EXHIBIT 10.2
                        AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT (this "Amendment") is made effective as of this 3rd day
of June, 2003, by and between Empire Financial Holding Company, a Florida
corporation (the "Company"), and Kevin M. Gagne, an individual residing in
Sanford, Florida (the "Executive").


                              W I T N E S S E T H:

         WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement, dated December 27, 2001 (the "Employment Agreement"), and
in connection therewith the Executive currently serves as the Chairman of the
Board, Chief Executive Officer and President of the Company;

         WHEREAS, the Company and the Executive desire to amend the Executive's
base salary pursuant to the Employment Agreement to allow for the reduction of
Executive's base salary from $375,000 per annum to $175,000 per annum; and

         WHEREAS, in connection with this Amendment the Company desires to grant
to the Executive, pursuant to the Company's 2000 Stock Option Plan (the "Plan"),
non-qualified stock options (the "Options") to purchase an aggregate of 100,000
shares of common stock, $.01 par value per share ("Common Stock"), of the
Company at an exercise price per share equal to the volume weighted average of
the Company's Common Stock for the 30 trading days immediately prior to the
effective date of this Amendment, with all of such options immediately
exercisable.

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

         1. AMENDMENTS.

                  Section 2.1 of the Employment Agreement is hereby amended by
deleting Section 2.1 in its entirety and substituting therefor a new Section 2.1
to read as follows:

                           "2.1     BASE SALARY.

                                    (i) Until June 30, 2003, the Executive shall
                  receive a base salary at the annual rate of $375,000 (the
                  "Base Salary") during the term of this Agreement, with such
                  Base Salary payable in installments consistent with the
                  Company's normal payroll schedule, subject to applicable
                  withholding and other taxes. Commencing on July 1, 2003, the
                  Executive shall receive a base salary at the annual rate of
                  $175,000 (the "Base Salary") during the remaining term of this
                  Agreement, with such Base Salary payable in installments
                  consistent with the Company's normal payroll schedule, subject
                  to applicable withholding and other taxes. Such Base Salary
                  may be increased from time to time in the sole discretion of
                  the Board (or any authorized committee thereof). The Base
                  Salary shall not be decreased for any reason without the
                  consent of the Executive.

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                                    (ii) In addition to Base Salary, the Company
                  shall issue to the Executive, pursuant to the Company's 2000
                  Stock Option Plan (the "Plan"), Non-Qualified Stock Options
                  (as defined in the Plan) to purchase an aggregate of 100,000
                  shares of common stock, $.01 par value per share ("Common
                  Stock"), of the Company at an exercise price per share equal
                  to the volume weighted average of the Company's Common Stock
                  for the 30 trading days immediately prior to the effective
                  date of this Amendment, with all of such options immediately
                  exercisable. Each Non-Qualified Stock Option granted hereunder
                  shall expire ten years from the date of the grant of such
                  Non-Qualified Stock Option."

         2. EFFECTIVE DATE. This Amendment shall be effective as of the date set
forth above. From and after the effective date hereof, each reference in the
Employment Agreement to "this Agreement," "hereto", "hereunder" or words of like
import, and all references to the Employment Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Employment Agreement as
modified and amended by this Amendment.

         3. NO OTHER MODIFICATIONS. Except as otherwise expressly modified by
the terms and provisions of this Amendment, the Agreement shall remain in full
force and effect, and is hereby in all respects confirmed and ratified by the
parties hereto; and, except as expressly provided herein, nothing in this
Amendment will be construed as a waiver of any of the rights or obligations of
the parties under the Agreement.

         4. GOVERNING LAW. This Amendment shall be deemed a contract made under
the laws of the State of Florida and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts made
and to be performed entirely within such State.

         5. COUNTERPARTS. This Amendment may be executed in counterparts and by
different parties hereto in separate counterparts each of which, when so
executed and delivered, shall be deemed to be an original and all of which when
taken together, shall constitute one and the same instrument.

         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]


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

WITNESSES:                              COMPANY:

___________________________             EMPIRE FINANCIAL HOLDING COMPANY,
                                        a Florida corporation


___________________________             By: ___________________________
                                            George R. Cupples
                                            Chief Financial Officer


WITNESSES:                              EXECUTIVE:

___________________________                 ___________________________
                                                   Kevin M. Gagne


___________________________


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