1 EXHIBIT 10.2 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT This First Amendment to the Employment Agreement is made on this 25th day of February 1998, by and between Electronic Designs, Inc., a Delaware corporation with its principal place of business...

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EXHIBIT 10.2

                   FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT

     This First Amendment to the Employment Agreement is made on this 25th day
of February 1998, by and between Electronic Designs, Inc., a Delaware
corporation with its principal place of business in Westborough, Massachusetts
(the "Company"), and Xxxxxx X. XxXxxxxxxx of 00 Xxxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxxxxxx (the "Employee").

     The Company and Employee are parties to an Employment Agreement, dated
October 10, 1995 (the "Employment Agreement"). The parties wish to amend the
Employment Agreement in accordance with the provisions hereof. The purposes of
this First Amendment are the same as the purposes set forth in the Employment
Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
hereinafter set forth, it is agreed:

     1.   The first two sentences of Section 4(e) of the Employment Agreement
shall be and hereby are deleted in their entirety and are replaced by the
following two sentences:

          "Upon the termination of Employee's employment hereunder on, or at any
          time after, the Initial Termination Date, whether such termination is
          at the election of the Company or the Employee, the Company shall
          continue to pay and provide to Employee for a period of eighteen (18)
          months (the "Extended Payment Period") Employee's Base Salary and
          Employee's fringe benefits. During the Extended Payment Period,
          Employee shall serve as a consultant to the Company."

     2.   Except for the foregoing amendment, the Employment Agreement shall
continue in full force and effect as originally executed and the Employment
Agreement as amended hereby is hereby ratified and affirmed.

     IN WITNESS WHEREOF, this First Amendment to the Employment Agreement has
been executed by the Company by its duly authorized officer and by the Employee
as of the date first above written.

WITNESS:                           ELECTRONIC DESIGNS, INC.

                                   By:
------------------------              ---------------------------
                                   Name:
                                   Title:

                                   By:
------------------------              ---------------------------
                                   Name: Xxxxxx X. XxXxxxxxxx
                                   Title:  Chairman and Chief Executive Officer