EXHIBIT 10(D)

                              EMPLOYMENT AGREEMENT

This  employment  agreement is effective as of April 16, 2000 between  Essxsport
Corporation ("Employer") and Uli Gag, ("Employee").

                                    RECITALS

     1.   Employer desires  assurance of the continued  association and services
of Employee in order to retain his experience,  abilities, and knowledge, and is
therefore  willing to engage his services on the terms and  conditions set forth
below.

     2.   Employee  desires to be in the employ of Employer and is willing to do
so on the terms and conditions set forth below.

     THEREFORE,  in  consideration  of the  above  recitals  and  of the  mutual
promises and conditions in this agreement, it is agreed as follows:

                              1. TERM OF EMPLOYMENT

     Subject to earlier  termination  as  provided in this  agreement,  Employee
shall be employed for a term beginning April 16, 2000 ending April 16, 2003.

                             2. PLACE OF EMPLOYMENT

     Unless the parties agree  otherwise in writing during the  employment  term
Employee  shall  perform  the  services  he is  required  to perform  under this
agreement at Employer's  offices,  currently  located at 9822 Glenoaks Blvd, Sun
Valley, CA 91352; provided, however, that Employer may from time to time require
Employee to travel temporarily to other locations on Employer's business.

                    3. EMPLOYEE'S DUTIES AND RESPONSIBILITIES

     Employer shall employ  Employee as Manager of the Production  Facilities or
in such other  capacity or capacities as Employer's  board of directors may from
time to time prescribe.  Employee shall be vested, with full power and authority
to manage and conduct all the  business of Employer,  subject to the  directions
and policies of Employer and its board of directors as they may be, from time to
time, stated either orally or in writing.  Employee shall not, however, take any
of the  following  actions on behalf of Employer  without  the  express  written
approval of the board of directors:

     (1)  Borrowing or obtaining credit in any amount or executing any guaranty;

     (2)  Expending funds for capital equipment;

     (3)  Selling or transferring capital assets;

     (4)  Executing  any contract or making any  commitment  for the purchase or
sale of Employer's products or facilities;

     (5)  Executing any lease of real or personal property;

     (6)  Exercising any discretionary  authority or control over the management
of any employee  welfare or pension  benefit plan or over the disposition of the
assets of any such plan;

     (7)  Hiring or firing any employee.

                 4. PRECLUSION FROM OUTSIDE BUSINESS ACTIVITIES

     During  his  employment,  Employee  shall  devote his full  business  time,
energy, and ability  exclusively to the business and interests of Employer,  and
shall not, without  Employer's prior written consent,  render to others services
of any kind for  compensation,  or engage in any other  business  activity  that
would  materially  interfere  with the  performance  of his  duties  under  this
agreement.  Employee  represents  to Employer  that he has no other  outstanding
commitments inconsistent with any of the terms of this agreement or the services
to be rendered under it.

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                           5. COVENANT NOT TO COMPETE

     During  the  employment  term,  and for a period  of one  year  thereafter,
Employee  shall not,  directly  or  indirectly,  whether as  partner,  employee,
creditor,  shareholder,  or otherwise,  promote,  participate,  or engage in any
activity or other business  competitive with Employer's  business.  In addition,
Employee,  while employed,  shall not take any action without  Employer's  prior
written  consent to  establish  or become  employed by a  competing  business on
termination  of  employment by Employer.  Employee's  failure to comply with the
provisions of the preceding  sentence shall give Employer the right (in addition
to  all  other  remedies  Employer  may  have)  to  terminate  any  benefits  or
compensation to which Employee may be otherwise entitled  following  termination
of this agreement.

                                 6. BASE SALARY

     During the term of this  agreement,  Employer agrees to pay Employee a Base
Salary of Three  Thousand  ($3,000)  per month,  payable as current  salary,  in
monthly installments subject to all applicable withholdings and deductions.

                            7. INCENTIVE COMPENSATION

     Employee to receive a $5,000.00 bonus when the Company reaches  $500,000.00
in sales  the  first  fiscal  year,  and  $10,000.00  when the  Company  reaches
$1,000,000.00  in sales the first fiscal year.  Bonuses for following years will
be reviewed on an annual basis.

                             8. ADDITIONAL BENEFITS

     During the employment term, Employee shall be entitled to receive all other
benefits of employment  generally  available to Employer's  other  Employees and
managerial employees when and as he becomes eligible for them. Employer reserves
the right to modify,  suspend or  discontinue  any and all of the above  benefit
plans,  policies,  and  practices at any time  without  notice to or recourse by
Employee,  so long as such  action  is taken  generally  with  respect  to other
similarly situated persons and does not single out Employee.

                                   9. VACATION

     Employee  shall be entitled to two weeks,  and after one year,  three weeks
paid vacation in  accordance  with  Employer's  policies and practices in effect
with respect to Employer's other Employee and managerial employees.

                            10. EXPENSE REIMBURSEMENT

     During the employment term,  subject to prior approval by the Employer,  to
the extent  that such  expenditures  satisfy  the  criteria  under the  Internal
Revenue Code for deductibility by Employer (whether or not fully deductible) for
federal  income tax  purposes  as  ordinary  and  necessary  business  expenses,
Employer shall reimburse Employee promptly for reasonable business expenses.

                    11. EXCESSIVE COMPENSATION DETERMINATION

If any part of the salary or other compensation paid by Employer to Employee, or
of any amount paid by employer for travel or entertainment  expenses incurred by
Employee, is finally determined not to be allowable as a federal or state income
tax deduction to Employer,  the part  disallowed  shall be repaid to Employer by
Employee.

                       12. EMPLOYERS RIGHT TO INTANGIBLES

     All  processes,  inventions,  patents,  copyrights,  trademarks,  and other
intangible  rights that may be conceived or developed by Employee,  either alone
or with  others,  during  the  term of  Employee's  employment,  whether  or not
conceived or developed  during  Employee's  working  hours,  and with respect to
which the  equipment,  supplies,  facilities,  or trade  secret  information  of
Employer  was used,  or that relate at the time of  conception  or  reduction to
practice  of the  invention  to the  business of the  Employer or to  Employer's
actual or demonstrably anticipated research and development, or that result from
any work  performed  by Employee  for  Employer,  shall be the sole  property of
Employer.  Employee shall disclose to Employer all inventions  conceived  during
the term of employment and for one year thereafter,  whether or not the property
of  Employer  under  the terms of the  preceding  sentence,  provided  that such

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disclosure  shall be received by Employer in confidence.  Employee shall execute
all  documents,  including  patent  applications  and  assignments,  required by
Employer to establish Employer's rights under this Section.

                           13. INVOLUNTARY TERMINATION

     Employer may terminate  this agreement  without cause,  upon the payment of
the salary due,  less taxes,  withholding  and  applicable  benefits  upon prior
written notice to Employee.

                             14. TERMINATION CLAUSE

     Employer  may  terminate  this  agreement  at any time  without  notice  if
Employee  commits  any  material  act  of  dishonesty,   discloses  confidential
information,  is guilty of gross  carelessness or misconduct,  or  unjustifiably
neglects his duties under this Agreement,  or acts in any way that has a direct,
substantial, and adverse effect on Employer's reputation.

                         15. TERMINATION ON RESIGNATION

     Employee may  terminate  this  agreement by giving  Employer  three months'
prior written notice of resignation.

                          16. EMPLOYER RIGHT TO ASSIGN

     In the event of a merger in which Employer is not the surviving  entity, or
of a sale of all or substantially all of Employer's assets, Employer may, at its
sole option (1) assign this agreement and all rights and obligations under it to
any business entity that succeeds to all or substantially  all of the Employer's
business  through that merger or sale of assets,  or (2) on at least thirty days
prior written notice to Employee, terminate this agreement effective on the date
of the merger or sale of assets.

                 17. AGREEMENT SURVIVES TRANSFER SALE OR MERGER

     This  agreement  shall  not  be  terminated  by  Employer's   voluntary  or
involuntary  dissolution or by any merger in which Employer is not the surviving
or  resulting  corporation,  or on any transfer of all or  substantially  all of
Employer's  assets.  In the event of any such merger or transfer of assets,  the
provisions of this agreement shall be binding on and inure to the benefit of the
surviving  business  entity or the business entity to which such assets shall be
transferred.

                  18. RIGHTS AND OBLIGATIONS AFTER TERMINATION

     If Employee gives notice of termination of this agreement under Section 15,
or if  it  becomes  known  that  this  agreement  will  otherwise  terminate  in
accordance with its provisions, Employer may, in its sole discretion and subject
to its other  obligations  under this agreement,  relieve Employee of his duties
under  this  agreement  and  assign   Employee  other   reasonable   duties  and
responsibilities to be performed until the termination becomes effective.

                             19. UNFAIR COMPETITION

     Because of his  employment by Employer,  Employee will have access to trade
secrets  and  confidential   information  about  Employer,   its  products,  its
customers,  and its methods of doing business. In consideration of his access to
this  information,  Employee  agrees  that  for  a  period  of  one  year  after
termination of his employment, he will not, directly or indirectly, compete with
Employer in the field of track and field  vaulting mats and  accessories  in the
United States.  Employee  understands and agrees that direct  competition  means
design,  development,  production,  promotion,  or sale of  products or services
competitive with those of Employer.  Indirect  competition means,  employment by
any  competitor or third party  providing  products  competing  with  Employer's
products,  for which  Employee  will perform the same or similar  function as he
performs for Employer.

   20. DISCLOSURE OF CUSTOMER INFORMATION AND SOLICITATION OF OTHER EMPLOYEES

     In the course of his employment,  Employee will have access to confidential
records and data  pertaining  to Employer's  customers  and to the  relationship
between these customers and Employer.  Such information is considered secret and
is disclosed to Employee in  confidence.  During his  employment by Employer and
for one year after  termination of that employment,  Employee shall not directly
or  indirectly  disclose or use any such  information  except as required in the
course of his  employment  by Employer.  In addition,  during for one year after
termination  of his  employment,  Employee shall not induce or attempt to induce
any account  Employee of Employer to discontinue  representing  Employer for the
purpose of representing and competitor of Employer.

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                                 21. INTEGRATION

     This  agreement  contains  the entire  agreement  between  the  parties and
supersedes all prior oral and written agreements,  understandings,  commitments,
and practices between them, including all prior employment  agreements,  whether
or not fully performed by Employee  before the date of this  agreement.  No oral
modifications,  express  or  implied,  may  alter  or  vary  the  terms  of this
agreement.  No  amendments  to this  agreement  may be made  except by a writing
signed by both parties.  No employee or supervisor of the employee is authorized
to alter or vary the terms of this agreement except by written  agreement by the
chief Employee officer. Any representations contrary to this agreement,  express
or implied, written or oral, are hereby disclaimed.

                                22. CHOICE OF LAW

     The formation,  construction,  and  performance of this agreement  shall be
construed in accordance with the laws of California.

                                  23. NOTICES

     Any notice to Employer  required or permitted under this agreement shall be
given in writing to Employer,  either by personal  service or by  registered  or
certified mail, postage prepaid, addressed to Bruce Caldwell, 3625 Conflans Rd.,
Irving,  TX 75061 [the  president of Employer] Any such notice to Employee shall
be given in a like  manner  and, if mailed,  shall be  addressed  to Employee at
13213  Wentworth St.,  Arleta,  CA 91352,  his home address.  For the purpose of
determining  compliance with any time limit in this agreement, a notice shall be
deemed to have been duly given (a) on the date of service,  if served personally
on the party to whom notice is to be given,  or (b) on the second  business  day
after  mailing,  if mailed to the party to whom the notice is to be given in the
manner provided in this section.

                                24. SEVERABILITY

     If any provision of this  agreement is held invalid or  unenforceable,  the
remainder of this agreement shall nevertheless  remain in full force and effect.
If any  provision is held invalid or  unenforceable  with respect to  particular
circumstances,  it shall  nevertheless  remain in full  force and  effect in all
other circumstances.

     Executed by the parties as of the day and year first above written.

                                        Essxsport Corporation (Employer)

                                        By  s/s Bruce Caldwell
                                            Bruce Caldwell, President


                                        Uli Gag (Employee)

                                        By  s/s Uli Gag

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