EXHIBIT 10(C)

                              EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made as of September 10, 1998 by
and  between  EssxSport  Corp.,  a Nevada  corporation  ("Employer"),  and Bruce
Caldwell ("Employee").

                                    RECITALS:

WHEREAS,  Employer  desires to retain the  services of  Employee,  and  Employee
desires  to  provide   services  to  Employer  in  accordance  with  the  terms,
conditions, and provisions of this Agreement; and

NOW, THEREFORE,  in consideration of the covenants and agreements of the parties
herein contained, the parties to this Agreement agree as follows:

 1.  Term.  Subject  to the terms and  conditions  set forth in this  Agreement,
Employer  hereby employs  Employee,  and Employee hereby accepts such employment
from  Employer,  for a period  commencing on September 10, 1998 (the  "Effective
Date") and expiring on January 30, 2009, except as otherwise provided herein.

 2. Duties.  Employee  will be employed as an Executive  President and the Chief
Executive  Officer of  Employer,  and in such  capacity  will perform the normal
duties  associated with such position and such other reasonable duties as may be
assigned from time to time by the Board of Directors of Employer consistent with
that of an Executive President or a Chief Executive Officer.  During the term of
this Agreement,  Employee shall devote his full time, attention, and energies to
the business of Employer to discharge his duties faithfully,  diligently, to the
best of his abilities,  and in a manner consistent with any and all policies and
guidelines as may be established  by Employer from time to time.  Employee shall
report solely to the Board of Directors.

 3. Compensation.

(a)  Subject to the terms and conditions of this  Agreement and as  compensation
     for the performance of his services hereunder, Employer will pay Employee a
     fixed  salary at a minimum  annual rate of $48,000  (such  initial  rate is
     referred  to  herein as the  "Initial  Salary,"  and as it may be  adjusted
     upward from time to time as provided by the Board of Directors of Employer,
     is referred to herein as  "Salary").  Employee's  Salary will accrue and be
     payable to Employee in  accordance  with the payroll  practices of Employer
     for senior  executives  in effect from time to time during the term of this
     Agreement.
(b)  Employee  shall be entitled to receive an annual  formula bonus equal to an
     amount up to fifty  percent  (50%) of the Salary based upon  attainment  of
     objectives  identified in a business plan for Employer to be adopted by the
     Board of Employer.

At its sole discretion the Board of Directors of Employer may develop such other
incentive  compensation  arrangements,  including  but not limited to additional
bonus  incentives,  as may be  determined to be  appropriate  for the conduct of
Employer's business and Employee's duties in connection therewith.

(c) All  payments to  Employee  pursuant  to this  Agreement  will be subject to
deduction and  withholding  authorized or required by applicable  law.  Employee
shall also be paid amounts as shall equal the federal and state,  if applicable,
income taxes (i.e., gross-up for income taxes) which will be payable by Employee
relating to the reimbursement of expenses as set forth in Section 4 hereof.

 4.  Employee  Benefits;  Reimbursement  of  Expenses.  During  the term of this
Agreement,  Employer  shall provide such fringe  benefits,  including  paid sick
leave, paid holidays, participation in health, dental, and life insurance plans,
and other employee benefit plans which are regularly  maintained by Employer for
its senior  executive  officers in  accordance  with the policies of Employer in
effect  from time to time.  Notwithstanding  the  foregoing,  Employee  shall be
entitled  to a  minimum  of four (4)  weeks of paid  vacation  each year of this
Agreement. In addition, during the term of this Agreement, at Employee's option,
Employer  shall  reimburse  Employee  for the cost of  liability  and  collision
insurance  on  such  automobile  and all  maintenance  and  gasoline  purchases.
Employer  will also  reimburse  Employee for his travel and  entertainment,  and
other business  expenses  incurred in connection with his employment  under this
Agreement  in  accordance  with the  policies of Employer in effect from time to
time. During the term of this Agreement, Employer will also pay the premiums for
a $100,000 term life insurance policy.

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5. Confidentiality.

(a) From the  Effective  Date of this  Agreement  and in  consideration  for the
promises made by Employee herein, including promises made by Employee in Section
6 below,  Employer promises and agrees to provide Employee certain  confidential
information  consistent  with the job duties of an  individual  in his  position
including,  without  limitation,  customer,  supplier,  product and  distributor
lists, trade secrets,  plans,  manufacturing  techniques,  sales,  marketing and
expansion  strategies,  financial records (including  business plans,  financial
statements,   etc.),  and  technology  and  processes  of  Employer  and/or  its
affiliates,  as they may exist from time to time, and information concerning the
products,  services,  production,  development,  technology  and  all  technical
information,  procurement  and sales  activities and  procedures,  promotion and
pricing  techniques and credit and financial data  concerning  customers of, and
suppliers  to,  Employer  and/or  its  affiliates  (collectively   "Confidential
Information").

 In  consideration  for Employer's  promises herein,  Employee  acknowledges and
agrees  that  all  Confidential  Information  previously  provided  or  known to
Employee in the course of his employment with Employer and all such Confidential
Information  made  available  and provided to Employee  pursuant to the terms of
this Agreement  will be received in strict  confidence and will be used only for
the purposes of  performing  his duties  pursuant to this  Agreement and that no
such  Confidential  Information  will otherwise be used or disclosed by Employee
during or after the term of this Agreement  without the prior written consent of
Employer.  Employee  acknowledges and agrees that upon termination of Employee's
employment  hereunder  for any reason,  Employee  will leave  and/or  return all
Confidential  Information  and other  documents,  records,  notebooks,  customer
lists,  mailing lists,  business  proposals,  contracts,  agreements,  and other
repositories   containing  information  concerning  Employer  or  its  financial
condition or business  (including all copies thereof) in Employee's  possession,
whether  prepared  by  Employee  or others,  will  remain with or be returned to
Employer. Notwithstanding the foregoing, this Section shall be inoperative as to
any portion of the Confidential  Information  which (i) is or becomes  generally
available to the public  other than as a result of a  disclosure  by Employee or
(ii)  becomes  available  to  Employee  on a  non-confidential  basis and not in
contravention  of Employer's  rights or applicable law from a source (other than
Employer) which Employee reasonably believes is entitled to possess and disclose
it.

(b) Employee  acknowledges  and agrees that all manuals,  drawings,  blueprints,
letters,  notes,  notebooks,  financial records (including,  without limitation,
budgets, business plans and financial statements),  reports, computers, computer
equipment,  computer disks,  hard drives,  electronic  storage  devices,  books,
procedures, forms, documents, records or paper, or copies thereof, pertaining to
the  operations  or business  of  Employer  made or received by Employee or made
known  to  him in any  way in  connection  with  his  employment  activities  or
otherwise and any other  Confidential  Information  is and will be the exclusive
property  of  Employer.  Employee  agrees not to copy or remove any of the above
from the premises and custody of Employer,  or disclose the contents  thereof to
any other person or entity except in the ordinary course of business  consistent
with Employer's policies. Employee acknowledges that all such papers and records
will at all times be subject to the control of Employer,  and Employee agrees to
surrender the same upon request of Employer,  and will  surrender  such no later
than any termination or expiration of this Agreement.

6.   Non-competition.  Employee  covenants  and agrees  that,  during the period
Employee is employed by Employer,  and if  Employee's  employment  is terminated
pursuant  to Section  8(a) or Employee  resigns for any reason  (other than as a
result  of a  Constructive  Discharge),  for a period  of one  year  thereafter,
Employee  will not directly or  indirectly  compete with  Employer in the United
States.  For the purposes of this Section 6, the following  terms shall have the
meanings indicated below:

(a) The term  "compete"  shall mean,  with  respect to the business of Employer,
engaging in or attempting to engage in the direct mail marketing with the use of
a catalog of sports related  equipment to  institutional  customers or any other
business  which  generates  more than 10% of Employer's  revenues at the time of
termination, either alone or with any individual,  partnership,  corporation, or
association.

(b) The words  "directly or indirectly" as they modify the word "compete"  shall
mean: (i) acting as an agent, representative,  consultant, officer, director, or
employee  of any entity or  enterprise  which is  competing  (as defined in this
Section  6) with  the  business  of  Employer;  (ii)  participating  in any such
competing  entity or enterprise as an owner,  partner,  limited  partner,  joint
venture,  creditor,  or stockholder (except as a stockholder holding less than a
five percent (5%) interest in a corporation  whose shares are actively traded on
a regional or national securities exchange or in the  over-the-counter  market);
(iii)  communicating  to any such competing entity or enterprise any competitive
non-public  information  concerning any past, present, or identified prospective
client or customer of, or supplier to, Employer;  (iv) soliciting the customers,
distributors,   dealers,  or  independent  sales  persons  of  Employer  or  its
Affiliates  (as  defined  below)  as of  Employee's  termination  date;  or  (v)
recruiting,  hiring,  or assisting others in

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recruiting or hiring  (collectively  referred to as  "Recruiting  Activity") any
person who is, or within the 12-month period  immediately  preceding the date of
any such Recruiting Activity was, an employee of Employer or its Affiliates. For
the  purposes  of  this  Agreement,   the  term  "Affiliates"   shall  mean  all
subsidiaries of Employer and each entity in which Employer is an equity investor
(or was an  equity  investor  within  the  12-month  period  preceding  the date
Affiliate  status is  determined)  which  controls,  is controlled  by, or under
common control with Employer.

(c) Employee  understands and agrees that the scope of this covenant by Employee
contained in this Section is  reasonable  as to time,  area,  and persons and is
necessary to protect the  proprietary  and legitimate  business  interest of the
Employer,  and but for such  covenant by Employee  the  Employer  would not have
agreed to enter into the transactions  contemplated by this Agreement.  Employee
agrees that this covenant is reasonable in light of the  compensation  and other
consideration   Employer  has  agreed  to  provide  Employee  pursuant  to  this
Agreement. It is further agreed that such covenant will be regarded as divisible
and will be operative as to time, area, and persons to the extent that it may be
so operative.

7.   Injunctive Relief. If Employee breaches any of the provisions of Sections 5
or 6 hereof,  Employer  shall be entitled to  specific  performance,  injunctive
relief,  or such other legal and/or  equitable  remedies as may be  appropriate.
Nothing  contained  herein  shall be  construed  as  prohibiting  Employer  from
pursuing any other remedies  available to it for such breach of any of the terms
and  provisions  of this  Agreement,  nor  limiting its right to the recovery of
damages from  Employee or any other person or entity for the breach or violation
of any provision of this Agreement, whether such remedy be at law or in equity.

8.   Termination. (a) Employer may terminate Employee's employment for Cause (as
defined  herein),  in writing,  stating the reasons for  termination  with Cause
within  fifteen  (15)  days of the  date  of  termination.  Notwithstanding  the
foregoing  and  with  respect  to  Section  8(g)(iv),   Employer  may  terminate
Employee's  employment  for Cause only if such Cause is not cured within 10 days
following  Employee's receipt of written notice thereof by Employer to Employee.
If Employee's  employment is terminated for Cause,  Employee will be paid Salary
to the date of such termination  notice and shall be paid Salary for all accrued
but unused  personal,  vacation,  and sick days (less all amounts required to be
withheld  or  deducted  there  from and all  undisputed  amounts  owed or due by
Employee to Employer).

(b) If Employee  terminates his employment  with Employer other than as a result
of a Constructive  Discharge and, if during the term of this Agreement set forth
in  Section  1  Employer  has not  materially  breached  any  provision  of this
Agreement,  Employee  will be paid only Salary as has been earned to the date of
termination  and for all accrued but unused  personal,  vacation,  and sick days
(less all amounts required to be withheld or deducted there from and all amounts
owed or due by Employee to Employer).

(c) If no other  provision in this Section 8 is applicable and if this Agreement
terminates  pursuant  to the  expiration  of the term set  forth in  Section  1,
subject to Section 8(b), Employee will be paid only Salary as has been earned to
the date of termination and for all accrued but unused personal,  vacation,  and
sick days (less all amounts  required to be withheld or deducted  there from and
all amounts owed or due by Employee to Employer) or such longer  period as he is
entitled pursuant to the provisions of Section 8(b) and/or Section 9.

(d) If Employee dies or is disabled, as determined by his physician,  so that he
is  unable to work for six  consecutive  months  during  the term  hereof,  this
Agreement will  terminate,  and Employer will (i) pay to the estate of Employee,
or Employee,  as the case may be, the Salary which would otherwise be payable to
Employee up to the end of the month in which his death or such six-month  period
occurs and for all accrued but unused  personal,  vacation,  and sick days (less
all amounts  required to be withheld or deducted there from and all amounts owed
or due by Employee  to  Employer),  and (ii)  provide to  Employee's  dependents
(including  spouse) and to  Employee,  in the case of such a  disability,  for a
period of at least two years  after  Employee's  death or  disability  and at no
charge to such  dependents  or  Employee,  health and  accident  insurance  with
coverage no less than the  coverage  available  during  such time to  Employer's
senior executive officers. Notwithstanding the foregoing, Employer's obligations
under this Section  shall be reduced by the amounts  obtained by Employee  under
any applicable disability insurance policy.

(e) If this  Agreement or the  employment of Employee is  terminated,  except as
otherwise  specifically  set forth  herein,  Employee  will not be  obligated to
mitigate  his  damages  nor  the  amount  of any  payment  provided  for in this
Agreement by seeking  other  employment  or  otherwise,  and the  acceptance  of
employment  elsewhere  after  termination  shall in no way  reduce the amount of
Salary due hereunder.

(f) For the purposes of this  Agreement,  "Cause" shall mean that Employee shall
have committed:

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(i) an intentional  material act of fraud or embezzlement in connection with his
duties or in the course of his employment with Employer;

(ii) an intentional wrongful material damage to property of Employer;

(iii) an  intentional  wrongful  disclosure  of  material  secret  processes  or
material  confidential  information  of  Employer;  or (iv) an  intentional  and
continued  failure  to  perform  his  duties as  Executive  President  and Chief
Executive  Officer (other than any such failure resulting from incapacity due to
physical  injury or illness or mental illness as such is provided for in Section
9).

For  purposes  of this  Agreement,  no act or  failure  to act,  on the  part of
Employee,  shall be deemed  "intentional" unless done, or omitted to be done, by
the  Employee  in bad faith and  without  reasonable  belief  that his action or
omission was in the best interest of the Employer.

(g) For the purposes of this Agreement,  "Constructive Discharge" means a change
in office,  title,  or position from that  reasonably  associated  with being an
Executive  President  and Chief  Executive  Officer,  other than a promotion;  a
change in  reporting of Employee to any person other than the Board of Directors
of Employer;  a required relocation to a location in excess of thirty (30) miles
of  Employer's  current  principal  location;   a  reduced  Salary;  a  material
diminution in  responsibilities;  or any other material breach of this Agreement
by Employer.

(i) The  provisions  of this  Section 8 shall  survive the  termination  of this
Agreement.

9.   Disability.  If Employee is unable to perform his assigned duties by reason
of illness,  injury,  or  incapacity  (other than as a result of abuse of drugs,
alcohol,  or other  substances),  he will be entitled to receive such disability
benefits as are provided by Employer's  disability policies for its other senior
executive officers.

10.  Binding Nature.
(a)  Employer  will require any  successor  and any  corporation  or other legal
person,  which is in  control  of such  successor  (as  "control"  is defined in
Regulation  230.405 or any successor  rule or regulation  promulgated  under the
Securities Act of 1933, as amended) to all or substantially  all of the business
and/or assets of Employer (by purchase, merger, consolidation, or otherwise), by
agreement  in  form  and  substance  reasonably  satisfactory  to  Employee,  to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same  extent  that  Employer  would be  required  to  perform  it if no such
succession had taken place.  Failure of Employer to obtain such agreement  prior
to the  effectiveness  of any such  succession will be a material breach of this
Agreement by Employer.  Notwithstanding the foregoing, any such assumption shall
not, in any way,  affect or limit the liability of the Employer  under the terms
of this  Agreement or release the Employer from any  obligations  hereunder.  As
used in this Agreement,  "Employer" shall mean Employer as hereinbefore  defined
and any successor to its business  and/or all or part of its assets as aforesaid
which  executes and delivers  the  agreement  provided for in this Section 11 or
which otherwise  becomes bound by all the terms and provisions of this Agreement
by operation of law.

(b) This  Agreement  and all the rights of Employee  under this  Agreement  will
inure to the benefit of and will be enforceable by Employee's  personal or legal
representatives,  executors,  administrators,  successors,  heirs, devisees, and
legatees.

(c) Except as set forth above,  neither this  Agreement,  nor any of the rights,
interests or  obligations  hereunder  shall be assigned by either party  hereto,
whether by operation of law or otherwise,  without the prior written  consent of
the other party, nor is this Agreement  intended to confer upon any other person
other than the parties hereto any rights or remedies hereunder.

11. Severability.  If any provision of this Agreement is declared or found to be
illegal,  unenforceable, or void, in whole or in part, then both parties will be
relieved of all obligations arising under such provision, but only to the extent
of the portion of the provision  which is illegal,  unenforceable,  or void. The
intent and  agreement of the parties to this  Agreement  is that this  Agreement
will  be  deemed  amended  by  modifying  and/or  reforming  any  such  illegal,
unenforceable,  or void  provision to the extent  necessary to make it legal and
enforceable  while  preserving  its  intent,  or if  such  is not  possible,  by
substituting  there for another  provision  which is legal and  enforceable  and
achieves the same objectives. Notwithstanding the foregoing, if the remainder of
this  Agreement  will not be  affected  by such  declaration  or finding  and is
capable of substantial performance,  then each provision not so affected will be
enforced to the extent permitted by law.

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12.  Waiver.  No delay or omission by either party to this Agreement to exercise
any right or power  under this  Agreement  will impair such right or power or be
construed  as a waiver  thereof.  A waiver  by  either  of the  parties  to this
Agreement  of any of the  covenants  to be  performed by the other or any breach
thereof will not be construed to be a waiver of any succeeding breach thereof or
of any other covenant contained in this Agreement.  All remedies provided for in
this  Agreement  will be  cumulative  and in  addition to and not in lieu of any
other remedies  available to either party at law, in equity,  or otherwise.

13.  Governing  Law.  This  Agreement  will  be  governed  by and  construed  in
accordance  with the laws of the  State of Texas  without  giving  effect to any
principle of conflict-of-laws  which would require the application of the law of
any other  jurisdiction.  All parties  hereto hereby  irrevocably  submit to the
nonexclusive  jurisdiction of the state and federal courts of the State of Texas
and  agree  and  consent  that  service  of  process  may be made upon it in any
proceeding  arising out of this  Agreement  by service of process as provided by
Texas  law.  All  parties  hereto  agree  that the venue for any and all  suits,
actions or  proceedings  arising out of or relating to this  Agreement  shall be
brought solely in a Court of competent  jurisdiction  sitting in Dallas,  Dallas
County, Texas.

All parties hereto hereby  irrevocably waive, to the fullest extent permitted by
law, any objection  which such party may now or hereafter  have to the laying of
venue of any suit,  action or  proceeding  arising  out of or  relating  to this
Agreement brought in the District Court of Dallas County,  State of Texas, or in
the United States District Court for the Northern  District of Texas, and hereby
further  irrevocably  waive any claims that any such suit,  action or proceeding
brought in any such court has been brought in an inconvenient forum.

14.  Notices.   For   purposes  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  when  delivered  or  mailed by United  States
registered  mail,  return  receipt  requested,  postage  prepaid,  addressed  as
follows:

If to Employee: Bruce Caldwell PO Box 421503 Dallas, Texas 75342

If to  Employer:  EssxSport  Corp.  Attention:  Board Of Directors PO Box 421503
Dallas,  Texas 75342 or to such other address as either party may have furnished
to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.

15.  Attorneys'  Fees. If any arbitration or civil action,  whether at law or in
equity, is necessary to enforce or interpret any of the terms of this Agreement,
the  prevailing  party will be entitled to  reasonable  attorneys'  fees,  court
costs,  and other  reasonable  expenses of litigation,  in addition to any other
relief to which such party may be entitled.

16.  Counterparts.  This Agreement may be executed in several counterparts, each
of which  shall be  deemed  to be an  original  but all of which  together  will
constitute one and the same instrument.

17.  Entire Agreement. This Agreement and the Severance Agreement constitute the
entire  agreement  between the  parties to this  Agreement  with  respect to the
subject matter of this Agreement and there are no  understandings  or agreements
relative  to this  Agreement  which are not fully  expressed  in this  Agreement
(other than the Severance  Agreement).  All prior agreements between the parties
with respect to the subject  matter of this  Agreement  whether oral or written,
are expressly superseded by this Agreement.  No change,  waiver, or discharge of
this  Agreement  will be valid unless in writing and signed by the party against
which such change,  waiver,  or discharge  is to be enforced.  In addition,  the
parties hereto  expressly  acknowledge and agree that no other agreement nor any
breach of or  default  under  any  other  agreement  (other  than the  Severance
Agreement)  shall have any effect on the rights and  obligations  of the parties
hereto, including,  without limitation,  under any employment or other agreement
between Employee and EssxSport Corp.

IN WITNESS  WHEREOF,  the parties of this  Agreement have executed and delivered
this Agreement on the date first above written.

EMPLOYER: EssxSport Corp.


Secretary /s/ Spencer Eubank

EMPLOYEE: /s/ Bruce Caldwell

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