Exhibit 10.31

                          MASTER DISTRIBUTION AGREEMENT

                                     between

                               eSAFETYWORLD, Inc.
                             (a Nevada corporation)
                                 as Transferor,

                                       and

                             BLUE MARBLE WORLD, INC.
                             (a Nevada corporation)
                                  as Transferee

                               [          ], 2001




                      SEPARATION AND DISTRIBUTION AGREEMENT

     SEPARATION AND DISTRIBUTION  AGREEMENT (this "Agreement") made effective as
of the [ ] day of [ ], 2001 (the "Effective Date") by and between  eSAFETYWORLD,
Inc., a Nevada  corporation  ("Transferor"),  and Blue Marble  World,  Inc..,  a
Nevada  corporation  ("Transferee").  Transferor  and  Transferee  are sometimes
individually  referred  to as a  "Party"  and  collectively  referred  to as the
"Parties."

     WHEREAS, Transferee is a wholly-owned subsidiary of Transferor;

     WHEREAS,  Transferee  and  Transferor  are in diverse  businesses  and have
determined that it is in the best interests of the future development of each of
their businesses if they were operated as separate entities;

     WHEREAS,  in order to effect the separation of the  businesses,  Transferor
has  determined to distribute  as a dividend to the public  shareholders  of its
common stock  6,000,000  shares of the capital  stock that  Transferor  holds in
Transferee; and

          NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
promises  and  covenants  made  in  this  Agreement  and in  reliance  upon  the
representations   and  warranties  made  in  this   Agreement,   Transferor  and
Transferee, intending to be legally bound, hereby agree as follows:


<PAGE>


                               DEFINITIONS ARTICLE

      As used in this Agreement,  the following terms, when  capitalized,  shall
have the  respective  meanings  set  forth  in this  Definition  Article.  Other
capitalized  terms used in this  Agreement are defined  elsewhere in the text of
this Agreement.

     1. "Contract" shall mean any contract,  agreement,  lease,  license,  sales
order,  purchase  order,  instrument or other  commitment that is binding on any
Person or any part of its property under applicable law.

     2. "Separation Date" means the Effective Date of this Agreement.


                   ARTICLE REGARDING DISTRIBUTION AND SPIN-OFF

     The Parties understand and agree that:

     1. It is in the best  interests of the future  development of each of their
respective  businesses  if the  business  of  Transferor  and  the  business  of
Transferor were operated as independent, separate businesses;

     2. The business of  Transferor  and the business of Transferor be separated
pursuant to a spin-off by Transferor of Transferor's  business, all as described
in this Agreement;

     3. Each  public  stockholder  of  Transferor  will  receive  two  shares of
Transferee's common stock for every share of Transferor's common stock held (the
"Dividend");

     4. The record  date for the  distribution  will be the close of business on
______, 2001; and

     5. No fractional shares of Transferee's common stock will be distributed.

                                    ARTICLE I

                     TRANSFER OF ASSETS; ASSUMED OBLIGATIONS

     1.1 TRANSFER OF ASSETS.

        (a)  Transferred  Assets.  Upon the terms and subject to the  conditions
contained  in this  Agreement,  on the Closing Date  (defined in Section  2.1(a)
below),  Transferor  will  assign,  transfer  and  deliver  to  Transferee,  and
Transferee  will accept from  Transferor all of  Transferor's  right,  title and
interest in and to all of the properties and assets, tangible



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and intangible,  of every kind, nature and description (other than cash and cash
equivalents),  wherever  located,  owned or held by  Transferor  (in whole or in
part) on the  Closing  Date and used  solely  in  connection  with  Transferor's
business (hereinafter sometimes collectively referred to as the "Assets").  Such
Assets  shall  include and  consist of all assets set forth on the  Transferee's
balance sheet attached hereto as Exhibit 1.

        (b) Excluded Assets.  Notwithstanding  anything in this Agreement to the
contrary, Assets shall not include Transferee's cash or cash equivalents.

     1.2 ASSUMED OBLIGATIONS. Transferee shall assume all of the liabilities set
forth on the Balance  Sheet  included as Exhibit 1 including a liability  due to
eSAFETYWORLD of _____.  The liability to eSAFETYWORLD  shall be paid from 50% of
the proceeds of any capital infusion  received from any source subsequent to the
spinoff.  If the balance due to  eSAFETYWORLD  is not repaid in full by June 30,
2002, the remaining unpaid balance shall be paid, without interest,  in 12 equal
monthly installments commencing on July 31, 2002. If Transferee is unable to pay
the balance by July 31, 2003, the unpaid balance may, at Transferor's option, be
converted into shares of Transferee's common stock at a price per share equal to
the  closing  average  bid  price of such  shares  during  the  first 20 days of
trading, If Transferor converts its obligation at any point after July 31, 2003,
it shall have demand  registration  rights with  respect to the shares  received
upon conversion. Transferee shall pay all registration costs.

     1.3 PAYMENT OF PURCHASE  PRICE.  The purchase price for the Assets shall be
the  assumption of all of the  liabilities  incurred by Transferor in connection
with the Business or with respect to the Assets (other than the Excluded Assets,
as defined in Section 1.1(b), above) of every kind, nature and description,  and
the issuance of the Dividend.

                                   ARTICLE II
                             CLOSING; ABSOLUTE SALE

     2.1 CLOSING.

        (a)  Time  and  Place.  Subject  to the  fulfillment  of the  conditions
precedent set forth in Article X, below, the  transactions  contemplated by this
Agreement  shall be  consummated  and closed (the  "Closing")  at the offices of
eSAFETYWORLD,  Inc., 80 Orville Drive, Bohemia, NY 11961 at 10:00 a.m. (New York
City time) on ______,  2001 (the "Closing Date").  The Closing may occur at such
later or  earlier  time or such  other  place  as the  Parties  hereto  agree in
writing.

        (b) Delivery of Instruments. At the Closing:

        (i) Transferor's Closing Documents.  Transferor will deliver or cause to
be

<PAGE>

delivered to Transferee  the following  documents  (collectively  referred to as
"Transferor's Closing Documents"):

     (1) Bill of Sale

     (2) Assignment of Rights

     (3) Resolutions of Transferor.  A true and complete copy of the resolutions
of Transferor by which the execution, delivery and performance of this Agreement
and Transferor's  Closing Documents were authorized,  and a list of Transferor's
officers (and their titles)  incumbent as of the date hereof,  each certified by
the Secretary of Transferor as of the date hereof,  and all other  certificates,
consents,  approvals and documentary  evidence, if any, required to be delivered
pursuant to this Agreement; and

     (ii) Transferee's Closing Documents. Transferee will deliver or cause to be
delivered to Transferor  the following  documents  (collectively  referred to as
"Transferee's Closing Documents"):

        (1) Assumption and Acceptance.

        (2) Resolutions of  Transferee's  Board. A true and complete copy of the
resolutions of Transferee's Board of Directors by which the execution,  delivery
and  performance  of this  Agreement and  Transferee's  Closing  Documents  were
authorized,  certified by the Secretary or Assistant  Secretary of Transferee as
of the  date  hereof,  and  all  other  certificates,  consents,  approvals  and
documentary  evidence,  if  any,  required  to be  delivered  pursuant  to  this
Agreement.

                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES BY TRANSFEROR

      Transferor  hereby  represents,  warrants and covenants to Transferee with
respect to Transferor or the Business, as the case may be, that:

     3.1  ORGANIZATION  AND GOOD  STANDING.  Transferor  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada,  and has the power and  authority  to own the Assets and to conduct  the
Business as such business is being conducted as at the Closing Date.  Transferor
is duly  qualified  to do business  and is in good  standing in the states where
necessary to operate the Business.

     3.2  AUTHORIZATION;  COMPLIANCE WITH OTHER INSTRUMENTS AND LAW.  Transferor
has full power and  authority  to enter  into this  Agreement  and  Transferor's
Closing  Documents,  to  consummate  the  transactions  contemplated  hereby and
thereby and to perform their  respective  obligations  hereunder and thereunder.
The execution,  delivery of and  performance of this Agreement and  Transferor's
Closing


<PAGE>


Documents  and the  consummation  of the  transactions  contemplated  hereby and
thereby have been duly authorized by all necessary  corporate action on the part
of Transferor. This Agreement has been duly executed and delivered by Transferor
and is a valid and binding  obligation of Transferor  enforceable  in accordance
with their respective terms,  except as enforcement may be limited by the effect
of all applicable bankruptcy, fraudulent conveyance, reorganization, insolvency,
moratorium  or similar laws at any time  generally in effect with respect to the
enforcement  of  creditors'  rights,  and  by  the  principles  of  equity.  The
execution,  delivery  of and  performance  of this  Agreement  and  Transferor's
Closing  Documents  will not  result  in a  violation  of any  provision  of the
Articles of  Organization  of  Transferor  or of any  provision  of any material
agreement or  instrument  of  Transferor  (including,  without  limitation,  its
bylaws) or to which  Transferor is a party or by which  Transferor or the Assets
is bound, or of any law, regulation,  judgment,  order or decree of any court or
governmental  authority to which Transferor is a party or by which Transferor or
the Assets is bound or to which it is subject.  All necessary  authorizations of
the  transactions  contemplated  by this  Agreement  required  to be obtained by
Transferor from any federal,  state, local or foreign government or agency shall
have been  obtained  prior to the  Closing,  and any filings,  notifications  or
disclosures  required by law or by regulation of such government or agency shall
have been made in such form as is acceptable  as filed or as may be amended.  No
approval  of   shareholders  of  Transferor  is  required  by  the  Articles  of
Organization of Transferor in connection with the  transactions  contemplated by
this Agreement.

     3.3 TAX MATTERS.  Except for current  period taxes or  assessments  not yet
payable,  as of the date hereof there are no tax,  including social security and
withholding tax,  obligation of Transferor which constitutes,  or may thereafter
constitute, a lien on the Assets, and, if such lien exists or arises, it will be
discharged  promptly  by  Transferor.  Transferor  has not  received a notice of
proceedings  or other action  pending for the purpose of assessing or collecting
additional  taxes of any kind from  Transferor  for any period for which returns
have been filed by  Transferor,  the  result of which if  adverse to  Transferor
would  constitute  a lien on the Assets  and,  if such lien  arises,  it will be
discharged promptly by Transferor.

     3.4 LITIGATION AND OTHER CLAIMS.

     (A) PENDING AND THREATENED LITIGATION. Except as set forth in Exhibit 2, as
of the date  hereof  there are no actions,  suits,  claims  (including  products
liability  claims) or  proceedings  (a) pending or, (b) to the best knowledge of
Transferor,  threatened,  before any foreign, federal, state, municipal or other
governmental  court,  department,  commission,  board,  bureau,  agency, body or
instrumentality  against  Transferor or affiliate of Transferor or affecting the
Assets, at law or in equity,  which, if determined adversely to Transferor,  net
of  insurance,  would  have a  material  adverse  effect  on the  Assets  or the
Business.  Transferor  is not a party to or  subject  to the  provisions  of any
written order, writ,  injunction,  decree or judgment with respect to the Assets
of any court or foreign,  federal,  state,  municipal or other  governmental  or
administrative  body,  department,  commission,  board,  bureau,  any securities
exchange or other agency or instrumentality.

<PAGE>


     (B) LITIGATION  WITH RESPECT TO THIS  AGREEMENT.  Transferor is not a party
to, nor, has it been  threatened  with,  any litigation or proceeding or written
claim which seeks to restrain or prohibit the transactions  contemplated by this
Agreement.

     (C)  GOVERNMENTAL   NOTICE  OF  VIOLATION  IN  RESPECT  OF  THE  AGREEMENT.
Transferor  has  not  received  from  any  federal,   state,  local  or  foreign
governmental  agency or authority  notice that  consummation of the transactions
contemplated  by this Agreement  would  constitute a violation of any applicable
law, regulation or ordinance.

     3.5  COMPLIANCE  WITH LAWS.  Transferor has not received any written notice
asserting any noncompliance by it with, nor to Transferor's  knowledge, is there
any basis for any assertion  that, it is not in material  compliance  with,  any
applicable  law (including  environmental  laws),  statute,  rule or regulation,
federal,  state or local, or any agency thereof,  having  jurisdiction  over it,
which  non-compliance  relates to the  Assets or to  Transferor's  ownership  or
possession of the Assets.

     3.6 FINDER'S FEE.  Transferor  has not incurred any  obligation of any kind
whatsoever to any party for any broker's or finder's fee in connection  with the
transactions contemplated by this Agreement.

     3.7  INTELLECTUAL  PROPERTY.  Except as listed on  Exhibit  3, there are no
trade names, patents,  trademarks or copyrights, and no applications to register
any of the foregoing,  owned or licensed by Transferor and used by Transferor as
of the date hereof and material to the conduct of the Business.  Transferor  has
not received  any actual  notice or claim from any third party that it infringes
upon or  conflicts  with the  property  right of any third  party,  and,  to the
knowledge of  Transferor,  no third party  infringes any  intellectual  property
rights of Transferor.

     3.8 EMPLOYMENT CONTRACTS AND OTHER PLANS. Except as disclosed on Exhibit 4,
Transferor  does not have any  obligation  with  respect to any  fringe  benefit
arrangement,  any deferred  compensation  plan,  bonus plan,  stock option plan,
employee  stock   purchase  plan,   incentive   compensation   plan,   executive
compensation plan, agreement, arrangement, or commitment to provide compensation
which is not an ERISA  Plan  (other  than  normal  payroll  policies  concerning
holidays,  vacations,  and compensation  continuation  during short absences for
illness, approved or legally mandated leaves of absences, or for other reasons).

     3.9 DISCLOSURE.  No  representation or statement made by Transferor in this
Article  III, nor any  representation  or statement  made by  Transferor  in any
schedule  with  respect  thereto,  contains,  as of the date  hereof  any untrue
statement of a material  fact,  or omits to state a material  fact  necessary to
make the statements  therein not false or misleading,  which untrue statement or
omission  could have a  materially  adverse  effect on the Assets or the Assumed
Obligations after the Closing Date.


<PAGE>


     3.10 EFFECTIVE DATE OF REPRESENTATIONS AND WARRANTIES.  The representations
and warranties contained in this Article III are true in all respects as made on
the date hereof. The  representations  and warranties  contained in this Article
III  will  be true  in all  material  respects  on the  Closing  Date as if made
thereon.

     3.11 WARRANTY  DISCLAIMER.  EXCEPT FOR THE  REPRESENTATIONS  AND WARRANTIES
EXPRESSLY SET FORTH IN THIS ARTICLE III,  TRANSFEROR MAKES NO  REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE BUSINESS OR
ANY OF ITS  ASSETS,  ASSUMED  OBLIGATIONS  OR  OPERATIONS,  OR THE  TRANSACTIONS
CONTEMPLATED HEREBY,  INCLUDING ANY IMPLIED REPRESENTATION OR WARRANTY AS TO THE
CONDITION,  MERCHANTABILITY,  SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
THE ASSETS,  AND  TRANSFEROR  EXPRESSLY  DISCLAIMS  ANY SUCH  REPRESENTATION  OR
WARRANTY.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES BY TRANSFEREE

Transferee hereby represents, warrants and covenants to Transferor that:

     4.1  ORGANIZATION  AND GOOD  STANDING.  Transferee  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Nevada. On the Closing Date,  Transferee will have full corporate  authority and
power to own the Assets.

     4.2  AUTHORIZATION;  COMPLIANCE WITH OTHER INSTRUMENTS AND LAW.  Transferee
has full power and  authority  to enter into this  Agreement,  and  Transferee's
Closing  Documents,  to  consummate  the  transactions  contemplated  hereby and
thereby and to perform its obligations hereunder and thereunder.  The execution,
delivery of and performance of this Agreement and Transferee's Closing Documents
and the  consummation of the transactions  contemplated  hereby and thereby have
been duly  authorized by all necessary  action on the part of  Transferee.  This
Agreement has been duly executed and delivered by Transferee  and is a valid and
binding obligation of Transferee enforceable in accordance with their respective
terms,  except as  enforcement  may be limited  by the effect of all  applicable
bankruptcy,  fraudulent conveyance,  reorganization,  insolvency,  moratorium or
similar laws at any time generally in effect with respect to the  enforcement of
creditors' rights, and by the principles of equity. The execution,  delivery and
performance of this Agreement, the Ancillary Agreements and Transferee's Closing
Documents will not result in a violation of the Certificate of  Incorporation or
By-laws  of  Transferee  or of  any  provision  of  any  material  agreement  or
instrument  of  Transferee  or to  which  Transferee  is a party  or of any law,
regulation,  judgment, order or decree of any court or governmental authority to
which  Transferee  is a party or by which  Transferee is bound or to which it is
subject. All necessary  authorizations of the transactions  contemplated by this
Agreement required to be


<PAGE>


obtained by Transferee from any federal,  state,  local or foreign government or
agency  shall  have  been  obtained  prior  to the  Closing,  and  any  filings,
notifications or disclosures required by law or by regulation of such government
or agency shall have been made in such form as is  acceptable as filed or as may
be amended.  No approval of the  stockholders  of  Transferee is required by the
Certificate  of  Incorporation  or By-laws of Transferee in connection  with the
transactions contemplated by this Agreement.

     4.3 LITIGATION AND OTHER CLAIMS.

     (A) PENDING AND THREATENED LITIGATION.  There are no actions, suits, claims
(including  products  liability  claims) or proceedings  pending or, to the best
knowledge  of  Transferee,  threatened,  before  any  foreign,  federal,  state,
municipal or other governmental court,  department,  commission,  board, bureau,
agency,  body or  instrumentality  against  Transferee  or affecting  any of its
property  or assets at law or in  equity,  which,  if  determined  adversely  to
Transferee,  net of  insurance,  would  have a  material  adverse  effect on the
performance by Transferee of its obligations under or pursuant to this Agreement
or Transferee's Closing Documents.

     (B) LITIGATION WITH RESPECT TO THE AGREEMENT. Transferee is not a party to,
nor,  to its best  knowledge,  has it been  threatened  with any  litigation  or
proceeding which seeks to restrain or prohibit the transactions  contemplated by
this Agreement.

     (C)  GOVERNMENTAL   NOTICE  OF  VIOLATION  IN  RESPECT  OF  THE  AGREEMENT.
Transferee  has  not  received  from  any  federal,   state,  local  or  foreign
governmental  agency or authority  notice that  consummation of the transactions
contemplated  by this Agreement  would  constitute a violation of any applicable
law, regulation or ordinance.

     4.4 FINDER'S FEE.  Transferee  has not incurred any  obligation of any kind
whatsoever to any party for any broker's or finder's fee in connection  with the
transactions contemplated by this Agreement.

     4.5  DISCLOSURE.  No  representation  or statement  made by  Transferee  in
Article IV of this Agreement contains as of the date hereof any untrue statement
of a material  fact,  or omits to state a material  fact  necessary  to make the
statements therein not misleading.

     4.6 EFFECTIVE DATE OF REPRESENTATIONS  AND WARRANTIES.  The representations
and warranties contained in this Article IV are true on the date hereof and will
be true on the Closing Date as if made thereon.


<PAGE>

                                    ARTICLE V
                                   ARBITRATION

     5.1 ARBITRATION.  This Agreement, and all transactions contemplated hereby,
shall be governed by,  construed and enforced in accordance with the laws of the
State of New York.  Any  controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be resolved 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  arbitration  results from or arises out of this
Agreement or the performance  thereof or litigation to enforce any award entered
therein,  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 the event of any such claim or controversy,  no action
shall  be  entertained  by said  arbitration  if  initiated  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.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.1 BINDING EFFECT.  Except as otherwise provided in this Section 6.1, this
Agreement  shall be binding upon and inure to the benefit of the Parties  hereto
and their respective successors and permitted assigns.

     6.2 NO ASSIGNMENT.  Except as expressly  provided in this  Agreement,  this
Agreement  may not be assigned by either Party hereto  without the prior written
consent of the other Party.  Any  attempted or  purported  assignment  by either
Party,  other than in accordance  with this Section 6.2,  shall be null and void
and of no force or effect.

     6.3   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute one and the same  instrument.  This Agreement may be
delivered by delivery of facsimile signatures.

     6.4  INVALIDITY.  In the  event  that  any one or  more  of the  provisions
contained  in this  Agreement,  or in any other  instrument  referred to herein,
shall,  for any reason,  be held to be invalid,  illegal or unenforceable in any
respect,  such invalidity,  illegality or unenforceability  shall not affect any
other provision of this Agreement or any other such instrument, except that this
Agreement  shall not be  reformed  in any way if such  reformation  will deny to
either Party the  essential  benefits of this  Agreement,  unless the  benefited
Party  waives in  writing  its right to such  benefits.  In the event  that such
reformation  is not  undertaken  as provided  herein,  the  Parties  shall place
themselves as closely as  practicable  in the positions they were in immediately
prior to the Closing Date.

<PAGE>


     6.5 SURVIVAL. The representations,  warranties,  indemnities and agreements
of the Parties to this  Agreement  shall survive the Closing for a period of one
(1) year.  The period of  limitations  set forth  above  shall be in lieu of all
statutes of limitations otherwise applicable having a duration of more than that
period.

     6.6  NOTICES.  All  notices  required  to be given  under the terms of this
Agreement or which either of the Parties  desires to give hereunder  shall be in
writing and  personally  delivered or sent by  certified  mail,  return  receipt
requested, addressed as follows:

     (a) IF TO TRANSFEREE:

              Blue Marble World, Inc.
              80 Orville Drive
              Bohemia, New York 11716
              Attention: President

     (b) IF TO TRANSFEROR:

              eSAFETYWORLD, Inc.
              80 Orville Drive
              Bohemia, New York 11716
              Attention: Chairman

      Any  Party may  designate  a change in  address  at any time upon  written
notice to the other Party.

     6.7 NO THIRD-PARTY BENEFICIARIES.  Notwithstanding anything to the contrary
contained  in this  Agreement,  no  provision  of this  Agreement is intended to
benefit any person other than the signatories hereto or their permitted assigns,
nor shall any such provision be enforceable by any such other person.

     6.8  EXHIBITS.  The  Exhibits  referred  to  herein  form  a part  of  this
Agreement, and are hereby incorporated herein by this reference.

     6.9 ENTIRE AGREEMENT;  AMENDMENTS;  HEADINGS;  WAIVERS, ETC. This Agreement
and the  Schedules  hereto  contain the entire  agreement  of the  Parties  with
respect to the subject  matter  hereof and supersede  all prior  agreements  and
understandings, either oral or written, between the Parties with respect to such
subject matter. No understandings,  representations or warranties made or agreed
to by either  Party prior to or  contemporaneously  with the  execution  of this
Agreement,  except  understandings,  representations and warranties contained in
Transferor's or  Transferee's  Closing  Documents,  shall be binding upon either
Party or shall otherwise affect this Agreement,  and no amendment,  modification
or waiver of any provision of this Agreement or either Party's Closing Documents
will be binding unless in writing and

<PAGE>


signed by  authorized  representatives  of both  Parties.  The  headings in this
Agreement,  its Exhibits and Transferee's and Transferor's Closing Documents are
for  convenience  of  reference  only and  shall not  constitute  a part of this
Agreement or of such Schedules or Closing Documents.  No failure or delay on the
part of any Party  hereto in the  exercise of any right  hereunder  shall impair
such right or be construed to be a waiver of, or acquiescence  in, any breach of
any  representation,  warranty  or  agreement  herein,  nor shall any  single or
partial exercise of any such right preclude other or further exercise thereof or
of any other right..  Disclosures made by Transferor in this Agreement or in any
Exhibit  hereto in  respect  of any  covenant,  representation  or  warranty  of
Transferor  shall be deemed to have been made with equal  force and effect  with
respect to every other relevant  covenant,  representation  and warranty made by
Transferor and in each relevant  Exhibit  hereto.  References to Sections are to
Sections  in  this  Agreement  and  in  each  case  include  references  to  all
subsections under the referenced  Section.  Words denoting the singular tense or
person shall  include the plural and vice versa and  references to the masculine
gender  shall,  where the context  permits,  include the feminine  and/or neuter
genders and vice versa. The words "including,"  "includes," "include" as used in
this Agreement mean, respectively,  "including,  without limitation," "includes,
without  limitation,"  and "include,  without  limitation."  The words "hereof,"
"herein"  and  "hereunder"  and  words  of  similar  import  shall  refer to all
applicable  provisions of this  Agreement and not to any  particular  provision.
This Agreement is the result of negotiation and, accordingly,  no presumption or
burden of proof will arise with  respect to any  ambiguity or question of intent
concerning this Agreement favoring or disfavoring any Party to this Agreement by
virtue of the authorship of any provision of this  Agreement.  All references to
statutory provisions shall include all amendments and reenactments thereof.

     6.10 CONFIDENTIALITY.

     (a) CONFIDENTIAL  INFORMATION.  Each Party (the "Holding Party") shall hold
the  "Confidential  Information"  of the other  Party  (the  "Owning  Party") in
confidence and will not disclose Confidential Information of the Owning Party to
any other person,  except as required by court or governmental  order or use the
Confidential  Information  for any purpose  other than  internal  administrative
purposes.  "Confidential  Information"  shall mean  confidential and proprietary
technological  and business  information,  including  marketing,  financial  and
customer information,  whether or not in writing.  Confidential Information does
not include  information  which (i) can clearly be  demonstrated to have been in
the  possession of the Holding Party at the time  Confidential  Information  was
disclosed to it,  provided that,  such  information was not known by the Holding
Party  to be  subject  to  another  confidentiality  agreement  or  under  other
obligations of secrecy,  or (ii) becomes generally available to the public other
than as a result  of a  disclosure  by the  Holding  Party or its  employees  or
agents,  or (iii) becomes  available to the Holding Party on a  non-confidential
basis from a source other than the Owning Party,  provided that,  such source is
not  known by you to be  bound by a  confidentiality  agreement  with,  or other
obligations  of  secrecy  to, the Owning  Party or  another  party,  or (iv) can
clearly be demonstrated to have been developed by the Holding



<PAGE>

Party  independent  of the  Confidential  Information,  or (v) the Owning  Party
consents in writing may be disclosed by the Holding Party.

     (b) OWNERSHIP OF CONFIDENTIAL INFORMATION.  All Confidential Information is
and shall  remain the property of the Party that owned it  immediately  prior to
the Spin-off.

     (c)  LIMITED  LICENSE.  Nothing in this  Agreement  shall be deemed to be a
grant by the Owning  Party of any  express or implied  license  under any of the
Owning Party's Confidential Information.

     (d) RELIEF FOR BREACH.  In the event of breach of any of the obligations of
the Holding Party under this Agreement, the Owning Party shall have the right to
have such obligation specifically enforced by a court of competent jurisdiction,
including,  without  limitation,  the right to entry of  restraining  orders and
injunctions, whether preliminary,  mandatory, temporary, or permanent, against a
violation,  threatened  or  actual,  and  whether  or not  continuing,  of  such
obligation, without the necessity of showing any particular injury or damage, it
being  acknowledged  and agreed that any such breach or threatened  breach would
cause  irreparable  injury to the Owning Party and that money  damages would not
provide an adequate  remedy.  In  addition,  the Owning  Party may pursue  other
rights and remedies that may be available to it under this Agreement,  at law or
in equity in the event of any such violation, and any right or remedy so pursued
shall be  independent  of any other  right or  remedy,  and all such  rights and
remedies  shall be  severally  enforceable.  In the event that the Owning  Party
commences  legal action or seeks legal advice to enforce the  obligations of the
Holding Party under this  Agreement,  the Holding Party shall be responsible for
all costs of such action and advice, including,  without limitation,  reasonable
attorneys'  fees.  The Holding Party hereby  irrevocably  consent that any legal
action  against it arising out of or in any matter  relating to this Section may
be brought in any federal  court in New York or, if any such court lacks subject
matter  jurisdiction,  in any State  Court in New York.  By your  execution  and
delivery  of this  Agreement,  each Party  hereby  irrevocably  consents  to the
jurisdiction  of such courts and waives any defense based upon  improper  venue,
inconvenient venue or forum or lack of jurisdiction.

     6.11 INDEMNIFICATION

          INDEMNITY.  The parties mutually agree to indemnify and hold the other
          harmless against all liabilities, claims, causes of action, costs, and
          expenses   arising   out  of   (i)   any   breach   of   warranty   or
          misrepresentation  by an offending party, or its nonperformance of any
          covenant   or   obligation   under  this   Agreement,   and  (ii)  any
          misrepresentation or omission in any document or other paper delivered
          by the offending party under this Agreement.

<PAGE>


     6.12 SHARING INFORMATION

          SHARING  INFORMATION.  The parties  agree to make certain  information
          available to each other, at no cost to the requesting  party,  for the
          following   purposes,   unless  the  sharing  would  be   commercially
          detrimental:

     (a)  MAINTAIN   RECORDS.   Each  party  shall  maintain  adequate  internal
accounting to allow the other party to satisfy its own reporting obligations and
prepare its own financial statements.

     (b) RETAIN  RECORDS.  Each party will retain records that may be beneficial
to the other party for a specified  period of time.  If the records are going to
be destroyed,  the destroying  party will give the other party an opportunity to
retrieve all relevant information from the records.

     (c)  PROVIDE  PERSONNEL.  Each party will do its best to provide  the other
party with personnel, directors, officers or agents who may be used as witnesses
in legal proceedings.


<PAGE>


                              *********************

      IN WITNESS  WHEREOF,  the Parties  hereto have caused this Agreement to be
executed by their duly authorized officers or representatives in the presence of
the designated witnesses on the date first above written.


                                eSAFETYWORLD, INC.

                                By:
                                   ------------------------------

                                Name:
                                     ----------------------------

                                Title:
                                      ---------------------------

                                Date:
                                     ----------------------------



                                BLUE MARBLE WORLD, INC.

                                By:
                                   ------------------------------

                                Name:
                                     ----------------------------

                                Title:
                                      ---------------------------

                                Date:
                                     ----------------------------