  be  reimbursed   for  his   reasonable
out-of-pocket expenses incurred in the performance of his duties upon submission
of appropriate evidence thereof in conformity with normal Company policy.

         3.5      Stock Option.

                  The  Executive  shall be  granted  an  option to  purchase  an
aggregate of 150,000  common shares of the Company in accordance  with the terms
of the 2003 Stock  Ownership  Incentive  Plan of Whitewing  Environmental  Corp.
incorporated by this  reference,  pursuant to the terms of an Option Grant which
shall provide for the exercise of said options (i) two-third  upon the Effective
Date of this Employment Agreement,  and (iii) one-third on the first anniversary
thereof, each at the exercise price of $0.08 per share.

         3.7      Life Insurance.

                  The Company  shall provide the  Executive  with  $1,000,000 in
life insurance coverage, subject to his insurability at reasonable and customary
premium rates.

4.       Vacation.
         ---------

                  For each year  during the  Employment  Period,  the  Executive
shall be entitled to four weeks paid vacation to be taken at such times,  and in
such increments, as Executive shall determine in his sole discretion.

5.       Automobile.
         -----------

                  The Executive shall be entitled to an automobile  allowance or
the use of a Company-owned or Company-leased automobile according to policies of
the Company in place from time to time for its senior executive officers. In the
absence of such policies, the automobile allowance shall be $750.00 per month.

6.       Termination.
         ------------

         6.1      Death.

                  This Agreement shall automatically terminate upon the death of
the  Executive,  whereupon  the Company  shall be obligated  to the  Executive's
estate for any unpaid Base Salary through the date of death,  and the Bonus,  if
any pro-rated to date of death.  Amounts payable under this Section 6.1 shall be
payable at the times and intervals set forth in Sections 3.1 and 3.2 hereof,  as
applicable.



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         6.2      Disability.

                  The  Company  shall have  right to  terminate  this  Agreement
during the  continuance  of any  disability  of the  Executive,  as  hereinafter
defined,  upon  thirty  (30) days  prior  notice  to the  Executive  during  the
continuation  of the  Disability.  For purposes of this Section 6.2,  Disability
shall  mean the  inability  by  Executive  to perform a  substantial  portion of
Executive's  duties  hereunder  by reason of  physical or mental  incapacity  or
disability  for a  total  of one  hundred  eighty  (180)  days  or  more  in any
consecutive  period of three hundred and sixty-five (365) days, as determined by
the Board in its good faith judgment. In the event of a termination by reason of
the Executive's Disability,  the Company shall be obligated to pay the Executive
any unpaid  Base  Salary  through the date of  termination,  and Bonus,  if any,
pro-rated to the date of  termination.  Amounts  payable  under this Section 6.2
shall be payable at the times and  intervals  set forth in Sections  3.1 and 3.2
hereof, as applicable.

         6.3      Termination for Cause.

                  The Company may terminate  this  Agreement for cause.  "Cause"
shall  mean  the  Executive's  (i)  conviction  of a  felony  or  willful  gross
misconduct that, in either case, results in material and demonstrable  damage to
the business or reputation of the Company; or (ii) willful and continued failure
to perform his duties under the  Agreement  (other than such  failure  resulting
from the  Executive's  incapacity due to physical or mental illness or after the
issuance of a notice of termination by the Executive for Good Reason) within ten
business days after the Company delivers to him a written demand for performance
that specifically identifies the actions to be performed. Upon such termination,
the  Company  shall  only be  obligated  to pay the  Executive  his Base  Salary
pro-rated to the date of termination and any then accrued benefits.

         6.4      Termination for Other Reason.

                  If the  Executive's  employment  is  terminated  other than by
reason of (i) death,  (ii)  Disability,  (iii) for Cause or (iv) the Executive's
voluntary termination of employment,  then (x) the Company shall be obligated to
pay the Executive any unpaid Base Salary  through the date of  termination,  and
Bonus, if any,  pro-rated to the date of termination,  (y) the Company shall pay
the  Executive  severance  pay equal to the Base  Salary  (less  any  applicable
withholding  taxes)  payable  hereunder,  at times  and  intervals  set forth in
Sections  3.1  hereof,  for the  remainder  of the term of this  Agreement  (the
"Severance  Term"),  and (z)  notwithstanding  anything  contained in the Option
Agreement or the Company's option plans to the contrary,  all options previously
awarded to the Executive  shall  immediately  vest. The Company's  obligation to
make  payments  hereunder  to the  Executive  shall  immediately  cease upon the
Executive's  subsequent  death or disability or in the event the Executive shall
fail to honor the Executive's obligations under Section 7 hereof.

         6.5      Termination by the Executive.

                  The Executive may  terminate  this  Agreement for Good Reason.
The "Good Reason" shall mean the occurrence of any of the following  without the
written  consent of the  Executive of his  approval:  (i) the  assignment to the
Executive of duties  inconsistent with the Agreement or a change in his title or
authority;  (ii) any change in reporting  responsibility  so that the  Executive
reports to any  person  other than the Board of  Directors,  President,  or CEO;
(iii) the requirement of the Executive to relocate to a location outside the New
York  Metropolitan  area;  or (iv) any material  breach of the  Agreement by the
Company.  Upon such  termination,  the  company  shall be  obligated  to pay the
Executive  as if the  Agreement  was  Terminated  for Other Reason as defined in
paragraph 6.4 above.

7.       Restrictions.
         -------------

         7.1      Confidentiality.

                  (a) The Executive  recognizes  that the  Executive's  position
with the  Company is one of trust and  confidence.  The  Executive  acknowledges
that,  during the course of the  Executive's  employment  with the Company,  the
Executive will  necessarily  become  acquainted  with  confidential  information
relating to the suppliers of the Company, and trade secrets,  such as processes,


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methods  of  operation  and other  information  which  the  Company  regards  as
confidential  and in the  nature of trade  secrets  (collectively  "Confidential
Information");  provided,  however,  Confidential  Information shall not include
information which (i) is already in the possession of the Executive prior to the
date of this  Agreement;  (ii) is or becomes  generally  available to the public
other than as a result of disclosure by the Executive;  (iii) becomes  available
to the  Executive  on a  non-confidential  basis  from a source  other  than the
Company,  or (iv) which is  generally  known  within the  industry or  otherwise
obtainable through other sources. The Executive acknowledges and agrees that the
Confidential  Information  is valuable to the Company and that the Company could
suffer damage if any of the Confidential Information were improperly disclosed.

                  (b) The Executive covenants and agrees that the Executive will
not,  at any time  during  or for a period  of  twelve  (12)  months  after  the
termination of the Executive's  relationship with the Company,  reveal, divulge,
or make known to any person, firm or corporation,  any Confidential  Information
made  known to the  Executive  or of  which  the  Executive  has  become  aware,
regardless of whether developed, prepared, devised or otherwise created in whole
or in part by the efforts of the  Executive,  except and to the extent that such
disclosure is necessary to carry out the Executive's duties for the Company. The
Executive  further  covenants  and agrees that the  Executive  shall  retain all
Confidential  Information in trust for the sole benefit of the Company, and will
not divulge or deliver or show any Confidential  Information to any unauthorized
person including,  without limitation,  any other employer of the Executive, and
the Executive  will not make use thereof in an independent  business  related to
the business of the Company.

                  (c)  The  Executive  agrees  that,  upon  termination  of  the
Executive's  employment for any reason whatsoever,  or for no reason, and at any
time, the Executive shall return to the Company all papers,  documents and other
property  of the  Company  which  relate to  Confidential  Information,  and the
Executive will not retain copies of any such papers, documents or other property
for any purpose whatsoever.

         7.2      Non-Competition.

                  The Executive  agrees that during the Employment  Period,  and
for a period of twelve (12) months thereafter (or, if Executive's  employment is
terminated  pursuant to Section  6.4 hereof,  during the  Severance  Term),  and
whether  or  not  the  Executive  shall  be  entitled  to  the  payment  of  any
post-termination  severance  benefits  described  in  Section  6.4  hereof,  the
Executive shall not,  except as permitted under Section 7.3 hereof,  (i) engage,
directly or indirectly,  in the State of New Jersey,  alone or as a shareholder,
partner,  officer,  director,  employee  or  consultant  of any  other  business
organization,  in the  business  of the  recycling  of oil  filters,  oil and/or
antifreeze  (collectively,  the `Business"),  (ii) divert to any organization in
the Business any customer of the Company or any of its  subsidiaries or business
units, or (iii) hire,  solicit or encourage any officer,  employee or consultant
of the Company or any of its  subsidiaries to leave its employ for employment by
or with any  organization in the Business.  Nothing provided in this Section 7.2
shall prevent the Executive from  purchasing or otherwise  beneficially  owning,
without  restriction on amount, any securities issued by the Company.  If at any
time the  provisions  of this Section 7.2 shall be  determined  to be invalid or
unenforceable,  by reason of  unreasonableness  as to area, duration or scope of
activity, this Section 7.2 shall be considered divisible and shall become and be
immediately  amended to only such area,  duration and scope of activity as shall
be determined to be reasonable and enforceable by the court or other body having
jurisdiction over the matter;  and the Executive agrees that this Section 7.2 as
so amended  shall be valid and  binding as though any  invalid or  unenforceable
provision had not been included herein.

         7.3      Exclusivity.

                  During the  Employment  Period,  the  Executive  shall  devote
substantially  his full time to the  business of the Company,  shall  faithfully
serve the Company,  shall in all respects  conform to and comply with the lawful
and  reasonable  directions  and  instructions  given  to him by  the  Board  in
accordance  with the  terms of this  Agreement,  shall use his best  efforts  to
promote and serve the  interest of the Company and shall not engage in any other
business  activity,  whether  or not  such  activity  shall  be  engaged  in for
pecuniary  profit,  except  that  the  Executive  may  (i)  participate  in  the
activities of professional  trade  organizations  related to the business of the
Company and its subsidiaries,  (ii) engage in personal  investing  activities of
unrelated  businesses  and (iii) with the  written  consent of the Board,  which
shall  not  be  withheld  unreasonably,  own  up to  five  (5%)  percent  of the
outstanding  capital  stock  or  profits  interest  of any  competing  Business,


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provided  that the  activities  set forth in these  clauses (i), (ii) and (iii),
either singly or in the aggregate, do not interfere in any material respect with
the services to be provided by the Executive hereunder.

         7.4      Due Performance By Company.

                  All terms and  provisions of this Section 7 are subject to the
Company's due performance of all obligations on its part to be performed.

8.       Enforcement.
         ------------

                  The  Executive  acknowledges  that  the  Company  will  suffer
substantial and irreparable damages not readily  ascertainable or compensable in
terms of money in the event of the breach of any of the Executive's  obligations
under Section 7 hereof.  The  Executive  therefore  agrees that the Company,  in
addition to any other remedies  (including  damages) provided by law, shall have
the right and remedy to have such provisions  specifically enforced by any court
having equity jurisdiction thereof upon due notice to the Executive.  The rights
and  remedies  set forth in this  Section 8 shall be in addition  to, and not in
lieu of, any other  rights and remedies  available  to the Company  under law or
equity.

9.       Miscellaneous Provisions.
         -------------------------

         9.1      Entire Agreement; Prior Agreement Terminated.

                  This   Agreement   set  forth   the   entire   agreement   and
understanding  between the parties with respect to the subject matter hereof and
supersedes all prior agreements,  arrangements,  and understandings  between the
parties  with  respect  to  the  subject  matter  hereof.   Notwithstanding  the
foregoing, if the transaction set forth in paragraph 2 is not consummated,  than
this agreement shall not take effect and all prior agreements,  arrangements and
understandings between the parties remain in full force and effect.

         9.2      Modification.

                  This  Agreement  may  not be  amended,  modified,  superseded,
canceled,  renewed or  extended,  and the terms or  covenants  hereof may not be
waived, except by a written instrument executed by both of the parties or in the
case of a waiver, by the party waiving compliance.

         9.3      Successors.

                  (a) Company's Successors. This Agreement shall be binding upon
any  successor  (whether  direct or  indirect  and whether by  purchase,  lease,
merger, consolidation,  liquidation or otherwise) to all or substantially all of
the Company's business and/or assets ("Change of Ownership").  The Company shall
require  any   successor,   by  agreement  in  form  and  substance   reasonably
satisfactory  to the  Executive,  to expressly  assume and agree to perform this
Agreement  in the same manner and to the same  extent that the Company  would be
required to perform it if no such  succession had taken place.  For all purposes
under this  Agreement,  the term  "Company"  shall  include any successor to the
Company's business and/or assets which becomes bound by this Agreement.

                  (a) Executive's  Successors.  This Agreement and all rights of
Executive  hereunder  shall  inure to the  benefit  of, and be  enforceable  by,
Executive's  personal  or  legal  representatives,   executors,  administrators,
successors, heirs, distributees, devisees and legatees.

         9.4      Waiver.

                  The  failure  of either  party at any time or times to require
performance  of any  provision  hereof in no manner  shall affect the right at a
later time to  enforce  the same.  No waiver by either  party of a breach of any
term or covenant  contained in this Agreement,  whether by conduct or otherwise,
in any one or more instances, shall be deemed to be or construed as a further or
continuing  waiver of any such  breach or a waiver of any other term or covenant
contained in this Agreement.


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         9.5      Notices.

         All notices,  demands, consents or other communications hereunder shall
be in writing  and shall be given (and shall be deemed to have been duly  given)
upon the earlier of receipt or one  business  day after being sent by  reputable
overnight  courier to the  parties at the  addresses  set forth above or to such
other address either party shall hereafter specify by notice to the other party.
Irrespective  of the  foregoing,  notice of change of address shall be effective
only upon receipt.

         9.6      Governing Law.

                  This  Agreement  shall be  construed  in  accordance  with and
governed by the laws of the State of New Jersey applicable to contracts made and
to be performed wholly within such state.

         9.7      Disputes.

                  All disputes between the parties arising from or in connection
with this Agreement or the  Executive's  employment  hereunder,  including those
relating to the existence and validity of this Agreement,  shall be submitted to
full and  binding  arbitration  in New York,  New York,  before a panel of three
arbitrators and administered by the American  Arbitration  Association under its
National Rules for the Resolution of Employment Disputes,  and judgment upon the
award  rendered  by  the   arbitrators  may  be  entered  by  any  court  having
jurisdiction  thereof.  The  cost  of any  such  arbitration  shall  be  paid as
determined by the  arbitrators.  The  arbitrators  shall have the power to award
legal fees and  expenses to the  prevailing  party.  The parties  knowingly  and
voluntarily  agree to enter  into this  arbitration  clause and waive any rights
that might otherwise exist to request a jury trial or other court proceeding.

         9.8      Assignability.

                  This  Agreement  and the  Executive's  rights and  obligations
hereunder,  may  not  be  assigned  by the  Executive.  Subject  to  Executive's
documentary  approval  rights as provided in Section 9.3, the Company may assign
its rights,  together  with its  obligations  hereunder,  only to a successor by
merger or by the purchase of all or substantially all of the assets and business
of the Company and such  rights and  obligations  shall inure to, and be binding
upon, any such successor.

         9.9      Binding Effect.

                  This  Agreement  shall be binding  upon and shall inure to the
benefit  of the  parties  and their  respective  legal  representatives,  heirs,
permitted successors and permitted assigns.

         9.10     Headings and Word Meanings.

                  Headings and titles in this  Agreement are for  convenience of
reference only and shall not control the construction or  interpretation  of any
provision  hereof.  The  words  "herein,"  "hereof,"  "hereunder,"  and words of
similar import, when used anywhere in this Agreement, refer to this Agreement as
a whole and not merely to a subdivision  in which such words appear,  unless the
context  otherwise  requires.  The singular  shall include the plural unless the
context otherwise requires.

         9.11     Severability.

                  Any term or  provision of this  Agreement  which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or  unenforceability  without rendering invalid
or  unenforceable  the  remaining  terms and  provisions  of this  Agreement  or
affecting  the validity or  enforceability  of any of the terms or provisions of
this Agreement in any other jurisdiction.



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9.13     Indemnity

                  The Company  hereby  agrees to  indemnify  Executive  and hold
Executive harmless from and Against all claims and damages (including reasonable
attorney's fees) arising out of or relating to any personal  guarantees given by
Executive to secure obligations of the Company. Company's obligations under this
section shall survive the  termination of this Agreement and the  termination of
Executive's  employment  with the Company.  The Company  further agrees that, if
Executive is terminated without cause during the term of this Agreement, Company
will exercise best efforts to relieve Executive from his guaranteed  obligations
and, failing such efforts, to attempt to refinance the indemnified obligation if
it is commercially reasonable to do so.

                  IN  WITNESS  WHEREOF,  the  parties  have duly  executed  this
Agreement as of the date first above written.

THE EXECUTIVE:                            THE COMPANY:

                                          WHITEWING ENVIORNMENTAL CORP.


/s/ Andrew V. Latham                      /s/ Norman Raben
--------------------                      ----------------
ANDREW V. LATHAM, JR.                     Norman Raben, Executive Vice President









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