Exhibit 10.37

                              CONSULTING AGREEMENT



     AGREEMENT  made this 15th day of June,  2001, by and between CH Associates,
LLC., a consulting firm domiciled in the State of Michigan  hereinafter referred
to as the "Consultant", and eSAFETYWORLD, Inc. whose principal place of business
is located at in Bohemia, New York hereinafter referred to as "Company."

     WHEREAS,  the Company  desires to engage the services of the  Consultant to
perform  consulting  services  for  the  Company  regarding  as  an  independent
contractor and not as an employee; and

     WHEREAS,  Consultant  desires to consult with the Board of  Directors,  the
officers of the Company, and the administrative  staff, and to undertake for the
Company consultation as to the direction of certain functions in said management
of;

     NOW, THEREFORE, it is agreed as follows:

1.   Term. The respective  duties and  obligations  of the  contracting  parties
     shall be for a period  of five  years  commencing  on June 15,  2001.  This
     Agreement  shall  automatically  renew  for  an  additional  year  at  each
     anniversary  date, unless either party gives sixty (60) days written notice
     to the other party of his intent not to renew for an additional period.

2.   Consultations.  Consultant  shall be available to consult with the Board of
     Directors, the officers of the Company, and the heads of the administrative
     staff,  at  reasonable  times,   concerning   matters   pertaining  to  the
     organization  of the  administrative  staff,  the  fiscal  policies  of the
     Company,  the  relationship  of the Company with its  employees or with any
     organization  representing  its employees,  and, in general,  the important
     problems  of concern in the  business  affairs of the  Company.  Consultant
     shall not  represent the Company,  its Board of Directors,  its officers or
     any other members of the Company in any transactions or communications  nor
     shall Consultant make claim to do so.

3.   Liability.  With regard to the services to be  performed by the  Consultant
     pursuant to the terms of this agreement, the Consultant shall not be liable
     to  the  Company,  or to  anyone  who  may  claim  any  right  due  to  any
     relationship with the

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     Corporation,  for any acts or omissions in the  performance  of services on
     the part of the Consultant or on the part of the agents or employees of the
     Consultant, except when said acts or omissions of the Consultant are due to
     willful  misconduct  or  gross  negligence.  The  Company  shall  hold  the
     Consultant  free  and  harmless  from  any  obligations,   costs,   claims,
     judgments,  attorneys' fees, and attachments arising from or growing out of
     the  services  rendered  to the  Company  pursuant  to the  terms  of  this
     agreement or in any way connected  with the  rendering of services,  except
     when the same shall arise due to the willful misconduct or gross negligence
     of the  Consultant  and the  Consultant is adjudged to be guilty of willful
     misconduct or gross negligence by a court of competent jurisdiction.

4.   Compensation.  The Consultant shall receive  compensation  from the Company
     for the performance of the services to rendered to the Company  pursuant to
     the terms of the  agreement of not less than  $100,000 per annum payable in
     biweekly  instalments.   In  addition,  the  Company  shall  reimburse  the
     Consultant  for any  reasonable  out of  pocket  expenses  incurred  by the
     Consultant  pursuant to the terms of this  agreement.  Consultant  shall be
     paid a bonus or success fee, as determined by the Board of Directors or the
     Compensation  Committee thereof,  for strategic  acquisitions or mergers in
     which Consultant participates. Claire Heil shall perform all work on behalf
     of the Consultant and will receive no other  compensation in her role as an
     officer of the Company.

5.   Arbitration.  Any  controversy  or claim arising out of or relating to this
     contract,  or the  breach  thereof,  shall be  settled  by  arbitration  in
     accordance  of the  rules  of the  American  Arbitration  Association,  and
     judgment upon the award rendered by the  arbitrator(s)  shall be entered in
     any court having jurisdiction thereof. For that purpose, the parties hereto
     consent to the  jurisdiction  and venue of an appropriate  court located in
     Suffolk  County,  State of New York. In the event that  litigation  results
     from or  arises  out of this  Agreement  or the  performance  thereof,  the
     parties agree to reimburse the  prevailing  party's  reasonable  attorney's
     fees,  court costs,  and all other expenses,  whether or not taxable by the
     court as costs,  in  addition to any other  relief to which the  prevailing
     party may be entitled.  In such event,  no action shall be  entertained  by
     said court or any court of  competent  jurisdiction  if filed more than one
     year  subsequent  to the date  the  cause(s)  of  action  actually  accrued
     regardless of whether damages were otherwise as of said time calculable.


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     IN WITNESS  WHEREOF,  the parties have hereunto  executed this Agreement on
the 15th day of June, 2001.


eSAFETYWORLD, Inc.




By:
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CH Associates, LLC




By:
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