EXHIBIT 10.2

         DEVOE EMPLOYMENT AGREEMENT

         THIS  EMPLOYMENT  AGREEMENT  entered into as of this 7th day of October
1997, between Bioponic International,  a California corporation,  located at 767
Lincoln Avenue,  Suite #3, San Rafael,  CA 94901 (the "Company"),  and Irving W.
DeVoe,  Ph.D.,  of  50  Front  Street,  Marblehead,   Massachusetts  01945  (the
"Executive").

         WHEREAS,  the  Company  desires to employ  Executive  and to ensure the
continued  availability  to the  Company of the  Executive's  services,  and the
Executive is willing to accept such  employment  and render such  services,  all
upon and subject to the terms and conditions contained in this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants set forth in this  Agreement,  and intending to be legally bound,  the
Company and the Executive agree as follows:

         1.       Term of Employment.
                  -------------------
         (a) Term. The Company  hereby employs the Executive,  and the Executive
hereby accepts employment with the Company,  for a period commencing on the date
of this Agreement and ending five years from the date hereof (the "Term").

         (b)  Continuing  Effect.   Notwithstanding   any  termination  of  this
Agreement at the end of the Term or otherwise,  the provisions of Sections 6 and
7 shall  remain in full force and effect and the  provisions  of Sections  6(a),
6(b) and 7 shall be  binding  upon the  legal  representatives,  successors  and
assigns of the Executive, except as otherwise provided in this Agreement.

         2.       Duties.
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         (a) General  Duties.  The Executive shall serve as Vice Chairman of the
Board of  Directors  and Chief  Science  Officer for the Company with duties and
responsibilities that are customary for such executives. The Executive will also
perform services for such  subsidiaries as may be necessary.  The Executive will
use his best efforts to perform his duties and  discharge  his  responsibilities
pursuant to this Agreement competently, carefully and faithfully. In determining
whether or not the Executive has used his best efforts hereunder,  the Company's
delegation  of authority to other  employees and all  surrounding  circumstances
shall be taken into account and the best efforts of the  Executive  shall not be
judged  solely on the  Company's  earnings or other  results of the  Executive's
performance.

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         (b) Devotion of Time. The Executive will devote substantially full time
normal  business  hours  (exclusive of periods of sickness and disability and of
such  normal  holiday  and  vacation  periods  as have been  established  by the
Company) to the affairs of the  Company.  It is  expressly  understood  that the
Executive  will not enter the employ of or serve as a  consultant  to, or in any
way perform any  services  with or without  compensation  to any other  persons,
business  or  organization  (other  than as set forth  above)  without the prior
consent of the Board of Directors of the Company.

         3.       Compensation and Expenses.
                  --------------------------
         (a) Salary. For the services of the Executive to be rendered under this
Agreement,  the Company shall pay the Executive an annual base salary of $96,000
during the Term.  Said annual base salary will be increased to $120,000 per year
once the Company has either (i) raised sufficient  capital, or (ii) has realized
sufficient  profits, to cover such an increase without  substantially  impairing
the financial  condition of the Company.  The Company will pay the Executive his
annual salary in equal installments no less frequently than monthly.

         (b) Royalty.  The Company shall pay to the Executive an annual  royalty
equal  to 4% of the  Net  Profits  of the  Company  received  from  the  sale or
utilization of its MR3 technologies during the Company's fiscal year ending June
30 of each year.  Such royalties shall be paid on or before July 31 of each year
during  the Term  hereof,  and shall  terminate  once a total of  $2,500,000  in
royalties has been paid to the Executive hereunder.

         (c)      Bonuses.

                  (i) The  Executive  will  receive a bonus upon the  signing of
this Agreement of 810,000 five-year warrants to purchase shares of the Company's
Common  Stock,  exercisable  at a price of $4.00 per share at any time  after 90
days from the date of this Agreement, in whole or in part.

                  (ii) The Executive may receive  additional  annual  bonuses if
and when authorized by the Company's Board of Directors.

         (c)  Expenses.  In addition to any  compensation  received  pursuant to
Section 3(a),  the Company will  reimburse or advance funds to the Executive for
all reasonable  travel,  entertainment  and  miscellaneous  expenses incurred in
connection  with the  performance of his duties under this  Agreement,  provided
that the  Executive  properly  accounts  for such  expenses  to the  Company  in
accordance with the Company's practices.  Such reimbursement or advances will be
made in accordance  with  policies and  procedures of the Company in effect from
time to time relating to reimbursement of or advances to executive officers.

         4.       Benefits.
                  ---------
         (a) Vacation.  For each 12-month  period during the Term, the Executive
will be entitled to four weeks of vacation without loss of compensation or other
benefits to which he is entitled under this Agreement, to be taken at such times
as the Executive may select and the affairs of the Company may permit.

         (b) Employee  Benefit  Programs.  Without  limiting the compensation to
which the Executive is entitled  pursuant to the provisions of Section 3 or this
Section 4, during the Term, the Executive will be entitled to participate in any
pension,  insurance or other  employee  benefit plan that is  maintained at that
time by the Company for its executive  officers,  including  programs of medical
insurance.

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         5.       Termination.
                  ------------
         (a)  Termination  for Cause.  The Company may terminate the Executive's
employment  pursuant  to the  terms of this  Agreement  at any time for cause by
giving written notice of termination.  Such  termination  will become  effective
upon the giving of such notice,  except that termination based upon clause (iii)
below shall not become effective unless the Executive shall fail to correct such
breach within 45 days of receipt of written notice. At the conclusion of such 45
day  period,  this  alleged  breach  shall be deemed to have been  cured  unless
written notice to the contrary is given.  Upon any such  termination  for cause,
the Executive shall have no right to compensation,  bonus or reimbursement under
Section 3. "Cause" shall mean:  (i) the Executive is convicted of a felony which
is related to the  Executive's  employment or the business of the Company;  (ii)
the Executive,  in carrying out his duties hereunder,  has been found in a civil
action to have committed gross negligence or gross  misconduct,  misappropriated
Company funds, or otherwise defrauded the Company, in any case, in material harm
to the Company;  and (iii) the  Executive  materially  breaches any provision of
Section 6 or Section 7.

         (b) Special Termination.  In the event that (i) the Executive,  with or
without change in title or formal corporate action, shall no longer exercise all
of the duties and responsibilities and shall no longer possess substantially all
the  authority set forth in Section 2; or (ii) the Company  materially  breaches
this Agreement or the performance of its duties and obligations  hereunder,  the
Executive,  by written notice to the Company,  may elect to deem the Executive's
employment  hereunder to have been  terminated by the Company  without cause, in
which event the Executive shall be entitled to the  compensation,  reimbursement
and benefits  payable  pursuant to Section 3 and 4 herein for two years from the
date of such notice.  If the  remaining  term of the  Agreement is less than two
years,  the Executive  shall receive two year's salary at his then current rate.
Alternatively,  in such event, the Executive,  by written notice to the Company,
may elect to refuse all further obligations of the Company under Section 3 and 4
and to release  the Company  with  respect  thereto,  in which event the Company
shall release the Executive from the provision of Section 6.

         (c)      Continuing  Effect.  Notwithstanding  any  termination  of the
Executive's employment as provided in this Section 5, the provisions of Sections
6 and 7 shall remain in full force and effect.

         6.       Non-Competition Agreement.
                  --------------------------
         (a)  Competition  with the Company.  Except as provided for in Sections
2(b) and 6(b) hereof,  until termination of his employment and for a period of 6
months  commencing  on the  date of  termination,  the  Executive,  directly  or
indirectly,  in  association  with  or  as  a  stockholder,  director,  officer,
consultant, employee, partner, joint venturer, member or otherwise of or through
any person, firm,  corporation,  partnership,  association or other entity, will
not compete  with the  Company or any of its  affiliates  in the offer,  sale or
marketing  of products or services  that are  competitive  with the  products or
services  offered by the  Company,  within any  metropolitan  area in the United
States or  elsewhere  in which the Company is then engaged in the offer and sale
of  competitive  products or services.  Additionally,  the  foregoing  shall not
prevent Executive from accepting employment with an enterprise engaged in two or
more lines of  business,  one of which is the same or  similar to the  Company's
business  (the  "Prohibited  Business")  if  Executive's  employment  is totally
unrelated to the Prohibited Business.

         (b)  Solicitation  of  Customers.  During  the  periods  in  which  the
provisions  of Section  6(a)  shall be in effect,  the  Executive,  directly  or
indirectly,  will not seek  Prohibited  Business  from any  Customer (as defined
below) on behalf of any  enterprise  or business  other than the Company,  refer
Prohibited  Business from any customer to any  enterprise or business other than
the Company or receive  commissions based on sales or otherwise  relating to the
Prohibited Business form any Customer,  or any enterprise or business other than
the Company.  For purposes of this Section 6(b), the term  "Customer"  means any
person, firm, corporation, partnership, association or other entity to which the
Company or any of its affiliates  sold or provided goods or services  during the
12-month period prior to the time at which any  determination  is required to be
made as to whether any such person, firm, corporation,  partnership, association
or other entity is a Customer.

         (c)      No  Payment.  The  Executive  acknowledges  and agrees that no
separate  or  additional  payment  will  be  required  to  be  made  to  him  in
consideration of his undertakings in this Section 6.

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         7.       Proprietary Information and Inventions.
                  ---------------------------------------
         (a) The  Executive  acknowledges  that  the  Company  is  engaged  in a
continuous  program of  research,  development  and  production  respecting  its
business, present and future, including fields generally related to its business
and that the Company possesses and will continue to possess information that has
been  created by,  discovered  or developed  by, or made known to the  Executive
during the period of or arising out of his  employment by the Company  and/or in
which property  rights have been assigned or otherwise  conveyed to the Company,
which  information has commercial  value in the business in which the Company is
engaged.   All  of  the   aforementioned   information  is  hereinafter   called
"Proprietary  Information."  By the way of  illustration,  but  not  limitation,
Proprietary  Information  includes trade  secrets,  processes,  formulas,  data,
know-how, software programs,  improvements,  inventions,  techniques,  marketing
plans,  strategies,  forecasts,  computer programs,  copyrightable material, and
customer lists.

         (b) All  Proprietary  Information  shall  be the sole  property  of the
Company and its  assignees,  and the  Company and its assigns  shall be the sole
owner of all patents and other rights in connection therewith.

         The Executive  hereby  assigns to the Company any rights he may have or
acquire in such  Proprietary  Information,  as well as any rights he may have to
the patents and patents  "pending"  listed in the  attached  Exhibit "A." At all
times, both during his employment by the Company and after its termination,  the
Executive will keep in confidence  and trust all  Proprietary  Information,  and
will not use or disclose any Proprietary  Information or anything relating to it
without the written  consent of the  Company,  except as may be necessary in the
ordinary course of performing his duties to the Company.

         (c) All  documents,  records,  apparatus,  equipment and other physical
property, whether or not pertaining to Proprietary Information, furnished to the
Executive by the Company or produced by the  Executive  or others in  connection
with his  employment  shall be and remain the sole  property  to the Company and
shall be returned to it immediately  as and when requested by the Company.  Even
if the Company does not so request,  the Executive  shall return and deliver all
such  property  upon  termination  of his  employment  for  any  reason  and the
Executive will not take with him any such property or any  reproduction  of such
property upon such termination.

         (d) The Executive will promptly disclose to the Company, or any persons
designated by it, all  improvements,  inventions,  formulas,  ideas,  processes,
techniques,  know-how and data, whether or not patentable,  made or conceived of
reduced to practice or learned by the  Executive,  either  alone or jointly with
others,  during the term of his employment (all said  improvements,  inventions,
formulas, ideas, processes,  techniques,  know-how and data shall be hereinafter
collectively called "Inventions").

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         (e) The  Executive  agrees that all  Inventions  which he developed (in
whole  or in  part,  either  alone  or  jointly  with  others)  and (I) used the
equipment,  supplies,  facilities or trade secret information of the Company, or
(II) used the hours for which he was compensated by the Company,  or (III) which
relates to the business of the Company or its actual or demonstrably anticipated
research and  development or (IV) which results,  in whole or in part, from work
performed by him for the Company,  shall be the sole property of the Company and
its  assigns,  and the Company  and its  assigns  shall be the sole owner of all
patents and other rights in connection  therewith.  The Executive hereby assigns
to the  Company  any  rights he may have or  acquires  in such  Inventions.  The
Executive  further  agrees as to all such  Inventions  to assist the  Company in
every proper way, but at the Company's expense;  to obtain and from time-to-time
enforce  patents on said  Inventions in any and all countries,  and to that end,
the  Executive  will execute all documents for use in applying for and obtaining
such  patents and  copyrights  thereon and  enforcing  same,  as the Company may
desire,  together  with  any  assignments  thereof  to the  Company  or  persons
designated by it. The Executive's  obligation to assist the Company in obtaining
and  enforcing  patents  for  such  Inventions  in any and all  countries  shall
continue  beyond  the  termination  of his  employment,  but the  Company  shall
compensate  the  Executive at a reasonable  and mutually  agreed upon rate after
such  termination  for time  actually  spent by the  Executive at the  Company's
request  on such  assistance.  In the event  that the  Company is unable for any
reason  whatsoever  to  secure  the  Executive's  signature  to any  lawful  and
necessary document required to apply for or execute any patent applications with
respect to such an Invention  (including  renewals,  extensions,  continuations,
divisions  or  continuations  in  part  thereof),   the  Executive   irrevocably
designates and appoints the Company and its duly authorized officers and agents,
as his agents and  attorneys-in-fact to act for and in his behalf and instead of
him, to execute and file any such application to do all other lawfully permitted
acts to further the  prosecution  and issuance of patents  thereon with the same
legal force and effect as if executed by the Executive.

         (f) The  Executive  represents  to the best of his  knowledge  that his
performance  of all the terms of this Agreement will not breach any agreement to
keep in confidence  proprietary  information acquired by him in confidence or in
trust prior to his  employment  by the Company.  The  Executive  has not entered
into, and agrees he will not enter into, any agreement either written or oral in
conflict herewith.

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         8.       Assignability.
                  ---------------
                  With the  written  consent  of the  Executive,  the rights and
obligations  of the Company under this  Agreement  shall inure to the benefit of
and be binding upon the successors or assigns of the Company, provided that such
successor or assign  shall  acquire all or  substantially  all of the assets and
business  of the  Company.  The  Executive's  obligations  hereunder  may not be
assigned or alienated and any attempt to do so by the Executive will be void.

         9.       Severability.
                  -------------
         (a) The Executive  expressly  agrees that the  character,  duration and
geographical  scope of the provisions set forth in this Agreement are reasonable
in light  of the  circumstances  as they  exist  on the  date  hereof.  Should a
decision,  however,  be made at a later date by a court or legal proceeding that
the  character,   duration  or   geographical   scope  of  such   provisions  is
unreasonable, then it is the intention of the agreement of the Executive and the
Company that this Agreement  shall be construed by the court or tribunal in such
a manner as to impose only those  restrictions on the  Executive's  conduct that
are reasonable in the light of the  circumstances and as are necessary to assure
to the Company the benefits of this Agreement. If in a legal proceeding, a court
shall refuse to enforce all of the separate  covenants  deemed  included  herein
because taken  together they are more  extensive than necessary to assure to the
Company the intended benefits of this Agreement,  it is expressly understood and
agreed by the parties  hereto that the  provisions  of this  Agreement  that, if
eliminated,  would permit the  remaining  separate  provisions to be enforced in
such proceeding shall be deemed eliminated, for the purposes of such proceeding,
from this Agreement.

         (b) If any  provision  of this  Agreement  otherwise  is  deemed  to be
invalid  or  unenforceable  or is  prohibited  by  the  laws  of  the  state  or
jurisdiction  where it is to be performed,  this  Agreement  shall be considered
divisible as to such provision and such  provision  shall be inoperative in such
state or  jurisdiction  and shall not be part of the  consideration  moving from
either of the parties to the other.  The remaining  provisions of this Agreement
shall be valid and binding and of like effect as though such  provision were not
included.

        10.       Notices and Addresses.
                  ----------------------
         All notices, offers, acceptance and any other acts under this Agreement
(except  payment)  shall  be in  writing,  and  shall be  sufficiently  given if
delivered to the addressees in person,  by Federal Express or similar  receipted
delivery,  by facsimile  delivery or, if mailed,  postage prepaid,  by certified
mail, return receipt requested to the respective  addresses first above written,
or to such  other  address  as either  of them,  by  notice  to the  other,  may
designate  from time to time.  The  transmission  confirmation  receipt from the
sender's facsimile machine shall be conclusive evidence of successful  facsimile
delivery. Time shall be counted to, or from, as the case may be, the delivery in
person or by mailing.

         11.      Counterparts.
                  ------------
         This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same  instrument.  The  execution of this  Agreement may be by actual or
facsimile signature.

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         12.      Attorneys'  Fees.
                  -----------------
         In the event that there is any  controversy  or claim arising out of or
relating to this  Agreement,  or to the  interpretation,  breach or  enforcement
thereof,  and any action or proceeding including that in arbitration as provided
for in Section 12 of this  Agreement,  is commenced to enforce the provisions of
this Agreement,  the prevailing party shall be entitled to an award by the court
or arbitrator, as appropriate, of reasonable attorney's fee, costs and expenses.

         13.      Governing  Law.
                  ---------------
         This Agreement and any dispute,  disagreement, or issue of construction
or  interpretation  arising  hereunder  whether  relating to its execution,  its
validity,  the obligations  provided therein or performance shall be governed or
interpreted  according to the internal laws of the State of  California  without
regard to choice of law considerations.

         14.      Entire Agreement.
                  -----------------
         This Agreement constitutes the entire Agreement between the parties and
supersedes all prior oral and written agreements between the parties hereto with
respect to the subject matter hereof. This Agreement may not be changed, waived,
discharged or terminate  orally,  except by a statement in writing signed by the
party or parties against which enforcement of the change,  waiver,  discharge or
termination is sought.

         15.      Section and Paragraph Headings.
                  -------------------------------
         The section and paragraph  headings in this Agreement are for reference
purposes  only and  shall not  affect  the  meaning  or  interpretation  of this
Agreement.

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         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this
Agreement as of the date and year first above written.

BIOPONIC INTERNATIONAL                         EXECUTIVE

By:  /s/ Randall S. Reis                       By: /s/ Irving W. DeVoe
     -----------------------------                 --------------------
         Randall S. Reis, Chairman                     Irving W. DeVoe, Ph.D.
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