EXHIBIT (10.2)

                              EMPLOYMENT AGREEMENT

         This  EMPLOYMENT  AGREEMENT  is made as of the 18th  day of March  2004
between Eric Elgar  (hereinafter  referred to as the "Employee") and SearchHelp,
Inc.,  a Delaware  corporation  having its  principal  place of  business at the
Hi-Tech Incubator, 1055 Stewart Avenue, Bethpage, NY 11714 (hereinafter referred
to as the "Employer").

                              W I T N E S S E T H:

         WHEREAS, the Employer desires to employ the Employee under the terms of
this Agreement, and

         WHEREAS,  the  Employee  and  Employer  desire  to have  their  rights,
obligations and duties specified herein.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties hereto agree as follows:

                  1.  EMPLOYMENT AND  COMPENSATION.  The Employer hereby employs
the Employee and the Employee accepts such employment as Chief Technical Officer
(CTO).  The  Employee  shall have such duties as set forth by the  Employer  and
shall report directly to the President of the Company.

                           A. Base Compensation.  The Employee shall be entitled
to a salary as set forth on
Schedule  A of  this  Agreement  during  the  term of  this  Agreement,  and any
extensions  thereof,  payable in  installments in accordance with the Employer's
regular practice of compensating executive personnel.

                           B. Bonus.  Employee may be entitled to a bonus at the
conclusion of each year of this
Agreement, and any extensions thereof. At the end of each year, the Compensation
Committee of the Board of Directors  shall  determine the amount and type (cash,
stock, options, etc.) of such bonus payable to Employee, if any.

                           C. Options. The Employee shall receive such number of
options to purchase shares of the
Company's stock, with such restrictions and vesting,  as set forth in Schedule B
attached hereto.

                  2. TERM.  This Agreement shall commence as of the date hereof,
and shall  continue  for a period of one (1) years from the date  thereof.  This
Agreement shall be automatically  extended by one-year periods at the conclusion
of each year, thus renewing the one (1) year term,  unless notice is received by
either the Employee or the Employer not to extend this Agreement at least ninety
(90) days prior to the expiration of such year.


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<PAGE>

                  3. DUTIES AND RESPONSIBILITIES.

                           A. As Chief  Technical  Officer,  the employee  shall
diligently,  conscientiously and faithfully devote all necessary time and energy
to the business of the Employer  during the term,  including any  renewals,  and
shall actively manage,  and have  responsibility  for and supervision  over, the
technical  business  activities and affairs of the Company and its subsidiaries,
and he shall,  manage,  supervise and direct its  employees and agents,  and all
other duties as from time to time  reasonably  requested by the President of the
Company.

                           B.  During  the  term  hereof  and any  renewal,  the
Employee shall not,  without the written  consent of the Employer,  such consent
not to be unreasonably  withheld,  engage in any activity that competes with the
interest of the  Employer,  whether  the  Employee is acting by himself or as an
officer, employee, shareholder, or fiduciary.

                  4. VACATIONS AND EDUCATIONAL COURSES.

                           A. The  Employee  shall be  entitled to a vacation of
three (3) weeks duration  during the term of this  Agreement.  This may be taken
after six months of employment of the Employee. The compensation of the Employee
shall  be paid to him  during  the  time of his  vacation.  Attendance  with the
Employer's  approval at  professional  meetings,  conventions,  and  educational
courses up to two weeks shall not constitute part of said vacation.

                           B.  Vacation may be taken at one time or from time to
time, the exact time to be subject to approval by the Employer.

                  5. HEALTH  INSURANCE;  EMPLOYEE  BENEFIT PLANS.  In accordance
with their terms,  the Employee shall be entitled to participate in any medical,
dental,  life,  disability  insurance or other employee benefit or welfare plans
maintained  by the  Employer  for  its  professional  employees  generally.  The
insurance  obligations of the Employer set forth herein are contingent  upon the
insurability  of Employee.  The medical and dental  coverage  maintained  by the
Employer  for the  benefit  of the  Employee  shall  include  medical  insurance
coverage covering the Employee.

                  6. EXPENSES. During the period of his employment, the Employee
will be reimbursed for his  reasonable  expenses for the benefit of the Employer
in accordance with the general policy of the Employer as adopted by the Employer
from time to time.  With respect to any  expenses  which are  reimbursed  by the
Employer to the  Employee,  the  Employee  agrees to account to the  Employer in
detail  sufficient  to entitle the Employer to an income tax  deduction for such
paid item if such item is deductible.


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         7.       TERMINATION.

                           A.       This    Agreement    shall     automatically
                                    terminate:

                           (i)      upon the death of Employee; or

                           (ii)     if  the  Employee   has  been   disabled  or
                                    incapacitated  so that he is not  capable of
                                    performing  his  duties  hereunder  for  any
                                    period   of    one-hundred    twenty   (120)
                                    consecutive   days,  unless  Employer  shall
                                    elect to have  this  Agreement  continue  in
                                    effect.

                  B. Employer may terminate this Agreement:

                           (i)      immediately for "cause" as determined by the
                                    Employer;

                           (ii)     upon a material  breach by  Employee  of any
                                    term or condition of this Agreement; or

                           (iii)    if at any  time  during  the  term  of  this
                                    Agreement,    any    of    the    continuing
                                    representations,  covenants or agreements of
                                    Employee    contained    herein   shall   be
                                    inaccurate in any material respect.

                  C. Employee may terminate this Agreement at any time:

                           (i) upon a material breach by Employer of any term or
condition of this Agreement; or

                           (ii) at any time at the  election  of  Employee  upon
ninety (90) days notice to Employer.


         8. PROTECTION OF CONFIDENTIAL  INFORMATION.  Employee acknowledges that
his  employment  by the  Employer  will bring him into close  contact  with many
confidential affairs of the Employer,  including  information and data regarding
costs,  profits,  markets,  sales,  products,  key personnel,  pricing policies,
operational methods, technical processes, computer programs or systems developed
or improved by the Employer, the identity of the Employer's Customers,  Customer
representatives  and  contacts,  the  nature  of the  services  required  by the
Employer's  actual and  Prospective  Customers,  the  services  performed by the
Employer  for  its  Customers,  the  identities  of the  Employer's  actual  and
prospective  employees and other business affairs and methods,  plans for future
developments and other information not readily  available to the public,  all of
which are highly  confidential  and  proprietary and all of which will have been
developed  by the  Employer  at  great  effort  and  expense.  Employee  further
acknowledges  that the services to be performed by him under this  Agreement are


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<PAGE>

of a special,  unique, unusual,  extraordinary and intellectual  character,  and
that the business of the Employer is contemplated to be conducted throughout the
United  States and  ultimately,  the rest of the world.  In  recognition  of the
foregoing, Employee covenants and agrees:

                  A. That he will keep  secret all  confidential  matters of the
Employer and not disclose them to anyone outside of the Employer,  either during
or after the term of this  Agreement,  except with the Employer's  prior written
consent;

                  B.  That  he will  not  make  use of any of such  confidential
matters for his own purposes or the benefit of anyone  other than the  Employer;
and

                  C.  That  he  will   deliver   promptly  to  the  Employer  on
termination of this Agreement,  or at any time the Employer may so request,  all
confidential memoranda, notes, records, reports and other confidential documents
(and all copies  thereof)  relating to the business of the Employer which he may
then possess or have under this control.

         9. COVENANT NOT TO SOLICIT.

                  A.  Employee  agrees  that  if the  Employee's  employment  is
terminated  for any reason  whatsoever,  other than pursuant to a dissolution of
Employer or a material  breach of the terms of this Agreement by Employer,  then
for a period of one (1) year  after such  termination  or  expiration,  Employee
shall not (i) solicit, directly or indirectly, business of the type conducted by
the Employer from any person, firm or entity which was a Customer or Prospective
Customer of the Employer at any time within one year  preceding the  termination
of Employee's employment,  (ii) induce or attempt to induce any such Customer or
Prospective Customer to reduce its business with the Employer,  (iii) solicit or
attempt to solicit any employees or  consultants of Employer to leave the employ
or  engagement of Employer,  or (iv) offer or cause to be offered  employment or
consultant  opportunities  to any person who was employed or engaged by Employer
at any  time  during  the  one  year  prior  to the  termination  of  Employee's
employment with Employer.

                  B. For purposes of this Section,  the term "Customer" includes
any affiliates,  customers, and clients of Employer's Customers to whom Employee
has been introduced or whom Employee has received  information  through Employer
or through  any  Customer  for which  Employee  has  performed  services  in any
capacity on behalf of Employer.

                  C. For  purposes of this  Section,  a  "Prospective  Customer'
shall mean  potential  Customers  which  Employer  has  solicited  or with which
Employer has had active  discussions  concerning  potential business at any time
during the one year preceding the end of the Employee's  employment by Employer,
and with whom the  Employee  shall have  participated  in such  solicitation  or
discussions.


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         10. NON-COMPETITION.

                  A. Since the  services of Employee to the  Employer are likely
to be unique an extraordinary and he has had and will have access to information
pertaining to the business of the Employer which may be secret and confidential,
Employee  agrees that if the Employee's  employment is terminated for any reason
whatsoever,  other than  pursuant  to a  dissolution  of  Employer or a material
breach of the terms of this Agreement by Employer,  then for a period of one (1)
year after such  termination or expiration,  Employee will not,  without express
approval in each case of the Employer,  directly or indirectly, (i) own, manage,
operate,  control,  be employed by, participate in or be connected in any manner
with the ownership,  management, operation or control of any business engaged in
the  development  or marketing of any products  that  directly  compete with the
products of Employer.

                  B.  The  Employee   further   acknowledges   that  a  business
competitive  with that of Employer or of any of its  subsidiaries  or affiliated
corporations  may be carried  on  anywhere  within  the United  States or in any
foreign  country.  Therefore,  the Employee  acknowledges  that the unrestricted
geographical  application of this Section is reasonable under the circumstances.
If any of the rights or  restrictions  contained or provided for herein shall be
deemed to be  unenforceable  by reason of the extent,  duration or  geographical
scope, or other  provisions  hereof,  or any other provisions of this Agreement,
the  parties  hereto  contemplate  that the  court  shall  reduce  such  extent,
duration, geographical scope or other provisions and enforce this Section in its
reduced form for all purposes in the manner contemplated hereby.

                  C.  The  Employee  acknowledges  that  (i)  in the  event  his
employment  with Employer  terminates  for any reason,  Employee will be able to
earn a  livelihood  without  violating  the  foregoing  restrictions,  and  (ii)
Employee's ability to earn a livelihood without violating such restrictions is a
material  condition of his employment  with Employer.  Employer may, in writing,
waive any or all of the  provisions of this Section.  If the Employee is in good
faith and after diligent effort unable to obtain employment  consistent with his
training  solely  because of the  covenants  set forth in this  Section,  and so
advises  Employer in writing,  then the  prohibitions in this Section shall bind
the Employee only so long as Employer pays him monthly, upon demand, a sum equal
to the Employee's  monthly base pay at termination,  as defined below,  for each
month of such  unemployment  during the  remained of the term of  covenants  set
forth  in this  Section,  including  retroactive  payments  back to the  date of
unemployment.

                  D. The term  "monthly base pay" means the  Employee's  monthly
salary, in all cases excluding commissions in excess of base pay, bonus or other
extra compensation or benefits,  and is subject to regular deductions for taxes,
social  security  payments,  etc.  For each month of  unemployment  in which the
Employee claims payment,  he will aggressively seek employment and will accept a
reasonable  offer of employment  and, upon request by Employer,  will account to
Employer in detail for his efforts to obtain  employment.  The Employee  further
agrees that Employer may make such investigations and inquiries as it shall deem


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<PAGE>

necessary or  appropriate  to determine  whether the covenants and conditions of
this Section have been satisfied before making any payment  otherwise payable to
the Employee hereunder.

         11. PROPRIETARY RIGHTS.

                  A. Employee shall disclose fully and promptly to Employer, and
upon Employer's instructions also to the Customer for which the Employee is then
working, any and all inventions, processes,  innovations,  discoveries, designs,
techniques,  formula,  improvements,   computer  programs  and  other  technical
materials relating to business of Employer or Employer's Customer which Employee
shall discover, conceive, make, generate or reduce to practice, alone or jointly
with others, during his/her term of employment with Employer, and resulting from
such employment, whether or not they are patentable or copyrightable.

                  B.  Employee  agrees to  assign to  Employer  his  rights  and
interests  in any  inventions,  processes,  innovations,  discoveries  and other
similar materials,  including  copyrights to all copyrightable  material and all
patent rights to all patentable material unless specifically  directed otherwise
in writing by Employer to assign it to Customer.  No rights shall be reserved to
Employee.

                  C. Employee  agrees to execute and transfer at any time,  upon
Employer's  request,  any certification,  affidavit or other document confirming
the Employer's ownership rights under this Section.

                  D. Upon request,  at any time during or after the term of this
Agreement,  and at the expense of Employer or its  Customer for whom the work in
question  was  performed,  Employee  agrees  to  assist  Employer  or  Customer,
including its attorneys,  in preparing and prosecuting  applications for patents
or copyrights  relating to such inventions,  processes and other materials named
in this Section. Assistance in preparing and prosecuting such applications shall
include  assistance  regarding  litigation  and  upon  Employer's  request,  the
execution  of all papers and  performance  of all tasks that may  reasonably  be
necessary to protect the rights of Employer or Customer and to vest in it or its
assigns ownership of the inventions, applications, copyrights and patents herein
contemplated.

         12.  NON-DEFAMATION.  The Employee covenants and agrees that during the
course  of his  employment  by the  Employer  and for any time  thereafter,  the
Employee  shall not,  directly or indirectly,  in public or private,  deprecate,
impugn or otherwise  make any remarks that would tend to or be construed to tend
to defame the Employer,  its employees or products or its reputation,  nor shall
Employee  assist any person,  firm or company in doing so, except as required by
subpoena, court order or other legal process.


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         13. NO WAIVER.  This Agreement  shall not be modified or amended except
by a further  written  document  signed by the  Employee  and the  Employer.  No
provision  hereof may be waived except by an agreement in writing  signed by the
waiving  party.  A waiver of any term or  provision  shall not be construed as a
waiver of any other term provision.

         14. BENEFIT.  This Agreement shall bind the Employee and shall bind and
benefit the Employer and its successors and assigns. This Agreement shall not be
assignable by the Employee.

         15.  HEADINGS.  The headings of Sections herein are included solely for
convenience or reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

         16. ENFORCEMENT OF COVENANTS;  SURVIVAL. The Employee acknowledges that
his skills and position in the technology industry in which Employer competes or
intends to compete are unique,  and,  therefore,  that the breach or  threatened
breach by Employee of the provisions of Sections 8 - 12 shall cause  irreparable
harm to Employer, which harm cannot be fully redressed by the payment of damages
to Employer.  Accordingly,  Employer shall be entitled, in addition to any other
right or remedy it may have, at law or in equity, to an injunction,  without the
posting of any bond or other  security,  enjoining or  restraining  the Employee
from any  violations  or  threatened  violation of Sections 8 - 12, and Employee
hereby consents to the issuance of such  injunction.  Nothing  contained  herein
shall be construed as prohibiting  the Employer from pursuing any other remedies
available  to the  Employer  for  breach or  threatened  breach,  including  the
recovery of additional damages from the Employee. The provisions of Sections 8 -
12 shall  remain  enforceable  by  Employer  against  Employee  even  after  the
termination of this Agreement.

         17.  NOTICE.  Any notice  required or  permitted to be given under this
Agreement  shall be sufficient if in writing,  and if sent by registered mail to
his  residence in the case of the Employee,  or to its  principal  office in the
case of the Employer.

         18. SEVERABILITY.  Each provision of this Agreement shall be considered
severable  to the extent  that if any one  provision  or clause  conflicts  with
existing or future applicable law, or is not given full force and effect because
of such law,  such  conflict  or  unenforceability  shall not  affect  any other
provision of this  Agreement  which,  consistent  with such law, shall remain in
full force and  effect.  All such  conflicting  provisions  shall be modified or
reformed only to the extent  required for compliance  with any applicable  laws.
All surviving  clauses  shall be construed so as to  effectuate  the purpose and
intent of the parties.

         19.  GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York and shall be construed in accordance therewith, and any action
or proceeding  arising out of or relating to this  Agreement  shall be heard and


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determined in any state or federal court sitting in Nassau County,  State of New
York, and each of the parties submits to the jurisdiction of such court.

         20.  RELEASE.  The Employee hereby releases and discharges the Employer
for reimbursement of any and all services,  but not expenses,  rendered prior to
the date hereof.

         21.  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  including facsimile signatures,  each of which shall be deemed an
original but all of which together will constitute one and the same instrument.


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



SEARCHHELP, INC.                        EMPLOYEE



By:                                     By:
    ---------------------------------       ------------------------------------
    Debbie Seaman, President                Eric Elgar




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                                   SCHEDULE A
                                     Salary

3.       Employee's  salary shall be $100,000  per annum.  Although the employee
         shall  commence  employment  as of the date hereof,  employee's  salary
         shall not commence until on April 1, 2004.

4.       The Employee is guaranteed employment for at least six (6) months.

                                   SCHEDULE B
                                     Options

5.       The  Employee  will be issued  150,000  stock  options to purchase  the
         Company's  common stock which are to be granted from the Company  Stock
         Option Plan at the  exercise  price equal to the mid point  between the
         bid price and ask price of the  Company's  common  stock on the date of
         grant. The following is the vesting schedule for the options:


              -------------- ----------- ----------- ----------- ------------
                  Grant         Vest        # of        Vest        Grant
              -------------- ----------- ----------- ----------- ------------
                  Date           %         Shares       Days        Date
              -------------- ----------- ----------- ----------- ------------
                3/18/2004       25%        37,500        0        3/18/2004
              -------------- ----------- ----------- ----------- ------------
                                25%        37,500        90       6/16/2004
              -------------- ----------- ----------- ----------- ------------
                                50%        75,000       180       9/14/2004
              -------------- ----------- ----------- ----------- ------------



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