EXHIBIT 10.1

EMPLOYMENT AGREEMENT

AGREEMENT,  made  this  January 30, 1998  between  SAFE
TECHNOLOGIES INTERNATIONAL, INC, a Delaware Corporation, with offices at 249 
Peruvian Ave., Palm Beach, Florida, 33480 (hereinafter called "SFAD") and 
Barbara L. TOLLEY, residing in Palm Beach, Florida (hereinafter called 
"TOLLEY").

WITNESSETH:

WHEREAS, TOLLEY desires to be employed by SFAD as its President and Chief 
Executive Officer, and

WHEREAS, SFAD acknowledges TOLLEY's importance to its future growth and 
profitability because of TOLLEY's knowledge and business acumen in the 
communications and marketing industries and general management, and SFAD 
desires to engage TOLLEY as its President and Chief Executive Officer:

NOW THEREFORE, in consideration of the premises and mutual covenants herein 
set forth and made to be performed by the parties hereto, it is covenanted and 
agreed to as follows;

1.  Employment. SFAD hereby agrees to employ TOLLEY as President and Chief 
Executive Officer of SFAD and TOLLEY agrees to serve SFAD in the capacity in 
accordance with the terms and conditions set forth herein

2.  Term Of Employment The term of this Agreement shall be for a period of two 
(2) years commencing on January 30, 1998 and ending on January 30, 2000 
("Term"), unless terminated sooner in accordance with the provision of Section 
7 below. This Term may be renewed for an additional one (1) year, at the 
Option of TOLLEY.

3.  Duties and Responsibilities As President and Chief Executive Officer, 
TOLLEY shall have responsibility, subject to the direction of the Board of 
Direction of SFAD1 for the business and affairs of SFAD. Employee shall at 
times faithfully, industriously and to the best of Employee's ability, 
experience and talents perform all of the duties that may be required of and 
from Employee pursuant to the express and implicit terms hereof, to the 
reasonable satisfaction of Corporation. Such duties shall be rendered at such 
place or places which the interests, needs, business or opportunity of 
Corporation
shall require.

Employee agrees to devote all of Employee's time and energy to Employee's 
duties and responsibilities as set forth herein. Employee shall not render 
personal services to or for any person, firm or corporation or other 
organization for compensation other than Corporation except that Employee may 
partake in part-time or occasional work outside the scope of responsibility of 
Employee under this Agreement so long as such part-time or occasional work 
does not interfere with the time Employee spends working on behalf of the 
Corporation or affects the quality of Employee's work to corporation.

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The Employee shall not at any time either during the term hereof or 
thereafter, or after termination Ir' any manner either directly or indirectly, 
divulge, disclose or communicate to any person, firm or corporation in any 
manner Whatsoever any information, other than public reported information, 
concerning any matters affecting or relating to the business of the 
Corporation, Including, but without limiting the generality of the foregoing, 
any of its customers, its budget or finances, its manner of operation, its 
plans, processes research material and findings, new software developments, 
new technologies, or other information concerning the business of the 
Corporation, its customers, and its subsidiaries. - Without regard to whether 
all of the foregoing matters will be deemed confidential, material or 
important, the parties to this Agreement hereby stipulate that the foregoing 
matters are confidential1 material and important and gravely affect the 
successful conduct of the business of the Corporation, and the Corporation's 
goodwill and professional reputation and that any breach of the terms of this 
paragraph shall be a material breach of this Agreement. Employee shall require 
of others under Employee's direction and or supervision the same standards of 
non-disclosure.

Employee acknowledges and agrees that the Board of Directors shall have the 
right to request testing for the presence of illegal substances upon ~ 
determination by the Corporation, in the Corporation's sole and exclusive 
discretion, that Employee's behavior or judgment is impaired.

4  Compensation and Benefits.

  a. Salary. SAFD shall pay to TOLLEY a salary in accordance with the 
following schedule, less such payroll deductions as $FAD may be required by 
law to make or as may be authorized by TOLLEY.

  (i).  Employer covenants and agrees that, in consideration of the services 
performed hereunder. for the Term of Year One and Year Two, SFAD Corporation 
will pay to Employee a monthly salary of $10,000.,
payable in all cash1 or half cash/half stock, or partial accrual, at the 
Option of TOLLEY. In the event that TOLLEY elects to exercise the Employment 
Option for one additional year, Year Three, Corporation will pay to Employee a 
monthly salary of $15,000 per month.  In addition to the foregoing, 
Corporation shall provide those additional benefits as set forth in Section 4.

  (ii) In the event that TOLLEY would be terminated by the Corporation's Board 
of Directors, at any time during the term of this Employment Agreement, with 
or without cause1 Corporation will pay to TOLLEY a Termination Severance 
Payment in a cash amount of $300,000, to be paid upon Termination.

All payments due under Subsection (1) shall be made twice each month beginning
January 30, 1998, upon execution of this Agreement.

  b. Performance Bonus. In addition to the salary granted under Subsection (a) 
above, TOLLEY shall receive a cash bonus on an annual basis throughout the 
Term of Employment1 based on me SFAD annual net profits (pre tax) for the 
year. The bonus shall be calculated on a percentage of the net profits for the 
year: a percentage of fifteen (15) percent for annual net profits up to 
$500,000; a percentage of ten (10) percent for annual net profits from 
$500,000 to $2,000,000; over $2, 000.000 to be negotiated.

All or any portion of a cash bonus so determined to be due and owing to TOLLEY 
shall be paid to TOLLEY within five (5) days following SFAD's receipt of the 
accountant's written  determination at year end.

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  c. Other Benefits. SFAD shall also provide to TOLLEY the following 
employment benefits.

  (i)   A one-time sign on bonus of $10,000 payable in one lump sum to TOLLEY 
on or before December 31 1997.

  (ii)  An automobile allowance equal to Five Hundred Fifty Dollars ($550.00) 
per month, commencing on January 30, 1998 or a company furnished car of equal 
lease.

  (iii) Medical insurance, dental insurance, D&O Liability Insurance and life 
insurance will be fully paid by the company upon programs being established by 
SFAD.

  (iv)  Payment of monthly reasonable expenses incurred by TOLLEY in 
connection with operating her home office in Palm Beach, Florida (i.e. 
telephone, fax machine, supplies, computer equipment, etc.); and

  (v)   Payment of monthly necessary expenses Incurred by TOLLEY In connection 
with the use of a Mobile and Automobile Telephones

  (vi)  Payment of membership fees, club dues and charges for the Company's or 
TOLLEY's membership in any association which TOLLEY shall join throughout the 
Term for the purpose of advancing the interests of SFAD, and with prior 
approval of the Board of Directors.

  (vii) TOLLEY shall be entitled to an annual vacation of Six (6) weeks. 
Vacation time shall be scheduled (or accrued) at those times most convenient 
to the Corporation's business.


5.  Performance of TOLLEY. Employee hereby accepts employment with Corporation 
on the terms and conditions herein set forth and agrees that during the period 
of active employment, as defined above, Employee shall devote Employee's full 
time and attention to the rendition of the enumerated services on behalf of 
Corporation and to the furtherance of Corporation's best interests. Employee 
agrees that, In the rendition of such services and in all aspects of the 
employment. Employee shall comply with the policies, standards and regulations 
of the Corporation from time to time established, provided that such policies, 
standards and regulations shall not violate the law or ethics.

6.  Location. TOLLEY shall not be required to perform any services which would 
necessitate moving her residence from Palm Beach County, Florida. If a move 
with TOLLEY'S approval, is required in the future, all relocation expenses 
will be paid by SFAD.

If any move or relocation out of the United States would be deemed advisable 
by the Board of Directors1 and with TOLLEY's approval, all moving and housing 
expenses in the foreign country would be paid by SFAD for the Term.

<PAGE>


7.  Termination. This Agreement may be terminated by a majority Vote of the 
Corporation's Board of Directors at any time during the term of Employment 
Agreement for cause. Notwithstanding such termination, Employee shall be 
entitled to receive a Termination Severance Payment of $300,000., to be paid 
upon Termination. The date on which termination is deemed to have occurred 
pursuant to this section is hereinafter referred to as the Date of 
Termination.

If Termination is made by TOLLEY a Termination Severance Payment of $300,000., 
will be paid by SFAD upon the Date of Termination.

a).  For the Purpose of this section, "cause" shall mean:

(i)    If Employee is convicted by a court of competent and final jurisdiction 
of any crime (whether or not involving Employer) which constitutes a felony in 
the jurisdiction involved;

(ii)   If Employee commits any act of fraud1 embezzlement or similar conduct
against or shall breach a fiduciary obligation to Employer,

(iii)  if Employee unreasonably fails or refuses to perform in any material
respect any of Employee's duties and responsibilities as required by this
Agreement.

(iv)   It the Employee shall tail or refuse to comply with the policies, 
standards and regulations of the Corporation from time to time established; or

(v)    In the event the Employee shall tail and refuse to diligently Perform 
or comply with the conditions of this Agreement and Employee's unusual and 
customary duties; or 

(vi)   After receipt of urinalysis or a blood test, upon the determination by 
the Corporation that Employee is unfit to perform Employee's services, duties 
and responsibilities; or

(vii)  Upon request by the Corporation, failure by Employee to submit to 
urinalysis or a blood test for the purpose of determining the presence of 
illegal substances.

(viii) The determination by the Board of Directors that TOLLEY shall have been 
unable to substantially perform her duties hereunder by reason of illness, 
accident or other physical or mental disability for a continuous period of at 
least six (6) months or an aggregate of nine (9) months during any continuous 
twelve (12) month period ('Disability').

8.  Death. In the event of Employee's death during the term of Employee's 
employment, this Agreement shall terminate as to the date of death. Employee's 
beneficiary or estate shall be entitled to receive Termination Severance 
Payment of $300,000.

9.  Confidentiality. TOLLEY shall maintain the confidentiality of SFAD's trade 
secrets and all confidential information pertaining to the operations and 
business affairs of SFAD. TOLLEY agrees that she shall not1 during the Term 
disclose any such confidential information to any person, firm, corporation, 
association or other entity, for any reason or purpose whatsoever.

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10. Covenant Not to Compete. For and in consideration of sums of money to be 
paid by SFAD pursuant to the terms hereof, TOLLEY consents and agrees that she 
will not at any time during the Term, directly or indirectly, on her own 
behalf or as a partner officer, director, employee, consultant, member of the 
board of directors or board of trustees of any person, firm corporation 
association, entity or otherwise, engage in any business or any activity which 
competes with the business or activities of SFAD or its subsidiaries or 
affiliated companies..

11. Sale. Consolidation or Merger of SFAD. In the event of any consolidation 
or merger of SFAD into or with another firm or corporation or the sale Of all 
or substantially all of the assets of SFAD to another firm or corporation, the 
acquiring firm or corporation shall assume this Agreement and become obligated 
to perform all the terms and conditions herein set forth to be performed on 
the part of $FAD, and TOLLEY'S obligations hereunder shall continue in favor 
of such acquiring firm or corporation.

12. Bank Accounts. Any and all bank accounts of SFAD shall require the
signature of TOLLEY, during her Term of Employment. During periods of TOLLEY'S
absence, one additional officer of SFAD will be an authorized signature to 
withdraw funds from any such account during those periods. SFAD shall adopt a 
resolution to effect the foregoing, arid additionally define TOLLEY'S 
authority for expenditures and other financial authority.

13. Notice. Any and all notices required or permitted to be given under the 
terms of this Agreement shall be sufficient if in writing and forwarded to the 
parties hereto at the addresses set forth herein, prepaid certified mail as 
follows:

If to TOLLEY:
  Barbara L. Tolley
  Palm Beach, Florida

With copy to:
  Michael Posner, Esquire
  Gooney, Ward, Leseher & Damon
  4420 Beacon Circle
  West Palm Beach, Florida 33407

If to SFAD;	Safe Technologies International, Inc.
  Charles N. Martus
  249 Peruvian Ave.
 Palm Beach Florida, 33480

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14. Assignment and Successors n Interest. To the extent that the obligations 
provided for herein required the personal performance of TOLLEY, TOLLEY'S 
right and interest and obligations as provided herein may be assigned with 
approval of SFAD Except as otherwise provided in the immediately preceding 
sentence of this Section 13, all right, privileges and obligations of the 
parties hereto shall inure to the benefit of and be binding upon their 
respective successors, assigns, heirs, executors, administrators and estates.

15. Modifications of Agreement This Agreement contains the entire Agreement 
between the parities and supersedes any and all other Agreements written or 
0ra1 expressed or implied, pertaining to the subject matter thereof It may not 
be changed orally, but only by written Instrument signed by the party against 
whom enforcement of any waiver, change, modification or discharge is sought

16. Law Governing. This Agreement shall be construed and governed in all 
respects in accordance with the laws of the State of Florida.



    IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date and year first above set forth.


SAFE TECHNOLOGIES INTERNATIONAL, INC


By:
/s/ Charles Martus
------------------------------
Charles Martus, Director


By:
/s/ Barbara L. Tolley
------------------------------
Barbara Tolley, CEO & Chairman