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                                  Exhibit 10.2

                      EMPLOYEE'S CONFIDENTIALITY AGREEMENT

I understand and agree that the following terms are conditions of my employment
at M.J. Gross & Company Inc. d/b/a Data Conversion Laboratory, its subsidiaries
and/or its affiliates (the "company"):

1.       DEVOTION OF TIME.

         During the Employment Period, I shall: (i) expend substantially all my
         working time for the Company; (ii) devote my best efforts, energy and
         skill to the services of the Company and the promotion of its
         interests; (iii) shall not work for other companies in related
         businesses without prior consent; and (iv) not take part in activities
         known by me to be detrimental to the best interests of the Company.

2.       TRADE SECRETS.

         2.1      I expressly agree and understand that the Company owns and/or
                  controls numerous methods, products, processes, customer
                  materials, customer lists, trade secrets and other information
                  applicable to its business and that it may from time to time
                  acquire, improve or produce additional methods, products,
                  processes, customer materials, customer lists, trade secrets
                  and other information (collectively, the "Confidential
                  Information"). I hereby acknowledge that each element of the
                  Confidential Information constitutes a unique and valuable
                  asset of the Company or its customers and that certain items
                  of the Confidential Information have been acquired from third
                  parties upon the express condition that such items will not be
                  disclosed other than to the Company in the ordinary course of
                  its business.

         2.2      I hereby acknowledge that disclosure of the Confidential
                  Information to and/or use by anyone other than in the
                  Company's ordinary course of business would result in
                  irreparable and continuing damage to the Company and its
                  customers. Accordingly, I agree to hold the Confidential
                  Information in the strictest secrecy, and covenant that,
                  during the Employment Period or any time thereafter, I will
                  not, without the prior written consent of the Board of
                  Directors, directly or indirectly, allow any element of the
                  Confidential Information to be disclosed, published or used,
                  nor permit the Confidential Information to be discussed,
                  published or used, either by myself or any third parties,
                  except in effecting my duties on behalf of the Company in the
                  ordinary course of business. Notwithstanding anything to the
                  contrary herein contained, my obligation to maintain the
                  secrecy and confidentiality of the Confidential Information
                  under this Section 2 shall not apply to any such Confidential
                  information, which is in the public domain.

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3.       EMPLOYEE KNOWLEDGE

         3.1      I hereby agree to communicate and make known to the Company
                  all knowledge processed by me relating to any methods,
                  developments, inventions and/or improvements, whether
                  patented, patentable, or unpatentable, which relate to the
                  business of the Company, acquired by me before or during the
                  Employment period; provided however, that nothing herein shall
                  be constructed as requiring any such communication where the
                  method, development, invention, and/or improvement is lawfully
                  protected from the disclosure as the trade secret of a third
                  party or by any other lawful bar to such communication
                  existing prior to the commencement of employment hereunder.

         3.2      Any methods, developments, inventions, and/ or improvements,
                  whether patentable or unpatentable, which I may conceive of or
                  develop in connection with the Company's business (solely or
                  jointly with another or others), while in its employ, shall
                  be and remain the exclusive property of the Company to the
                  extent permitted by law. I further agree on request to execute
                  patent application, and any other records or memoranda
                  requested by the Company, based on such methods, developments,
                  inventions and/or improvements, including instruments deemed
                  necessary by the Company for the prosecution of the patent
                  application or the acquisition of Letters of Patent of this
                  and any foreign country or otherwise.

         3.3      I hereby agree to keep all such records in connection with my
                  employment as the Company may, from time to time direct, and
                  all such records shall be the sole exclusive property of the
                  company.

4.       RESTRICTIVE COVENANT

         4.1      I agree that if my employment hereunder shall at any time be
                  terminated for any reason whatsoever, I will not at any time
                  within one (1) year after such termination, without the prior
                  written approval of the Board of Directors, directly or
                  indirectly, engage in any business activity anywhere in the
                  world, competitive with the business of the Company.
                  Furthermore, I agree that, during such one-year period, I
                  shall not solicit, directly or indirectly, any prospective
                  account of the company who at the time of such termination
                  was, to my knowledge, then actively being solicited by the
                  Company and I shall not in any manner, directly or indirectly,
                  knowingly and purposefully affect to the Company's detriment
                  any relationship of the Company with any customer, supplier or
                  employee of the Company or cause any customer or supplier to
                  refrain from entrusting additional business to the Company. In
                  the event that any of the provision of this section shall be
                  adjudicated to exceed the time, geographic or other
                  limitations permitted by applicable law in any jurisdiction,
                  then such provision shall be deemed reformed in such
                  jurisdiction to the maximum time, geographic or other
                  limitations permitted by applicable law.

5.       INJUNCTIVE RELIEF. I hereby acknowledge and agree that, in the event I
violate any provision of Sections 2, 3, or 4 hereof, the Company will be without
an adequate remedy at law and, accordingly, will be entitled to enforce such
restriction by temporary or permanent injunctive or mandatory relief obtained in
any action or proceeding instituted in any court of competent jurisdiction
without the necessity of proving damages and without prejudice to any other
remedies which it may have at law or in equity.


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6.       GOVERNING LAW. This  Agreement  shall be governed by, and construed and
enforced in accordance  with, the laws of the State of New York, without giving
effect to principles of conflict of law.

7.       WAIVER. The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach. If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and not in any way affect or render invalid or unenforceable any other
provisions of this Agreement, and this Agreement shall be carried out as if such
invalid or unenforceable provision were not embodied therein.

8.       ASSIGNMENT. Except as otherwise herein expressly provided, this
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns, including, without limitation, any corporation or other
entity into which the Company is merged or which acquires all of the outstanding
shares of the Company's capital stock, or all or substantially all of the assets
of the Company.

9.       ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and there are no representations, warranties or commitments
except as set forth herein. This Agreement supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussion, whether
written or oral, of the parties hereto relating to the transactions contemplated
by this Agreement. This Agreement may be amended only in writing executed by the
parties hereto affected by such amendment.

         IN WITNESS WHEREOF, I execute this Agreement as of the day and year
written below.

                                            By:________________________________

                                            Date: _____________________________