<PAGE>
               EXHIBIT 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of June 1, 1997
("Effective Date"), by and between Primary Care Medical Centers of America,
Inc., a Delaware corporation ("Employer"), and Craig T. Cuden ("Employee"). 
Employer and Employee may be referred to herein collectively as the "parties"
and individually as a "party."

ARTICLE I

TERM OF EMPLOYMENT; FORMATION OF SUBSIDIARY

Employer hereby employs Employee and Employee hereby accepts employment with
Employer for a period (the "Term") beginning as of the Effective Date and 
ending on the third (3rd) anniversary of the Effective Date (the "Scheduled 
Termination Date"), subject, however, to earlier termination as hereinafter 
provided.

ARTICLE II

DUTIES OF EMPLOYEE


2.1   Duties.  Employee is engaged to be the Chief Executive Officer of 
Employer.  Employee shall be elected to the Board of Directors of Employer 
and shall be reelected as necessary to permit Employee to serve as a 
director throughout the Term.  In general, Employee shall have such 
authority, duties and responsibilities with respect to Employer as are 
consistent with his title.  Employee's specific duties and powers shall be 
determined from time to time by Employer's Board of Directors.  Employee 
shall perform and discharge such duties well and faithfully.  Employee
shall be subject to the supervision and direction of Employer's Board
of Directors and its Chairman.

2.2   Full Time Employment.  Employee shall devote his entire productive 
time, ability, and attention to the business of Employer during the Term.  
Except for services provided to affiliates of Employer, during the Term, 
Employee shall not, directly or indirectly, render any services of a 
business, commercial or professional nature to any other person, corporation,
firm or organization, whether for compensation or otherwise, without the 
prior written consent of Employer.  Employee hereby represents and warrants 
to Employer that the execution and performance of Employee's duties under
this Agreement do not and will not conflict with or result in a breach of
or a default under any agreement, contract or instrument to which Employee
is a party or by which Employee is bound.


ARTICLE III

COMPENSATION AND BENEFITS


3.1  Base Salary.  As partial compensation for services rendered and 
Employee's covenants and agreements under this Agreement, Employee shall 
be entitled to receive from Employer a base salary, initially set at 
$150,000 per year, payable in twenty-four equal semi-monthly installments 
for each year during the Term. The salary of Employee may be adjusted from 
time to time at the sole discretion of Employer's Board of Directors but 
shall not be decreased below $150,000 without Employee's consent.

3.2  Performance Bonus.  In addition to the compensation specified in 
Section 3.1, Employee shall also be entitled to receive from Employer 
for each twelve-month Bonus Period, as defined below, an additional amount 
(the "Performance Bonus") equal to five percent (5%) of Employer's net 
pre-tax earnings ("NPTE") for the Bonus Period provided that Employer has 
achieved a return on investment ("ROI") during the Bonus Period at least 
equal to 15.0%, 16.5% or 18.0% in the first, second or third Bonus Periods, 
respectively; provided, however, that in the event Employee is employed
by Employer for less than all of any Bonus Period, the Employee's
Performance Bonus for such partial Bonus Period shall be determined by 
multiplying the amount calculated pursuant to the previous sentence by a
fraction, the numerator of which shall be the number of days in the Bonus
Period during which Employee was employed by Employer, and the denominator 
of which shall be the total number of days in the Bonus period.  Any 
Performance Bonus payable with respect to a partial Bonus Period shall be 
paid within 90 days after the end of such fiscal year.  The "Bonus Period"
shall mean each of the three twelve-month periods commencing June 1, 1997,
and the first and second anniversaries of such date.  NPTE
shall equal Employer's consolidated net income for the Bonus Period, prior 
to the deduction therefrom of any income tax expense, but after application
thereto of any monitoring or administrative fees chargeable to the
Subsidiary by any other company, including, but not limited to, Seal Holdings
Corporation (the "Parent").  The above notwithstanding, in calculating
NPTE, there shall be excluded from the gross revenues of Employer the full
amount of any consideration received by Employer in any Special event, as 
defined in section 3.3, below.  The ROI for any Bonus Period shall equal
that percentage of the shareholders' equity of Employer on the last
day of the Bonus Period which is equal to the NPTE of Employer for that 
Bonus Period less (i) any and all income taxes paid or payable by the
Company or Parent with respect to such earnings and (ii) the sum of the
Performance Bonuses payable with respect to the Bonus Period hereunder
and pursuant to that Employment Agreement dated June 1, 1997, between
Employer and Louis C. Morgenier III.

3.3   Special Event Bonus.  In addition to the compensation specified in 
Sections 3.1 and 3.2, Employee shall also be entitled to receive from 
Employer an additional amount (the "Special Event Bonus") in the event of 
the occurrence of any "Special Event," as defined below.  "Special Event" 
means the sale by Employer of a network of multi-disciplinary primary care 
clinics or any group of such networks.  Upon the occurrence of any Special 
Event, Employee shall receive a Special Event Bonus equal to twenty 
percent (20%) of the gross proceeds of the Special event, which shall be
payable in cash, except that Employer may, in its discretion, pay up to
40% (40%) of any Special event Bonus in the Class A Common Stock of the
Parent, which shall be valued for the purposes of such payment at the
average bid price of such stock in the market over the ten business days
immediately preceding the date of the Special Event.  The Special Event
Bonus payable with respect to any Special Event shall be paid within
ninety (90) days after the occurrence of the Special event, except that any
portion of the Special Event Bonus based upon any amounts received by 
Employer on a deferred basis may be similarly deferred by Employer, provided
that such deferred payments shall be made no alter than ninety (90) days
after the receipt by Employer of such deferred consideration.   In the
event that any Special event involves the receipt by the Company of
consideration other than cash, the Special event Bonus shall be calculated
based upon the fair market value of the consideration received, as
determined by the board of directors of Employer.


3.4   Incentive Stock Options.  Simultaneously with the execution of this
Agreement, Employer shall grant to Employee an incentive stock option to
purchase up to ten thousand (10,000) shares of the common stock of Employer 
on such terms and conditions as shall be approved by Employer's Board of 
Directors.

3.5   Securities Law Compliance.  Employee recognizes that the stock options
provided for in Section 3.4, above, any shares of the common stock of the
Company issuable thereunder and any shares of the Class A Common Stock of 
the Parent issued pursuant to Section 3.3, above, will be granted or issued 
to Employee without registration under the Securities Act of 1933 (the "Act") 
or any qualification under any applicable state "blue sky laws" and are 
subject to significant restrictions upon resale.  Employee recognizes that 
the stock option agreement to be entered into by the parties pursuant to 
Section 3.4 and all certificates representing securities issued to Employee 
pursuant to such options or pursuant to Section 3.3 shall bear legends 
reflecting the restrictions upon transferability of such securities resulting
from applicable securities laws.  As a condition to his receipt of any such
securities, Employee shall execute a letter of ivnestment intent in a form
reasonably satisfactory to Employer.

3.6   Other Benefits.  During the period of his employment hereunder, 
Employee shall also be entitled to receive all other benefits of employment 
which are, and which may be in the future, generally available to members 
of Employer's management, and, specifically, an allowance for the use of 
an automobile as provided from time to time by action of the Board of 
Directors of Employer, as well as, without limitation, group health and 
life insurance benefits, participation in any company pension plan, and 
paid vacation consistent with the vacation policies of Employer.  The 
above notwithstanding, in view of the benefits expressly granted to
Employee hereunder, Employee shall not be entitled to participate in
any benefit plans of Employer or any of its affilitates which provide for 
cash bonuses, stock bonuses, stock options or similar cash or equity
incentives. 

3.7   Expenses.  Employer, in accordance with the rules and regulations that
Employer may issue and revise from time to time, shall reimburse Employee for
business expenses directly and reasonably incurred in the performance of his
duties.

ARTICLE IV

TERMINATION

This Agreement shall terminate prior to the expiration of its Term upon the
occurrence of any one of the following events:

4.1   Disability.  In the event that Employee is unable fully to perform 
his duties and responsibilities hereunder to the full extent required by 
the Board of Directors of Employer by reason of illness, injury or 
incapacity for ninety (90) consecutive calendar days, during which time 
Employee shall continue to be compensated as provided in Sections 3.1 
hereof (but not Section 3.2 or Section 3.3), this Agreement may be 
terminated by Employer, and Employer shall have no further liability or 
obligation to Employee for compensation  hereunder; provided, however, 
that Employee will be entitled to receive the payments prescribed under 
any disability benefits plan in which Employee was participating, and 
Employee shall continue to be bound by Article V.  In the event of any 
dispute between Employer and Employee under this Section 4.1 as to
whether Employee's employment may be terminated under this Section, 
Employee shall submit to a physical examination by a licensed physician 
selected by Employer, and the determination of such physician shall be
binding on the parties.

4.2  Death.  In the event that Employee dies during the Term, Employer 
shall pay to his executors, legal representatives or administrators an 
amount equal to the installment of Employee's compensation set forth 
in Sections 3.1, 3.2 and 3.3 hereof for the month in which Employee dies, 
and thereafter Employer shall have no further liability or obligation 
hereunder to Employee's executors, legal representatives, administrators, 
heirs or assigns or any other person claiming under or through Employee; 
provided, however, that Employee's executors, legal representatives and 
administrators will be entitled to receive and disburse to the proper 
persons the payments prescribed under any death or disability benefits 
plan in which Employee was participating.

4.3  Cause.  Nothing in this Agreement shall be construed to prevent the
termination of this Agreement by Employer for "cause."  For purposes of this
Agreement, "cause" shall mean (i) Employee's failure to perform or observe
(other than by reason of illness, injury or incapacity) any of the terms or
provisions of this Agreement, including the failure of Employee to follow the
directions of the Board of Directors of Employer or the Chairman of Employer,
(ii) dishonesty, misconduct or action on the part of Employee that is or is
reasonably likely to be materially damaging or detrimental to the business of
the Employer, (iii) conviction of a felony, or of any misdemeanor involving
moral turpitude, (iv) insobriety or drug addiction that is materially 
affecting or is likely materially to affect Employee's ability to perform 
the services required of him hereunder, or (v) misappropriation of funds.  
Subject to applicable cure periods as set out in the next sentence, 
Employee's employment may be terminated for cause at any time.  Prior to
terminating this Agreement on account of a cause described in clause 
(i) above (but not for any of the other enumerated "causes"), Employer 
shall give Employee thirty (30) days' written notice and an opportunity to 
cure such failure to the satisfaction of Employer.  Upon termination for 
cause, Employer shall pay to Employee all sums due to Employee through 
the date of such termination.  Following a termination for cause and 
payment of the amounts required under this Section, Employer shall have 
no further duty or obligation to Employee; provided, however, that 
Employee shall continue to be bound by Article V.

4.4  Termination Upon Lack of Positive Cash Flow.  Employee and Employer 
recognize that Employer is embarking on a business venture with 
significant risks of business failure.  If, after the first twelve (12) 
months of the Term, Employer has not achieved positive cash flow, 
as defined below, Employee's employment hereunder shall terminate 
on June 1, 1998, and Employer shall pay to Employee all sums due to 
Employee through such date.  Following such a termination and payment 
of the amounts required under this section, Employer shall have no 
further duty or obligation to Employee; provided, however, that Employee 
shall continue to be bound by Article V.  Employer shall be deemed not
to have achieved positive cash flow after the first twelve (12) months 
of the Term if Employer fails to generate cash collections in excess of cash
disbursements during each of the months of April and May of 1998.  

4.5  Termination Without Cause.  Employer may terminate Employee's employment
hereunder pursuant to this Section 4.5 at any time upon thirty (30) days' 
prior written notice of termination; provided that Employer shall pay to 
Employee all sums due to Employee hereunder through the date of 
termination and, in addition, severance compensation in the amount of 
$150,000.  Following such a termination and the payment of the amounts 
required under this section, Employer shall have no further duty or 
obligation to Employee; provided, however, that Employee shall continue 
to be bound by Article V.

4.6  Initial Public Offering.  In the event Employer effects an underwritten
public offering of its securities pursuant to a registration statement filed
under the Act (a "Public Offering"), the stock options provided for in Section
3.4, above, shall, by their terms, become immediately exercisable by 
Employee, subject to any further terms and conditions contained in the 
agreements embodying such incentive stock options or in the stock option 
plan pursuant to which they are granted.  This Agreement shall continue in
full force and effect notwithstanding any such Public Offering and, to 
the extent deemed appropriate by Employer's Board of Directors, Employee 
shall be granted such further stock options and benefits as are 
appropriate to reflect the status of Employee as an Employee of a public 
company.

4.7  Change in Control.  Upon the occurrence of a "Change in Control" of 
Employer, as defined below, Employee shall be entitled to terminate his 
employment hereunder, whereupon Employer shall be obligated to pay to 
Employee a lump sum equal to $150,000 together with any and all other 
sums due Employee hereunder through the date of the termination.  
Following such a termination and payment of the amounts required under 
this section, Employer shall have no further duty or obligation to 
Employee; provided, however, that Employee shall continue to be bound 
by Article V.  The term "Change in Control" shall mean the occurrence 
at any time during the term of the Agreement of any of the following events:
(i) Employer is merged, consolidated or reorganized into or with another 
corporation or other legal person and as a result of such merger,
consolidation or reorganization less than fifty-one percent (51%) of the
combined voting power of the then-outstanding securities of such 
corporation or persons immediately after such transaction are held in the
aggregate by holders of voting securities of Employer immediately prior 
to such transaction; (ii)  Employer sells all or substantially all of 
its assets to any other corporation or other legal person less than 
fifty-one percent (51%) of the combined voting power of the then-
outstanding voting securities of which are held in the aggregate by 
holders of the voting securities of Employer immediately prior to 
such sale; or (iii) More than fifty percent (50%) of the voting 
securities of Employer are held by persons other than Parent, Employee
and Morgenier; provided, however, that no Public Offering shall be
deemed to be a Change in Control, no transaction provided for in items (i)
through (iii), above, which occurs after a Public Offering shall be deemed to
be a Change in Control, and the provisions of this Section 4.7 shall 
terminate upon a Public Offering.

ARTICLE V

PROPERTY RIGHTS

5.1   Non-Competition.  During the Term and for a twelve month period 
following the termination of his employment under this Agreement, 
Employee shall not, directly or indirectly, either as an employee, 
employer, consultant, agent, lender, principal, partner, stockholder, 
corporate officer, director, or in any other individual or 
representative capacity, engage or participate in the health care 
business or any business that is in competition with the business of
Employer in any state in which Employer has established a commercial
relationship, except as approved in writing by Employer.  For the 
purposes of this Section 5.1, the business of Employer shall include 
any business in which Employer has engaged or has taken substantial 
steps to enter as of the date of the termination of Employee's 
employment hereunder.

5.2   Solicitation.  For a twelve month period following the termination 
of his employment under this Agreement, Employee shall not, directly or 
indirectly, call on or solicit, any person, firm, corporation or other 
entity who or which during the Term was or had been a customer, referral 
source, supplier, or employee of the Employer.

5.3   Confidential Information.  Employee will not, during the Term of 
or after the termination of his employment under this Agreement, 
disclose any confidential information of Employer to any person or 
entity for any reason whatsoever, nor shall Employee make use of any 
such confidential information for his own purposes or for the benefit 
of any person or entity (except Employer) under any circumstances 
during the Term, or after the termination, of this Agreement.  Employee 
agrees that, upon termination of his employment under this
Agreement or on demand of Employer, he shall immediately deliver any such
printed or written material and copies thereof  to Employer.

5.4   Reasonableness of Restrictions.  Employee agrees that (a) the 
covenants contained in Sections 5.1, 5.2 and 5.3 hereof are necessary 
for the protection of Employer's business goodwill and trade secrets, 
(b) a portion of the compensation paid to Employee under this Agreement 
is paid in consideration of the covenants herein contained, the 
sufficiency of which consideration is hereby acknowledged, (c) Employee 
is not, and under this Agreement, will not be engaged in a common calling, 
and (d) if the scope of any restriction contained in Sections 5.1, 5.2, 
or 5.3 is too broad to permit enforcement of such restriction to its 
full extent, then such restriction shall be enforced to the maximum
extent permitted by law, and the parties hereto hereby consent that 
such scope may be judicially modified accordingly in any proceeding 
brought to enforce such restriction.  The existence of any claim or 
cause of action of Employee against Employer, whether predicated on 
this Agreement or otherwise, shall not constitute a defense to the 
enforcement by Employer of these covenants.

5.5   Enforcement.  Employee acknowledges that the restrictions 
contained in Sections 5.1, 5.2, and 5.3 hereof are reasonable and 
necessary to protect the legitimate interests of Employer and its 
affiliates, that Employer would not have entered into this Agreement 
in the absence of such restrictions, and that any violation of any 
provision of those Sections will result in irreparable injury to Employer.
Employee also acknowledges that Employer shall be entitled to preliminary 
and permanent injunctive relief, without the necessity of proving
actual damages, as well as an equitable accounting of all earnings, 
profits and other benefits arising from any such violation, which 
rights shall be cumulative and in addition to any other rights or 
remedies to which Employer may be entitled.

5.6   Copy of Covenants.  Until the expiration of the applicable 
restrictions, Employee will provide, and Employer similarly may provide, 
a copy of the covenants contained in Sections 5.1, 5.2 and 5.3 of this 
Agreement to any business or enterprise which Employee may directly or 
indirectly own, manage, operate, finance, join, control or participate 
in the ownership, management, operation, financing, or control of, or 
serve as an officer, director, employee, partner, principal, agent, 
representative, consultant, lender or otherwise, or with which he may 
use his name or permit his name to be used.

ARTICLE VI

GENERAL PROVISIONS

6.1  Arbitration.  If a dispute or claim shall arise with respect to any 
of the terms or provisions of this Agreement, or with respect to the 
performance of either of the parties under this Agreement, either party 
may require that the dispute be submitted for arbitration under the 
Commercial Arbitration Rules of the American Arbitration Association.  
Each party shall bear one-half (1/2) of the cost of any such proceedings, 
including the payment of the arbitrator's fees.  The arbitration shall 
be conducted before a single arbitrator in Palm Beach County, Florida.  
The written decision of the arbitrator shall be binding and conclusive 
upon the parties.  Judgment may be entered upon any such award in
any court having jurisdiction thereof.

6.2  Notices.  Any notices to be given hereunder by either party to the 
other may be effected either by personal delivery in writing or by mail, 
registered or certified, postage prepaid with return receipt requested:  

If to Employer:

Primary Care Medical Centers of America, Inc.
125 Worth Avenue, Suite 314
Palm Beach, Florida 33480

with a copy to:

Bronson, Bronson & McKinnon LLP
505 Montgomery Street
San Francisco, California 94111-2514
Attention:  Richard P. Walker, Esq.

If to Employee:

Craig T. Cuden
404 Sabal Palm Lane
Palm Beach Gardens, Florida 33418

Mailed notices shall be addressed to the parties at the addresses set forth
above, but each party may change his address by written notice in accordance
with this Section 6.2.  Notices delivered personally shall be deemed
communicated as of the date of actual receipt; mailed notices shall be deemed
communicated as of ten (10) days after mailing.

6.3   Entire Agreement.  This Agreement supersedes any and all other 
agreements, either oral or in writing, between the parties hereto with 
respect to the employment of Employee by Employer, and contains all of 
the covenants and agreements between the parties with respect to such 
employment.

6.4   Headings.  The headings or titles to sections in this Agreement are
intended solely for convenience, and no provision of this Agreement is to be
construed by reference to the heading of title of any section.

6.5   Certain Acknowledgments.  Employee by his execution and delivery of 
this Agreement represents to Employer as follows:

1.   That Employee has been advised by Employer to have this Agreement 
reviewed by an attorney representing Employee, and Employee has either 
had this Agreement reviewed by an attorney or has chosen not to have 
this Agreement reviewed because Employee, after reading the entire 
Agreement, fully and completely understands each provision and has 
determined not to obtain the services of an attorney.

2.   Employee either on his own or with the assistance and advice of his
attorney has in particular reviewed Article V and understands and accepts 
that the restrictions imposed on Employee by Article V are reasonable 
and necessary for the protection of the property rights of Employer.

6.6   Amendment or Modification; Waiver.  No provision of this Agreement 
may be amended, modified or waived unless such amendment, modification 
or waiver is authorized by the Board of Directors of Employer and is 
agreed to in writing, signed by Employee and by an officer of Employer 
(other than Employee) thereunto duly authorized.  Except as otherwise 
specifically provided in this Agreement, no waiver by either party of 
any breach by the other party of any provision of this Agreement shall 
be deemed a waiver of a similar or dissimilar provision at the same or 
at any prior or subsequent time; nor shall the receipt or acceptance
of Employee's continuing services be deemed a waiver of any provision hereof.

6.7  Assignability.  Employee shall not assign, pledge or encumber any 
interest in this Agreement or any part thereof without the express 
written consent of Employer, this Agreement being personal to Employee.  
This Agreement shall not be assignable by Employer without the written 
consent of Employee, except that Employer may assign this Agreement 
without obtaining Employee's consent either to the Staffing Subsidiary 
or to the successor to Employer resulting from any transaction in which 
Employer shall merge or consolidate with or into, or transfer 
substantially all of its assets to, another person or entity.

6.8  Governing Law.  This Agreement shall in all respects be interpreted,
construed and governed by and in accordance with the internal substantive law of
the State of Florida.

6.9  Severability.  Each provision of this Agreement constitutes a 
separate and distinct undertaking, covenant and/or provision.  In the 
event that any provision shall be determined to be unlawful, such 
provision shall be deemed severed from this Agreement, but every other 
provision shall remain in full force and effect, and in substitution 
for any such provision held unlawful, there shall be substituted a 
provision of similar import reflecting the original intent of the 
parties to the extent permissible under law.

EXECUTED as of the day and year first above written.

EMPLOYER:
PRIMARY CARE MEDICAL CENTERS
OF AMERICA, INC.

By:  
Name:     
Title:    


EMPLOYEE:
     
Craig T. Cuden