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                                  Exhibit 10.2

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

       FIRST AMENDMENT (this "Amendment") made as of the 1ST day of May, 2000,
to that certain Employment Agreement (the "Employment Agreement") dated June 17,
1999 between TBM Holdings, Inc. a Florida corporation with its principal offices
in Westport, Connecticut (the "Company") and William Schwartz, an individual
residing in Westport, Connecticut (the "Executive").

                                    RECITALS

       WHEREAS, Company and Executive are parties to the Employment Agreement.

       WHEREAS, Company and Executive now desire to amend the Employment
Agreement as set forth herein.

       NOW, THEREFORE, in consideration of good and valuable consideration
received and receipt of which is hereby acknowledged, the parties agree to amend
the Employment Agreement as follows:

       1.  Section 1.3 is amended by deleting the words "Chief Operating
Officer" and substituting "Chief Executive Officer".

       2.  Section 1.4(b)(ii) is amended by deleting the words "Chief Operating
Officer" and substituting "Chief Executive Officer".

       3.  Section 2.1 is amended by deleting the words "Two Hundred and Sixty
Thousand Dollars ($260,000) and substituting "Two Hundred Thousand Dollars
($200,000).

       4.  Section 2.2 is amended by deleting the Section in its entirety and
substituting the following:

           (2.2) Payment of Base Salary. Executive shall receive his Base Salary
           in equal installments to be paid on at least a monthly basis less
           appropriate withholding for federal taxes and deductions, and in
           accordance with the policy of the Company as in effect from time to
           time for the payment of salary to senior executive personnel.
           Executive shall be eligible for any routine or customary annual
           increases to Base Salary in accordance with the policy of the Company
           for increases to the Base Salary of senior executive personnel as
           determined by and subject to the approval of the Board of Directors
           of the Company. Executive shall remain on the payroll of Consulting
           and Company shall reimburse Consulting for the amounts paid to
           Executive for Base Salary, any Incentive Compensation due Executive
           under Section 2.3, and the costs of Executive's benefits due under
           section 2.4.

       5.  Section 2.3 is amended by deleting the Section in its entirety and
substituting the following:

           (2.3) Incentive Compensation. (a) In addition to the payment to the
           Executive of the Base Salary and the other payments and benefits
           available to the Executive under this Agreement, the Company's Board
           of Directors shall determine on both a quarterly and annual basis
           whether the Executive is entitled to incentive compensation (the
           "Incentive Compensation") and the extent thereof. The quarterly
           Incentive Compensation amount shall be based on


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           Executive's achievement of specified criteria each quarter such
           criteria to be evaluated and scored in accordance with Attachment 1,
           attached hereto and incorporated herein. For purposes of illustration
           only, should the quarterly points achieved be 50, Executive shall be
           eligible for quarterly Incentive Compensation of $25,000 for that
           quarter.

           (b) The annual Incentive Compensation amount shall be based on
           Executive's contribution to the achievement of overall Company goals
           regarding revenue, net income and growth. The target annual bonus
           amount for Executive is $95,000, based on the achievement of 100% of
           goals to be set and evaluated by the Company's Board of Directors.
           The annual Incentive Compensation amount may be greater than or less
           than the target depending upon achievement of goals.

       6.  The Employment Agreement, as hereby amended, is ratified and
confirmed in each and every respect.

       IN WITNESS WHEREOF, this First Amendment to the Employment Agreement is
made effective as of the date first written above.


                                       TBM HOLDINGS, INC.



                                       By: /s/ Anand Sharma
                                          ----------------------------------
                                          Its: Chairman


                                       /s/ William Schwartz
                                       -------------------------------------
                                       William Schwartz


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