EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT (the  "Agreement") is effective the 23rd day of
September,  2000,  by  and  between  Diversified  Product  Inspections  Inc.,  a
corporation  with  offices  at 3 East  Main  Street  Oak  Ridge  TN  37830  (the
"Employer")  and Dean Madden  residing at 1439  Crestwood Dr Louisville TN 37777
(the "Employee").

                                   WITNESSETH:

     WHEREAS, Employer desires to engage the services of Employee upon the terms
set forth herein; and

     WHEREAS,  Employee  desires to be employed by Employer and to appropriately
memorialize the terms and conditions of such employment.

     NOW  THEREFORE,  in  consideration  of the mutual  promises,  covenants and
conditions contained herein and for other good and valuable  consideration,  the
receipt and  adequacy  of which is hereby  acknowledged,  the  parties  agree as
follows:

1. BASIC EMPLOYMENT PROVISIONS

     (a)  Employment  and  Term.  Employer  hereby  agrees  to  employ  Employee
     (hereinafter referred to as the "Employment") as Chief Financial Officer of
     Employer (the "Position") and Employee agrees to be employed by Employer in
     such  Position  for a period of (1) year  ending on the 1st day of October,
     2001 (the "Termination Date"), unless terminated earlier as provided herein
     (the "Employment Period").

     (b) Duties.  Employee in the Position  will be subject to the direction and
     supervision  of the Board of  Directors  (the  "Board") and will have those
     duties and responsibilities  that are assigned to him during his Employment
     Period by the Board  consistent with the position,  provided that the Board
     will not assign any greater duties or responsibilities to the Employee than
     are necessary for the Employee's  faithful and adequate  performance of the
     duties and  responsibilities  assigned.  The parties expressly  acknowledge
     that the Employee will devote all of Employee's business time and attention
     to the transaction of the Employer's business as is reasonably necessary to
     discharge Employee's responsibilities hereunder. Employee agrees to perform
     faithfully the duties assigned to the best of Employee's ability.

2.    COMPENSATION

     (a) During the  Employment  Period,  Employer  will  provide to Employee as
     basic  compensation for the services to be rendered by Employee  hereunder.
     The initial amount of such basic compensation will be Seventy Five Thousand
     shares of DPI,INC.  common stock  (75,000.00 ) per year. Such  compensation
     will be

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     reviewed as  appropriate  by the Board of the Employer and may be increased
     in the Board's sole discretion based upon the performance of the Employee.

     Said stock will be issued and held by Don  Mintmire,  Esq in escrow  with a
     equal amount to be earned per month by employee. The stock will be released
     to the employee at the end of this agreement. ( October 1,2001)

During the Employment Period, Employee may be eligible to receive any additional
salary,  bonus or other  compensations  as may be determined in the Board's sole
discretion.




3. TERMINATION

     (a) Death or Disability.  This Agreement will terminate  automatically upon
     the  death  or  total  disability  of  Employee.  For the  purpose  of this
     Agreement,  "total  disability" will be deemed to have occurred if Employee
     will have been  unable to  perform  the  assigned  duties  due to mental or
     physical incapacity for a period of three (3) consecutive months or for any
     sixty (60) working days out of a six (6) month consecutive period.

     (b) Cause.  Employer may  terminate  the  employment o Employee  under this
     Agreement  for Cause.  For the purpose of this  Agreement,  "cause" will be
     deemed to be any felony convictions,  fraud,  dishonesty,  competition with
     Employer,   unauthorized   use  of  any  of  Employer's  trade  secrets  or
     confidential  information,  or  failure  to  properly  perform  the  duties
     assigned to Employee, in the reasonable judgment of Employer.

     (c)  Without  Cause.  Except in the case of change of  control  as  defined
     herein, in which case  subparagraph (d) will apply,  Employer may terminate
     the  employment of Employee  under this  Agreement  with written  notice to
     Employee (the "W/C Notice").

     (d) Change of Control.  Upon change of control of  Employer,  Employer  may
     terminate this  Agreement.  For the purpose of this  Agreement,  "change of
     control"  will mean a change in the  control of  Employer  of a nature that
     would be  required to be reported in response to (1) Item 1 of Form 8K; (2)
     Item 5(f) of  Schedule  14A of  Regulation  14A;  or (3) any other  rule of
     regulation as promulgated by the Securities and Exchange Commission.

     (e) Voluntary Termination by Employee. Employee ma terminate this Agreement
     with six (6) month written notice to Employer (the "V/T Notice").

4. COMPENSATION UPON TERMINATION

     (a) Death or Disability. If the Employment Period is terminated pursuant to
     the provisions of Section 3(a) above, the following will be payable:

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          (1) In the case of death, no further  compensation  will be payable to
          Employee,  except that Employee's  estate,  heir or beneficiaries,  as
          applicable,  will be  entitled,  to receive  Employee's  then  current
          compensation  for the  lesser  (i) three (3)  months  from the date of
          death or (ii) for the balance of the Employment Period.

          (2) In the case of disability, no further compensation will be payable
          to Employee, except that Employee will be entitled, in addition to any
          other  benefits  specifically  provided to Employee  under any benefit
          plan, to receive  Employee's then current  compensation for the lesser
          of (i) three (3) months  from the date of the  disability  or (ii) for
          the balance of the Employment Period.

     (b)  Termination  for  Cause.  If the  Employment  of  Employee  under this
     Agreement is  terminated  for cause  pursuant to the  provisions of Section
     3(b) above, no further compensation will be paid to Employee after the date
     of termination and all benefits will cease at that time.

     (c)  Termination  Without  Cause.  If the  Employment o Employee under this
     Agreement is  terminated  pursuant to Section 3(c) above,  Employee will be
     entitled  to continue  to receive  from  Employer  the then  current  basic
     compensation  hereunder for a period of one year (1) years from the date of
     the W/C  Notice,  such  amount to be paid in  accordance  with the  payroll
     practices of Employer.

     (d)  Termination  due to Change of Control.  If the  Employment of Employee
     under this Agreement is terminated pursuant to Section 3(d) above,

          (1) in the event that  Employer's  new  management  offers  Employee a
          position,  Employee  will  have  thirty  (30)  days  from the date the
          position  is offered  to decide  where to accept or not.  If  Employee
          accepts,  this Agreement will be terminated and all compensation  will
          be in accordance with the new agreement.  If the Employee  rejects the
          offered  position,  Employee will be entitled to receive  within sixty
          (60) days from the date of change of control,  a lump sum equal to the
          Employee's  then  current  compensation  for the  greater  of (i) (24)
          months or (ii) for the balance of the Employment  Period,  and further
          will be  entitled  to receive the  benefits  to which  Employee  would
          otherwise  be entitled  pursuant to Section  2(c) above the greater of
          (i)  twelve  (12)  months or (ii) for the  balance  of the  Employment
          period from the date of the change of control;

          (2) in the  event  that the  Employe s new  management  does not offer
          Employee a position, Employee will be entitled to receive within sixty
          (60) days from the date of change of control,  a lump sum equal to the
          Employee's  then current salary for the greater of (i) thirty six (12)
          months or (ii) for the balance of the Employment ; and


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          (3) upon a change of control of the Employer, all warrants outstanding
          will vest and employee  will have one hundred and eighty (180) days to
          exercise said warrants.

(e)  Termination  Due to  Voluntary  Termination  by  Employee.  If the Employee
voluntarily  terminates the Employee's  Employment pursuant to the provisions of
Section  3(e) above,  Employee  will be  entitled  to receive  the then  current
compensation  of Employee for the greater of (i) six (6) months from the date of
the V/T  Notice or (ii) for the period  from the date of the V/T Notice  through
the last day on which Employee remains in the Position.

5.       EXPENSE REIMBURSEMENT

         Upon  submission  of  properly   documented  expense  account  reports,
Employer  will  reimburse  Employee  for all  reasonable  business,  travel  and
entertainment expenses incurred by Employee in the course of his Employment with
Employer.

6.       ASSIGNMENT

         This  Agreement and all of the  provisions  hereof will be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and  permitted  assigns,  but  neither  this  Agreement  nor any of the  rights,
interests  or  obligations  hereunder  will be  assigned  by any of the  parties
hereto,  except that this Agreement all of the provisions hereof may be assigned
by  Employer  to any  successor  to all or  substantially  all of its assets (by
merger or  otherwise)  and may  otherwise  be  assigned  upon the prior  written
consent of Employee.

7.       CONFIDENTIAL INFORMATION

     (a) Non-Disclosure.  During the Employment Period o at any time thereafter,
     irrespective  of the  time,  manner  or  cause of the  termination  of this
     Agreement,  Employee  will not  directly  or  indirectly  reveal,  divulge,
     disclose  or  communicate  to any person or entity,  other than  authorized
     officers,   directors  and  employees  of  the  Employer,   in  any  manner
     whatsoever,  any  Confidential  Information  (as  hereinafter  defined)  of
     Employer without the prior written consent of the Board.

     (b)  Definition.   As  used  herein,   "Confidential   Information"   means
     information  disclosed  to or known by  Employee  as a direct  or  indirect
     consequence of or through the  Employment  about Employer or its respective
     businesses,  products and  practices,  which  information  is not generally
     known in the  business in which  Employer  is or may be  engaged.  However,
     Confidential  Information  will not  include  under any  circumstances  any
     information with respect to the foregoing matters which is (i) available to
     the public from a source other than  Employee,  (ii) released in writing by
     Employer to the public or to persons who are not under a similar obligation
     of  confidentiality  to Employer and who are not parties to this Agreement,
     (iii)  obtained  by  Employee  from a  third  party  not  under  a  similar
     obligation of confidentiality to Employer, (iv) required to be disclosed by
     any  court  process  or any  government  or  agency  or  department  of any
     government, or (v) the subject of a written waiver executed by Employer for
     the benefit of Employee.

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     (c) Return of Property.  Upon termination of the Employment,  Employee will
     surrender  to Employer  all  Confidential  information,  including  without
     limitation,  all lists, charts, files, disks, tapes, programs,  program and
     system manuals and documentation, schedules, reports, financial statements,
     books and records of the Employer,  and all copies  thereof,  and all other
     property  belonging to the Employer will be accorded  reasonable  access to
     such Confidential  Information  subsequent to the Employment Period for any
     proper purpose as determined in the reasonable judgment of Employer.

8.       AGREEMENT NOT TO COMPETE

(a) Employee agrees:

     (a) To give the Board six (6) month's  written  advance notice of voluntary
     termination  of  Employment   with  Employer.   Such  notice  will  include
     Employee's future employment or self-employment intentions,  identification
     of the  prospective  employer  and the  general  nature of the  prospective
     employment or self-employment,  if known. Employer will continue to pay the
     then current salary to Employee in accordance with paragraph 4(e) above.

     (2) To  participate  in an exit  interview  conducted  by a  member  of the
     personnel department of Employer and/or by a representative of Employer, at
     the time of or prior to the termination of Employment with Employer.

     (3) That for two (2) years  following the  termination  of the  Employment,
     Employee will promptly notify Employer of any change in the  identification
     of   Employee's   employer  or  the  nature  of  such   employment   or  of
     self-employment.

     (4) Subject to the conditions hereinafter stated, Employee will not, within
     two (2) years of  leaving  the  employ of  Employer,  engage or enter  into
     employment  by,  or  into  self-employment  or  gainful  occupation  as,  a
     Competing  Business (as hereinafter  defined) or act directly or indirectly
     as an advisor,  consultant,  sales agent, as defined herein or broker for a
     Competing Business.  As used herein,  "Competing Business" means a business
     that is engaged in the manufacture,  sale or other disposition of a product
     or service or has under  development a product or service that is in direct
     competition   with  a  product  or  service,   whether  existing  or  under
     development,  of the Employer. Employee acknowledges that Employer does not
     have  an  adequate  remedy  at law  in the  event  Employee  violates  this
     provision and, therefore,  Employee agrees that, in such an event, Employer
     will be entitled to seek  equitable  relief,  including but not limited to,
     injunctive  relieve and to withhold all payments due to Employee  hereunder
     pending a judicial  determination  of whether  Employee has  violated  this
     Agreement.


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(b) Employer further agrees:

          (1)  That  within   fifteen  (15)   business   days  after   receiving
          identification  of  the  prospective  employer,   the  nature  of  the
          employment or self-employment  pursuant to Paragraph 8(a)(1) above, or
          any change therein pursuant to Paragraph 8(a)(3) above,  Employer will
          advise Employee as to whether such employment  constitutes a Competing
          Business as defined in Paragraph 8(a)(4) above.

          (2) In the  event  Employer  advises  Employee  that  such  employment
          constitutes a Competing  Business,  Employee agrees not to accept such
          employment  offer  from a  prospective  Employer  or be  self-employed
          provided  Employer  forwards  to  Employee  at the  end of each of the
          twenty-four  (24) successive  calendar  months  following the month in
          which Employment by Employer  terminates,  a check in the amount equal
          to one-half  (1/2) of the monthly  salary of  Employee  (exclusive  of
          extra compensation of any kind) as of the Termination Date.  Provided,
          however,  that all payments due under this Paragraph  8(b)(2) will not
          be required  during any periods that  Employee is  receiving  payments
          under either Paragraphs 4(a) or 4(c).

          (c) The  provisions  of 8(a)(2) - 8(a)(4) and 8(b) will apply  whether
          the termination is voluntary or involuntary  and for whatever  reason.
          In addition, 8(a)(1) will apply in the case of a voluntary termination
          by Employee.

9.       WAIVER OF AGREEMENT NOT TO COMPETE

     The Employer,  based on the facts revealed to it by the Employee  regarding
the new employment and in its discretion upon written  notification to Employee,
may at any time  waive or elect  not to  enforce  the  provisions  of  Paragraph
8(a)(4),  in which  event  the  obligations  of  Paragraph  8(b)(2)  above  will
thereafter not apply.

10.      AGREEMENT NOT TO SOLICIT EMPLOYEES

     Employee  agrees  that,  for a  period  of  two  (2)  years  following  the
termination  of the  Employment  Period,  Employee  will  not,  on behalf of any
business, engage in a business competitive with Employer,  solicit or induce, or
in any manner attempt to solicit or induce,  either directly or indirectly,  any
key person  employed by, or any agent of Employer,  to terminate such employment
or agency, as the case may be, with Employer.  In the event of violation hereof,
Employer may terminate any payments due to Employee hereunder.

11.      NO VIOLATION

     Employee  hereby  represents  and warrants to Employer that the  execution,
delivery and performance of this Agreement or the passage of time, or both, will
not conflict  with,  result in a default,  right to accelerate or loss of rights
under any provision of any agreement or  understanding to which the Employee or,
to the best knowledge of Employee,  any of Employee's  affiliates are a party or
by which Employee,  or to the best knowledge of Employee,  Employee's affiliates
may be found or affected.

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         12.      CAPTIONS

     The  captions,  headings and  arrangements  used in this  Agreement are for
convenience  only and do not in any way affect,  limit or amplify the provisions
hereof.

13.      NOTICES

     All notices  required or permitted to be given hereunder will be in writing
and will be deemed  delivered,  whether or not actually  received,  two (2) days
after being deposited in the United States mail, postage prepaid,  registered or
certified mail, return receipt requested, addressed to the other address as such
party may designate by notice:

         Employer:         Diversifed Product Inspections, Inc
                           /s/ John Van Zyll
                           -----------------
                           -----------------

         Employee:         Dean Madden
                           /s/ Dean Madden
                           -----------------

14.      INVALID PROVISIONS

     If any  provision  of this  Agreement  is held to be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provisions  will be fully
severable, and this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part of this Agreement;
the remaining  provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal,  invalid or unenforceable  provision or
by its  severance  of this  Agreement In lieu of each such  illegal,  invalid or
unenforceable  provision,  there  will be  added  automatically  as part of this
Agreement,  a  provision  as  similar  in  terms  to such  illegal,  invalid  or
unenforceable provision as may be possible and be legal, valid and enforceable.

15.      ENTIRE AGREEMENT; AMENDMENTS

     This  Agreement  contains the entire  agreement of the parties  hereto with
respect to the subject  matter hereof and  supersedes  all prior  agreements and
understandings,  if any,  relating to the subject matter  hereof,  including the
Prior Agreement,  which is fully replaced hereby. This Agreement may be amended,
in  whole or in part  only,  by an  instrument  in  writing  setting  forth  the
particulars  of such  amendment  and duly  executed  by an officer  of  Employer
expressly authorized by the Board to do so and by Employee.

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16.      WAIVER

     No delay or  omission by any party  hereto to  exercise  any right or power
hereunder will impair such right or power to be construed as a waiver thereof. A
waiver by any of the parties  hereto of any of the  covenants to be performed by
any other party or any breach  thereof  will not be  construed to be a waiver of
any succeeding breach thereof or of any other covenant herein contained.  Except
as otherwise  expressly  set forth  herein,  all  remedies  provided for in this
Agreement  will be  cumulative  and in  addition to and not in lieu of any other
remedies available to any party at law, in equity or otherwise.

17.      COUNTERPARTS

     This Agreement may be executed in multiple counterparts, each of which will
constitute an original,  and all of which  together will  constitute one and the
same agreement.

18.      GOVERNING

     This Agreement will be construed and enforced  according to the laws of the
Tennessee

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




EMPLOYER:                                                EMPLOYEE:

Diversified Product Inspections, Inc                     Dean Madden

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

By: /s/ John Van Zyll                                    /s/ Dean Madden


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