EXHIBIT 10.2


                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective the 1st day of May
2002, by and between Ocean Resources,  Inc., a Delaware corporation with offices
at 232A Royal Palm Way, Palm Beach, FL 33480 (the "Employer") and Graham Jessop,
residing in ___________,  France (the "Employee") and Argosy International Ltd.,
a Turks and Caicos Islands  corporation  with its principal place of business at
________________________ ("Argosy").

                              W I T N E S S E T H :

     WHEREAS,  Employer  desires to engage the services of Employee from Argosy,
Employee's current employer, upon the terms set forth herein;

     WHEREAS,  Employee  desires to be employed by Employer and to appropriately
memorialize the terms and conditions of such employment; and

     WHEREAS, Argosy desires to contract out Employee to work for Employer.

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

1.   BASIC EMPLOYMENT PROVISIONS.

     (a)  Employment  and  Term.  Employer  hereby  agrees  to  employ  Employee
(hereinafter  referred to as the  "Employment")  as Chief Executive  Officer and
President of Employer  (the  "Position")  and Employee  agrees to be employed by
Employer in such  Position  for an period of three (3) years  ending on the 30th
day of April,  2005 (the  "Termination  Date"),  unless  terminated  earlier  as
provided herein (the "Employment Period").

     (b) Duties.  Employee in the Position  will be subject to the direction and
supervision  of the Board of Directors  (the "Board") and will have those duties
and  responsibilities  which are assigned to him during his Employment Period by
the Board consistent with the Position,  provided that the Board will not assign
any greater  duties or  responsibilities  to the Employee than are necessary for
the   Employee's   faithful   and  adequate   performance   of  the  duties  and
responsibilities  assigned.  The parties expressly acknowledge that the Employee
will devote all of Employee's  business time and attention to the transaction of
the  Employer's  business as is  reasonably  necessary to  discharge  Employee's
responsibilities  hereunder.  Employee  agrees to perform  faithfully the duties
assigned to the best of Employee's ability.




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2.   COMPENSATION.

     (a) Salary.  During the Employment Period,  Employer will pay to Employee a
salary  as basic  compensation  for the  services  to be  rendered  by  Employee
hereunder.  The amount of such basic  compensation  will be One  Hundred  Eighty
Thousand Dollars  ($180,000) per year. Such fee will be increased on May 1, 2003
and May 1, 2004 at a rate of ten  percent  (10%) per annum such that the fee for
the year  beginning  May 1,  2003  shall be One  hundred  Ninety-Eight  Thousand
Dollars  ($198,000)  and the fee for the year beginning May 1, 2004 shall be Two
hundred Seventeen  Thousand Eight Hundred Dollars  ($217,800).  Payment shall be
made  as  follows:  2,000  UK  Pounds  Sterling  directly  to  Employee  and the
difference  between  the total  monthly  amount  and  2,000 UK Pounds  Sterling,
translated at the average  monthly  exchange rate for the month earned,  will be
paid to Argosy.

     (b) Bonus.  During the  Employment  Period,  Employee  may be  eligible  to
receive any additional salary, bonus or other compensations as may be determined
in the Board's sole discretion.

     (c) Benefits.  During the Employment  Period,  Employee will be entitled to
such other  benefits as are available to other key  employees and  executives of
Employer,  including,  without limitation, group life, hospitalization and other
insurance, paid vacations, and pension benefits.  Employee shall specifically be
entitled to reimbursement for health insurance.

3.   TERMINATION.

     (a) Death or Disability.  This Agreement will terminate  automatically upon
the death or total  disability  of  Employee.  For the purpose  this  Agreement,
"total  disability"  will be deemed to have  occurred if Employee will have been
unable to perform the assigned duties due to mental or physical incapacity for a
period of three (3) consecutive months or for any sixty (60) working days out of
a six (6) month consecutive period.

     (b) Cause.  Employer may  terminate the  employment of Employee  under this
Agreement for Cause.  For the purpose of this Agreement,  "cause" will be deemed
to be the insolvency of Employer as determined by the Employer's  auditors,  any
felony convictions,  fraud,  dishonesty,  competition with Employer by Employee,
unauthorized use of any of Employer's trade secrets or confidential  information
by Employee,  or failure to properly perform the duties assigned to Employee, in
the reasonable judgment of Employer.

     (c)  Without  Cause.  Except in the case of change of  control  as  defined
herein,  in which case  subparagraph (d) will apply,  Employer may terminate the
employment of Employee under this Agreement with written notice to Employee (the
"W/C Notice").

     (d) Change of Control.  Upon change of control of  Employer,  Employer  may
terminate this Agreement. For the purpose of this Agreement, "change of control"
will mean a change in the control of Employer of a nature that would be required
to be  reported  in response to (1) Item 1 of Form 8K; (2) Item 5(f) of Schedule
14A of Regulation 14A; or (3) any other rule or regulation as promulgated by the
Securities and Exchange Commission.

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     (e)  Voluntary  Termination  by  Employee.   Employee  may  terminate  this
Agreement with three (3) month written notice to Employer (the "V/T Notice").

4.   COMPENSATION UPON TERMINATION.

     (a) Death or Disability. If the Employment Period is terminated pursuant to
the provisions of Section 3(a) above, the following will be payable:

          (1) In the case of death, no further  compensation  will be payable to
     Employee,  except  that  Employee's  estate,  heir  or  beneficiaries,   as
     applicable,   will  be  entitled,   in  addition  to  any  other   benefits
     specifically provided to them under any benefit plan, to receive Employee's
     then current salary for the balance of the Employment Period.

          (2) In the case of disability, no further compensation will be payable
     to Employee,  except that  Employee  will be  entitled,  in addition to any
     other benefits specifically provided to Employee under any benefit plan, to
     receive  Employee's  then current  salary for the balance of the Employment
     Period.

     (b)  Termination  for  Cause.  If the  Employment  of  Employee  under this
Agreement is  terminated  for cause  pursuant to the  provisions of Section 3(b)
above,  no  further  compensation  will be paid to  Employee  after  the date of
termination and all benefits will cease at that time.

     (c)  Termination  Without  Cause.  If the Employment of Employee under this
Agreement  is  terminated  pursuant  to Section  3(c)  above,  Employee  will be
entitled  to  continue  to  receive  from   Employer  the  then  current   basic
compensation hereunder for a period of three (3) months from the date of the W/C
Notice,  such  amount to be paid in  accordance  with the payroll  practices  of
Employer, and further will be entitled to receive the benefits to which Employee
would otherwise be entitled pursuant to Section 2(c) above for a period of three
(3) months from the date of the W/C Notice.

     (d)  Termination  due to Change of Control.  If the  Employment of Employee
under this Agreement is terminated pursuant to Section 3(d) above,

          (1) in the event that  Employer's  new  management  offers  Employee a
     position, Employee will have thirty (30) days from the date the position is
     offered  to decide  whether to accept or not.  If  Employee  accepts,  this
     Agreement  will be terminated  and all  compensation  will be in accordance
     with the new  agreement.  If the  Employee  rejects the  offered  position,
     Employee  will be entitled to receive  within sixty (60) days from the date
     of  change of  control,  a lump sum equal to the  Employee's  then  current
     salary for a period of twelve (12) months,  and further will be entitled to
     receive the benefits to which Employee would otherwise be entitled pursuant
     to Section 2(c) above for a period of twelve (12) months; or


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          (2) in the event that the  Employer's  new  management  does not offer
     Employee a position, Employee will be entitled to receive within sixty (60)
     days from the date of change of control, a lump sum equal to the Employee's
     then current salary for a period of twelve (12) months, and further will be
     entitled  to receive the  benefits to which  Employee  would  otherwise  be
     entitled pursuant to Section 2(c) above for a period of twelve (12); and

     (e) Termination Due to Voluntary  Termination by Employee.  If the Employee
voluntarily  terminates the Employee's  Employment pursuant to the provisions of
Section 3(e) above, Employee will be entitled to receive the then current salary
of  Employee  for the  lesser of (i) three (3)  months  from the date of the V/T
Notice or (ii) for the period  from the date of the V/T Notice  through the last
day on which Employee remains in the Position.

5.   EXPENSE REIMBURSEMENT.

     Upon submission of properly  documented  expense account reports,  Employer
will reimburse  Employee for all reasonable  business,  travel and entertainment
expenses incurred by Employee in the course of his Employment with Employer.

6.   ASSIGNMENT.

     This  Agreement and all of the  provisions  hereof will be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
permitted assigns,  but neither this Agreement nor any of the rights,  interests
or obligations  hereunder will be assigned by any of the parties hereto,  except
that this Agreement and all of the provisions hereof may be assigned by Employer
to any  successor  to all or  substantially  all of its  assets  (by  merger  or
otherwise),  may be assigned by D&C in its sole  discretion and may otherwise be
assigned upon the prior written consent of Employee.

7.   CONFIDENTIAL INFORMATION.

     (a) Non-Disclosure. During the Employment Period or at any time thereafter,
irrespective of the time,  manner or cause of the termination of this Agreement,
Employee  will  not  directly  or  indirectly  reveal,   divulge,   disclose  or
communicate to any person or entity, other than authorized  officers,  directors
and  employees  of the  Employer,  in any manner  whatsoever,  any  Confidential
Information  (as  hereinafter  defined)  of Employer  without the prior  written
consent of the Board.

     (b)  Definition.   As  used  herein,   "Confidential   Information"   means
information  disclosed  to  or  known  by  Employee  as  a  direct  or  indirect
consequence  of or through  the  Employment  about  Employer  or its  respective
businesses,  products and practices, which information is not generally known in
the  business  in which  Employer is or may be  engaged.  However,  Confidential
Information  will not  include  under any  circumstances  any  information  with
respect to the  foregoing  matters  which is (i)  available to the public from a
source other than Employee, (ii)

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released  in writing by Employer to the public or to persons who are not under a
similar  obligation  of  confidentiality  to Employer and who are not parties to
this  Agreement,  (iii)  obtained  by  Employee  from a third  party not under a
similar obligation of confidentiality to Employer, (iv) required to be disclosed
by  any  court  process  or  any  government  or  agency  or  department  of any
government,  or (v) the subject of a written waiver executed by Employer for the
benefit of Employee.

     (c) Return of Property.  Upon termination of the Employment,  Employee will
surrender  to  Employer  all   Confidential   Information,   including   without
limitation, all lists, charts, files, disks, tapes, programs, program and system
manuals and documentation,  schedules,  reports, financial statements, books and
records  of the  Employer,  and  all  copies  thereof,  and all  other  property
belonging  to  the  Employer  will  be  accorded   reasonable   access  to  such
Confidential  Information  subsequent  to the  Employment  Period for any proper
purpose as determined in the reasonable judgment of Employer.

8.   AGREEMENT NOT TO COMPETE.

     (a) Employee agrees:

          (1) To give the Board  three (3)  month's  written  advance  notice of
     voluntary termination of Employment with Employer. Such notice will include
     Employee's future employment or self-employment intentions,  identification
     of the  prospective  employer  and the  general  nature of the  prospective
     employment or self-employment,  if known. Employer will continue to pay the
     then-current salary to Employee in accordance with paragraph 4(e) above.

          (2) To participate  in an exit interview  conducted by a member of the
     personnel department of Employer and/or by a representative of Employer, at
     the time of or prior to the termination of Employment with Employer.

          (3)  That  for  two  (2)  years   following  the  termination  of  the
     Employment,  Employee  will promptly  notify  Employer of any change in the
     identification  of Employee's  employer or the nature of such employment or
     of self-employment.

          (4) Subject to the conditions  hereinafter stated,  Employee will not,
     within two (2) years after leaving the employ of Employer,  engage or enter
     into  employment by, or into  self-employment  or gainful  occupation as, a
     Competing  Business (as hereinafter  defined) or act directly or indirectly
     as an advisor,  consultant,  sales agent, as defined herein or broker for a
     Competing Business.  As used herein,  "Competing Business" means a business
     which is engaged in the manufacture, sale or other disposition of a product
     or service or has under development a product or service which is in direct
     competition   with  a  product  or  service,   whether  existing  or  under
     development,  of the Employer. Employee acknowledges that Employer does not
     have  an  adequate  remedy  at law  in the  event  Employee  violates  this
     provision and, therefor,  Employee agrees that, in such an event,  Employer
     will be entitled to seek  equitable  relief,  including but not limited to,
     injunctive  relieve and to withhold all payments due to Employee  hereunder
     pending a judicial  determination  of whether  Employee has  violated  this
     Agreement.

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     (b) Employer further agrees:


          (1) That within  fifteen (15)  business days after  receiving  written
     identification  of the  prospective  employer  verified  in  writing by the
     Employer,  the nature of the  employment  or  self-employment  pursuant  to
     Paragraph  8(a)(1)  above,  or any change  therein  pursuant  to  Paragraph
     8(a)(3) above,  Employer will advise Employee as to whether such employment
     constitutes a Competing Business as defined in Paragraph 8(a)(4) above.

     (c) The  provisions  of 8(a)(2) - 8(a)(4)  and 8(b) will apply  whether the
termination is voluntary or involuntary  and for whatever  reason.  In addition,
8(a)(1) will apply in the case of a voluntary termination by Employee.

9.   WAIVER OF AGREEMENT NOT TO COMPETE.

     The Employer,  based on the facts revealed to it by the Employee  regarding
the new employment and in its discretion upon written  notification to Employee,
may at any time  waive or elect  not to  enforce  the  provisions  of  Paragraph
8(a)(4).

10.  AGREEMENT NOT TO SOLICIT EMPLOYEES.

     Employee  agrees  that,  for a  period  of  two  (2)  years  following  the
termination  of the  Employment  Period,  Employee  will  not,  on behalf of any
business, engage in a business competitive with Employer,  solicit or induce, or
in any manner attempt to solicit or induce,  either directly or indirectly,  any
person  employed by, or any agent of Employer,  to terminate such  employment or
agency,  as the case may be, with  Employer.  In the event of violation  hereof,
Employer may terminate any payments due to Employee hereunder.

11.  NO VIOLATION.

     Employee  hereby  represents  and warrants to Employer that the  execution,
delivery and performance of this Agreement or the passage of time, or both, will
not conflict  with,  result in a default,  right to accelerate or loss of rights
under any provision of any agreement or  understanding to which the Employee or,
to the best knowledge of Employee,  any of Employee's  affiliates are a party or
by which Employee,  or to the best knowledge of Employee,  Employee's affiliates
may be bound or affected.

12.  CAPTIONS.

     The  captions,  headings and  arrangements  used in this  Agreement are for
convenience  only and do not in any way affect,  limit or amplify the provisions
hereof.


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13.  NOTICES.

     All notices  required or permitted to be given hereunder will be in writing
and will be deemed  delivered,  whether or not actually  received,  two (2) days
after being deposited in the United States mail, postage prepaid,  registered or
certified mail, return receipt requested,  addressed to the party to whom notice
is being given at the  specified  address or at such other address as such party
may designate by notice:

         Employer:                          Ocean Resources, Inc.
                                            232A Royal Palm Way
                                            Palm Beach, FL 33480
         With a copy
         which shall not
         constitute notice to:              Mintmire & Associates
                                            265 Sunrise Avenue
                                            Suite 204
                                            Palm Beach, FL 33480

         Employee:                          Graham Jessop
                                            232A Royal Palm Way
                                            Palm Beach, FL 33480

         Argosy:                            Argosy International, Ltd.


14.  INVALID PROVISIONS.

     If any  provision  of this  Agreement  is held to be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provisions  will be fully
severable, and this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of this Agreement;
the remaining  provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal,  invalid or unenforceable  provision or
by its severance of this  Agreement.  In lieu of each such  illegal,  invalid or
unenforceable  provision,  there  will be  added  automatically  as part of this
Agreement  a  provision  as  similar  in  terms  to  such  illegal,  invalid  or
unenforceable provision as may be possible and be legal, valid and enforceable.

15.  ENTIRE AGREEMENT; AMENDMENTS.

     This  Agreement  contains the entire  agreement of the parties  hereto with
respect to the subject  matter hereof and  supersedes  all prior  agreements and
understandings,  if any,  relating to the subject matter  hereof,  including the
Prior Agreement,  which is fully replaced hereby. This Agreement may be amended,
in  whole or in part  only,  by an  instrument  in  writing  setting  forth  the
particulars  of such  amendment  and duly  executed  by an officer  of  Employer
expressly authorized by the Board to do so and by Employee.

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16.  WAIVER.

     No delay or  omission by any party  hereto to  exercise  any right or power
hereunder will impair such right or power to be construed as a waiver thereof. A
waiver by any of the parties  hereto of any of the  covenants to be performed by
any other party or any breach  thereof  will not be  construed to be a waiver of
any succeeding breach thereof or of any other covenant herein contained.  Except
as otherwise  expressly  set forth  herein,  all  remedies  provided for in this
Agreement  will be  cumulative  and in  addition to and not in lieu of any other
remedies available to any party at law, in equity or otherwise.

17.  COUNTERPARTS.

     This Agreement may be executed in multiple counterparts, each of which will
constitute an original,  and all of which  together will  constitute one and the
same agreement.

18.  GOVERNING LAW.

     This Agreement will be construed and enforced  according to the laws of the
State of Florida.

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

EMPLOYER:                                        EMPLOYEE:

Ocean Resources, Inc.

By:  /s/ Stephen H. Durland                        /s/ Graham Jessop
    -------------------------                     -------------------------
      Stephen Durland                             Graham Jessop
      Chief Financial Officer

Argosy:

By:/s/ Graham Jessop
   -------------------------
     Graham Jessop
      Principal

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