FIRST AMENDMENT TO EMPLOYMENT LETTER

EXHIBIT 10.2

FIRST AMENDMENT TO EMPLOYMENT LETTER

     THIS FIRST AMENDMENT TO EMPLOYMENT LETTER (the “Amendment”) is made effective as of the 15^th day of February, 2008, by and between ▇▇▇▇ Industries, Inc., a California Corporation (“▇▇▇▇”), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the “Executive”).

W I T N E S S E T H :

     WHEREAS, the Executive and ▇▇▇▇ entered into an employment letter effective as January 5, 2007 (the “Employment Letter”);

     WHEREAS, ▇▇▇▇ and the Executive desire to modify the terms of the Executive’s employment under the Employment Letter.

     NOW THEREFORE, the parties hereby covenant and agree as follows:

	1.		Effective Date. This Amendment shall become effective on the date hereof.
	2.		Position. The section of the Employment Letter titled “Position” is hereby amended and restated as follows:

     “Position: President and Chief Financial Officer”

3.

Base Annual Salary. The section of the Employment Letter titled “Base Annual Salary” is hereby amended and restated as follows:

     “Base Annual Salary: $275,000, subject to applicable withholdings. ▇▇▇▇ issues paychecks bi-weekly.”

     IN WITNESS WHEREOF, this Amendment to Employment Letter is executed as of the day and year first written above.

Executive

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ Industries, Inc.
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer