EX-10.2

         TILDEN ASSOCIATES, INC.
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         EMPLOYMENT AGREEMENT
         --------------------
         WITH
         ----

                                 ROBERT BASKIND
                                 --------------

         AGREEMENT MADE the 1st day of January , 2000 between TILDEN ASSOCIATES,
INC., a Delaware Corporation located at 1325 Franklin Avenue, Suite 165, Garden
City, New York 11530 (hereinafter referred to as "Employer") and ROBERT BASKIND
residing at 9 Wimbledon Drive, North Hills, New York 11576 (hereinafter referred
to as "Employee").

         1.    Employment. The Employer employs the Employee and the Employee
accepts employment upon the terms and conditions of this Agreement.

         2.    Term. The term of this Agreement shall begin on the 1st day of
January, 2000, and shall terminate on the 31st day of December, 2005.

         3.    Compensation. The Employer shall pay the Employee for all
services rendered a salary of $ 110,000 per year with a five percent (5%)
increase each year subject to management's discretion, payable in equal weekly
installments at the end of each week. Salary payments shall be subject to the
withholding and other applicable taxes.

         4.    Duties. The Employee shall serve as the Employer's President, and
to act in such capacity in all respects necessary.

         5.    Extent of Services. The Employee shall be required to work during
normal business hours or whenever necessary to accomplish the company's
objectives.

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         6.    Vacation. The Employee shall be entitled each year to take a
vacation of six (6) weeks, during which time his compensation shall be paid in
full.

         7.    Disability. It is hereby agreed that in the event the Employee is
unable to perform his services by reason of illness or incapacity and has
already utilized all accrued vacation, sick days and personal days, the Employee
shall be entitled to a one (1) month leave with pay. However, the Employer
hereby agrees to reinstate the Employee to his position at the end of the
aforesaid leave at the same level of compensation in effect prior to said leave.

         8.    Medical Benefits. The Employer shall not be liable for providing
the Employee with any medical insurance. However, in the event the Employer does
acquire a group medical insurance plan, the Employee will be given an option to
join same, the terms of which shall be separately negotiated between the
parties.

         9.    Bonus. In the event the Employer's annual net income amounts to
the sum of $500,000.00 or greater, the Employee shall be entitled to receive a
bonus in the amount of twenty-five (25%) of the Employee's gross annual salary
in effect during said year said bonus shall be received by the Employee within
one month of the corporation's year end.

         10.   Termination Without Cause. The Employer may not terminate this
Agreement without cause.

         11.   Termination Upon Sale of Business. Notwithstanding anything to
the contrary, the Employer may terminate this Agreement by giving ten (10) days
notice to the Employee if any of the following events occur:

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               a)      The Employer sells substantially all of its assets; or

               b)      At least two-thirds (2/3) of the outstanding corporate
               shares of the Employer are sold, exchanged or otherwise disposed
               of; or

               c)     The Employer elects to terminate its business or liquidate
               its assets; or

               d)     There is a merger or consolidation of the Employer in a
               transaction in which the Employer's shareholders received less
               than fifty (50%) percent of the outstanding voting shares of the
               new or continuing corporation. If any of the above occurs, the
               employee will be entitled to two (2) full years of compensation
               to effect a termination. 12. Arbitration. Any controversy or
               claim which arises out of, or relating to, this Agreement, or its
               breach, shall be settled by arbitration in accordance with the
               then governing rules of the American Arbitration Associates.
               Judgment upon the award rendered may be entered and enforced in
               any court of competent jurisdiction.

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         13.   Notices. Any notice required or desired to be given under this
Agreement shall be deemed given if in writing and sent by Certified Mail, Return
Receipt Requested, to the Employee's residence or the Employer's principal
office, as the case may be.

         14.   Waiver of Breach. The Employer's waiver of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee. No waiver shall be valid
unless in writing and signed by an authorized officer of the Employer.

         15.   Assignment. The Employee acknowledges that his services are
unique and personal. Accordingly, the Employee may not assign his rights or
delegate his duties or obligations under this Agreement. The Employer's rights
and obligations under this Agreement shall inure to the benefit of, and shall be
binding upon, the Employer's successors and assigns.

         16.   Entire Agreement.This Agreement contains the entire understanding
of the parties. It may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.

TILDEN ASSOCIATES, INC.

By:
(Employer)


ROBERT BASKIND        (Employee)

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