EXHIBIT 10.2
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                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to the Employment Agreement dated March 1, 2005 (the
"Amendment") is made by and among SWK Technologies, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), having an office at 293 Eisenhower
Parkway, Livingston, NJ 07039, Trey Resources, Inc. a Delaware corporation
(hereinafter referred to as "Trey"), having an office at 293 Eisenhower Parkway,
Livingston, NJ 07039 and Andrew Rudin, currently residing at ___________________
(the "Executive").

                              W I T N E S S E T H :

         WHEREAS, the Company and the Executive entered into an employment
agreement dated March 1, 2005 (the "Employment Agreement"), and

         WHEREAS, the Company and the Executive wish to mutually amend this
Employment Agreement,

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt
sufficiency of which is hereby acknowledged, the parties agree as follows:

The terms and conditions as set forth below shall amend the Employment
Agreement:

1.       The Preamble of the Employment Agreement is hereby amended by adding
the following additional party in between the reference to the Company and the
Executive so that the Preamble shall read:

                  "AGREEMENT made as of March 1, 2005, by and among SWK
         TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as
         the "Company"), having an office at 293 Eisenhower Parkway, Livingston,
         New Jersey 07039, Trey Resources, Inc. a Delaware corporation
         (hereinafter referred to as "Trey"), having an office at 293 Eisenhower
         Parkway, Livingston, NJ 07039 and Andrew Rudin, currently residing at
         91 Circle Drive, Syosset, New York 11791 (hereinafter referred to as
         the "Executive")."


2.       Section 4(a) is hereby amended by deleting the reference to the date of
March 1, 2005 and replacing it with the date of March 1, 2006.

3.       Section 4(h) is hereby amended by deleting this subsection in its
entirety and replacing it with the following language:
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                  "4(h) The Executive will receive a commission equal to $1,500
         (to a maximum of $60,000) payable in cash, plus those number of shares
         of Trey Resources, Inc. Class A Common Stock equal to $1,875 (to a
         maximum of $75,000) for every customer of Business Consulting Solutions
         LLC for which Best Software, Inc. transfers the Reseller of Record on
         the records maintained by Best Software, Inc to the Company (the
         "Commission"). The number of shares of common stock to be issued
         pursuant to this Section 4(h) shall be calculated using the average
         closing price for the five trading days preceding the date hereof. Such
         Commission shall be paid monthly over a period of thirty-six (36)
         months. In the event that less than thirty percent (30%) of the
         customers who transfer Resellers of Record for the Company's benefit
         fail to remain customers of the Company through at least March 1, 2008,
         then that portion of the Commission that has already been paid the
         Executive shall be subject to forfeiture and the Company shall have no
         further obligation to make any further Commission payments to the
         Executive."

4.       Section 18 entitled "Notices" is hereby amended by deleting in its
entirety reference to the law firm of Kramer Levin Naftalis & Frankel LLP and
replacing it with: Meritz & Muenz LLP, 2021 O Street, NW, Washington, DC 20036,
Attention: Lawrence A. Muenz, Esquire.

5.       The Signature section of this Agreement is hereby amended by deleting
the reference to Section 4(g) appearing above the corporate name of "Trey
Resources, Inc."


                            Signature page to follow.

















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

SWK TECHNOLOGIES, INC.                               ANDREW RUDIN



By:________________________                          By:________________________
Name:    Jeffrey D. Roth
Title:   Chief Executive Officer

Dated: ____________________                          Dated: ____________________



With respect to Section 4(h), the undersigned acknowledges and accepts its
obligations.

TREY RESOURCES, INC.



By: __________________________      Dated: _____________________
Name:  Mark Meller
Title:   Chief Executive Officer



















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