Exhibit 10.2


                                 THIRD AMENDMENT
                                       TO
                              EMPLOYMENT AGREEMENT


         This amendment is dated February 21, 2003, and is between ATLANTIC
TECHNOLOGY VENTURES, INC., a Delaware corporation (the "COMPANY"), and A. JOSEPH
RUDICK, an individual ("EXECUTIVE").

         The Company and Executive are party to an employment agreement dated
April 10, 2000, as amended by a first amendment dated February 20, 2001, and a
second amendment dated April 1, 2002 (the "EMPLOYMENT AGREEMENT"). Under Section
7.1(h) of the merger agreement between the Company, Manhattan Pharmaceuticals
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the
Company ("MPAC"), and Manhattan Pharmaceuticals, Inc., a Delaware corporation
("MANHATTAN"), the Company is required to amend the Employment Agreement. The
Company and Executive desire to amend the Employment Agreement.

         The Company and Executive therefor agree as follows:

         1. Section 3(a) of the  Employment  Agreement is hereby amended to read
in its entirety as follows:

            (a) BASE SALARY. The Company shall pay to Executive a base salary at
the annual rate of $75,000 (the "BASE  SALARY"),  payable in equal  installments
consistent with the Company's payroll practices, except that commencing April 1,
2002,  Executive  shall  defer and  accrue a portion  of the Base  Salary at the
annual  rate  of  $25,000,   deferrable  and  accruable  in  equal  installments
consistent  with the Company's  payroll  practices (the aggregate  amount of the
Base Salary so deferred and accrued, the "DEFERRED BASE SALARY"). As of February
21, 2003, the Deferred Base Salary equaled $22,397.

         2. Section 3(c) of the  Employment  Agreement is hereby amended to read
in its entirety as follows:

            (c) BONUS.  The Company shall pay to Executive an annual bonus in an
amount to be determined  by  Compensation  Committee of the  Company's  board of
directors in its discretion but in no event less than $15,000 (the "BONUS").  In
addition,  Executive  shall be  entitled  to  participate  in any bonus or other
incentive  programs  established by the Company.  The Company  acknowledges that
Executive is entitled to a Bonus for 2002 in the amount of $15,000 and that that
Bonus has not yet been paid.

         3. Section 4(e) of the  Employment  Agreement is hereby amended to read
in its entirety as follows:

            (e)  TERMINATION  BY COMPANY FOR ANY OTHER  REASON.  If  Executive's
employment under this Agreement is terminated by the Company during the Term for
any  reason  other  than as  provided  in Section  4(b),  4(c),  or 4(d) of this
Agreement,  then the Company shall pay  Executive,  no later than the end of the


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month in which the date of termination  occurs, the Base Salary through the date
of  termination  (less any Deferred Base Salary).  If Executive is so terminated
the Company shall also pay Executive the  following:  (1) in lieu of any further
compensation  and benefits for the balance of the Term,  severance  pay equal to
the Base Salary that Executive would have otherwise  received  (without deferral
of any portion of the Base  Salary)  during the period  beginning on the date of
termination and ending six months from the date of termination,  which severance
pay the Company  shall pay  Executive  at the times and in the amounts  that the
Company would have paid the Base Salary during that six-month period; and (2) an
amount  equal to the  Deferred  Base Salary plus any Bonus due  Executive  under
Section  3(c),  one-half  of that  amount  payable  at such time as the  Company
receives $3 million of aggregate cash funds from financings and other sources on
or after the Effective Time and one-half at such time that the Company  receives
$6 million of such aggregate cash funds.  Time is of the essence with respect to
any  payments  that the  Company is  required  to make to  Executive  under this
Section  4(e).  For purposes of this Section  4(e),  "Effective  Time" means the
effective time of the merger of Manhattan  Pharmaceuticals  Acquisition Corp., a
Delaware  corporation  and  a  wholly-owned  subsidiary  of  the  Company,  into
Manhattan  Pharmaceuticals,   Inc.,  a  Delaware  corporation.   Notwithstanding
anything to the contrary contained in this Agreement,  if Executive breaches any
obligation  contained in Section 5 or 6 of this  Agreement,  then in addition to
any other  remedies the Company may have in the event  Executive  breaches  this
Agreement,  the Company's  obligation under this Section 4(e) to continue paying
Executive severance pay will cease and Executive's rights thereto will terminate
and be forfeited.

         4. Section 8(n) of the Employment Agreement is hereby amended by
inserting between the third sentence thereof (which ends "any such Competing
Business") and the fourth sentence thereof (which begins "The rights and
remedies of the parties hereto") the following:

If the Company fails to timely pay any amount that it is required to pay
Executive under this Agreement, then all such amounts will become immediately
due. The Company shall reimburse Executive any reasonable costs, including
reasonable attorneys' fees and disbursements, incurred by Executive in enforcing
the Company's obligation to pay any amount that it is required to pay Executive
under this Agreement.

         5. This agreement will immediately become ineffective if the merger of
MPAC into Manhattan has not occurred by midnight at the end of February 22,
2003.

         6. This amendment is governed by the laws of the State of New York,
without regard to the principles of conflicts of laws thereof.


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         The Company and Executive are entering into this amendment on the date
stated in the introductory clause.


                                    ATLANTIC TECHNOLOGY VENTURES, INC.


                                    By:      /s/ Frederic P. Zotos
                                             ----------------------------------
                                             Name:    Frederic P. Zotos
                                             Title:   Chief Executive Officer



                                     /s/ A. Joseph Rudick
                                     ------------------------------------------
                                    A. JOSEPH RUDICK


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