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                                                                   EXHIBIT 10.2



                              EMPLOYMENT AGREEMENT

            THIS AGREEMENT is entered into this day ____ of March, 1998, by and
between LEGEND PROPERTIES, INC., a Delaware corporation (the "Company") and
EDWARD F. PODBOY, an individual residing in the State of Virginia, (hereinafter
"Podboy" or "Employee").

                              W I T N E S S E T H :

            WHEREAS, the Company desires to retain the services of Podboy as
President and Chief Executive Officer of the Company and Podboy is willing to
serve in such capacity.

            NOW, THEREFORE, in consideration of their mutual promises
hereinafter set forth, the parties agree:

            1.    The Company hereby employs Podboy as President and Chief
                  Executive Officer of the Company with full authority to
                  discharge his DUTIES (as defined in Exhibit A) in that
                  capacity, which DUTIES shall include the formulation of
                  policies and the administration of the affairs of the Company
                  in all respects thereto, subject, however, to the general
                  direction and control of the Chairman of the Board of the
                  Company. The Company further agrees to furnish Podboy during
                  the term of this Agreement appropriate office space,
                  secretarial services, and other accommodations suitable to the
                  character of his position and adequate for the discharge of
                  his DUTIES.

            2.    Podboy agrees that he will diligently discharge and perform on
                  a full-time basis the DUTIES required of him as President and
                  Chief Executive Officer of the Company during the term of this
                  Agreement.

            3.    The effective date of this Agreement shall be the date as
                  written above and shall continue for a period of three (3)
                  years from the date thereof. Notwithstanding the effective
                  date of this Agreement, all amounts due under this Agreement
                  shall be retroactive to August 1, 1997. Upon the conclusion of
                  this three (3) year period, this Agreement shall automatically
                  renew for one-year periods thereafter, unless the Company
                  provides Podboy with sixty (60) days written notice of its
                  desire not to renew the Agreement. All extensions shall have a
                  five percent (5%) increase in the Base Compensation from the
                  previous year.
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            4.    The Company agrees to pay Podboy as compensation for all
                  services rendered hereunder the salary fixed by the Board of
                  Directors of the Company, provided that such salary shall not
                  be less than the amounts set forth below (hereinafter referred
                  to as the "Base Compensation"):

                          8/1/97 to 7/31/98       $225,000.00
                          8/1/98 to 7/31/99       $235,000.00
                          8/1/99 to 7/31/00       $245,000.00

                  The Base Compensation shall be paid in equal monthly
                  installments on the first day of each month or in such other
                  fashion as constitutes the normal practice of the Company.
                  In addition to the foregoing Base Compensation, Podboy shall
                  be entitled to such employee benefits as are normally
                  available to officers and employees of the Company.

            5.    In addition to the Base Compensation, the Company will pay to
                  Podboy 0.25% of the annual gross volume of revenue that is up
                  to the amount established in the Company's adopted budget for
                  that fiscal year and 1.5% of the annual gross volume of
                  revenue that exceeds the Company's adopted budget for that
                  fiscal year (the "Incentive Compensation - Operations"). The
                  amount of annual gross volume shall be determined by the
                  Company's outside auditors in their financial report and the
                  adopted budgets shall be approved by the Company's Board of
                  Directors. The Incentive Compensation - Operations shall be
                  paid in each following year but no later than February 1.

            6.    In addition to the Base Compensation and Incentive
                  Compensation - Operations, the Company will pay an incentive
                  of 1.5% of funds raised through recapitalization loans or
                  joint ventures from third parties (the "Incentive Compensation
                  - Recapitalization"). This would exclude Aker RGI or any of
                  the Company's existing financial institutions currently used
                  and any new Norwegian lender. This would not exclude, however,
                  new loans from Barnett Bank's proposed merger partner
                  NationsBank.

            7.    If the Company sell or changes control, Podboy will be entitle
                  to receive the balance owed him under this Agreement but no
                  less than one year's Base Compensation plus 1.5% of the asset
                  values that are part of the transactions, less debt
                  obligations (unless such debt obligations are assumed by the
                  acquiring entity) (the "Incentive Compensation - Sale or
                  Change of Control").

            8.    The Company hereby agrees and acknowledges that the (1) Base
                  Compensation, (2) Incentive Compensation - Operations, (3)
                  Incentive Compensation - Recapitalization and (4) Incentive
                  Compensation - Sale or Change of Control are a material part
                  of this Agreement and each level of compensation is due and
                  owing from the Company to Podboy from time to time as the case
                  may be.
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            9.    In addition to the foregoing compensation, the Company agrees
                  to reimburse Podboy for such expenses as he may reasonably and
                  necessarily incur in the discharge of his DUTIES hereunder. In
                  addition to his regular expenses, the Company agrees to
                  reimburse Podboy $500.00 per month for automobile expenses,
                  regardless of usage, to be paid on the first day of the month
                  for the duration of the contract. Podboy will assume
                  responsibility for all tax reporting requirements.

            10.   The Company agrees to provide Podboy with the standard
                  benefits package for employees of the Company, including the
                  established 401(k) Plan, life insurance equal to two times the
                  Base Compensation and disability insurance equal to 100% of
                  the Base Compensation for the first six (6) months and 60% of
                  the Base Compensation until age 65. Further, Podboy shall be
                  entitled to Company stock options as set forth on Exhibit B
                  attached hereto.

            11.   The Company will reimburse Podboy for his relocation expenses
                  in the maximum amount of $31,000.00. This amount includes all
                  relocation, moving and related expenses, including, but not
                  limited to, the loss of any equity and related costs
                  associated with the sale of Podboy's residence in the State of
                  Wisconsin. In consideration thereof, Podboy agrees to relocate
                  to the Washington, D.C. area no later than November 1, 1997.

            12.   Podboy shall be entitled to a vacation period totaling up to
                  four (4) weeks in each year of the term of this Agreement
                  during which time his compensation shall be paid in full. Such
                  vacations shall be taken by Podboy in his discretion so long
                  as they do not seriously interfere with the orderly
                  administration and conduct of the financial affairs of the
                  Company. At Podboy's option, one week of vacation may be
                  carried over into the following year.

            13.   This Agreement, and any extension or renewal thereof, may be
                  terminated:

                        a)          By the Company

                                    i. With or without cause upon sixty (60)
                                    days written notice to Podboy.

                                    ii. If without cause, the compensation
                                    payable to Podboy pursuant to Paragraphs 4
                                    through 8 and Exhibit C attached hereto
                                    shall not abate upon such termination and
                                    shall continue to be paid to Podboy for the
                                    balance of the term of this Agreement plus
                                    six (6) additional months, together with any
                                    deferred compensation fully vested and paid.

                                    iii. If with cause, no further payments
                                    shall be made to Podboy beyond the
                                    termination date. For the purposes of this
                                    subparagraph


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                                    (a), termination for cause shall be
                                    restricted to fraud, embezzlement or
                                    misappropriation of funds by Podboy or for
                                    his willful neglect of or refusal to perform
                                    his DUTIES as President and Chief Executive
                                    Officer of the Company, which actions are
                                    not remedied or corrected by him within
                                    fifteen (15) days after receipt of written
                                    notice from the Company as to the occurrence
                                    thereof.

                        b)          By Employee

                                    i.  With or without cause upon sixty (60)
                                    days written notice to the Company.

                                    ii. If without cause, no further payments
                                    shall be made to Podboy.

                                    iii. If with cause, the compensation payable
                                    to Podboy pursuant to Paragraphs 4 through 8
                                    and Exhibit C attached hereto shall not
                                    abate and shall continue to be paid to
                                    Podboy for the balance of the term of this
                                    Agreement plus six (6) additional months,
                                    together with any Deferred Compensation
                                    fully vested and paid. For the purposes of
                                    this subparagraph (b), termination for cause
                                    shall constitute breach by the Company of
                                    any of its covenants set forth in this
                                    Agreement which are not corrected by the
                                    Company within fifteen (15) days after
                                    receipt of written notice of such breach
                                    from Podboy.

                        c)          By Employee

                                    i.    In the event that Podboy continues his
                                          employment with the Company beyond the
                                          expiration date of this Agreement and
                                          Podboy's employment is subsequently
                                          terminated, the Company agrees to pay
                                          Podboy the six (6) months of severance
                                          pay referenced in paragraphs 13 (a -
                                          ii) and 13 (b - iii) in a lump sum
                                          upon his termination.

            14.   Company will reimburse Podboy for the attorneys' fees and
                  expenses incurred by him in the drafting and negotiation of
                  this Employment Agreement in the amount of $2,500.00,
                  regardless of whether or not this Agreement is executed and
                  regardless of the amount of attorneys' fees actually incurred,
                  if any.

            15.   If Podboy is unable to perform his DUTIES hereunder by reason
                  of illness or incapacity for a period of more than six (6)
                  months, this Agreement may be terminated at the option of
                  either party upon written notice to the other. Upon such
                  termination Podboy will be entitled to six (6) months
                  continued


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                  compensation payable pursuant to Paragraph 4 and any
                  compensation due to him pursuant to Paragraphs 5 through
                  8 and Exhibit C hereof.

            16.   This Agreement shall be binding upon and inure to the benefit
                  of any successor of the Company and any such successor shall
                  be deemed substituted for the Company under the terms of this
                  Agreement. As used in this Agreement, the term "successor"
                  shall include any person, firm, corporation, or other business
                  entity which at any time, whether by merger, purchase or
                  otherwise, either directly or indirectly, acquires all or
                  substantially all of the assets or business of the Company.

            17.   Any notice required or permitted to be given under any
                  provision of this Agreement shall be sufficient if in writing
                  and sent by registered or certified mail, in the case of
                  Podboy, to his residence at 2318 Riveria Drive, Vienna, VA,
                  22181, or to such other address as Podboy shall later
                  designate, and in the case of the Company, to its principal
                  office to the attention of the President.

            18.   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 prior or subsequent breach by either party.

            19.   This instrument contains the entire Agreement of the parties
                  with the respect to the subject matter of Podboy's employment
                  by the Company, and may be amended only by an instrument in
                  writing signed by both parties.

            20.   This Agreement shall be subject to and governed by the laws of
                  the State of Virginia. The parties agree that in the event a
                  dispute arises under or in connection with this Agreement,
                  each irrevocably submits to the jurisdiction of any state or
                  federal court sitting in Prince William County, Virginia with
                  respect to any action or proceeding brought as a result
                  thereof, and irrevocably waives to the fullest extent
                  permitted by law any objection which either may now or
                  hereafter have to the laying of venue in any such action or
                  proceeding in any such forum.

            21.   In the event that any provision of this Agreement shall be
                  held to be invalid in any circumstance, such invalidity shall
                  not affect any other provision or circumstance.

            22.   Podboy shall be entitled to indemnification with respect to
                  any actions, claims or proceedings in which he is named,
                  either individually or in his corporate capacity, to the
                  extent provided by the Bylaws of the Company.

            23.   This Agreement supersedes that certain Employment Agreement
                  between Podboy and LPI Development, Inc. dated April 1, 1997
                  (the "First Agreement") and the First Agreement is hereby
                  terminated.


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            IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be duly executed the day and year first above written.

                                            LEGEND PROPERTIES, INC.,
                                            a Delaware corporation

            /s/ Edward F. Podboy            By /s/ Peter J. Henn
            ----------------------------       -------------------------
            Edward F. Podboy, Employee         Peter J. Henn, Vice President
                                               and General Counsel

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