Exhibit 10.29
                        AMENDMENT TO EMPLOYMENT AGREEMENT


     AGREEMENT  made as of the 1st day of January 1998,  by and between  MALCOLM
BECKER,  (hereinafter  referred to as the "Employee"),  residing at 82 Coleridge
Street, Brooklyn, New York 11235, and BREAKING WAVES, INC. (hereinafter referred
to as the "Company"),  a New York corporation with principal  offices located at
112 West 34th Street, New York, New York 10120.

                              W I T N E S S E T H :

     WHEREAS,  the Company and  Employee  entered into an  Employment  Agreement
dated November 27, 1996;

     WHEREAS,  Employee desires to curtail the amount of normal business time he
shall devote to the business of the Company;

     WHEREAS,  the Company is amenable to the reduction of time  Employee  shall
devote to the business of the Company and desires to reduce the salary and stock
issuances to Employee to conform to such reduction; and

     WHEREAS,  the Company and the  Employee  consequently  desire to amend such
Employment Agreement to reflect the foregoing;

     NOW THEREFORE,  in consideration of the mutual promises made by the Company
and Employee,  and the terms and conditions hereafter set forth, the receipt and
adequacy of such  consideration  being  mutually  acknowledged,  the Company and
Employee hereby agree to the following:

     1. Article III, Paragraph (A) of the Employment Agreement is hereby amended
to revise Employee's salary and shall read as follows:

     Commencing  January 1, 1998,  the Company shall pay to Employee a salary at
the rate of $60,000 per annum until  November 27, 1999  (payable in equal weekly
installments  or pursuant to such  regular pay periods  adopted by the  Company)
(the "Base Salary").

     2. Article IX of the  Employment  Agreement is hereby amended to revise the
value of stock issued to Employee and shall read as follows:

     On November 27, 1998,  the Employee shall receive such numbers of shares of
the Parent's common stock as equals a Market Value (as  hereinafter  defined) of
$13,636 on the date of  issuance,  subject to a vesting  schedule.  The  vesting
schedule  shall be as  follows;  1/2 of the shares  shall  vest six months  from
issuance with the balance vesting on the following anniversary. The shares shall
vest pursuant to a restricted  share  agreement as annexed hereto as Appendix A.
"Market  Value"  shall mean (i) $5.00 per share with respect to the shares to be
issued as of the date  hereof and (ii) the  average of the closing bid and asked
prices for a share of Parent's  common stock for a period of 30 days ending five
days prior to the date of  issuance,  as  officially  reported by the  principal
securities  exchange on which the common  stock is quoted or admitted to trading
or by the Nasdaq  National or SmallCap Stock Market,  or, if the Common Stock is
not  listed or  admitted  to  trading on any  securities  exchange  or quoted by
Nasdaq,  the average  closing bid price as listed on the OTC Bulletin  Board, as
determined  in good faith by resolution of the Board of Directors of the Parent,
based on the best information available to it.


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
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          <S>                                                                   <C>
         BREAKING WAVES, INC.                                                   EMPLOYEE


By:        /s/ Harold Rashbaum                                                  /s/ Malcolm Becker
         Harold Rashbaum                                                        Malcolm Becker
         President
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