RECITALS

                                                                  EXHIBIT 10.2.1


                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment to Employment Agreement is made and entered effective May
14, 1999, by and between XXXXXXX X. XXXX ("Employee") and OPTICAL SECURITY
GROUP, INC. (the "Company").

                                    RECITALS

     A. The parties entered into an Employment Agreement effective April 1,
1996, and an Amendment to Employment Agreement effective March 31,1998
(collectively the "Employment Agreement").

     B. The parties wish to amend the Employment Agreement under the terms of
this Amendment.

     THEREFORE, in consideration of the Recitals, the mutual considerations
described below, and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties, intending to be bound, agree
as follows:

     1.   Paragraph 3-6 of the Employment Agreement is deleted in its entirety.

     2.   Paragraph 3-5 of the Employment Agreement is deleted in its entirety
and replaced with the following:

               Bonus. Employee shall be entitled to annual bonuses in such
               -----
          amounts as may be determined by the Board of Directors. In addition,
          Employee shall be entitled to receive a stock bonus of 500,000 shares
          of the Company's common stock immediately prior to closing any of the
          following transactions which occur on or before March 31, 2006: (a)
          the merger, consolidation, or share-for-share exchange with another
          company in which the Company is not the surviving entity, or (b) the
          sale of all or substantially all of the Company's assets in one
          transaction or a series of connected transactions. The provisions of
          this paragraph shall survive termination or expiration of this
          Agreement.

     3.   In all other respects, the Employment Agreement shall remain in full
force and effect, unmodified, and enforceable in accordance with its terms.

     IN WITNESS WHEREOF, the parties have executed this Agreement effective May
14, 1999.


OPTICAL SECURITY GROUP, INC.


By: /s/ Xxxx X. Xxxxxxx                           /s/ Xxxxxxx X. Xxxx
   --------------------------------              -------------------------------
   Xxxx X. Xxxxxxx, President                    Xxxxxxx X. Xxxx
   and Chief Operating Officer