Exhibit 10.2
                    AMENDMENT TO LOAN AND SECURITY AGREEMENT

         This Amendment (the "Amendment") to the Loan and Security Agreement and
the Note,  both  dated as of August 5, 1999 (the "Loan  Agreement"),  is entered
into on April 2, 2001,  by and between  Vidikron of  America,  Inc.,  a Delaware
corporation  ("Borrower"),  and  Market,  LLC,  a Cayman  Islands,  BWI  limited
liability company ("Lender" and together with Borrower, the "Parties").

                                  Introduction

         The  Parties entered into the Loan Agreement pursuant to Section 2.1 of
which  Market  agreed to make  revolving  credit  loans  from time to time in an
aggregate  principal  amount of up to $2 million.  The revolving credit facility
was  evidenced  by  the  Revolving  Credit  Note  payable  to  the  Lender.   As
consideration for such loan amount,  Borrower granted Lender a security interest
in its  Collateral.  The Parties  desire to supercede in part the Loan Agreement
and the Revolving Credit Note with this Amendment.

         NOW,  THEREFORE,  in  consideration of good and valuable consideration,
the  receipt and  sufficiency  of which is hereby  acknowledged,  the parties do
hereby agree as follows:

                                    Agreement

1.             The   Borrower   hereby   acknowledges   that   certain  $500,000
               Promissory Note, dated February 16, 2001, executed by it in favor
               of Lender for the purpose of applying  such loan balance  against
               the increased Revolving Credit Facility in Section 2 herein.

2.             The  first   paragraph  of  Section  2.1 is hereby deleted in its
               entirety and replaced with the following:

                           Section 2.1 Revolving Credit Facility. The Lender
                           shall,subject to the terms and conditions
                           hereinafter set forth, make revolving credit loans
                           (the "Revolving Credit Loan(s)") to the Borrower from
                           time to time, in an aggregate principal amount not to
                           exceed $3,750,000.

3.             The  face amount of the Revolving Credit Note is hereby increased
               from $2,000,000 to $3,750,000. Accordingly, the figure $2,000,000
               in the 12th line of first paragraph of the Revolving  Credit Note
               is hereby deleted and replaced by the figure $3,750,000.

4.             To the extent that this Amendment is in conflict with any
               provision of either the Loan  Agreement or the  Revolving  Credit
               Note, this Amendment controls.  To the extent that any portion of
               the Loan  Agreement or the  Revolving  Credit Note is modified or
               any  paragraph,  subparagraph  or clause  thereof is  modified or
               deleted by this Amendment,  the unaltered  provisions of the Loan
               Agreement and the Revolving Credit Note will remain in effect.

5.             Capitalized  terms  not defined herein have the meanings given to
               them in the Loan Agreement.

6.             Except as expressly modified herein,  the  Parties  each   hereby
               ratify and confirm the Loan Agreement and Loan,  and  acknowledge
               that the same  continue,  as modified  herein,  in full force and
               effect.


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         IN WITNESS WHEREOF, the undersigned have duly  executed  and  delivered
         this Amendment on the date first written above.


         ATTEST:                                     VIDIKRON OF AMERICA, INC.


         ---------------------------                 ---------------------------
         Name:                                       Name:
         Secretary                                   Title:



         ATTEST:                                     MARKET LLC


         ---------------------------                 ---------------------------
         Name:                                       Navigator Management Ltd.
         Secretary                                   Director