Exhibit 10.2

                             ANNUAL REVIEW AGREEMENT

THIS ANNUAL REVIEW  AGREEMENT (the  "Agreement") is entered into on December 19,
2005 by and between  Michael H. Braun (the  "Employee") and 21st Century Holding
Company, a Florida corporation (the "Company").

The Company agrees to review the  Employee's  performance on an annual basis and
based on the conclusions of such review and the Company's  overall  performance,
the  Employee  may be entitled to a salary  increase of up to five  percent (5%)
over the previous year.

This  agreement  shall be binding  upon and inure to the benefit of the parties,
their successors, assigns, and personal representatives.

IN WITNESS WHEREOF, this Agreement has been duly signed by the parties hereto on
the day and year first above written.


                                        21ST CENTURY HOLDING COMPANY


                                        By: /s/  Edward J. Lawson
                                           -------------------------------------
                                        Name:    Edward J. Lawson
                                             -----------------------------------
                                        Title:   President & CEO
                                              ----------------------------------


                                           /s/  Michael H. Braun
                                        ----------------------------------------
                                                Michael H. Braun, EMPLOYEE



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