EMPLOYMENT AGREEMENT


         THIS AGREEMENT is made and entered into this 31st day of December,
2001, by and between Business Continuity Services Group, Inc., having its
principal place of business in Bohemia, NY, hereinafter referred to as the
"Employer," and James F. Heil, hereinafter referred to as the "Employee."

1.       Employment. The Employer hereby  agrees to employ the  Employee  in the
         capacity of  president  of the Employer with  responsibilities  as
         determined  from time to time by the Board of Directors upon the terms
         and  conditions set out herein.

2.       Term. The term of this Agreement shall begin on the first day of the
         month following the date on which Employer has raised an aggregate
         cumulative total of $100,000 in debt and or equity financing, and shall
         terminate five years from such date. This Agreement shall automatically
         renew for an additional year on each contract anniversary date
         thereafter, unless either party gives sixty (60) days written notice to
         the other party of his intent not to renew for an additional period.

3.       Compensation. The Employer shall pay the Employee, as compensation for
         the services rendered by the Employee, an annual salary of $120,000 ,
         payable every two weeks. Salary payments shall be subject to
         withholding and other applicable taxes. Employer shall provide Employee
         with a medical insurance plan. If, at any time during the term of this
         agreement, the Employer has insufficient funds to pay Employee, the
         amount not paid will be accrued and paid to Employee when Employer has
         sufficient funds to do so.

4.       Expenses The Company will provide Employee with a suitable automobile
         or shall, in lieu of being furnished with a Company automobile, receive
         a monthly automobile allowance of not less than $350.00. The Company
         shall also reimburse Employee for all reasonable and necessary expenses
         incurred in carrying out his duties under this Agreement. Employee
         shall present to the Company from time to time an itemized account of
         such expenses in any form required by the Corporation. Such expenses
         shall be subject to review by the Audit Committee of the Board of
         Directors.

5.       Duties.  The Employee shall  perform,  for  the  Employer,  the  duties
         as  defined  by  the  Board  of Directors.



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6.       Extent of  Services. The Employee shall devote not less than 90 percent
         of his time, attention, and energies  to the  Employer's  business  and
         shall not, during the term of this  Agreement,  be engaged in any other
         business activity,  whether or not such  business  activity  is pursued
         for gain, profit, or other pecuniary advantage.  The  Employee  further
         agrees that he will perform all of the duties assigned to him to the
         best of his  ability and in a manner  satisfactory  to the  Employer,
         that he will truthfully and accurately  maintain all records,  preserve
         all such records,  and make all such reports as the  Employer  may
         require;  that he will  fully  account  for all money and all of the
         property  of the Employer  of which he may have  custody and will pay
         over and deliver the same whenever and however he may be directed to do
         so.

7.       Notices.  Any notice  required  or desired to be given  under this
         Agreement  shall be given in  writing, sent by certified  mail,  return
         receipt requested, to his residence in the case of the Employee,  or to
         its  principal place of business, in the case of the  Employer.

8.       Waiver of  Breach.  The waiver by the  employer  of a breach of any
         provision  of this  Agreement  by the Employee  shall not operate or be
         construed  as a waiver of any  subsequent  breach by the  Employee.  No
         waiver  shall be valid unless in writing and signed by the  Employer.

9.       Assignment.  The  Employee  acknowledges  that  the  services  to  be
         rendered by him are unique and personal.  Accordingly, the Employee may
         not assign any of his rights or delegate  any of his duties or
         obligations under this Agreement.  The rights  and  obligations  of the
         Employer under this  Agreement shall inure to the benefit  of and shall
         be binding upon the successors and assigns  of the Employer.

10.      Death during Employment. If the Employee dies during the term of
         employment, the Employer shall pay to the estate of the Employee one
         full month of compensation which would otherwise be payable to the
         Employee if the Employee were alive. In addition, the Employer shall
         allow the Estate of the Employee to maintain the ownership of any
         interest the Employee had in any and all distributorships.

11.      Vacations.  The Employee shall be entitled  each year to  vacation  and
         personal leave suitable and appropriate  to his  position.  During this
         time his  compensation shall be paid in full.

12.      Termination  by  Employee.   The  Employee  may  not  terminate  this
         Agreement   without  cause.  This Agreement  and the  employment of the
         Employee may be terminated by either party with stated cause upon 30
         days'  written  notice given by either  party to the other within 12
         months from the date of  commencement of employment  hereunder, or upon
         90 days' written notice with stated cause  thereafter.  Termination for
         cause shall include,  but not  necessarily be limited to (i) Employee's
         failure, refusal or inability to perform  satisfactorily  the  services
         required of him by the Board of Directors; (ii) Employee's commitment
         of an offense of moral  turpitude or offense  under  federal,  state or
         local laws;  and (iii) commission by Employee of an act of  disloyalty
         against the  Corporation  or the violation by Employee of any provision
         of this Agreement.

13.      Entire  Agreement.  This Agreement  contains the entire  understanding
         of the parties.  It may be changed only by an Agreement in writing,
         signed by the parties hereto.



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14.      Governing  Law.  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.  The parties  herein waive trial by
         jury and agree to submit to the  personal  jurisdiction  and venue of a
         court of subject matter jurisdiction 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.

15.      Indemnity. The Employer shall indemnify the Employee and hold him
         harmless for any acts or decisions made by him in good faith while
         performing services for the Employer and will use its best efforts to
         obtain coverage for the Employee under any insurance policy now in
         force or hereinafter obtained during the term of this Agreement
         covering the other officers, and/or employees of the Employer against
         lawsuits. Employer shall pay all expenses, including attorney's fees,
         actually and necessarily incurred by the Employee in connection with
         any appeal thereon, including the cost of court settlements.

16.      Working  Facilities.  The Employee  shall be provided such  facilities
         and services as are suitable to his position and appropriate for the
         performance of his  duties.

17.      Contractual Procedures. Unless specifically disallowed by law, should
         litigation arise hereunder, service of process therefor may be obtained
         through certified mail, return receipt requested; the parties hereto
         waiving any and all rights they may have to object to the method by
         which service was perfected.



Business Continuity Services Group, Inc.


                                                          --------------
By:                                                        James F. Heil
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Its:
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