EXHIBIT 10.3

                     CORPORATE OFFICER EMPLOYMENT AGREEMENT

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THIS EMPLOYMENT AGREEMENT is made between SARATOGA  INTERNATIONAL HOLDINGS CORP.
as Employer  and  PATRICK F.  CHARLES,  as an officer of SARATOGA  INTERNATIONAL
HOLDINGS  CORP.,  effective  October 1, 1999.  The terms and  conditions of this
Agreement are stated below.

I.  EMPLOYMENT PROVISION.

     1)   Employment  Positions;  Responsibility,  Duties  and  Authority.  This
          Corporate  Officer  Employment  Agreement  is made  and  entered  into
          between SARATOGA  INTERNATIONAL HOLDINGS CORP. a corporation organized
          under  the laws of the State of  Nevada,  hereinafter  referred  to as
          "Corporation"  or  "Employer"  and PATRICK F.  CHARLES,  President and
          Chief Executive Officer of the Corporation, hereinafter referred to as
          "Charles" or "Employee"  The  Corporation  and Charles each agree that
          the  Corporation  shall  employ  Charles  as the  President  and Chief
          Executive Officer and Charles shall perform the  responsibilities  and
          duties of, and shall have the full  authority of the officer  position
          of President and Chief  Executive  Officer of the  Corporation for the
          term stated in Section II. of this Agreement, unless sooner terminated
          pursuant to the provisions of Section VIII. of this Agreement.

     2)   Responsibilities,  Duties and Authority of Charles. Charles shall have
          such responsibilities and duties and authority as determined from time
          to time by the Board of Directors of the  Corporation,  as provided in
          the corporate bylaws.

II.  TERM OF THIS AGREEMENT

     This Agreement  shall have a term of three (3) years  beginning  October 1,
     1999, and shall end September 30, 2002, unless sooner  terminated  pursuant
     to the provisions of Section VIII. of this Agreement.

III. ALLOCATION OF TIME

     Charles  shall  devote as much time,  in his  judgement,  as  necessary  to
     perform his duties and  responsibilities  described in Section I(2) of this
     Agreement.  Charles may engage for his own  account,  or for the account of
     others,  in other business  ventures for which the Corporation shall not be
     entitled to any interest.

IV.  COMPENSATION.

     1)   Basic  Salary.  As  consideration  for all  services to be rendered by
          Charles to the Corporation, Charles shall be paid the following listed
          annual salary amounts per year as follows:

               First Year   --  10/01/99 - 09/30/00  --  $150,000.00
               Second  Year --  10/01/00 - 09/30/01  --  $175,000.00
               Third Year   --  10/01/01 - 09/30/02  --  $200,000.00

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     2)   Regular  Annual  Bonuses.  Each year  Charles  shall be entitled to an
          annual bonus based on cash flow from operations of the Corporation and
          its  subsidiaries  at the end of each fiscal year before  deduction of
          corporate income taxes as determined by Generally Accepted  Accounting
          Principles  ("GAAP")  for the fiscal  years  ending  October 31, 2000,
          October  31,  2001 and  October  31,  2002 even  though  the bonus due
          October  31,  2002  shall  come one  month  after  expiration  of this
          Agreement. The bonus shall be calculated as follows:

                                           Bonus % Applicable
                    Pre-Tax Operating       To Each Layer or
                        Cash Flow            Portion Thereof

                     First $250,000               5%
                      Next $250,000               4%
                      Next $250,000               3%
                      Next $250,000               2%
                 Amounts over $1 million          1%

          In the event this  Agreement is  terminated as provided for in Section
          VIII of this Agreement  "Termination of Charles' Employment",  Charles
          shall be entitled to a bonus  through the  Effective  Date of Charles'
          Employment  Termination  as  defined  in  Section  VIII  (3)  of  this
          Agreement.  Such  "Termination  Bonus" shall be calculated on the same
          basis as outlined in Section IV (2) of this Agreement and shall be due
          and payable on the Effective Date of Charles'  Employment  Termination
          as set forth in Section VIII (3) of this Agreement.

     3)   Payments of Salary and Bonuses.

          A.   Salary. The annual salary provided for in Section IV (1) shall be
               due and payable in monthly installments by the Corporation at the
               beginning of each month on the first  business day of each month,
               which  shall be  established  by this  Agreement  as the  regular
               payday.

          B.   Bonus.  The annual bonus  provided for in Section  IV(2) shall be
               due and owing as of the last day of the Corporate fiscal year and
               shall be payable within forty-five (45) days from the last day of
               the corporate fiscal year.

          C.   Accruals of Unpaid Salary and Bonuses--When Paid.

               (1)  Salaries.  In the event the  Corporation's  cash position is
                    insufficient  to pay salary and bonuses  when due under this
                    Agreement,  any salary  payments and bonus payments not paid
                    by the Corporation when due shall accrue as a corporate debt
                    payable to Charles, and shall be paid as soon as possible by
                    the  Corporation  and in any event,  accrued salary shall be
                    paid to the fullest  extent  possible  whenever a payroll is
                    disbursed to other employees of the Corporation.

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               (2)  Bonuses.  Any  bonus  not paid  when due  shall  accrue as a
                    corporate  debt  payable to Charles and shall be paid to the
                    fullest extent  possible  whenever any bonus is disbursed to
                    other employees of the Corporation.

               (3)  Deductions  From  Compensation.  Corporation  shall have the
                    right and  responsibility  to deduct all federal,  state and
                    local  government  taxes  and  other  charges  as are now in
                    effect,  if any,  or  which  may  hereafter  be  enacted  or
                    required by applicable  government laws and regulations,  if
                    any,  required as deductions from compensation of Charles as
                    an employee.

               (4)  Stock  as  Payment.   Charles  may  elect  in  his  absolute
                    discretion,  to receive common shares of the  Corporation in
                    payment of salary  amounts,  in excess of $10,000 each month
                    and/or for any salary  payments and bonus  payments not paid
                    by the Corporation  when due and accrued as a corporate debt
                    payable to Charles as  described in Section IV (3) C (1) and
                    (2) of this Agreement. The value of any shares issued by the
                    Corporation  under this provision of this Agreement shall be
                    based on the  closing  bid  price of the  common  shares  as
                    reported  on  the  OTC  Bulletin   Board  on  the  date  the
                    Corporation  receives notice from Charles.  In the event the
                    Corporation  issues  restricted  shares under this provision
                    such  published  per share trade  price shall be  discounted
                    forty percent (40%).

               (5)  Past  Due  unpaid  Salary  and  Bonuses.   Charles  and  the
                    Corporation  agree to negotiate in good faith  settlement of
                    any  accrued  unpaid  salary  and  bonuses  provided  for in
                    Section IV (3) C (1) and (2) of this Agreement.  Charles and
                    the  Corporation  further  agree  that any  salary and bonus
                    payments due and unpaid which remain  unpaid for a period of
                    120 days  from the date  such  payment  was due,  without  a
                    settlement   mutually   agreeable  to  the  parties,   shall
                    constitute a breach of this Agreement. Remedies available in
                    the  event of  Breach  of this  Agreement  are set  forth in
                    Section XIII of this Agreement.

V.   EMPLOYMENT BENEFITS IN ADDITION TO COMPENSATION.

     1)  Participation In Existing Company Benefit Programs.

          A.   Medical and Health Care Benefit Program. Charles, as an executive
               employee  shall be  entitled  to receive  and shall  receive  all
               medical  and health  care  benefits  provided  by Employer to its
               executive  employees.  Such  benefits  shall  be paid  for by the
               Employer for Charles and for Charles's dependents, if any, on the
               terms and  provisions  provided  in the  medical  and health care
               benefit plan;  however,  if for any reason Charles cannot qualify
               for the  current  medical  and  health  care  benefits  or if the
               Corporation  has no such plan,  then Charles shall be entitled to
               obtain  medical and health care  benefits  coverage from whatever
               source  is  available  and the  Employer  shall  pay the  premium
               charges for that  coverage as an executive  employee  benefit for
               Charles.

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          B.   Life Insurance.  The  corporation  shall provide and pay for life
               insurance on the life of Charles in the amount of $1 million. The
               beneficiary shall be Charles' estate,  unless otherwise  directed
               by Charles in writing at any time prior to his death.

          C.   Vacation and Holiday Benefits.  Charles shall be entitled to have
               a paid vacation for forty-five (45) days each calendar year; plus
               all paid  holidays  observed by the  Employer.  Charles shall use
               reasonable  care in  scheduling  the  vacation  time so as to not
               interfere  unreasonably  with Employer's  business,  and Charles'
               performance of his responsibilities and duties.

     2)   Stock  Options.  The  Corporation  hereby grants Charles the option to
          purchase  up to 500,000  common  shares of the  Corporation's  capital
          stock at $0.20 per share  exercisable  at any time and  expiring  five
          years from the effective date of this  Agreement.  These options shall
          not be cancelled in the event this Employment  Agreement expires or is
          otherwise  terminated.  This provision  shall survive the term of this
          Agreement.  Except as otherwise  provided herein,  these stock options
          shall  be  governed  by the  terms  and  conditions  set  forth in the
          Corporation's Stock Incentive Plan.

     3)   Membership in Social and Athletic  Club.  Charles shall be entitled to
          membership  in the  Washington  Athletic  Club  ("WAC")  or other club
          comparable to that of the WAC during the term of this  Agreement.  The
          Corporation  shall pay all regular dues.  Other charges to the account
          shall be paid to the  extent  that such  charges  relate  to  athletic
          and/or  exercise   programs   designed  to  maintain  or  improve  the
          well-being  of Charles and  expenses  such as business  meetings  etc.
          relating to Charles's performance as an officer of the Corporation.

     4)   Participation in Other Employment Benefits.  Charles shall be entitled
          to receive all other benefits and  conditions of employment  which may
          become available to all other executives of the corporation, including
          by way of  illustration,  but  not  limited  to,  any  life  insurance
          benefits,  any disability  income  continuation and any profit sharing
          and any  retirement  income  plans of any kind,  whether  qualified or
          non-qualified, whether pre-funded or not, if any are established after
          the inception date of this Agreement,  and before it expires  pursuant
          to Section II. or sooner terminated  pursuant to Section VIII. of this
          Agreement

     5)   Death Benefit.  In the event of Charles's  death at a time before this
          Agreement has expired under  Section II., or sooner  terminated  under
          Section  VIII.  of  this  Agreement,  the  Corporation  shall  pay  to
          Charles's  surviving  spouse a death  benefit  payable as the  regular
          payday  on the  same  month on the same  day  established  in  Section
          IV.3.A. in the full amount which would otherwise be paid to Charles as
          salary,  if Charles were living,  for a period of six months beginning
          with the first regular payday date after Charles's death.

VI.  EXPENSE REIMBURSEMENT AND AUTOMOBILE EXPENSE ALLOWANCE.

     1)   Expense  Reimbursement,  Generally.  Charles  will  be  reimbursed  in
          accordance  with  the  Employer's   company  policies  for  traveling,
          entertainment and any other expenses  reasonably  incurred and related
          to the performance of Charles's duties and  responsibilities on behalf
          of Employer.

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     2)   Automobile Allowance Plus Expenses. In addition, Charles shall receive
          $750.00  per month for  automobile  expense  allowance  for use of his
          automobile in business,  plus additional  reimbursement for insurance,
          servicing and operation of his automobile in business.  This allowance
          shall be reviewed each anniversary date of this Agreement for adequacy
          and shall be increased for the following year by the amount  Charles's
          expenses   exceed  the   allowance,   subject  to   approval   by  the
          Corporation's Board of Directors.

VII. DISABILITY COMPENSATION.

     1)   If Charles becomes  disabled at any time, and for any number of times,
          due to any  cause  so that he is  physically  unable  to  perform  his
          ordinary duties and  responsibilities of President and Chief Executive
          Officer, pursuant to this Agreement, for a period of thirty (30) days,
          then  Charles  shall be  entitled to  receive,  in lieu of salary,  an
          amount  equal to his salary,  payable at the same time and in the same
          manner as Charles's salary is paid provided however, that this benefit
          shall be  limited  to not more than a total of six  months  during the
          term of the  Agreement,  regardless  of the number or duration of each
          disability.

     2)   Charles'  entitlement  to disability  income  pursuant to this Section
          VII.  shall begin and end as determined  by a certificate  issued by a
          qualified M.D. or D.O. licensed by the State of Washington to practice
          in this state.  The certificate  shall state in substance that PATRICK
          F.  CHARLES was  determined  to be disabled  and unable to perform the
          ordinary  and  usual  duties  of'   President   and  CEO  of  Saratoga
          International  Holdings  Corp.  beginning  with [date] - and Charles's
          disability  continues as of this [date] . Such a certificate  shall be
          submitted every three (3) months beginning with the date of disability
          and continuing  thereafter  until Charles's  disability ends and he is
          able to  return  to work  full  time  or his  disability  compensation
          benefit has been fully used, whichever occurs first.

VIII. TERMINATION OF CHARLES' EMPLOYMENT.

     1)   Termination By The Corporation.  Charles's employment as President and
          Chief Executive Officer may be terminated by the Board of Directors of
          the  Corporation  with or without  cause,  after receipt by Charles of
          written  notice  received at least  ninety (90) days in advance of the
          employment  termination  date set by the Board of Directors,  PROVIDED
          THAT all terms and  provisions  of Section  VIII.2.,  stated below are
          met.  Such notice  ("Notice")  shall be sent pursuant to Section XII.,
          below.  The termination of Charles's  employment shall be effective as
          stated in Section VIII.3., below.

     2)   Terms  and  Provisions  of   Termination   of  Charles's   Employment.
          Regardless of the reasons or purpose of the  termination  of Charles's
          Employment,  the Corporation shall not and may not terminate Charles's
          employment as President and Chief  Executive  Officer unless and until
          the  Corporation  has fully arranged for and commenced  performance of
          the following:

          A.   Offer in writing  by the  Corporation,  approved  by the Board of
               Directors  to  purchase  all  shares of stock of the  Corporation
               directly or beneficially  owned by PATRICK F. CHARLES for cash at
               least thirty (30) days prior to the proposed  termination date of
               Charles'  employment,  at the then existing market price based on
               the  average  published  closing  trade  price  for the  five (5)
               business days prior to the date of Notice  referred to in Section
               VIII (1) above.  Charles may elect in his absolute  discretion to
               waive this  provision,  VIII 2.) A., by notifying the Corporation
               in writing.

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          B.   Payment,  in cash,  by the  Corporation  of all sums then due and
               owing,  if  any,  as  compensation,   pursuant  to  Section  IV.,
               Compensation,  and/or Section VII., Disability  Compensation,  of
               this Employment Agreement.

          C.   Payment,  in cash,  by the  Corporation  of all sums then due and
               owing,  if any,  pursuant to Section VI.,  Reimbursement,  of the
               Employment Agreement.

          D.   Payment,  in cash, by the  Corporation for buyout of Remainder of
               the  Employment  Agreement at the rate of fifty  percent (50%) of
               the regular  salary in effect under Section IV.,  above,  of this
               Agreement.

     3)   Effective Date of Charles's Employment Termination, The effective date
          of Charles's  employment  termination pursuant to Section VIII of this
          Agreement shall be the latest of the following dates:

          A.   The date of Charles's employment  termination provided for in the
               written notice of his employment termination;

          B.   The  Ninety-first  (91st)  day after  receipt  by  Charles of the
               written notice of his employment termination;

          C.   The date of  fulfillment  of all the terms and provisions of Part
               VIII. (2).,  above,  entitled Terms and Provisions of Termination
               of Charles's Employment by the Corporation.

IX.  PROPERTY RIGHTS

     1)   Intellectual  Property Rights. All rights, title and interest of every
          kind  and  nature  whatsoever,  in and to any  intellectual  property,
          including any  inventions,  patents,  trademarks,  copyrights,  films,
          scripts, ideas, creations and properties invented,  created,  written,
          developed,  furnished,  produced or disclosed by Charles in the course
          of rendering  his  services to the  Corporation  under this  Agreement
          shall,  as  between  the  parties  hereto,  be and remain the sole and
          exclusive  property of the  Corporation  for any and all  purposes and
          uses whatsoever, and Charles shall have no right, title or interest of
          any kind or nature  therein or  thereto,  or in and to any results and
          proceeds therefrom.

     2)   Return of All of the Corporation's  Property. Upon termination of this
          Agreement,  regardless of how  termination may be effected or whenever
          requested by the Corporation,  Charles shall  immediately turn over to
          the Corporation all of the Corporation's property, including all items
          used by Charles in rendering services hereunder or otherwise, that may
          be in Charles's possession or under his control.

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X.   CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.

     1)   During  Employment.  Charles agrees that during the entire term of his
          employment as an executive  officer by this  Corporation,  he will not
          disclose to any other person, partnership,  company or corporation any
          confidential   information  about  this  Corporation  or  its  related
          corporations,   or  the  business  activities  or  interests  of  this
          Corporation or its related  corporations,  including,  but not limited
          to,  the  following  which is  agreed as  between  the  parties  to be
          confidential   information:   customer  data,  customer  lists,  sales
          figures,  sales  projections,  estimates of any kind, sales proposals,
          price lists,  accounting  procedures,  any and all accounting records,
          any  technology  and  applications  of  technology,  developed  by the
          Corporation before or during his employment, EXCEPT such disclosure as
          is  for  the  benefit  of or  the  furthering  of  the  intent  of the
          Corporation,  or is expressly  disclosed as part of the performance of
          his duties  and  responsibilities  as  President  and Chief  Executive
          Officer.

     2)   Surrender  of  All   Confidential   Information   On   Termination  of
          Employment.  Charles  agrees  at the  time  his  employment  with  the
          Corporation  terminates,  to turn over to the  Corporation any and all
          confidential information which may be in his possession, including any
          and all copies thereof,  except that one copy of such  information may
          be retained in Charles'  confidential  legal files for record  keeping
          purposes only.

     3)   Following Termination of Employment. Charles agrees that following the
          termination  of his  employment  with  the  Corporation,  he will  not
          disclose any confidential information, as described in Section X.(1.),
          above,  which he obtained about the Corporation at any time or for any
          purpose.

XI.  NON-COMPETITION AFTER TERMINATION OF EMPLOYMENT.

     1)   Non-Competition Period--Duration and Geographic Scope. Charles and the
          Corporation  recognize  and  acknowledge  that  in his  employment  as
          President and Chief  Executive  Officer,  he will become familiar with
          all of the  Corporation's  products  and all of the  geographic  areas
          throughout  the  United  States  and  Canada in which the  Corporation
          already has made marketing efforts and sales of products and services,
          and he will become  knowledgeable  about present and future  marketing
          proposals  and  plans  for  those   products  and  services  in  those
          geographic  areas.  Charles agrees,  as part of the  consideration for
          this  Employment  Agreement  that Charles will not engage  directly or
          indirectly in the business of  manufacture  or sale of any products or
          services  which compete with the products or services  provided by the
          Corporation or its related  corporations for a period of two (2) years
          within the geographic limits of any state of the United States, or any
          province of Canada. The parties agree that the phrase "engage directly
          or indirectly in the business of  manufacture  or sale of any products

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          or  services  which  compete  with the  products  or  services  of the
          Corporation or its related  Corporations"  shall include any situation
          or  circumstance  in which Charles shall be owner,  partner,  officer,
          director  or  shareholder  of a  corporation,  or agent or employee or
          consultant of any business  entity  engaged or about to become engaged
          in competition with the Corporation.

       2) Injunctive  Relief From  Competition By Charles.  The parties agree
          that if Charles  were to violate  the  provisions  of Section  XI. 1.,
          above, the use by Charles of the information he learned while employed
          by the  Corporation  could  enable him to engage in  basically  unfair
          competition  with the  Corporation and its related  corporations,  and
          that such competition in violation of Section XI.(1.), above, probably
          would cause irreparable harm to the marketing and sales success of the
          Corporation  and  its  related  corporations.  Therefore,  if  Charles
          violates Section XI. (1.), above, the Corporation shall be entitled to
          obtain a temporary  restraining  order without  delay,  and proceed to
          obtain a preliminary  injunction and permanent injunction against such
          violations  by  Charles  and  any  person,  partnership,   company  or
          corporation through which or for which he acts, directly or indirectly
          to violate Section XI.(1.), above.

XII. NOTICES.

     1)   How Sent or Delivered. Any notices sent by any party which is intended
          to give written notice required by this Employment  Agreement shall be
          sent or delivered  by sender to the intended  recipient by one or more
          of the following methods:

          A.   By certified mail, return receipt requested,  postage prepaid, to
               the last known address of the intended recipient; or

          B.   By delivery personally to the intended recipient.

     2)   Effective Date of Notice.  If a written notice is sent or delivered by
          either of the above methods, then the effective date of the notice for
          purposes  of  considering  it to have been  received  by the  intended
          recipient shall be the earliest of the following:

          A.   If  by  certified  mail,  return  receipt  requested,   which  is
               delivered,  then or on the date the recipient,  or anyone signing
               for the recipient, signed the return receipt;

          B.   If by certified  mail,  return  receipt  requested,  which is not
               delivered, then on the date five business days after the date the
               notice was sent;

          C.   If by personal  delivery to the intended  recipient,  then on the
               date  the  written   notice  was  delivered   personally  to  the
               recipient.

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     3)   Proof of Delivery of Notice.

          A.   Certified Mail, Return Receipt  Requested.  If the written notice
               was sent by certified mail,  return receipt  requested,  proof of
               sending  may be shown by the U.S.  Post  Office  receipt  for the
               certified  mail,  return receipt  requested and proof of delivery
               may  be  shown  by the  signed  returned  receipt  and  proof  of
               attempted  delivery  sufficient  for  effective  date  of  notice
               without delivery may be shown by the returned  envelope with U.S.
               Post  Office  notations  showing  attempted  delivery  dates  and
               notices to the intended recipient.

          B.   Personal  Delivery.  Personal delivery of a written notice may be
               shown by a signature of the  intended  recipient on a copy of the
               notice,  together with the legend on the copy of the notice which
               will read,  "Received," with the date received noted  thereafter.
               Personal  delivery may also be shown by a sworn  statement of the
               person who  delivered  the  notice,  stating  that the notice was
               delivered to the recipient or  representative of recipient on the
               date  of  delivery,  and  attaching  a copy of the  notice,  with
               reference  in the sworn  statement  to the  attached  copy of the
               notice.

XIII. REMEDIES AVAILABLE IN EVENT OF BREACH OF AGREEMENT; VENUE.

     In the event that any party breaches this Employment  Agreement,  the other
     party shall have the right to pursue any  remedies  available  to the party
     claiming breach,  including, but not limited to damages,  injunctive relief
     and  declaratory  judgment,  which may be  available  under the laws of the
     State of Nevada.  The parties agree that any claims shall be brought in the
     appropriate  court(s)  located  in Clark  County,  Nevada,  which  may have
     jurisdiction pursuant to Nevada Law.

XIV. This   Employment   Agreement   shall  be  construed  and  interpreted  and
     enforceable pursuant to the laws of the State of Nevada.

XV.  ENTIRE AGREEMENT.

     This Employment  Agreement states the entire agreement  between the parties
     with  respect  to  the  employment  of  Charles  by the  Corporation.  This
     Agreement  cannot be modified by any oral agreement or course of conduct by
     either or both parties and any attempt at such  modification  shall be null
     and void. This Agreement may be modified only by a written  document signed
     by each party.

Effective this 1st day of October 1999.

EXECUTIVE OFFICER:

                         /s/ Patrick F. Charles
                         ------------------------
                         Patrick F. Charles

THE CORPORATION:

                         Saratoga International Holdings Corp.


                         By  /s/ Terrence K. Picken, Exec. V.P.
                             ---------------------------------

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I     certify     that    I    know     or    have     satisfactory     evidence
that Patrick Charles is  the  person  who  appeared  before me, and said
person acknowledged that he/she signed this instrument and acknowledged it to be
his/her  free  and  voluntary  act  for  the  uses  and  purposes  mentioned  in
instrument.

DATED:  November 24, 1999
        -----------------
                              /s/ Corinne J. Weber
                              ------------------------------
                              Corinne J. Weber - Notary Public
                              My commission expires: 6/16/03

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                     CORPORATE OFFICER EMPLOYMENT AGREEMENT

        -----------------------------------------------------------------

THIS EMPLOYMENT AGREEMENT is made between SARATOGA  INTERNATIONAL HOLDINGS CORP.
as Employer  and  TERRENCE K.  PICKEN,  as an officer of SARATOGA  INTERNATIONAL
HOLDINGS  CORP.,  effective  October 1, 1999.  The terms and  conditions of this
Agreement are stated below.

I.   EMPLOYMENT PROVISION.

     1)   Employment  Positions;  Responsibility,  Duties  and  Authority.  This
          Corporate  Officer  Employment  Agreement  is made  and  entered  into
          between SARATOGA  INTERNATIONAL HOLDINGS CORP. a corporation organized
          under  the laws of the State of  Nevada,  hereinafter  referred  to as
          "Corporation"   or  "Employer"  and  TERRENCE  K.  PICKEN,   Executive
          Vice-President   and  Chief  Operating  Officer  of  the  Corporation,
          hereinafter  referred to as "Picken" or "Employee" The Corporation and
          Picken  each agree that the  Corporation  shall  employ  Picken as the
          Executive Vice President and Chief Operating  Officer and Picken shall
          perform  the  responsibilities  and duties of, and shall have the full
          authority  of the officer  position of  Executive  Vice-President  and
          Chief  Operating  Officer of the  Corporation  for the term  stated in
          Section II. of this Agreement,  unless sooner  terminated  pursuant to
          the provisions of Section VIII. of this Agreement.

     2)   Responsibilities,  Duties and  Authority of Picken.  Picken shall have
          such responsibilities and duties and authority as determined from time
          to time by the Board of Directors of the  Corporation,  as provided in
          the corporate bylaws.

II.  TERM OF THIS AGREEMENT

     This Agreement  shall have a term of three (3) years  beginning  October 1,
     1999, and shall end September 30, 2002, unless sooner  terminated  pursuant
     to the provisions of Section VIII. of this Agreement.

III. ALLOCATION OF TIME

     Picken shall devote as much time, in his judgement, as necessary to perform
     his  duties  and  responsibilities   described  in  Section  I(2)  of  this
     Agreement.  Picken may engage for his own  account,  or for the  account of
     others,  in other business  ventures for which the Corporation shall not be
     entitled to any interest.

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                                      176
<PAGE>

IV.  COMPENSATION.

     1)   Basic  Salary.  As  consideration  for all  services to be rendered by
          Picken to the  Corporation,  Picken shall be paid the following listed
          annual salary amounts per year as follows:

               First Year   --  10/01/99 - 09/30/00  --  $150,000.00
               Second  Year --  10/01/00 - 09/30/01  --  $175,000.00
               Third Year   --  10/01/01 - 09/30/02  --  $200,000.00


     2)   Regular  Annual  Bonuses.  Each year  Picken  shall be  entitled to an
          annual bonus based on cash flow from operations of the Corporation and
          its  subsidiaries  at the end of each fiscal year before  deduction of
          corporate income taxes as determined by Generally Accepted  Accounting
          Principles  ("GAAP")  for the fiscal  years  ending  October 31, 2000,
          October  31,  2001 and  October  31,  2002 even  though  the bonus due
          October  31,  2002  shall  come one  month  after  expiration  of this
          Agreement. The bonus shall be calculated as follows:

                                           Bonus % Applicable
                    Pre-Tax Operating       To Each Layer or
                        Cash Flow            Portion Thereof

                      First $250,000               5%
                       Next $250,000               4%
                       Next $250,000               3%
                       Next $250,000               2%
                  Amounts over $1 million          1%

          In the event this  Agreement is  terminated as provided for in Section
          VIII of this Agreement  "Termination of Picken's  Employment",  Picken
          shall be entitled to a bonus  through the  Effective  Date of Picken's
          Employment  Termination  as  defined  in  Section  VIII  (3)  of  this
          Agreement.  Such  "Termination  Bonus" shall be calculated on the same
          basis as outlined in Section IV (2) of this Agreement and shall be due
          and payable on the Effective Date of Picken's  Employment  Termination
          as set forth in Section VIII (3) of this Agreement.

     3.)  Payments of Salary and Bonuses.

          A.   Salary. The annual salary provided for in Section IV (1) shall be
               due and payable in monthly installments by the Corporation at the
               beginning of each month on the first  business day of each month,
               which  shall be  established  by this  Agreement  as the  regular
               payday.

          B.   Bonus.  The annual bonus  provided for in Section  IV(2) shall be
               due and owing as of the last day of the Corporate fiscal year and
               shall be payable within forty-five (45) days from the last day of
               the corporate fiscal year.

          C.   Accruals of Unpaid Salary and Bonuses--When Paid.

               (1.) Salaries.  In the event the  Corporation's  cash position is
                    insufficient  to pay salary and bonuses  when due under this
                    Agreement,  any salary  payments and bonus payments not paid
                    by the Corporation when due shall accrue as a corporate debt
                    payable to Picken,  and shall be paid as soon as possible by
                    the  Corporation  and in any event,  accrued salary shall be
                    paid to the fullest  extent  possible  whenever a payroll is
                    disbursed to other employees of the Corporation.

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<PAGE>

               (2.) Bonuses.  Any  bonus  not paid  when due  shall  accrue as a
                    corporate  debt  payable  to Picken and shall be paid to the
                    fullest extent  possible  whenever any bonus is disbursed to
                    other employees of the Corporation.

               (3.) Deductions  From  Compensation.  Corporation  shall have the
                    right and  responsibility  to deduct all federal,  state and
                    local  government  taxes  and  other  charges  as are now in
                    effect,  if any,  or  which  may  hereafter  be  enacted  or
                    required by applicable  government laws and regulations,  if
                    any,  required as deductions from  compensation of Picken as
                    an employee.

               (4.) Stock  as  Payment.   Picken  may  elect  in  his   absolute
                    discretion,  to receive common shares of the  Corporation in
                    payment of salary  amounts,  in excess of $10,000 each month
                    and/or for any salary  payments and bonus  payments not paid
                    by the Corporation  when due and accrued as a corporate debt
                    payable to Picken as  described  in Section IV (3) C (1) and
                    (2) of this Agreement. The value of any shares issued by the
                    Corporation  under this provision of this Agreement shall be
                    based on the  closing  bid  price of the  common  shares  as
                    reported  on  the  OTC  Bulletin   Board  on  the  date  the
                    Corporation  receives  notice from Picken.  In the event the
                    Corporation  issues  restricted shares under this provision,
                    such  published  per share trade  price shall be  discounted
                    forty percent (40%).

               (5.) Past  Due  unpaid   Salary  and  Bonuses.   Picken  and  the
                    Corporation  agree to negotiate in good faith  settlement of
                    any  accrued  unpaid  salary  and  bonuses  provided  for in
                    Section IV (3) C (1) and (2) of this  Agreement.  Picken and
                    the  Corporation  further  agree  that any  salary and bonus
                    payments due and unpaid which remain  unpaid for a period of
                    120 days  from the date  such  payment  was due,  without  a
                    settlement   mutually   agreeable  to  the  parties,   shall
                    constitute a breach of this Agreement. Remedies available in
                    the  event of  Breach  of this  Agreement  are set  forth in
                    Section XIII of this Agreement.

V.   EMPLOYMENT BENEFITS IN ADDITION TO COMPENSATION.

     1.)  Participation In Existing Company Benefit Programs.

          A.   Medical and Health Care Benefit Program.  Picken, as an executive
               employee  shall be  entitled  to receive  and shall  receive  all
               medical  and health  care  benefits  provided  by Employer to its
               executive  employees.  Such  benefits  shall  be paid  for by the
               Employer for Picken and for Picken's  dependents,  if any, on the
               terms and  provisions  provided  in the  medical  and health care
               benefit plan;  however,  if for any reason Picken cannot  qualify
               for the  current  medical  and  health  care  benefits  or if the
               Corporation  has no such plan,  then Picken  shall be entitled to
               obtain  medical and health care  benefits  coverage from whatever
               source  is  available  and the  Employer  shall  pay the  premium
               charges for that  coverage as an executive  employee  benefit for
               Picken.

          B.   Life Insurance.  The  corporation  shall provide and pay for life
               insurance  on the life of Picken in the amount of  $500,000.  The
               beneficiary shall be Picken's estate,  unless otherwise  directed
               by Picken in writing at any time prior to his death.

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<PAGE>

          C.   Vacation and Holiday Benefits. Picken shall be entitled to have a
               paid vacation for forty-five  (45) days each calendar year;  plus
               all paid  holidays  observed by the  Employer.  Picken  shall use
               reasonable  care in  scheduling  the  vacation  time so as to not
               interfere  unreasonably  with Employer's  business,  and Picken's
               performance of his responsibilities and duties.

     2.)  Stock  Options.  The  Corporation  hereby  grants Picken the option to
          purchase  up to 500,000  common  shares of the  Corporation's  capital
          stock at $0.20 per share  exercisable  at any time and  expiring  five
          years from the effective date of this  Agreement.  These options shall
          not be cancelled in the event this Employment  Agreement expires or is
          otherwise  terminated.  This provision  shall survive the term of this
          Agreement.  Except as otherwise  provided herein,  these stock options
          shall  be  governed  by the  terms  and  conditions  set  forth in the
          Corporation's Stock Incentive Plan.

     3.)  Membership  in Social and Athletic  Club.  Picken shall be entitled to
          membership  in the Bellevue  Club or other club  comparable to that of
          the Bellevue Club during the term of this  Agreement.  The Corporation
          shall pay all regular dues. Other charges to the account shall be paid
          to the extent that such  charges  relate to athletic  and/or  exercise
          programs  designed to maintain or improve the well-being of Picken and
          expenses  such  as  business   meetings  etc.   relating  to  Picken's
          performance as an officer of the Corporation.

     4.)  Participation in Other Employment  Benefits.  Picken shall be entitled
          to receive all other benefits and  conditions of employment  which may
          become available to all other executives of the corporation, including
          by way of  illustration,  but  not  limited  to,  any  life  insurance
          benefits,  any disability  income  continuation and any profit sharing
          and any  retirement  income  plans of any kind,  whether  qualified or
          non-qualified, whether pre-funded or not, if any are established after
          the inception date of this Agreement,  and before it expires  pursuant
          to Section II. or sooner terminated  pursuant to Section VIII. of this
          Agreement

     5.)  Death  Benefit.  In the event of Picken's  death at a time before this
          Agreement has expired under  Section II., or sooner  terminated  under
          Section VIII. of this Agreement, the Corporation shall pay to Picken's
          surviving  spouse or estate a death  benefit  payable  as the  regular
          payday  on the  same  month on the same  day  established  in  Section
          IV.3.A.  in the full amount which would otherwise be paid to Picken as
          salary,  if Picken were living,  for a period of six months  beginning
          with the first regular payday date after Picken's death.

Page E-127
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<PAGE>

VI. EXPENSE REIMBURSEMENT AND AUTOMOBILE EXPENSE ALLOWANCE.

     1.)  Expense  Reimbursement,   Generally.  Picken  will  be  reimbursed  in
          accordance  with  the  Employer's   company  policies  for  traveling,
          entertainment and any other expenses  reasonably  incurred and related
          to the performance of Picken's duties and  responsibilities  on behalf
          of Employer.

     2.)  Automobile Allowance Plus Expenses. In addition,  Picken shall receive
          $750.00  per month for  automobile  expense  allowance  for use of his
          automobile in business,  plus additional  reimbursement for insurance,
          servicing and operation of his automobile in business.  This allowance
          shall be reviewed each anniversary date of this Agreement for adequacy
          and shall be increased for the following  year by the amount  Picken's
          expenses   exceed  the   allowance,   subject  to   approval   by  the
          Corporation's Board of Directors.

VII. DISABILITY COMPENSATION.

     1.)  If Picken  becomes  disabled at any time, and for any number of times,
          due to any  cause  so that he is  physically  unable  to  perform  his
          ordinary duties and  responsibilities of Executive  Vice-President and
          Chief Operating Officer,  pursuant to this Agreement,  for a period of
          thirty (30) days, then Picken shall be entitled to receive, in lieu of
          salary, an amount equal to his salary, payable at the same time and in
          the same manner as Picken's salary is paid provided however, that this
          benefit shall be limited to not more than a total of six months during
          the term of the  Agreement,  regardless  of the number or  duration of
          each disability.

     2.)  Picken's  entitlement  to disability  income  pursuant to this Section
          VII.  shall begin and end as determined  by a certificate  issued by a
          qualified M.D. or D.O. licensed by the State of Washington to practice
          in this state. The certificate  shall state in substance that TERRENCE
          K.  PICKEN was  determined  to be  disabled  and unable to perform the
          ordinary  and usual  duties  of'  Executive  Vice-President  and Chief
          Operating Officer of Saratoga  International  Holdings Corp. beginning
          with [date] - and  Picken's  disability  continues as of this [date] .
          Such a certificate shall be submitted every three (3) months beginning
          with the date of disability and continuing  thereafter  until Picken's
          disability  ends and he is able to  return  to work  full  time or his
          disability  compensation benefit has been fully used, whichever occurs
          first.

VIII. TERMINATION OF PICKEN'S EMPLOYMENT.

     1.)  Termination  By The  Corporation.  Picken's  employment  as  Executive
          Vice-President  and Chief  Operating  Officer may be terminated by the
          Board of Directors of the  Corporation  with or without  cause,  after
          receipt by Picken of written notice received at least ninety (90) days
          in  advance  of the  employment  termination  date set by the Board of
          Directors,  PROVIDED THAT all terms and provisions of Section VIII.2.,
          stated below are met. Such notice ("Notice") shall be sent pursuant to
          Section XII.,  below. The termination of Picken's  employment shall be
          effective as stated in Section VIII.3., below.

     2.)  Terms and Provisions of Termination of Picken's Employment. Regardless
          of the reasons or purpose of the  termination of Picken's  Employment,
          the Corporation shall not and may not terminate Picken's employment as
          Executive  Vice-President and Chief Operating Officer unless and until
          the  Corporation  has fully arranged for and commenced  performance of
          the following:

Page E-128
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<PAGE>

          A.   Offer in writing  by the  Corporation,  approved  by the Board of
               Directors  to  purchase  all  shares of stock of the  Corporation
               directly or beneficially  owned by TERRENCE K. PICKEN for cash at
               least thirty (30) days prior to the proposed  termination date of
               Picken's  employment,  at the then existing market price based on
               the  average  published  closing  trade  price  for the  five (5)
               business days prior to the date of Notice  referred to in Section
               VIII (1) above.  Picken may elect in his absolute  discretion  to
               waive this  provision,  VIII 2.) A., by notifying the Corporation
               in writing.

          B.   Payment,  in cash,  by the  Corporation  of all sums then due and
               owing,  if  any,  as  compensation,   pursuant  to  Section  IV.,
               Compensation,  and/or Section VII., Disability  Compensation,  of
               this Employment Agreement.

          C.   Payment,  in cash,  by the  Corporation  of all sums then due and
               owing,  if any,  pursuant to Section VI.,  Reimbursement,  of the
               Employment Agreement.

          D.   Payment,  in cash, by the  Corporation for buyout of Remainder of
               the  Employment  Agreement at the rate of fifty  percent (50%) of
               the regular  salary in effect under Section IV.,  above,  of this
               Agreement.

     3.)  Effective Date of Picken's Employment Termination,  The effective date
          of Picken's  employment  termination  pursuant to Section VIII of this
          Agreement shall be the latest of the following dates:

          A.   The date of Picken's employment  termination  provided for in the
               written notice of his employment termination;

          B.   The  Ninety-first  (91st)  day  after  receipt  by  Picken of the
               written notice of his employment termination;

          C.   The date of  fulfillment  of all the terms and provisions of Part
               VIII. (2).,  above,  entitled Terms and Provisions of Termination
               of Picken's Employment by the Corporation.

IX.  PROPERTY RIGHTS

     1.)  Intellectual  Property Rights. All rights, title and interest of every
          kind  and  nature  whatsoever,  in and to any  intellectual  property,
          including any  inventions,  patents,  trademarks,  copyrights,  films,
          scripts, ideas, creations and properties invented,  created,  written,
          developed, furnished, produced or disclosed by Picken in the course of
          rendering his services to the Corporation  under this Agreement shall,
          as between the parties  hereto,  be and remain the sole and  exclusive
          property  of the  Corporation  for  any  and  all  purposes  and  uses
          whatsoever,  and Picken shall have no right,  title or interest of any
          kind or  nature  therein  or  thereto,  or in and to any  results  and
          proceeds therefrom.

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<PAGE>

     2.)  Return of All of the Corporation's  Property. Upon termination of this
          Agreement,  regardless of how  termination may be effected or whenever
          requested by the  Corporation,  Picken shall  immediately turn over to
          the Corporation all of the Corporation's property, including all items
          used by Picken in rendering services hereunder or otherwise,  that may
          be in Picken's possession or under his control.

X.   CONFIDENTIALITY AND NON-DISCLOSURE OF INFORMATION.

     1.)  During  Employment.  Picken  agrees that during the entire term of his
          employment as an executive  officer by this  Corporation,  he will not
          disclose to any other person, partnership,  company or corporation any
          confidential   information  about  this  Corporation  or  its  related
          corporations,   or  the  business  activities  or  interests  of  this
          Corporation or its related  corporations,  including,  but not limited
          to,  the  following  which is  agreed as  between  the  parties  to be
          confidential   information:   customer  data,  customer  lists,  sales
          figures,  sales  projections,  estimates of any kind, sales proposals,
          price lists,  accounting  procedures,  any and all accounting records,
          any  technology  and  applications  of  technology,  developed  by the
          Corporation before or during his employment, EXCEPT such disclosure as
          is  for  the  benefit  of or  the  furthering  of  the  intent  of the
          Corporation,  or is expressly  disclosed as part of the performance of
          his duties and responsibilities as Executive  Vice-President and Chief
          Operating Officer.

     2.)  Surrender  of  All   Confidential   Information   On   Termination  of
          Employment.  Picken  agrees  at  the  time  his  employment  with  the
          Corporation  terminates,  to turn over to the  Corporation any and all
          confidential information which may be in his possession, including any
          and all copies thereof,  except that one copy of such  information may
          be retained in Picken's  confidential  legal files for record  keeping
          purposes only.

     3.)  Following Termination of Employment.  Picken agrees that following the
          termination  of his  employment  with  the  Corporation,  he will  not
          disclose  any  confidential  information,   as  described  in  Section
          X.(1.)., above, which he obtained about the Corporation at any time or
          for any purpose.

XI.  NON-COMPETITION AFTER TERMINATION OF EMPLOYMENT.

     1.)  Non-Competition  Period--Duration and Geographic Scope. Picken and the
          Corporation  recognize  and  acknowledge  that  in his  employment  as
          Executive  Vice-President and Chief Operating Officer,  he will become
          familiar  with  all  of  the  Corporation's  products  and  all of the
          geographic  areas throughout the United States and Canada in which the

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<PAGE>

          Corporation  already has made marketing  efforts and sales of products
          and  services,  and he will  become  knowledgeable  about  present and
          future  marketing  proposals and plans for those products and services
          in those geographic areas. Picken agrees, as part of the consideration
          for this Employment  Agreement that Picken will not engage directly or
          indirectly in the business of  manufacture  or sale of any products or
          services  which compete with the products or services  provided by the
          Corporation or its related  corporations for a period of two (2) years
          within the geographic limits of any state of the United States, or any
          province of Canada. The parties agree that the phrase "engage directly
          or indirectly in the business of  manufacture  or sale of any products
          or  services  which  compete  with the  products  or  services  of the
          Corporation or its related  Corporations"  shall include any situation
          or  circumstance  in which  Picken shall be owner,  partner,  officer,
          director  or  shareholder  of a  corporation,  or agent or employee or
          consultant of any business  entity  engaged or about to become engaged
          in competition with the Corporation.

     2.)  Injunctive  Relief From Competition By Picken.  The parties agree that
          if Picken were to violate the provisions of Section XI. 1., above, the
          use by Picken of the  information  he learned  while  employed  by the
          Corporation could enable him to engage in basically unfair competition
          with the  Corporation  and its  related  corporations,  and that  such
          competition  in violation of Section XI. (1.),  above,  probably would
          cause  irreparable  harm to the  marketing  and sales  success  of the
          Corporation  and  its  related  corporations.   Therefore,  if  Picken
          violates Section XI. 1., above,  the Corporation  shall be entitled to
          obtain a temporary  restraining  order without  delay,  and proceed to
          obtain a preliminary  injunction and permanent injunction against such
          violations  by  Picken  and  any  person,   partnership,   company  or
          corporation through which or for which he acts, directly or indirectly
          to violate Section XI. (1.), above.

XII. NOTICES.

     1.)  How Sent or Delivered. Any notices sent by any party which is intended
          to give written notice required by this Employment  Agreement shall be
          sent or delivered  by sender to the intended  recipient by one or more
          of the following methods:

          A.   By certified mail, return receipt requested,  postage prepaid, to
               the last known address of the intended recipient; or

          B.   By delivery personally to the intended recipient.

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<PAGE>

     2.)  Effective Date of Notice.  If a written notice is sent or delivered by
          either of the above methods, then the effective date of the notice for
          purposes  of  considering  it to have been  received  by the  intended
          recipient shall be the earliest of the following:

          A.   If  by  certified  mail,  return  receipt  requested,   which  is
               delivered,  then or on the date the recipient,  or anyone signing
               for the recipient, signed the return receipt;

          B.   If by certified  mail,  return  receipt  requested,  which is not
               delivered, then on the date five business days after the date the
               notice was sent;

          C.   If by personal  delivery to the intended  recipient,  then on the
               date  the  written   notice  was  delivered   personally  to  the
               recipient.

     3.)  Proof of Delivery of Notice.

          A.   Certified Mail, Return Receipt  Requested.  If the written notice
               was sent by certified mail,  return receipt  requested,  proof of
               sending  may be shown by the U.S.  Post  Office  receipt  for the
               certified  mail,  return receipt  requested and proof of delivery
               may  be  shown  by the  signed  returned  receipt  and  proof  of
               attempted  delivery  sufficient  for  effective  date  of  notice
               without delivery may be shown by the returned  envelope with U.S.
               Post  Office  notations  showing  attempted  delivery  dates  and
               notices to the intended recipient.

          B.   Personal  Delivery.  Personal delivery of a written notice may be
               shown by a signature of the  intended  recipient on a copy of the
               notice,  together with the legend on the copy of the notice which
               will read,  "Received," with the date received noted  thereafter.
               Personal  delivery may also be shown by a sworn  statement of the
               person who  delivered  the  notice,  stating  that the notice was
               delivered to the recipient or  representative of recipient on the
               date  of  delivery,  and  attaching  a copy of the  notice,  with
               reference  in the sworn  statement  to the  attached  copy of the
               notice.

XIII.REMEDIES AVAILABLE IN EVENT OF BREACH OF AGREEMENT; VENUE.

In the event that any party breaches this Employment Agreement,  the other party
shall  have the right to pursue any  remedies  available  to the party  claiming
breach, including, but not limited to damages, injunctive relief and declaratory
judgment,  which may be  available  under the laws of the State of  Nevada.  The
parties  agree that any claims  shall be  brought  in the  appropriate  court(s)
located in Clark County,  Nevada, which may have jurisdiction pursuant to Nevada
Law.

XIV. APPLICABLE LAW

This  Employment  Agreement  shall be construed and  interpreted and enforceable
pursuant to the laws of the State of Nevada.

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<PAGE>

XV.  ENTIRE AGREEMENT.

This Employment  Agreement states the entire agreement  between the parties with
respect to the employment of Picken by the Corporation. This Agreement cannot be
modified by any oral  agreement  or course of conduct by either or both  parties
and any attempt at such modification  shall be null and void. This Agreement may
be modified only by a written document signed by each party.

Effective this 1st day of October 1999.

EXECUTIVE OFFICER:


                                    /s/ T K Picken
                                    ----------------------
                                    Terrence K. Picken

THE CORPORATION:

                                    Saratoga International Holdings Corp.


                                    By  /s/ Patrick F. Charles
                                        ------------------------

I certify that I know or have satisfactory evidence that Terry Picken
is the person who appeared before me, and said person  acknowledged  that he/she
signed this instrument and  acknowledged it to be his/her free and voluntary act
for the uses and purposes mentioned in instrument.

DATED: November 24, 1999
       -----------------

                                    /s/ Corinne J. Weber
                                    --------------------------------
                                    Corinne J. Weber - Notary Public
                                    My commission expires: 6/15/03

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<PAGE>