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                                                                   Exhibit 10.2

                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT dated as of the 6th day of May, 1998 between
Coinexx Corporation, a Delaware corporation (the "Company") and R. Mark Elmore
(the "Executive").

         WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of May
6, 1998, by and among the Company, PC411 Acquisition Corp. and PC411 Inc.
("PC411"), and the Executive (the "Merger Agreement"), the parties hereto agreed
to enter into this Employment Agreement.

         NOW, THEREFORE, for good and valuable consideration, it is agreed as
follows:

         1. Term. Subject to the terms and conditions hereof, the term of
employment of the Executive under the Agreement shall be for the period (the
"Employment Term") commencing on May 6, 1998 (the "Commencement Date") and
terminating on the expiration of three years thereafter, unless sooner
terminated as provided in Paragraph 4 hereof.

         2. Duties and Responsibilities. During the Employment Term, the
Executive shall serve as President of the Company. He shall report to, and be
subject to, the direction of the Company's Board of Directors and shall perform
such duties and responsibilities commensurate with his title and position as may
be assigned to him from time to time by the Board of Directors. The Executive
shall work on a full time basis and shall devote his time, energy and attention
to the business of the Company.





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         3. Compensation.

         (a) Salary. In payment for the services to be rendered by the Executive
hereunder, the Executive shall be paid at the annual salary rate of $100,000,
less withholding required by law and other deductions agreed upon by the
Executive, commencing on the date of this agreement. Such compensation shall be
payable monthly, or on such more frequent schedule as the Company may elect.

         (b) Stock Options. Promptly after the execution hereof the parent of
the Company, PC411, shall grant to the Executive an option to purchase 110,000
shares of the common stock of PC411 at a price of $1.50 per share in
substantially the form annexed hereto.

         (c) Benefits. The Executive shall be entitled to the following
additional benefits:

         (i) Three weeks of paid vacation during each year of the Employment
Term to be taken in accordance with Company policy.

         (ii) To the extent the Executive qualifies, the Executive may
participate in, or benefit under, any benefit plan, arrangement or perquisite
made available by PC411 to its key executives and key employees, including,
without limitation, any major medical, family health and dental coverage plan
and long-term disability group plan.

         (iii) The Company shall reimburse the Executive for such ordinary and
necessary business related expenses as shall be incurred by the Executive in the
course of the performance of his duties under this Agreement, in accordance with
Company policies.




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         4. Termination. The Executive's employment hereunder may be terminated
under the following circumstances:
 
       (a) The Company shall have the right to terminate the employment of the
Executive under this Agreement for disability in the event the Executive suffers
an injury, or physical or mental illness or incapacity of such character as to
substantially disable him from performing his duties hereunder for a period of
more than one hundred eighty (180) consecutive days upon the Company giving at
last thirty (30) days written notice of termination; provided, however, that if
the Executive is eligible to receive disability payments pursuant to a
disability insurance policy or policies paid for by the Company, the Executive
shall assign such benefits to the Company for all periods as to which he is
receiving payment under this Agreement.

         (b) This Agreement shall automatically terminate upon the death of
Executive.

         (c) The Company may terminate this Agreement at any time because of (i)
Executive's material breach of any term of this Agreement or (ii) the willful
engaging by the Executive in misconduct which is materially injurious to the
Company, monetarily or otherwise, without the Company waiving any rights it may
have against the Executive for breach of this Agreement.

         (d) The Company shall have the right to terminate Executive's
employment at any time at its sole discretion; provided that if such employment
is terminated other than in accordance with the provisions of Section 4(a), 4(b)
or 4(c) the Company shall pay to Executive the amounts set forth in Section
10(c) hereof.



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         5.       Nondisclosure; Noncompetition.

         (a) The Executive agrees not to use or disclose, either while in the
Company's employ or at any time thereafter, except with the prior written
consent of the Board of Directors, any trade secrets, proprietary information,
or other information that the Company considers confidential relating to
processes, suppliers (including but not limited to a list or lists of
suppliers), customers (including but not limited to a list or lists of
customers), compositions, improvements, inventions, operations, processing,
marketing, distributing, selling, cost and pricing data, or master files
utilized by the Company, not presently generally known to the public, and which
is, obtained or acquired by the Executive while in the employ of the Company.

         (b) During the Employment Term and for a period of one year thereafter,
the Executive shall not, directly or indirectly; (i) in any manner, engage in
any business which competes with any business conducted by the Company and will
not directly or indirectly own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be employed by or
connected in any manner with any corporation, firm or business that is so
engaged (provided, however, that nothing herein shall prohibit the Executive
from owning not more than three percent (3%) of the outstanding stock of any
publicly held corporation), (ii) persuade or attempt to persuade any employee of
the Company to leave the employ of the Company or to become employed by any
other entity, or (iii) persuade or attempt to persuade any customer of the
Company to cease doing business with the Company, or to reduce the amount of
business it does or intends or anticipates doing with the Company.




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         (c) During his employment with the Company, and for one year
thereafter, the Executive shall not take any action which might divert from the
Company any opportunity learned about by him during his employment with the
Company (including without limitation during the Employment Term) which would be
within the scope of any of the businesses then engaged in or planned to be
engaged in by the Company.

         (d) In the event that this Agreement shall be terminated for any
reason, then notwithstanding such termination, the obligations of Executive
pursuant to this Section 5 of this Agreement shall survive such termination.

         6. Successors; Binding Agreement. This agreement shall inure to the
benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amount would still
be payable hereunder if the Executive had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to Executive's devisee, legatee or other designee or, if there be
no such designee, to the Executive's estate.

         7. Amendment; Waiver. No provisions of this Agreement may be modified,
supplemented, waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by the Executive and the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or 



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otherwise, express of implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement.

         8. Applicable Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York without regard to its conflict of laws principles.

         9. Severability of Covenants. In the event that any provision of this
Agreement, including any sentence, clause or part hereof, shall be deemed
contrary to law or invalid or unenforceable in any respect by a court of
competent jurisdiction, the remaining provisions shall not be affected, but
shall remain in full force and effect and any invalid and unenforceable
provisions shall be deemed, without further action on the part of the
undersigned, modified, amended and limited solely to the extent necessary to
render the same valid and enforceable.

          10.     Remedies.

         (a) In the event of a breach or threatened breach of any of the
Executive's covenants under Section 5, the Executive acknowledges that the
Company will not have an adequate remedy at law. Accordingly, in the event of
any such breach or threatened breach, the Company will be entitled to such
equitable and injunctive relief as may be available to restrain the Executive
from the violation of the provisions thereof.

         (b) Nothing herein shall be construed as prohibiting the Company, on
the one hand, and the Executive, on the other hand, from pursuing any remedies
available at law or in equity for any breach or threatened breach of the
provisions of this Agreement by the other party, including the recovery of
damages.




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         (c) If the Company terminates Executive's employment other than
pursuant to Section 4(a), 4(b) or 4(c), it shall continue to pay Executive his
compensation under Section 3(a) until the expiration of twelve months following
such termination or the expiration of the Employment Term which ever first
occurs.

         11. Notices. Any notice, request, instruction or other document to be
given hereunder by any party to the other party shall be in writing and shall be
deemed to have been duly given when delivered personally or five (5) days after
dispatch by registered or certified mail, postage prepaid, return receipt
requested, to the party to whom the same is so given or made:

         If to the Company
            addressed to:           Coinexx Corporation
                                    c/o New Valley Corporation
                                    100 SE Second Street
                                    Miami, Florida 33131
                                    Attn:  J. Bryant Kirkland III

         with a copy to:            Morse, Zelnick, Rose & Lander, LLP
                                    450 Park Avenue
                                    New York, New York 10022
                                    Attn:  Howard L. Morse, Esq.

         If to the Executive
         addressed to:              R. Mark Elmore
                                    c/o Coinexx Corporation
                                    1771 Post Road East
                                    Westport, Connecticut 06880

or to such other address as the one party shall specify to the other party in
writing.

         12. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, Executive or representative of 




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any party hereto; and any prior agreement of the parties hereto in respect of
the subject matter contained herein is hereby terminated and canceled.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.



                                              COINEXX CORPORATION



                                              By: /s/ J. Bryant Kirkland III
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                                                  /s/ R. Mark Elmore
                                                  -----------------------------
                                                  R. MARK ELMORE




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