Exhibit
10.2

    


    SECOND
AMENDMENT TO

    EMPLOYMENT
AGREEMENT

    


    THIS SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT (the “Amendment”) is made,
effective as of the 3rd day of
September, 2010, by and between IVAX Diagnostics, Inc. a Delaware corporation
(the “Company”), and Kevin
Clark (the “Executive”).

    


    WHEREAS, the Company and the Executive
are parties to that certain Employment Agreement, dated effective as of March
27, 2009, as amended on August 31, 2010 (the “Employment
Agreement”); and

    


    WHEREAS, the Company and the Executive
desire to further amend the Employment Agreement in the manner set forth in this
Amendment to reflect the Executive’s appointment to serve as President and Chief
Executive Officer of the Company as well as his continued service as Chief
Operating Officer of the Company.

    


    NOW, THEREFORE, in consideration of the
premises and the covenants and agreements set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive hereby mutually agree as
follows:

    


    1.           Scope of
Employment.  Section 1 of the Employment Agreement is hereby
deleted in its entirety and replaced with the following:

    


    “The
Company hereby agrees to employ the Executive, and the Executive hereby agrees
to be employed by the Company, as President, Chief Executive Officer and Chief
Operating Officer of the Company. The Executive shall have the customary
responsibilities and authority of such positions and shall perform such duties
consistent with the responsibilities of such positions as may be determined and
assigned to the Executive by the Board of Directors of the Company (the
“Board”). The Executive shall devote his best efforts and his full business
time, attention and energies to Company affairs as are necessary to fully
perform his duties for the Company.”

    


    2.           Miscellaneous.  The
validity, interpretation, construction and performance of this Amendment shall
be governed by the laws of the State of Florida, without regard to its conflicts
of law principles.  Except as specifically amended by this Amendment,
the Employment Agreement shall remain unaffected and in full force and
effect.

    


    [Signature
page follows]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of the Company
and the Executive has duly executed this Amendment as of the day and year first
above set forth.

    


    
      
        
          
            	
                    COMPANY:

                  	 	
                    EXECUTIVE:

                  
	 
      	 	 
      
	
                    IVAX
      Diagnostics, Inc.

                  	 	 
      
	 
      	 	 
      
	
                    By:

                  	
                    /s/ Suresh Vazirani

                  	 	
                    /s/ Kevin Clark

                  
	 
      	
                     Suresh
      Vazirani,

                  	 	
                    Kevin
      Clark

                  
	 
      	
                     Chairman