EMPLOYMENT AGREEMENT

Exhibit 10.2

EMPLOYMENT AGREEMENT

         This employment agreement (this "Agreement") dated as of February 12, 2009 (the "Effective Date"), is made by and between NXT Nutritionals Holdings, Inc., a Delaware corporation (the "Company") and David Briones (the “Executive”) (collectively, the “Parties”).

WHEREAS, the Company is a publicly traded company whose shares are quoted on the OTC Bulletin Board;

WHEREAS, the Executive will have the duties and responsibilities as described in Section 1 of the Agreement during the period when the Executive is the Chief Financial Officer of the Company; and

WHEREAS, the Parties wish to establish the terms of the Executive’s employment with the Company;

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.   EMPLOYMENT AND TERM.

(a)   Employment . During the Employment Term, the Executive shall serve as the Chief Financial Officer of the Company. In this capacity the Executive shall be responsible to lead and manage all of the operations of the Company that are related to finance and capital market, including, but is not limited to, providing expertise in making financial plan and strategy, and working with the Company’s U.S. legal counsel and auditors to implement, monitor and oversee the Company’s compliance with the requirements of the Sarbanes-Oxley Act, Securities Act of the 1933, Exchange Act of the 1934, and the listing rules of the OTC Bulletin Board and to advise the Board of the Directors with respect to the Company’s internal controls and procedures, including disclosure controls and procedures.

 During the Employment Term, the Executive shall report directly to the Chief Executive Officer and the Board of Directors of the Company. The Executive shall obey the lawful directions of the Chief Executive Officer and the Board of Directors to whom the Executive reports and shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof.

The Executive hereby accepts such employment and agrees to devote sufficient time, attention and energies during regular business hours to effectively perform his duties and obligations hereunder.

Employment Term . The employment of the Executive under this Agreement shall commence the date hereof and shall expire on February 12, 2011 (the “Employment Term”)

2.   COMPENSATION.

(a)   Base Salary. The Executive hereby agrees to waive his right to receive any base salary from the Company in connection with his performance of duties provided in Section 1(a) of this Agreement in lieu of the consideration provided pursuant to the Consulting Agreement, as described below.

(b)   Consulting Services and Fees.   Subject to the terms and conditions of the consulting agreement entered into by and between Bartolomei Pucciarelli, LLC (“Bartolomei”) and NXT Nutritionals, Inc (the “Consulting Agreement”), the Company hereby acknowledges that it shall retain Bartolomei, an accounting and consulting firm where David Briones works as a senior consultant, to provide consulting services and shall pay Bartolomei compensation for such services rendered by the Executive and Bartolomei in the amount as provided in the Consulting Agreement. The termination of the consulting services shall be subject to the terms and conditions of the Consulting Agreement or such other agreements the Company and Bartolomei will enter into hereafter, and shall not be terminated upon any event of Early Termination as provided in Section 4 herein.

3.   EMPLOYEE BENEFITS.

(a)   Benefit Plans.   The Executive shall be eligible to participate in any employee benefit plan of the Company, including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to the benefit of its senior executives, at a level commensurate with his positions, subject to satisfying the applicable eligibility requirements. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit plan, program or arrangement for any reason in its sole discretion.

(b)   Business and Entertainment Expenses. Upon presentation of appropriate documentation, the Executive shall be reimbursed for all reasonable and necessary business and entertainment expenses incurred in connection with the performance of his duties hereunder, all in accordance with the Company's expense reimbursement policy applicable to senior executives from time to time in effect.

4.   EARLY TERMINATION.   The Executive's employment and the Employment Term shall terminate on the first of the following to occur:

(a)   Disability.   The thirtieth (30 ^th ) day following a written notice of termination by the Company to the Executive due to Disability. For purposes of this Agreement, "Disability" shall mean a determination  by the Company in accordance with applicable law that due to a physical or mental injury, infirmity or incapacity, the Executive is unable to perform the

essential functions of his job with or without accommodation for 180 days (whether or not consecutive) during any 12-month period.

(b)   Death.   Automatically on the date of death of the Executive.

(c)   Cause.   Immediately upon written notice of termination by the Company to the Executive for Cause. "Cause" shall mean, as determined by the Board (or its designee) (1) conduct by the Executive in connection with his employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (2) the willful misconduct of the Executive; (3) the willful and continued failure of the Executive to perform the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness); (4) the commission by the Executive of any felony or any crime involving moral turpitude; (5) violation of any material policy of the Company or any material provision of the Company's code of conduct, employee handbook or similar documents; or (6) any material breach by the Executive of any provision of this Agreement or any other written agreement entered into by the Executive with the Company.

(d)   Without Cause.   On the sixtieth (60th) day following written notice by either Party to the other Party without Cause, other than for death or Disability of the Executive.  The Company may also terminate this Agreement for cause at any time in the event of the failure of the Executive to perform duties assigned by the Company in a correct, timely and expeditious manner or in the event of material violation by the Executive of any term or condition of this Agreement.

5.   CONSEQUENCES OF TERMINATION.

(a)   Disability.   Upon termination of the Employment Term because of the Executive's Disability, the Company shall pay or provide to the Executive (1) any unpaid bonus accrued through the date of termination; (2) reimbursement for any unreimbursed expenses properly incurred through the date of termination; and (3) all other payments or benefits to which the Executive may be entitled under the terms of any applicable employee benefit plan, program or arrangement (collectively, "Accrued Benefits").

(b)   Death.   Upon the termination of the Employment Term because of the Executive's death, the Executive's estate shall be entitled to any Accrued Benefits.

(c)   Termination for Cause. Upon the termination of the Employment Term by the Company for Cause or by either party in connection with a failure to renew this Agreement, the Company shall pay to the Executive any Accrued Benefits.

(d)   Termination without Cause.   Upon the termination of the Employment Term by the Company without Cause, the Company shall pay or provide to the Executive the Accrued Benefits.

6.   NO ASSIGNMENT.   This Agreement is personal to each of the Parties.  Except as provided below, no Party may assign or delegate any rights or obligations hereunder without

first obtaining the written consent of the other Party hereto; provided , however , that the Company may assign this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company.

7.   NOTICES. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (1) on the date of delivery if delivered by hand, (2) on the date of transmission, if delivered by confirmed facsimile, (3) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (4) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

David Briones

2564 Brunswick Pike

Lawrenceville, NJ 08648

If to the Company:

NXT Nutritionals Holdings, Inc.

With a copy (which does not constitute a notice) to:

Anslow & Jaclin, LLP

195 Route 9 South, Suite 204

Manalapan, New Jersey, 07726

Attention: Kristina Trauger, Esq.

Tel.:732-409-1212

Fax: (732) 577-1188

or to such other address as e