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                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT

                  EMPLOYMENT AGREEMENT, dated January 30, 2001, between Pro
Elite, Inc., a New Jersey corporation (the "Company"), and Michael Polsky, a
resident of _________________________________________, New Jersey ("Employee").

                                WITNESSETH THAT:

         In consideration of the mutual covenants contained below, the parties
hereto agree as follows:

         1. EMPLOYMENT TERM. The Company hereby agrees to employ Employee, and
Employee hereby agrees to serve the Company, as hereinafter set forth, for a
period of ten (10) years from the date hereof(such period being herein referred
to as the "Term"). Thereafter, this Agreement shall automatically be renewed,
unless either party gives the other sixty (60) days written notice prior to the
end of the applicable term, of its intent not to renew this Agreement.

         2. DUTIES AND OBLIGATIONS. Employee shall serve the Company during the
Term as President and Secretary of the Company and shall have such duties and
obligations as are set forth in the By-Laws of the Company and as are
customarily perf ormed by persons employed in such capacity. The precise
services of Employee may be revised by the Company from time; provided, however,
that any such revision of the precise services of Employee must be consistent
with the provisions of the immediately preceding sentence.
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         3. COMPENSATION.

         3.1 In consideration of the services rendered by Employee to the
Company under this Agreement, and subject to the provisions of Sections 5 and 6,
the Company shall during the Term pay Employee an annual salary in those amounts
determined under Sections 3.1.1 and 3.1.2 hereof, payable every two weeks in
twenty-six (26) equal installments.

         3.1.1 For services rendered during the first year of the Term, Employee
shall receive a salary in an amount equal to One Hundred Twenty Five Thousand
Dollars ($125,000.00) per annum.

         3.1.2 For services rendered during the balance of the Term, the Board
of Directors of the Company, may periodically increase, in their discretion,
Employee's salary. Employee shall receive a salary in an amount fixed by the
Board of Directors of the Company during the later part of the first year of the
Term for the second year of the Term and in an amount fixed by the Board of
Directors of the Company during the later part of the second year of the Term
for the third year of the Term, taking into account, among other things, the net
sales and net profits of the Company for the year immediately preceding the year
with respect to which his salary is being fixed and the performance by Employee
of his duties under this Agreement; provided, however, subject to the provisions
of Sections 5 and 6, the Board may not fix Employee's salary for any year in an
amount less than the salary the Company paid to him the immediately preceding
year, and provided further that for any year in which the Company has


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revenues in excess of revenues for the preceding year, Employee's salary shall
be increased by a minimum of $25,000 the Company.

         3.2 Employee may receive on the last day of each calendar year during
the Term at the discretion of the board of directors an additional bonus of up
to $90,000.

         3.3 Salary payments, shall be subject to withholding and other
applicable taxes.

         4. BENEFITS. During the Term, in addition to receiving the payments
described in Section 3 hereof, Employee, to the same extent as any other
eligible employee of the Company, shall have the right to participate in any and
all group life, hospital, medical, dental and disability insurance plans and in
any retirement, pension or death benefit plans, now or hereafter maintained by
the Company and generally offered by the Company to its executive employees.
Nothing in this Section 4 shall impose upon the Company any obligation to
install or maintain any Company Benefit Plans.

         5. DISABILITY. In the event that at any time during the Term Employee
shall suffer a disability, Employee shall continue to receive, under applicable
Company Benefit Plans (if any), benefits generally offered to disabled employees
to the same extent as any other eligible employee of the Company. Employee shall
receive any disability payment from any insurance policies paid for by the
Company. For the purposes of this Agreement, "disability" shall mean illness,
disability or other incapacity rendering Employee incapable


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of performing his duties and obligations under this Agreement.

         6. DEATH. If Employee shall die at any time during the Term, the Term
and the obligations of the Company under this Agreement shall thereupon
terminate.

         7. VACATION. Employee shall be entitled to regular paid vacations in
accordance with established Company policy in effect from time to time, but in
any event not less than (4) four weeks in any calendar year.

         8. EXPENSES. In addition to the payments described in Section 3 hereof,
the Company shall reimburse Employee for the reasonable expenses incurred by
Employee during the Term in promoting the Company's business, including expenses
for entertainment, travel and similar items, after presentation by Employee of
an itemized account of such expenditures.

         9. COVENANT NOT TO COMPETE.

         9.1 Employee hereby agrees that, during the Term of this Agreement (as
such Term may be extended), he will devote his full business time and efforts
exclusively to the business and affairs of the Company and do the utmost to
promote its interests. Employee further agrees that, during this Agreement (as
such Term may be extended), he shall not engage in any business or enterprise or
be concerned with any other commercial duties or pursuits whatsoever, except as
the Company, in its best interest, shall agree.


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         9.2 Employee hereby agrees that, during a period of one year after the
termination or expiration of the Term of this Agreement (as such Term may be
extended), he will not solicit, or cause the soliciting of, the services or the
employment of any employee of the Company or employ, or cause the employment of,
any such employee.

         10. NON-DISCLOSURE. Without authorization by the Board of Directors of
the Company, Employee will not, at any time, publish or disclose any
confidential information or trade secrets relating to the business of the
Company known by Employee on the date hereof or as a consequence of or through
his employment under this Agreement. All business records, papers and documents
kept or made by Employee and relating to the business of the Company or its
parent or any of its subsidiaries or affiliates shall be and remain the property
of the Company and shall be surrendered to the Company upon the termination or
expiration of this Agreement. Upon termination or expiration of this Agreement,
Employee shall not take with him, publish, or disclose, without authorization by
the Board of Directors of the Company, any business record, paper or document or
any correspondence, cost data, customer list, estimate or market survey
containing information or trade secrets relating to the Company.

         11. NOTICES.

         11.1 All notices and consents required or desired to be given pursuant
hereto shall be in writing and shall be deemed properly given (a) if delivered
to the addressee, in person, at the following address, or (b) if mailed, by
registered or certified mail, return


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receipt requested, to the following address:

         To the Company:                    Pro Elite, Inc.
                                            100 Dorigo Lane
                                            Secaucus, New Jersey 07094
                                            New Jersey, NJ

                                            Attention:  President

         To the Employee:                   Michael Polsky
                                            c/o the Company
                                            100 Dorigo Lane
                                            Secaucus, New Jersey 07094
                                            New Jersey, NJ

         11.2 Any address specified above may be changed by notice given, as
herein provided, by the party hereto whose address is being changed to the other
party hereto.

         11.3 If any such notice or consent is delivered in person, the date of
delivery shall be deemed the date of delivery of such notice or consent; and if
any notice or consent is mailed, the date of mailing shall be deemed the date of
such notice or consent.

         12. AMENDMENT; BREACH AND WAIVER. This Agreement may not be amended or
modified in any manner, except by an instrument in writing signed by both
parties hereto and approved by the Board of Directors of the Company. The
failure of either party hereto to enforce at any time any of the provisions of
this Agreement shall in no way be construed to be a waiver of any such provision
or any other provision, or of the right of such party thereafter to enforce each
and every such provision or other provision in the event of a subsequent breach.


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         13. AGREEMENT BINDING UPON SUCCESSORS. This Agreement shall inure to
the benefit of, and shall be binding upon, the Company, its successors and
assigns, and upon Employee, his heirs, executors, administrators, and legal
representatives, provided that the obligations of Employee hereunder may not be
delegated.

         14. CONSTRUCTION. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.

         15. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in the
State, City and County of New York in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.
         Employee and the Company each hereby consents to the jurisdiction of
(a) the American Arbitration Association in New York City for the purpose of
adjudicating any claim or controversy arising out of or relating to this
Agreement or a breach thereof, and (b) to the federal and state courts within
the State New York for the purposes of confirming the arbitrators' award and
entering a judgment thereon.


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


                                         ------------------------------
                                         Michael Polsky


                                         Pro Elite, Inc.


                                         By:
                                              ------------------------------
                                              Robert Polsky, as
                                              Chief Executive Officer


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