EXHIBIT 10.2
                                  ------------

                                     BI-BERK
                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT,  made and entered  into  as of  September  1, 1990  between
BARTON INCORPORATED,  a Delaware  corporation (the "Company"),  and ALEXANDER L.
BERK (the "Employee").

                              W I T N E S S E T H:

     WHEREAS, the Employee has been employed  in the beverage  alcohol  industry
for a number  of years,  and his  experience,  ability  and  knowledge  would be
extremely valuable to the Company; and

     WHEREAS, the Employee is willing to serve in an executive capacity with the
Company on the terms herein provided;

     NOW, THEREFORE,  in consideration of the premises and the mutual  covenants
and   agreements   hereafter  set  forth,   and  for  other  good  and  valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, it
is hereby mutually agreed as follows:

     1.  Employment. Company  hereby  agrees to  employ  Employee,  and Employee
hereby  accepts such  employment,  on the terms and conditions set forth herein,
for the  "Term"  as  defined  in this  Section  1. The Term  shall  commence  on
September 1, 1990 and, unless sooner terminated pursuant to Section 5 herein, or
extended  under the terms of this  Section 1, shall end on March 31,  1995.  The
Term shall be  automatically  extended for  additional  one-year  periods unless
Employee  notifies the Board of Directors of the Company (the  "Directors"),  or
the Directors notify Employee,  that the notifying party does not wish to extend
the then existing  Term,  which notice must be given in the manner  described in
Section 10

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hereof at least one hundred  eighty  (180) days prior to the  expiration  of the
then existing Term.

     2.  Position and Duties.  Employee  shall serve as the  President and Chief
Operating  Officer of the Company and as a member of the boards of  directors of
the  Company  and its  principal  subsidiaries,  and as a member of a  committee
comprised of some of the  Company's  Vice  Presidents  which  consults  with and
advises the Chief Executive  Officer of the Company,  but which has no authority
over the Chief Executive  Officer of the Company (the  "Management  Committee").
The Employee  shall report and be  responsible  directly to the Chief  Executive
Officer of the Company,  with such powers and duties consistent with his offices
as may from  time to time be  authorized  or  directed  by the  Company's  Chief
Executive  Officer.   Employee  shall  devote  his  full-time  services  to  the
employment  provided for herein.  All  services and duties of Employee  rendered
hereunder shall be performed  faithfully,  diligently and competently and to the
highest standards of loyalty.

     3.  Place of Employment.  In connection with his employment by the Company,
the  Employee  shall not be  required to  relocate  or  transfer  his  principal
residence from the metropolitan Chicago, Illinois area and shall not be required
to perform services which would make the continuance of his principal  residence
in such area unreasonably difficult or inconvenient for him.

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     4.  Compensation.

         (a)  The Employee shall receive a base salary, which shall be initially
     at the rate or $275,000 per annum ("Base Salary"), payable semi-monthly. It
     is contemplated that the Chief Executive officer will review the Employee's
     Base Salary each April 1 during the Term hereof  commencing  April 1, 1991;
     and,  the Chief  Executive  Officer  may, at his  discretion,  increase the
     Employee's  Base  Salary  from  time  to time  based  upon  the  Employee's
     performance and other relevant  factors.  Any increase in Base Salary shall
     in no way limit or reduce any other  obligation  of the Company  hereunder;
     and, once  established at an increased  specified rate, the Employee's Base
     Salary hereunder shall not be reduced.

         (b)  Expenses.  In  addition, the  Company   agrees  to  reimburse  all
     ordinary and  necessary  expenses  incurred by the  Employee in  performing
     services  hereunder,  subject to appropriate  accounting in accordance with
     Company policy.

         (c)  Participation in Benefit Plans; Fringe Benefits.   While  employed
     hereunder,  the  Employee  shall be entitled to  participate  in or receive
     benefits  under any employee  benefit  plans and fringe  benefits  programs
     which are from time to time made available to key executives of the Company
     including, without limitation, the Barton Incorporated Management Incentive
     Plan

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     (Exhibit 4(c) attached hereto)  and  the use of  a Company  owned or leased
     car, subject to such general modifications, increases or reductions in such
     employee  benefit  plans and fringe  benefits  programs as may be made from
     time to time by the Company.

         (d)  Vacations.  During each fiscal year of the Company, Employee shall
     be entitled to 20 business  days of paid  vacation.  The paid vacation days
     provided for hereunder  must be used during the  applicable  fiscal year or
     lost, and shall not accumulate from fiscal year to fiscal year.

     5.  Termination.

         (a)  Anything  herein  contained to the contrary  notwithstanding,  the
     Employee's  employment  by the  Company  shall  terminate  (subject  to the
     obligations  herein  provided)  prior to the  expiration of the Term on the
     happening of any of the following events:

              (i)   The death of the Employee;

              (ii)  The  termination  of  the  Employee's   employment  by   the
         Directors by written  notice to Employee at any time within  sixty (60)
         days  of the  Complete  Disability  of the  employee,  as   hereinafter
         defined.

              (iii) The  termination  of  the   Employee's   employment  by  the
         Directors  for "Cause",  as hereinafter  defined,  by written notice to
         Employee

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         at any time  within  forty-five  (45) days  of the  event  constituting
         "Good Reason" hereunder: or

              (iv)  The termination of the Employee's employment by the Employee
         for "Good Reason",  as hereinafter  defined,  by written notice to  the
         Company  at  any  time  within  forty-five  (45)  days  of   the  event
         constituting "Good Reason" hereunder; or

              (v)   The   termination   of  the   Employee's   employment   upon
         "Retirement", as hereinafter defined.

         (b)  As used in this Agreement, the following terms shall be defined as
     follows:

              (i)  "Cause"  shall  mean (X) the  willful  malfeasance  or  gross
         negligence by the  Employee in the performance of his duties hereunder,
         (Y) the willful  breach by the Employee of any  material  provision  of
         this  Agreement,  or (Z) the  engaging  by the  Employee in  misconduct
         (whether in connection with  his duties  hereunder or otherwise)  which
         is demonstrably injurious to the Company monetarily or otherwise.

              (ii)  "Complete  Disability"  shall  mean  the  inability  of  the
         Employee to perform his duties  hereunder due to illness,  accident  or
         any other physical or mental  incapacity,  for a  period of two hundred
         seventy (270) days in the aggregate within

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         any given period of twelve (12) consecutive months during  the Term, it
         being understood that,  notwithstanding  his complete  disability,  the
         Employee  shall be entitled to  receive  the Base Salary  provided  for
         herein  until the  expiration  of twelve (12) months from the first day
         of such  inability  to  perform  in  the above  mentioned  two  hundred
         seventy  (270) days.   Disability  because of illness,  accident or any
         other physical or mental incapacity shall  not be a basis for discharge
         by the Company except as provided for herein for Complete Disability.

              (iii) Employee  shall  have  "Good  Reason"  if: (X)  without  his
         consent,   Employee's  authority  or  responsibilities  hereunder   are
         diminished  or  Employee is removed  from the office of  President  and
         Chief  Operating  Officer of the Company,  from the boards of directors
         of the Company or its  principal  subsidiaries,  or from the Management
         Committee;  or  (Y) the Company  willfully  fails to perform any of its
         material   obligations  to  Employee  hereunder,   including,   without
         limitation,  failing to  provide Employee with fringe  benefits,  or to
         include  Employee in  benefit plans,  available to other key executives
         of  the  Company,  requiring  Employee to move his  principal  place of
         residence outside of the

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         metropolitan  Chicago  area  or making the  continuance  of a principal
         residence in the metropolitan  Chicago  area unreasonably  difficult or
         inconvenient,  or  failing to make regular Base Salary  payments at the
         level required in Section 4(a) hereof.

              (iv)  "Retirement"   means   retirement  in  accordance  with  the
         Company's  retirement  policy  from  time to time in  effect  generally
         applicable  to  the  Company's  salaried    employees,   including  any
         "voluntary early retirement" under such policy.

     6.  Post-Termination Benefits.

         (a)   If  Employee's employment shall  be terminated at any time (i) by
     reason of his  death,  Complete  Disability  or  Retirement  or (ii) by the
     employee for Good Reason  pursuant to Section  5(a) (iv) hereof,  or if the
     Company  decides  not to extend the Term  hereof as  provided  in Section 1
     hereof,  the Company shall pay to the Employee a  post-termination  benefit
     equal to one hundred percent (100%) of his then current Base Salary.

         (b)   If  Employee's employment  shall be  terminated  by virtue of the
     expiration  of the Term after notice from  Employee to the  Directors  that
     Employee  does not  intend  to extend  the Term as  provided  in  Section 1
     hereof,  then the Company shall pay to Employee a post-termination  benefit
     equal to one-half of the amount payable under Section 6(a) above.

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         (c)  The post-termination benefits payable under Sections 6(a) and 6(b)
     hereof shall be payable in a lump sum as soon as practicable after the date
     of termination of the Employee's employment.

         (d)  In the event that the Employee's employment shall be terminated by
     the Employee for Good Reason  pursuant to Section  5(a)(iv)  hereof,  or if
     Employee's  employment  is terminated by the Company for reasons other than
     the  death of  Employee,  Employee's  Complete  Disability  or Cause  under
     Sections  5(a)(i),  5(a)(ii) and 5(a)(iii) hereof (it being understood that
     an election by the Company not to extend the Term is not a "termination  by
     the  Company"  hereunder)  the  Employee  shall  be  paid  a  supplementary
     post-termination benefit in an amount equal to what he otherwise would have
     been entitled to receive as his share of the Company's  contribution to its
     salaried employees'  profit-sharing and retirement plan for the fiscal year
     in which  such  termination  occurs  based on his  "compensation"  for such
     fiscal year through the date of termination, if such profit-sharing plan is
     in effect for such year,  and if such plan does not  credit  Employee  with
     such  contributions  when payments are made in respect of the circumstances
     described  in this  Section  6(d).  Said  payment,  if any,  shall  be made
     promptly after the

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     Company's  contribution  to said  plan for the  fiscal  year in which  such
     termination occurs.

         (e)  It  is understood  and agreed that the  Employee  shall not have a
     duty  to  seek  other   employment   for  the  purpose  of  minimizing  any
     post-termination  benefits  or  liquidated  damages  payable by the Company
     hereunder.

         (f)  In the event the Employee's  employment shall be terminated at any
     time by the Directors for Cause pursuant to Section 5(a) (iii) hereof,  the
     Company shall have no obligation to pay any  compensation or other benefits
     under  this  Section  6  or  otherwise  for  any  period   following   such
     termination.

     7. Liquidated Damages. In addition to the post-termination benefits payable
pursuant  to  Section  6  hereof,  in the event  the  Employee's  employment  is
terminated by the Employee for Good Reason pursuant to Section 5(a) (iv) hereof,
or if Employee's  employment is terminated by the Company for reasons other than
the death of Employee,  Employee's  Complete  Disability or cause under Sections
5(a)(i),  5(a)(ii) and 5(a)(iii) hereof (it being understood that an election by
the Company not to extend the Term is not a "termination by Company" hereunder),
the Company shall pay to the Employee,  as liquidated damages and in lieu of any
further  salary  payments to the Employee for periods  subsequent to the date of
termination, an amount equal to the product of (i) his then current Base Salary,
multiplied by (ii) the number of years

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(including fractions thereof) remaining in the then Term of this Agreement.  The
amount so  payable  shall be payable  to the  Employee  in a lump sum as soon as
practicable after the date of termination of the Employee's employment.

     8.  Non-Competition.

         (a)  The Employee  hereby  agrees that he will not,  either  during the
     term of his employment by the Company or thereafter,  disclose any material
     confidential  information  concerning  any  aspect of the  business  of the
     Company or any of its  subsidiaries  or affiliates  to any person,  firm or
     corporation,  except in the furtherance of the interests of the Company and
     its  subsidiaries  and affiliates and with the prior written consent of the
     Company.

         (b)  The Employee  acknowledges  that the Company's  business is highly
     competitive  and that a violation  by Employee of the covenant set forth in
     this  Section 8 would  cause  immeasurable  and  irreparable  damage to the
     Company and its  subsidiaries  and  affiliates.  The  Employee  accordingly
     agrees,  without  limiting the remedies  available to the Company or any of
     its subsidiaries or affiliates,  that any violation of such covenant may be
     enjoined by any court of competent jurisdiction.

         (c)  As used in this  Section  8,  "Company"  means  the  Company,  its
     subsidiaries and affiliates.

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         (d)  The Company hereby acknowledges that the Employee has informed the
     Company  that  the  Employee  is  a  limited   partner  of  Virgin  Islands
     Acquisition  Partnership  ("YIAP"),  and a  shareholder  in and director of
     VIRIL  Acquisition  Corp., a New York corporation and the corporate general
     partner of Virgin Islands Rum Industries Ltd.  ("VIRIL").  The Employee has
     further  informed  the Company that VIRIL (the  majority  owner of which is
     VIAP) owns and operates a rum  distillery  in the U.S.  Virgin  Islands and
     sells its products to various companies throughout the world, including the
     United  States,  and that from time to time,  VIRIL has sold rum in bulk to
     the Company's  subsidiary,  Barton Brands, Ltd. It is understood and agreed
     that the Employee's ownership in VIAP and its corporate general partner and
     his  offices  in such  corporate  general  partner  shall  not be  deemed a
     violation of this Agreement.

     9.  Arbitration. Any dispute or controversy  arising under or in connection
with this  Agreement  shall be settled  exclusively  by  arbitration in Chicago,
Illinois in accordance  with the rules of the American  Arbitration  Association
then in effect; provided,  however, that the Company shall be entitled to seek a
restraining  order or  injunction  in any  court of  competent  jurisdiction  to
prevent any  continuing  violation of Section 8 hereof.  The losing party in any
such  arbitration  shall pay all costs of the  arbitration,  including the legal
fees and expenses of

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all parties with respect  thereto.  Judgment may be entered on the  arbitrator's
award in any court having jurisdiction.

     10.  Notice.  Any notice or other  communication  hereunder to either party
shall be deemed  validly  delivered when  delivered  personally,  on any date on
which personal delivery is refused, or 3 days after deposit in the United States
mail, registered or certified with proper postage prepaid, addressed as follows:

         (a)  If to the Company, addressed to:

               Barton Incorporated
               Suite 1700
               55 East Monroe Street
               Chicago, Illinois  60603
               Attention:  Chairman

         (b)  If to the Employee, addressed to:

               Alexander L. Berk
               13531 Hughes Place
               Dallas, Texas  75240

or to such other  addresses as either party may  designate for itself or himself
by notice given to the other from time to time in accordance with the provisions
hereof,  except that notices of change of address  shall be effective  only upon
receipt.

     11. Successors and Assigns.   The provisions  hereof shall be  binding upon
and  shall inure  to the  benefit of the  Employee,  his  heirs,  executors  and
administrators, and the Company, its successors and assigns.

     12. Prior Agreements.   This  agreement  supersedes  all  prior  agreements
between the parties with respect to the subject matter hereof.

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     l3. Governing Laws.  This aqreement  shall  be governed  by the laws of the
State of Illinois.

     14. Miscellaneous.  No provision of this Agreement may be modified,  waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing,  and is signed by the Employee and by another  executive officer of the
Company who has been duly  authorized by the  Directors.  No waiver by any party
hereto at any time of any breach by any other party hereto,  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 otherwise,  express or implied, with respect to this Agreement have been
made by any party which are not set forth expressly in this Agreement.

     15. Validity and Severability.  The invalidity or  unenforceability  of any
provision hereof shall not affect the  enforceability  of any other provision of
this  Agreement,  all of which other  provisions  shall remain in full force and
effect  (such  unenforceable  or  invalid  provision  being  severable  in  such
instance),  nor shall the  invalidity  or  unenforceability  of a portion of any
provision of this Agreement affect the validity or enforceability of the balance
of such provision.

     16. Counterparts.   This  Agreement  may   be   executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

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     IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered by
the  authorized  officers or the  Company and by the  Employee on the date first
hereinabove written.


                                             BARTON INCORPORATED


                                             By: /s/ Ellis M. Goodman
                                                 --------------------


/s/ A. Berk
----------------------
ALEXANDER L. BERK

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                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT

     THIS AMENDMENT NO. 1  TO EMPLOYMENT  AGREEMENT   (this  "Amendment")  dated
November 11, 1996 is by and between BARTON INCORPORATED,  a Delaware corporation
(the "Company"), and ALEXANDER L. BERK (the "Employee").

     WHEREAS, the Company and Employee  are parties to that  certain  Employment
Agreement  dated  September 1, 1990 (the  "Agreement"),  and desire to amend the
Agreement on the terms and subject to the conditions hereinafter set forth.

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

     1.  Employment. The second sentence of Section 1 of the Agreement is hereby
deleted in its entirety and the following inserted therefor:

         "The Term shall  commence  on  September  1, 1990  and,  unless  sooner
         terminated  pursuant to Section 5 herein,  or  extended under the terms
         of this Section 1 shall end on February 28, 2001."

     2.  Post-Termination Benefits.  Section  6(a) of the  Agreement  is  hereby
deleted in its entirety and the following inserted therefor:

         "(a)  If Employee's  employment  shall be terminated at any time (i) by
         reason of his death,  Complete Disability or Retirement or (ii) by  the
         Employee for Good Reason pursuant to Section  5(a)(iv)  hereof,  or  if
         the  Company  decides  not to extend  the Term  hereof as  provided  in
         Section  1  hereof,   the   Company   shall  pay  to  the   Employee  a
         post-termination  benefit equal to one hundred  percent  (100%) of  his
         then  current  Base Salary plus the amount paid to Employee  under  the
         Barton  Incorporated  Management  Incentive  Plan   for  the  Company's
         immediately prior fiscal year."

     3.  Confidential Information.  Employee agrees  to keep  the fact that this
Amendment  has been entered into and the terms of this  Amendment  confidential,
except that disclosure of this Amendment to Employee's  immediate  relatives and
financial and legal advisors is permitted.

     4.  No Further Modifications.  Except as specifically set forth herein, the
Agreement shall remain in full force and unaffected hereby.

     IN WITNESS WHEREOF,  the parties hereto have executed this Amendment  as of
the date first above written.

COMPANY:                                     EMPLOYEE:

BARTON INCORPORATED

/s/ Ellis M. Goodman                        /s/ A. Berk
---------------------                        ------------------------
Ellis M. Goodman                             Alexander L. Berk
Chief Executive Officer