Exhibit 10.2
                              Engagement Agreement
                         Between Merchant Capital Corp.
                                        &
                             Panama Industries, Inc.


         This Engagement Agreement (herein the "Agreement") is entered into this
1st day of September 2001 by and between  Panama  Industries,  Inc.  (herein the
"Company")   and   Merchant   Capital   Corp.   (herein  the   "Consultant"   or
"Consultants").


RECITALS

         The Consultants, through considerable experience, time and effort, have
created and developed,  a system for providing  financial  consultancy  services
(the "Services") to private and public companies.

         The Company  desires to obtain the services of the  Consultants  and on
the basis of previous  telephone  conversations and meetings between the Company
and  the  Consultants  as  well  as  other  discussions,  preliminary  financial
statements,  initial reports submitted by the Company,  and the  representations
that the  Company  has made to the  Consultants  describing  the Company and its
principals,  the present and proposed  business  activities of the Company,  its
operations,  financial  condition and capital structure,  and various agreements
and  documents  related  thereto,  the  Consultants  are willing to provide such
services to the Company.

         Now,  Therefore,  in consideration of the mutual covenants and promises
contained herein, the sufficiency of which is hereby acknowledged by each of the
parties, the Company and the Consultants hereby agree as follows:


I.       ENGAGEMENT
--       ----------

         The Company  hereby  engages and  retains the  Consultants  as Business
Consultants/  Financial Advisors for and on behalf of the Company to perform the
Services  (as that  term is  hereinafter  defined)  and the  Consultants  hereby
accepts such appointment on the terms and subject to the conditions  hereinafter
set forth and agree to use their best efforts in providing such Services.


II.      INDEPENDENT CONTRACTOR
---      ----------------------

         A.       The  Consultants  are,  and in all  respects are deemed to be,
                  independent  contractors  in the  performance  of their duties
                  hereunder,  any  law  of  any  jurisdiction  to  the  contrary
                  notwithstanding.

<PAGE>

         B.       The  Consultants  will not, by reason of this Agreement or the
                  performance  of  the  Services,  be or be  deemed  to  be,  an
                  employee, agent, partner,  co-venture or controlling person of
                  the Company,  and the Consultants  will have no power to enter
                  into any agreement on behalf of or otherwise bind the Company.

         C.       The Consultants will not have or be deemed to have,  fiduciary
                  obligations  or  duties  to the  Company  and  will be free to
                  pursue,  conduct  and carry on for its own account (or for the
                  account of others)  such  activities,  employments,  ventures,
                  businesses and other pursuits as the  Consultants in its sole,
                  absolute and unfettered discretion,  may elect. The Consultant
                  is a registered  broker/dealer  and associated person of such,
                  and  is  purporting  to  act  in  all   capacities   requiring
                  registration as a broker/dealer or associated person.

         D.       Notwithstanding the above, no activity,  employment,  venture,
                  business or other pursuit of the  Consultants  during the term
                  of  this   agreement   will  conflict  with  the   Consultants
                  obligations   under  this  Agreement  or  be  adverse  to  the
                  Company's interests during the term of this Agreement.


III.     SERVICES
----     --------

         The Consultants agree to provide the following,  hereafter collectively
referred to as the "Services":

         A.       Advise the Company in its efforts in obtaining  capital in any
                  form  or  structure  acceptable  to  the  Company  with  "Best
                  Efforts" terms from accepted prospective  investors,  investor
                  groups  or  their   agents.   The   Consultant   will  act  as
                  non-exclusive  agent  to  identifying   suitable   prospective
                  investors, investor groups or their agents.

         B.       Best Efforts.  The Consultants  will devote such time and best
                  effort to the  affairs  of the  Company as is  reasonable  and
                  adequate to render the  consulting  services  contemplated  by
                  this agreement.

         C.       The Consultants are not responsible for the performance of any
                  services which may be rendered  hereunder  without the Company
                  providing the necessary  information in writing prior thereto,
                  nor will the Consultants  include any services that constitute
                  the  rendering of any legal  opinions or  performance  of work
                  that  is  in  the  ordinary  purview  of  a  Certified  Public
                  Accountant. The Consultants cannot guarantee results on behalf
                  of  the  Company,  but  will  pursue  all  reasonable  avenues
                  available through its network of contacts.  At such time as an
                  interest is expressed by a third party in the Company's needs,
                  the  Consultants  will  notify the Company and advise it as to
                  the source of such  interest and any terms and  conditions  of
                  such  interest.   The  acceptance  and   consummation  of  any
                  transaction   is  subject  to  acceptance  of  the  terms  and
                  conditions by the Company.

<PAGE>

         D.       In conjunction with the Services, the Consultants agrees to:

                  1.       Make itself  available to the officers of the Company
                           at such  mutually  agreed  upon place  during  normal
                           business  hours  for  reasonable   periods  of  time,
                           subject to  reasonable  advance  notice and  mutually
                           convenient  scheduling,  for the  purpose of advising
                           the  Company  in the  preparation  of  such  reports,
                           executive  summaries,  corporate  and/or  transaction
                           profiles,   due  diligence   packages   and/or  other
                           material and documentation  ("Documentation") as will
                           be necessary,  in the opinion of the Consultants,  to
                           properly  present the Company to other  entities  and
                           individuals that could be of benefit to the Company.

                  2.       Make itself available for telephone  conferences with
                           the  principal   financial  sales  and/or   operating
                           officer(s)  of the  Company  during  normal  business
                           hours.

                  3.       Advise the Company's management in corporate finance,
                           structuring the nature,  extent and other  parameters
                           of any  private  or  public  offer(s)  to be  made to
                           prospective  investors,   investor  groups  or  their
                           agents.

                  4.       Advise  the   Company's   management   in  evaluating
                           proposals  and  participating  in  negotiations  with
                           prospective  investors,   investor  groups  or  their
                           agents.

                  5.       Advise  the  Company  regarding  company  operations,
                           staffing,  strategy,  and  other  issues  related  to
                           building  shareholder  value  as  is  may  reasonably
                           request,  consistent  with  the  provisions  of  this
                           Agreement.


IV.      RETAINER FEE
---      ------------

         The Company agrees that:

         A.       The Consultant  shall receive an option contract as a retainer
                  fee for its initial  professional time, due diligence expenses
                  and mobilization  costs. These retainer options will be issued
                  immediately upon execution of this agreement as follows:

                  |_|      50,000 shares @ $.75

<PAGE>

                  |_|      50,000 shares @ $1.25
                  |_|      50,000 shares @ $1.75
                  |_|      50,000 shares @ $2.25
                  |_|      50,000 shares @ $2.75

                  These  options are to be  delivered in fully  accountable  and
                  non-assessable  form.  The  underlying  stock to these options
                  will be  registered  in the next SB-2  registration  statement
                  filed by the Company. (See attached "Exhibit A")

V.       COMPENSATION
--       ------------

         If, at any time during the term of this  Agreement  and for a period of
three years following the termination of this agreement,  the Company  completes
any  transaction  which  includes,  but is not  limited  to;  any equity or debt
financing,  merges with or acquires  assets  involving  either public or private
companies  or any  other  property  from any of the  entities,  affiliations  or
persons, its employees or former employees, agents,  representatives,  advisors,
or consultants  introduced to the Company by the Consultant,  the Company agrees
to:

         Mergers & Acquisitions
         ----------------------

         A.       During  the  period  of this  agreement  the  consultant  will
                  represent the Company in any  negotiations  or  renegotiations
                  pursuant to any merger or  acquisition  of a public or private
                  company  introduced  by  the  Consultant.  In the  event  of a
                  successful  merger,  the Company  agrees to pay the consultant
                  fees (cash or common  stock at the  option on the  Consultant)
                  calculated   on  a   formula   below   based  on  the   market
                  capitalization   of   the   surviving   entity.   The   market
                  capitalization is defined as the average trading price for the
                  common stock for the five days  immediately  after the closing
                  of the merger.  The formulas  for making the fee  calculations
                  are as follows:

                  |_|      Five  (5%)  percent  of the first $1  million  or any
                           portion thereof;
                  |_|      Four (4%)  percent  of the  second $1  million or any
                           portion thereof;
                  |_|      Three  (3%)  percent  of the third $1  million or any
                           portion thereof;
                  |_|      Two (2%)  percent  of the  fourth $1  million  or any
                           portion thereof;
                  |_|      One (1%) percent of any balance thereof; and

         Equity Placement(s)
         -------------------

         A.       A "transaction  fee" equal to ten (10%) percent in cash,  upon
                  closing,  based  on any  and  all  proceeds  from  any and all
                  transaction  referred to in this  agreement,  for all forms of
                  equity financing; and

         B.       Issue to the Consultant  three (3) year warrants to purchase a
                  total of ten  (10%)  percent  of the  total  number  of shares
                  purchased by the investor or investor  group.  The  Consultant
                  may  exercise  these  warrants  at a price equal to one (100%)
                  percent of the offering  price (the price paid by the investor
                  or investor  group).  These  warrants  are to be  delivered in
                  cashless exercise,  fully accountable and non-assessable form.
                  The  Consultant's  warrants will carry  unlimited  "piggyback"
                  registration  rights  to any  subsequent  registration  by the
                  Company.

<PAGE>

         Debt Placement(s)
         -----------------

         A.       The cash  "transaction  fees" are equal to three (3%)  percent
                  computed  on the  gross  amount of any and debt  infusions  or
                  agreements,  credit  facilities,  credit lines,  and any other
                  form of debt financing accepted by the Company. These fees are
                  due and  payable  upon  closing  of any and all  transactions,
                  introduced by the Consultant, contemplated and completed under
                  this agreement.

         This  schedule  of fees  listed  above  is  subject  to the  terms  and
conditions  listed below.  These terms and  conditions are applicable to any and
all transactions contemplated and or completed under this agreement.

         A.       The  Company  agrees  that  any and all  transactions  will be
                  conducted through an escrow account to be established with the
                  consent of the Consultant. The Company further agrees that any
                  and all legal fees associated with the escrow will be deducted
                  from the  proceeds  on any and all  transactions.  These legal
                  fees are subject to the Company's advance written approval and
                  consent.

         B.       The Company further agrees to execute any and all documents or
                  instruction's necessary directing the funding source(s) to pay
                  the Consultant's  fee(s) directly from the proceeds of any and
                  all funding(s) directly from any and all escrow accounts.

         C.       If  required  by  applicable  law,  or at the  election of the
                  Consultant,  the  fees  deemed  to  have  been  earned  by the
                  Consultant  will be paid  to any  and all  placement  agent(s)
                  selected exclusively by the Consultant.

         The  various  transactions  contemplated  in  this  agreement  or to be
considered  independent  transactions  and the  fees  described  above  shall be
considered earned on a transaction-by-transaction  basis. These transactions are
in no way contingent upon one another. Obligations, transactions,  introductions
and sales  agreements/contracts that have been consummated will continue for the
duration of their respective contract, etc.


VI.      REPRESENTATIONS, WARRANTIES AND COVENANTS
---      -----------------------------------------

         A.       Execution.  The  execution,  delivery and  performance of this
                  Agreement,  in the time and manner herein specified,  will not
                  conflict with,  result in a breach of, or constitute a default
                  under any existing agreement,  indenture,  or other instrument
                  to which either the Company or the  Consultants  is a party or
                  by which either entity may be bound or affected.

<PAGE>

         B.       Non-Circumvention.  The Company hereby  irrevocably agrees not
                  to  circumvent,   avoid,  bypass,  or  obviate,   directly  or
                  indirectly,  the intent of this Agreement, to avoid payment of
                  fees in any transaction with any  corporation,  partnership or
                  individual,  introduced by the Consultants to the Company,  in
                  connection with any project, any loans or collateral, or other
                  transaction involving any products,  transfers or services, or
                  any  addition,   renewal   extension,   rollover,   amendment,
                  renegotiations,  new contracts, parallel contracts/agreements,
                  or third party assignments  thereof.  The Company  understands
                  and   acknowledges    that   its   obligations    under   this
                  Non-Circumvention   Agreement  are  for  the  benefit  of  the
                  Consultant  and its  successors  and  assigns,  and  that  the
                  Consultant's  failure or delay in exercising any right,  power
                  and privilege hereunder shall not operate as a waiver thereof,
                  nor  shall any  single  or  partial  exercise  thereof  or the
                  exercise  of any other  right,  power or  privilege  hereunder
                  operate as a waiver.

         C.       Timely  Appraisals.  The Company shall keep the Consultants up
                  to  date  and  appraised  of all  business  market  and  legal
                  developments  related to the  Company and its  operations  and
                  management.

                  1.       Accordingly,  the Company  shall use its best efforts
                           to  provide  the  Consultants   with  copies  of  all
                           amendments, revisions and changes to its business and
                           marketing plans, by-laws,  articles of incorporation,
                           private   placement    memoranda,    key   contracts,
                           employment  and   consulting   agreements  and  other
                           operational agreements.

                  2.       The  Company  shall use its best  efforts to promptly
                           notify the Consultants of the threat or filing of any
                           suit,    arbitration   or   administrative    action,
                           injunction,  lien,  claim or  complaint  and promptly
                           forward a copy of all related documentation  directly
                           to the  Consultants or at the  Consultants  option to
                           the Consultants counsel.

                  3.       The  Company  shall  use  its  best  efforts  to also
                           provide directly to the Consultants current financial
                           statements,    including   balance   sheets,   income
                           statements,   cash  flows  and  all  other  documents
                           provided  or  generated  by the Company in the normal
                           course  of  its   business   and   requested  by  the
                           Consultants from time to time.

                  4.       The  Consultants  shall use its best  efforts to keep
                           all  documents  and   information   confidential   as
                           described in the section below titled,  "CONFIDENTIAL
                           DATA".

<PAGE>

         D.       Corporate Authority. Both the Company and the Consultants have
                  full  legal  authority  to enter  into this  Agreement  and to
                  perform the same in the time and manner contemplated.

         E.       The individuals  whose signatures  appear below are authorized
                  to  sign  this   Agreement  on  behalf  of  their   respective
                  corporations.

         F.       The Company  will  cooperate  with the  Consultants,  and will
                  promptly provide the Consultants with all pertinent  materials
                  and  requested  information  in order for the  Consultants  to
                  perform its Services pursuant to this Agreement.

         G.       When issued, the Shares of the Company's Common Stock shall be
                  duly and validly issued, fully paid and non-assessable.

         H.       The Company  hereby  agrees to enter into an escrow  agreement
                  with  an  escrow  agent  selected  with  the  consent  of  the
                  Consultant  (the "Escrow  Agent"),  and agrees to abide by the
                  terms of the escrow  agreement  set forth by the Escrow  Agent
                  and the  Consultants on such terms as may be acceptable to the
                  Company and the Consultants.

         I.       The  Company  also  agrees  to  enter  into  such   additional
                  agreements,  sign such additional documents,  and provide such
                  additional   certifications   and   documentation  as  may  be
                  requested by the Escrow Agent,  the Consultant,  or such other
                  parties related to the obtaining of capital for the Company on
                  such  terms  as  may be  acceptable  to the  Company  and  the
                  Consultants.

         J.       Until  termination of the engagement,  the Company will notify
                  the Consultants promptly of the occurrence of any event, which
                  might   materially   affect  the   condition   (financial   or
                  otherwise), or prospects of the Company.


VII.     TERM AND TERMINATION
----     --------------------

         A.       This Agreement shall be effective upon its execution and shall
                  remain in effect for six (6) months.

         B.       In no event  shall  any  termination  be  effective  until the
                  expiration  of at least  ninety (90) days after the signing of
                  this agreement.

         C.       After  ninety (90) days from the date  hereof,  the Company or
                  the   Consultants   shall  have  the  right  to  request   the
                  termination  of this  engagement by furnishing the other party
                  with written notice requesting such termination.  However,  no
                  termination of this Agreement by either party shall be in full
                  force or affect  without the express  written  consent of both
                  parties.  Termination of this agreement  shall not, in any way
                  affect the right of the Consultant to receive,  as a result of
                  its   services   rendered,    transactions   consummated   and
                  introductions  made;  its fees,  securities or warrants on any
                  and all  transactions  which  result in the Company  receiving
                  financing or other benefits hereunder.

<PAGE>

VIII.    CONFIDENTIAL DATA
-----    -----------------

         A.       The Consultants shall not divulge to others,  any trade secret
                  or confidential information,  knowledge, or data concerning or
                  pertaining  to  the  business  and  affairs  of  the  Company,
                  obtained  by the  Consultants  as a result  of its  engagement
                  hereunder, unless authorized, in writing by the Company.

         B.       The Company  shall not divulge to others,  any trade secret or
                  confidential  information,  knowledge,  or data  concerning or
                  pertaining  to the  business  and affairs of the  Consultants,
                  obtained  by  the  Company  as  a  result  of  its  engagement
                  hereunder, unless authorized, in writing, by the Consultants.

         C.       The  Consultants  shall not be required in the  performance of
                  its duties to divulge to the Company or any officer, director,
                  agent or employee of the Company,  any secret or  confidential
                  information,  knowledge,  or data concerning any other person,
                  firm or  entity  (including,  but not  limited  to,  any  such
                  persons, firm or entity which may be a competitor or potential
                  competitor of the Company) which the  Consultants  may have or
                  be  able  to  obtain   otherwise  than  as  a  result  of  the
                  relationship established by this Agreement.


IX.      OTHER MATERIAL TERMS AND CONDITIONS:
---      ------------------------------------

         A.       Indemnity.  The Company  agrees to indemnify and hold harmless
                  the  Consultant  and its  affiliates  against any legal action
                  arising from written warranties and  representations  provided
                  by the Company.  Such indemnification shall include payment of
                  judgments, if any, and costs of legal representation and court
                  costs, if any.

         B.       Additional Instruments. Each of the parties shall from time to
                  time,  at the  request of  others,  execute,  acknowledge  and
                  deliver  to the other  party any and all  further  instruments
                  that may be reasonably  required to give full effect and force
                  to the provisions of this Agreement.

         C.       Entire  Agreement.  Each of the parties hereby  covenants that
                  this  Agreement  is  intended  to and does  contain and embody
                  herein all of the understandings and Agreements,  both written
                  or oral,  of the parties  hereby  with  respect to the subject
                  matter  of this  Agreement,  and  that  there  exists  no oral
                  agreement or  understanding  expressed  or implied  liability,
                  whereby the absolute,  final and  unconditional  character and
                  nature  of this  Agreement  shall  be in any way  invalidated,
                  empowered   or   affected.   There  are  no   representations,
                  warranties or covenants other than those set forth herein.

<PAGE>

         D.       Laws of the State of New York.  This Agreement shall be deemed
                  to be made in, governed by and interpreted under and construed
                  in all  respects in  accordance  with the laws of the State of
                  New York,  irrespective of the country or place of domicile or
                  residence of either party. In the event of controversy arising
                  out of the interpretation, construction, performance or breach
                  of this Agreement, the parties hereby agree and consent to the
                  jurisdiction  and venue of the District or County Court of New
                  York County, New York; or the United States District Court for
                  the  District of New York,  New York,  and  further  agree and
                  consent that personal service or process in any such action or
                  proceeding  outside  of the  State  of New  York  and New York
                  County  shall be  tantamount  to service in person  within New
                  York County,  New York and shall confer personal  jurisdiction
                  and venue upon either of said Courts.

         E.       Assignments.  The benefits of the Agreement shall inure to the
                  respective successors and assigns of the parties hereto and of
                  the  indemnified  parties  hereunder and their  successors and
                  assigns  and   representatives,   and  the   obligations   and
                  liabilities  assumed in this  Agreement by the parties  hereto
                  shall be binding upon their respective successors and assigns;
                  provided that the rights and  obligations of the Company under
                  this  Agreement  may not be assigned or delegated  without the
                  prior  written  consent  of  the  Consultants,  and  any  such
                  purported  assignment shall be null and void.  Notwithstanding
                  the foregoing,  the Consultants may not assign or delegate its
                  obligations and rights under this Agreement without consent of
                  the Company, in the Company's sole discretion.

         F.       Originals.  This  Agreement  may be  executed in any number of
                  counterparts,  each of which so  executed  shall be  deemed an
                  original and constitute one and the same agreement.  Facsimile
                  copies with signatures shall be given the same legal effect as
                  an original.

         G.       Addresses  of Parties.  Each party shall at all times keep the
                  other informed of its principal place of business if different
                  from that stated herein,  and shall promptly  notify the other
                  of any change, giving the address of the new place of business
                  or residence.

         H.       Notices.  All notices  that are  required to be or may be sent
                  pursuant to the provision of this  Agreement  shall be sent by
                  certified  mail,  return  receipt  requested,  or by overnight
                  package delivery service to each of the parties at the address
                  appearing herein,  and shall count from the date of mailing or
                  the validated air bill.

<PAGE>

         I.       Modification  and Waiver.  A modification  or waiver of any of
                  the  provisions of this  Agreement  shall be effective only if
                  made in writing and executed  with the same  formality as this
                  Agreement.  The  failure  of any party to insist  upon  strict
                  performance of any of the  provisions of this Agreement  shall
                  not be construed as a waiver of any subsequent  default of the
                  same or similar nature or of any other nature.

         J.       Injunctive  Relief.  Solely  by  virtue  of  their  respective
                  execution  of  this  Agreement  and in  consideration  for the
                  mutual   covenants   of  each  other,   the  Company  and  the
                  Consultants hereby agree, consent and acknowledge that, in the
                  event of the failure by the  Company to pay the  consideration
                  to the  Consultants  or in the  event of a breach of any other
                  material  term,  the  Consultants  will  be  without  adequate
                  remedy-at-law and shall therefore,  be entitled to immediately
                  redress any material  breach of this Agreement by temporary or
                  permanent injunctive or mandatory relief obtained in an action
                  or  proceeding  instituted  in the District or County Court of
                  New  York  County,  State  of New  York or the  United  States
                  District  Court  for the  District  of New  York  without  the
                  necessity  of proving  damages  and without  prejudice  to any
                  other  remedies  which the  Consultants  may have at law or in
                  equity. For the purposes of this Agreement, the Company hereby
                  agrees  and  consents  that  upon a  material  breach  of this
                  Agreement (as determined by a Court of Competent Jurisdiction)
                  as aforesaid,  in addition to any other legal and/or equitable
                  remedies the  Consultants may present a conformed copy of this
                  Agreement to the aforesaid courts and shall thereby be able to
                  motion the court obtain a permanent  injunction enforcing this
                  Agreement or barring  enjoining or otherwise  prohibiting  the
                  Company from  circumventing  the express written intent of the
                  parties as enumerated in this Agreement.

         K.       Attorneys Fees. If any arbitration,  litigation, action, suit,
                  or other proceeding is instituted to remedy, prevent or obtain
                  relief  from a breach  of this  Agreement,  in  relation  to a
                  breach of this  Agreement or pertaining  to a  declaration  of
                  rights under this Agreement, the prevailing party will recover
                  all such  parties  attorneys  fees  incurred in each and every
                  such action,  suit or other proceeding,  including any and all
                  appeals or petitions  there from.  As used in this  Agreement,
                  attorney's  fees will be deemed to be the full and actual cost
                  of any legal services  actually  performed in connection  with
                  the matters involved, including those related to any appeal or
                  the enforcement of any judgment calculated on the basis of the
                  usual fee charged by attorneys performing such services.


<PAGE>

         L.       Public Notices.  Any public notice,  press release or any type
                  of dissemination  of information  regarding the Closing of any
                  transaction   covered  in  this  agreement   shall  include  a
                  statement to the effect that "Merchant Capital Corp." acted as
                  a consultant in the matter referenced.


APPROVED AND AGREED:

Panama Industries, Inc.
76 North Broadway
Hicksville, NY 11801
Tel: (516) 931-5700
Fax: (516) 931-5776

----------------------/-------
Andrew Mazzone - CEO    Dated

Merchant Capital Corp.
257 Park Avenue South, 11th Floor
New York, NY 10010
Tel: (212) 213-5444
Fax: (212) 658-9009


----------------------/-------
Ronald P. Russo, Jr.    Dated
President