EXHIBIT 10.1


                                EMPLOYMENT OFFER

         THIS EMPLOYMENT OFFER ("Offer") is extended as of the 22th day of
October 2004 between Schoolpop, Inc. ("Company"), a Delaware Corporation and
Jeffrey S. Benjamin ("Employee") with a first date of employment no later than
November 2, 2004 ("Start Date").



1.   DUTIES AND EXTENT OF SERVICES
     -----------------------------

     1.1  Efforts. Employee will devote full time, attention and energies to the
          business of the Company/

     1.2  Duties. Employee shall serve as Chief Financial Officer for the
          Company or any other such duties as are assigned to him by the
          Company. Employee shall report directly to Paul Robinson, CEO.

     1.3  Employee At-Will. All hiring and employment at Company is at will.
          Employee understand this offer is not an employment contract, nor can
          it be used to create one. Employment by Company has no specific term
          and may be terminated by the Employee or Company with or without
          notice. Employee acknowledges that Company has not made any promises
          or representations that differ from those contained in this document.

     1.4  Severance. If employee is terminated for any reason other than for
          cause the company will pay a 3 month severance at full salary. During
          the severance period options will continue to vest, and benefits will
          still be paid. In the event of an acquisition or change of control
          this clause will continue to be in affect.

     1.5  Relocation. Company will reimburse Employee for actual out of pocket
          moving and relocation expenses up to a maximum of $5,000.00 or the
          lowest of 3 moving company bids, whichever is highest. Proper receipts
          must be submitted for this reimbursement.

     1.6  Transition Expenses. Company will reimburse Employee for actual out of
          pocket expenses for a period of 3 months for actual out of pocket
          expenses related to airline transportation, hotel, and car rental not
          to exceed $2,000.00 per month for a maximum of $6,000.00 for the 3
          month transition period. In the event relocation to Georgia is not
          completed in 3 months, any further transition expenses will be the
          responsibility of the Employee. Company will reimburse for expenses
          for spouse to visit Atlanta for 2 trips during this 3 month
          transition. Proper receipts must be submitted for this reimbursement.

2.   COMPENSATION
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     2.1. Base Annual Salary. Employee shall receive an initial annual salary of
          one hundred and forty thousand dollars ($140,000), ($5,384.61) payable
          every two weeks on a Friday. In addition, an annual salary review will
          be schedule on the 1st year Anniversary date of employment.

     2.2. Executive Compensation Plan. The company agrees to put in place an
          Executive Compensation Plan that will include bonus and stock options
          for the senior mgmt team by February 5, 2005. The plan will be
          effective upon the company reaching profitability and it is understood
          that no bonuses will be paid until this time.

     2.3. Additional Compensation. Employee shall receive additional
          compensation and Performance Bonuses as deemed appropriated by the
          Company's Management and approved by the Board of Directors.

3.   BENEFITS
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     3.1. Retirement and Profit Sharing Plans. Employee is entitled to
          participate in Company retirement and profit sharing plans as made
          available to other employees of the Company.

          Health Care. The Company shall provide to Employee medical health
          coverage as made available to other employees of the Company, with the
          Company paying 90% of the monthly premium for the Employee and 50% of
          the monthly premium for Employee spouse and/or children, provided that
          spouse and/or children are not already covered under another insurance
          policy.

     3.2. Vacation. Employee shall be entitled to annual paid vacation as made
          available to other employees of the Company. For the first year of
          employment, vacation shall accrue at 1 day per month. After the fifth
          year of employment, vacation shall accrue at 1 & 1/2 day per month.

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4.   STOCK
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     4.1. Stock Options. Employee shall be granted an option to purchase
          1,500,000 shares at an exercise price of .14 per share. Such stock
          options will be subject to the terms of the Employee Stock Option Plan
          and shall vest at a rate of 25% after the first year and 6.25% per
          quarter thereafter for a period of 3 years. In the event of an
          acquisition or merger that involves a change of control, all options
          vest immediately.

          Additional Stock Options. Employee shall be eligible to receive
          additional Company Stock Options as deemed appropriate by the
          Company's Management and approved by the Company Board of Directors.

5.   DEDUCTIONS AND EXPENSES.
     ------------------------

     5.1. Deductions. Deductions shall be made from the total compensation and
          any bonuses paid to the Employee for withholding tax and other such
          taxes as may from time to time be required by governmental authority.

     5.2. Expenses. Company will reimburse Employee for any expenses incurred
          for furthering the Company's business. Such expenses may include
          reasonable customer entertainment, travel, business equipment and
          similar items.

6.   CONFIDENTIALITY OF PROPRIETARY INFORMATION.
     -------------------------------------------

     6.1. Employee acknowledges that, in and as a result of his employment, he
          will be making use of, acquiring and/or adding to confidential or
          proprietary information developed by Company and of a special and
          unique nature and value to Company, including, but not limited to
          trade secrets, business opportunities and proposals, products,
          methods, systems and research, the names and addresses of customers
          and suppliers, prices charged and paid the Company or its customers,
          designs and specifications, customer files and records, services,
          operating procedures, salaries and financial records of the Company
          and customers (collectively, the "Confidential Information").

     6.2. Employee agrees not to reveal Confidential Information to any person,
          firm, corporation, or entity at any time either during or after the
          Employee's employment. If at any time Confidential Information becomes
          public knowledge by some means other than through the employee,
          employee's obligation to keep that Confidential Information
          confidential terminates.

     6.3. Should Employee reveal this information, the Company shall be entitled
          to an injunction restraining the Employee from disclosing same, or
          from rendering any services to any entity to whom said information has
          been or is threatened to be disclosed. The right to secure an
          injunction is not exclusive, and the Company may pursue any other
          remedies it has against the Employee for a breach of this condition.


SCHOOLPOP, INC.                              JEFFREY S. BENJAMIN


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By:    Paul Robinson, CEO                    By: Jeffrey S. Benjamin
       Schoolpop, Inc.

Dated: 10/22/2004                            Dated:
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