EXHIBIT 10.2

                        AMENDMENT TO EMPLOYMENT AGREEMENT

         This  Amendment  ("Amendment")  to that  Employment  Agreement  between
Steven A. Lambrecht  ("Lambrecht")  and Premium Cigars  International,  Ltd., an
Arizona  corporation  ("PCI")  dated June 13,  1997  ("Original  Agreement")  is
entered into this 19th day of November, 1997.

                                    RECITALS
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         WHEREAS,  PCI and Lambrecht desire that the Original Agreement continue
to govern the employment relationship between them with certain modifications to
ensure a smooth transition in leadership of the Company should Lambrecht, in the
future, be replaced as President or Chief Executive Officer;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of  which  are  hereby  acknowledged,  PCI and  Lambrecht  agree as
follows:

1.  Scope of  Amendment.  The terms of this  Amendment  and all other  terms not
inconsistent  with  this  Amendment  from  the  Original  Agreement,   which  is
incorporated herein by this reference,  will govern the employment relationship.
If any term of this Amendment  conflicts with a term of the Original  Agreement,
the terms of this Amendment shall control.

2.  Option  Grant.  Subject  to (i)  approval  by the  Board of  Directors,  the
Independent  Directors  and  W.  B.  McKee  Securities,  Inc.  as  Underwriters'
Representative  (pursuant  to  paragraphs  4(m)  and  (p)  of  the  Underwriting
Agreement  dated  August  25,  1997) and  ratification  by  shareholders  at the
Company's next annual shareholder  meeting,  (ii) the vesting schedule set forth
below, (iii) the Company's  acceptance of an Accredited Investor  Representation
Letter from Mr. Lambrecht and (iv) the Company's and Lambrecht's entrance into a
Stock  Option  Agreement,  the Company  shall grant to  Lambrecht  non-qualified
options to  purchase  Twenty  Thousand  (20,000)  Shares at the  initial  public
offering price of $5.25 per Share,  exercisable beginning one (1) year after the
date of this Amendment and continuing  until five (5) years after such Amendment
date (the "Options"). After such five (5) year period, the Options shall expire.
The Options shall vest as follows:

     (i) Options to purchase 10,000 shares for Lambrecht's  valuable services as
     President  in  conjunction  with  taking  the  Company  public,  during the
     Company's early stages as a public Company, shall vest immediately upon the
     date that Lambrecht ceases to be President;

     (ii) Options to purchase  10,000 shares for  Lambrecht's  cooperation  in a
     smooth   transition  to  the  next  Chief  Executive   Officer  shall  vest
     immediately  upon the date Lambrecht  ceases to be Chief Executive  Officer
     and does not elect to  remain in any  executive  position  in the  Company,
     provided  that the  Board of  Directors,  in its sole  discretion,  makes a
     determination  that  Lambrecht  has:  (a) fully  cooperated  with the Chief
     Executive  Officer  successor   ("Successor");   (b)  fully  disclosed  all
     information  to  his  Successor  which  is  necessary  to  his  Successor's
     performance as Chief Executive Officer;  (c) has exhibited positive support
     for  his  Successor   before  Company   employees,   shareholders,   market
     participants  and the  general  public;  and (iv) has  resolved  any issues
     relating to his Successor confidentially with his Successor or the Board of
     Directors.

Only Options which have vested, as set forth above,  shall be exercisable during
the exercise period.

3. Status as a Director.  The parties  acknowledge that Lambrecht is currently a
director of the Company. If Lambrecht is replaced as Chief Executive Officer, he
will complete his term as a director and agrees to serve the Board in such other
capacities as the Board shall request.

4. Severance Compensation.  The Severance Compensation provisions of Paragraph 7
of the Original  Agreement shall remain in force according to the conditions set
forth therein, and shall be applicable in the case of Lambrecht's replacement as
CEO.

5.  Payment  as a  Consultant.  If,  upon the date that  Lambrecht  ceases to be
President  and Chief  Executive  Officer,  Lambrecht is  receiving  compensation
pursuant to the Severance Compensation provisions of Paragraph 7 of the Original
Agreement,  Lambrecht agrees to provide  consulting  services to the Company for
the period of such
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Severance  Compensation,  from time to time and as  reasonably  requested by the
Company,  without additional  compensation to Lambrecht. If the Company requests
that  Lambrecht  provide  such  consulting  services  after  any such  Severance
Compensation terminates,  the Company shall pay Lambrecht $45 per hour and shall
reimburse Lambrecht for his reasonable expenses incurred as a consultant.

     EXECUTED as of the first date set forth above.

"PCI"                                   "Lambrecht
Premium Cigars International, Ltd.

     /s/ William L. Anthony                  /s/ Steven A. Lambrecht
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William L. Anthony, Chairman            Steven A. Lambrecht
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