(EXHIBIT 10.1)

                              EMPLOYMENT AGREEMENT


         AGREEMENT,  made as of the 18th day of March 2004, between Noel Bonilla
(hereinafter  referred to as the "Employee")  and  SearchHelp,  Inc., a Delaware
corporation  having its  principal  place of business at the Hi-Tech  Incubator,
1055  Stewart  Avenue,  Bethpage,  NY  11714  (hereinafter  referred  to as  the
"Employer").

                              W I T N E S S E T H:

         WHEREAS, the Employer desires to employ the Employee under the terms of
this Agreement, and

         WHEREAS,  the  Employee  and  Employer  desire  to have  their  rights,
obligations and duties specified herein.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties hereto agree as follows:

         1.  EMPLOYMENT  AND  COMPENSATION.  The  Employer  hereby  employs  the
Employee and the Employee  accepts such employment as Chief  Financial  Officer,
(CFO). The Employee shall have such duties as are commensurate with the position
and as set  forth by the  Employer,  and  shall  report  directly  to the  Chief
Executive Officer and the President of the Company.

                  A. Base  Compensation.  The  Employee  shall be  entitled to a
salary as set forth on  Schedule  A of this  Agreement  during  the term of this
Agreement,  and any extensions  thereof,  payable in  installments in accordance
with the Employer's regular practice of compensating executive personnel.

                  B.  Bonus.  Employee  may  be  entitled  to  a  bonus  at  the
conclusion of each year of this Agreement,  and any extensions  thereof.  At the
end of each year,  the  Compensation  Committee of the Board of Directors  shall
determine the amount and type (cash, stock, options, etc.) of such bonus payable
to Employee, if any.

                  C. Options.  The Employee shall receive such number of options
to purchase shares of the Company's stock,  with such  restrictions and vesting,
as set forth in Schedule B attached hereto.

         2. TERM. This Agreement shall commence as of the date hereof, and shall
continue  for a period of one (1) year  from the date  thereof.  This  Agreement
shall be  automatically  extended by one-year  periods at the conclusion of each
year,  thus renewing the one (1) year term,  unless notice is received by either
the Employee or the  Employer not to extend this  Agreement at least ninety (90)
days prior to the expiration of such year.


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         3. HEALTH  INSURANCE;  EMPLOYEE BENEFIT PLANS. In accordance with their
terms,  the Employee shall be entitled to  participate  in any medical,  dental,
life, disability insurance or other employee benefit or welfare plans maintained
by  the  Employer  for  its  professional  employees  generally.  The  insurance
obligations  of  the  Employer  set  forth  herein  are   contingent   upon  the
insurability  of Employee.  The medical and dental  coverage  maintained  by the
Employer  for the  benefit  of the  Employee  shall  include  medical  insurance
coverage covering the Employee.

         4. EXPENSES. During the period of his employment,  the Employee will be
reimbursed  for his  reasonable  expenses  for the  benefit of the  Employer  in
accordance  with the general  policy of the  Employer as adopted by the Employer
from time to time.  With respect to any  expenses  which are  reimbursed  by the
Employer to the  Employee,  the  Employee  agrees to account to the  Employer in
detail  sufficient  to entitle the Employer to an income tax  deduction for such
paid item if such item is deductible.

         5. TERMINATION.

                  A. This Agreement shall automatically terminate:

                           (i)      upon the death of Employee; or

                           (ii)     if  the  Employee   has  been   disabled  or
                                    incapacitated  so that he is not  capable of
                                    performing  his  duties  hereunder  for  any
                                    period   of    one-hundred    twenty   (120)
                                    consecutive   days,  unless  Employer  shall
                                    elect to have  this  Agreement  continue  in
                                    effect.

                  B. Employer may terminate this Agreement:

                           (i)      immediately for "cause" as determined by the
                                    Employer;

                           (ii)     upon a material  breach by  Employee  of any
                                    term or condition of this Agreement; or

                           (iii)    if at any  time  during  the  term  of  this
                                    Agreement,    any    of    the    continuing
                                    representations,  covenants or agreements of
                                    Employee    contained    herein   shall   be
                                    inaccurate in any material respect.

                  C. Employee may terminate this Agreement at any time:

                           (i) upon a material breach by Employer of any term or
                               condition of this Agreement; or


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                           (ii) at any time at the  election  of  Employee  upon
                                sixty (60) days notice to Employer.

         6. PROTECTION OF CONFIDENTIAL  INFORMATION.  Employee acknowledges that
his  employment  by the  Employer  will bring him into close  contact  with many
confidential affairs of the Employer,  including  information and data regarding
costs,  profits,  markets,  sales,  products,  key personnel,  pricing policies,
operational methods, technical processes, computer programs or systems developed
or improved by the Employer, the identity of the Employer's Customers,  Customer
representatives  and  contacts,  the  nature  of the  services  required  by the
Employer's  actual and  Prospective  Customers,  the  services  performed by the
Employer  for  its  Customers,  the  identities  of the  Employer's  actual  and
prospective  employees and other business affairs and methods,  plans for future
developments and other information not readily  available to the public,  all of
which are highly  confidential  and  proprietary and all of which will have been
developed  by the  Employer  at  great  effort  and  expense.  Employee  further
acknowledges  that the services to be performed by him under this  Agreement are
of a special,  unique, unusual,  extraordinary and intellectual  character,  and
that the business of the Employer is contemplated to be conducted throughout the
United  States and  ultimately,  the rest of the world.  In  recognition  of the
foregoing, Employee covenants and agrees:

                  A. That he will keep  secret all  confidential  matters of the
Employer and not disclose them to anyone outside of the Employer,  either during
or after the term of this  Agreement,  except with the Employer's  prior written
consent;

                  B.  That  he will  not  make  use of any of such  confidential
matters for his own purposes or the benefit of anyone  other than the  Employer;
and

                  C.  That  he  will   deliver   promptly  to  the  Employer  on
termination of this Agreement,  or at any time the Employer may so request,  all
confidential memoranda, notes, records, reports and other confidential documents
(and all copies  thereof)  relating to the business of the Employer which he may
then possess or have under this control.

         7. COVENANT NOT TO SOLICIT.

                  A.  Employee  agrees  that  if the  Employee's  employment  is
terminated  for any reason  whatsoever,  other than pursuant to a dissolution of
Employer or a material  breach of the terms of this Agreement by Employer,  then
for a period of one (1) year  after such  termination  or  expiration,  Employee
shall not (i) solicit, directly or indirectly, business of the type conducted by
the Employer from any person, firm or entity which was a Customer or Prospective
Customer of the Employer at any time within one year  preceding the  termination
of Employee's employment,  (ii) induce or attempt to induce any such Customer or
Prospective Customer to reduce its business with the Employer,  (iii) solicit or
attempt to solicit any employees or  consultants of Employer to leave the employ
or  engagement of Employer,  or (iv) offer or cause to be offered  employment or
consultant  opportunities  to any person who was employed or engaged by Employer
at any  time  during  the  one  year  prior  to the  termination  of  Employee's
employment with Employer.


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<PAGE>

                  B. For purposes of this Section,  the term "Customer" includes
any affiliates,  customers, and clients of Employer's Customers to whom Employee
has been introduced or whom Employee has received  information  through Employer
or through  any  Customer  for which  Employee  has  performed  services  in any
capacity on behalf of Employer.

                  C. For  purposes of this  Section,  a  "Prospective  Customer'
shall mean  potential  Customers  which  Employer  has  solicited  or with which
Employer has had active  discussions  concerning  potential business at any time
during the one year preceding the end of the Employee's  employment by Employer,
and with whom the  Employee  shall have  participated  in such  solicitation  or
discussions.

         8. NON-COMPETITION.

                  A. Since the  services of Employee to the  Employer are likely
to be unique an extraordinary and he has had and will have access to information
pertaining to the business of the Employer which may be secret and confidential,
Employee  agrees that if the Employee's  employment is terminated for any reason
whatsoever,  other than  pursuant  to a  dissolution  of  Employer or a material
breach of the terms of this Agreement by Employer,  then for a period of one (1)
year after such  termination or expiration,  Employee will not,  without express
approval in each case of the Employer,  directly or indirectly, (i) own, manage,
operate,  control,  be employed by, participate in or be connected in any manner
with the ownership,  management, operation or control of any business engaged in
the  development  or marketing of any products that compete with the products of
Employer.

                  B.  The  Employee   further   acknowledges   that  a  business
competitive  with that of Employer or of any of its  subsidiaries  or affiliated
corporations  may be carried  on  anywhere  within  the United  States or in any
foreign  country.  Therefore,  the Employee  acknowledges  that the unrestricted
geographical  application of this Section is reasonable under the circumstances.
If any of the rights or  restrictions  contained or provided for herein shall be
deemed to be  unenforceable  by reason of the extent,  duration or  geographical
scope, or other  provisions  hereof,  or any other provisions of this Agreement,
the  parties  hereto  contemplate  that the  court  shall  reduce  such  extent,
duration, geographical scope or other provisions and enforce this Section in its
reduced form for all purposes in the manner contemplated hereby.

                  C.  The  Employee  acknowledges  that  (i)  in the  event  his
employment  with Employer  terminates  for any reason,  Employee will be able to
earn a  livelihood  without  violating  the  foregoing  restrictions,  and  (ii)
Employee's ability to earn a livelihood without violating such restrictions is a
material  condition of his employment  with Employer.  Employer may, in writing,


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<PAGE>

waive any or all of the  provisions of this Section.  If the Employee is in good
faith and after diligent effort unable to obtain employment  consistent with his
training  solely  because of the  covenants  set forth in this  Section,  and so
advises  Employer in writing,  then the  prohibitions in this Section shall bind
the Employee only so long as Employer pays him monthly, upon demand, a sum equal
to the Employee's  monthly base pay at termination,  as defined below,  for each
month of such  unemployment  during the  remained of the term of  covenants  set
forth in this Section.

                  D. The term  "monthly base pay" means the  Employee's  monthly
salary, in all cases excluding commissions in excess of base pay, bonus or other
extra compensation or benefits,  and is subject to regular deductions for taxes,
social  security  payments,  etc.  For each month of  unemployment  in which the
Employee claims payment,  he will aggressively seek employment and will accept a
reasonable  offer of employment  and, upon request by Employer,  will account to
Employer in detail for his efforts to obtain  employment.  The Employee  further
agrees that Employer may make such investigations and inquiries as it shall deem
necessary or  appropriate  to determine  whether the covenants and conditions of
this Section have been satisfied before making any payment  otherwise payable to
the Employee hereunder.


         9. PROPRIETARY RIGHTS.

                  A. Employee shall disclose fully and promptly to Employer, and
upon Employer's instructions also to the Customer for which the Employee is then
working, any and all inventions, processes,  innovations,  discoveries, designs,
techniques,  formula,  improvements,   computer  programs  and  other  technical
materials relating to business of Employer or Employer's Customer which Employee
shall discover, conceive, make, generate or reduce to practice, alone or jointly
with others, during his/her term of employment with Employer, and resulting from
such employment, whether or not they are patentable or copyrightable.

                  B.  Employee  agrees to  assign to  Employer  his  rights  and
interests  in any  inventions,  processes,  innovations,  discoveries  and other
similar materials,  including  copyrights to all copyrightable  material and all
patent rights to all patentable material unless specifically  directed otherwise
in writing by Employer to assign it to Customer.  No rights shall be reserved to
Employee.

                  C. Employee  agrees to execute and transfer at any time,  upon
Employer's  request,  any certification,  affidavit or other document confirming
the Employer's ownership rights under this Section.

                  D. Upon request,  at any time during or after the term of this
Agreement,  and at the expense of Employer or its  Customer for whom the work in
question  was  performed,  Employee  agrees  to  assist  Employer  or  Customer,
including its attorneys,  in preparing and prosecuting  applications for patents
or copyrights  relating to such inventions,  processes and other materials named


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<PAGE>

in this Section. Assistance in preparing and prosecuting such applications shall
include  assistance  regarding  litigation  and  upon  Employer's  request,  the
execution  of all papers and  performance  of all tasks that may  reasonably  be
necessary to protect the rights of Employer or Customer and to vest in it or its
assigns ownership of the inventions, applications, copyrights and patents herein
contemplated.

         10.  NON-DEFAMATION.  The Employee covenants and agrees that during the
course  of his  employment  by the  Employer  and for any time  thereafter,  the
Employee  shall not,  directly or indirectly,  in public or private,  deprecate,
impugn or otherwise  make any remarks that would tend to or be construed to tend
to defame the Employer,  its employees or products or its reputation,  nor shall
Employee  assist any person,  firm or company in doing so, except as required by
subpoena, court order or other legal process.

         11. NO WAIVER.  This Agreement  shall not be modified or amended except
by a further  written  document  signed by the  Employee  and the  Employer.  No
provision  hereof may be waived except by an agreement in writing  signed by the
waiving  party.  A waiver of any term or  provision  shall not be construed as a
waiver of any other term provision.

         12. BENEFIT.  This Agreement shall bind the Employee and shall bind and
benefit the Employer and its successors and assigns. This Agreement shall not be
assignable by the Employee.

         13.  HEADINGS.  The headings of Sections herein are included solely for
convenience or reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

         14. ENFORCEMENT OF COVENANTS;  SURVIVAL. The Employee acknowledges that
his skills and position in the legal and financial  industries in which Employer
competes or intends to compete are unique,  and,  therefore,  that the breach or
threatened  breach by Employee of the  provisions of Sections 8 - 12 shall cause
irreparable  harm to  Employer,  which  harm  cannot be fully  redressed  by the
payment of damages to Employer.  Accordingly,  Employer  shall be  entitled,  in
addition  to any other right or remedy it may have,  at law or in equity,  to an
injunction,  without the  posting of any bond or other  security,  enjoining  or
restraining the Employee from any violations or threatened violation of Sections
6 - 10, and Employee hereby consents to the issuance of such injunction. Nothing
contained  herein shall be construed as  prohibiting  the Employer from pursuing
any other  remedies  available to the Employer for breach or threatened  breach,
including the recovery of additional  damages from the Employee.  The provisions
of Sections 6 - 10 shall remain  enforceable by Employer  against  Employee even
after the termination of this Agreement.


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         15.  NOTICE.  Any notice  required or  permitted to be given under this
Agreement  shall be sufficient if in writing,  and if sent by registered mail to
his  residence in the case of the Employee,  or to its  principal  office in the
case of the Employer.

         16. SEVERABILITY.  Each provision of this Agreement shall be considered
severable  to the extent  that if any one  provision  or clause  conflicts  with
existing or future applicable law, or is not given full force and effect because
of such law,  such  conflict  or  unenforceability  shall not  affect  any other
provision of this  Agreement  which,  consistent  with such law, shall remain in
full force and  effect.  All such  conflicting  provisions  shall be modified or
reformed only to the extent  required for compliance  with any applicable  laws.
All surviving  clauses  shall be construed so as to  effectuate  the purpose and
intent of the parties.

         17.  GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York and shall be construed in accordance therewith, and any action
or proceeding  arising out of or relating to this  Agreement  shall be heard and
determined in any state or federal court sitting in Nassau County,  State of New
York, and each of the parties submits to the jurisdiction of such court.
         18.  RELEASE.  The Employee hereby releases and discharges the Employer
for reimbursement of any and all services,  but not expenses,  rendered prior to
the date hereof.

         19.  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  including facsimile signatures,  each of which shall be deemed an
original but all of which together will constitute one and the same instrument.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day first above written



SEARCHHELP, INC.                         EMPLOYEE



By:                                      By:
    ---------------------------------        -----------------------------------
    Debbie Seaman                            Noel C. Bonilla, Esq.



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                                   SCHEDULE A
                                     Salary

1.       Employee's  salary shall be $24,000 per annum,  of which $1,000 will be
         paid monthly to the employee and the  remaining  $1,000 will be accrued
         until the  earlier of one (1) year,  or the date that the  Company  has
         sufficient  funds to pay the  employee.  Although  the  employee  shall
         commence employment as of the date hereof,  employee's salary shall not
         commence until on April 1, 2004.

2.       The Employee will be issued 70,000 shares of the Company's common stock
         which are to be granted from the Company's  stock option plan as of the
         date hereof.  The following is the vesting  schedule for the Employee's
         options:


                     --------------- ---------- ----------- ---------------
                         Grant         Vest        # of          Vest
                     --------------- ---------- ----------- ---------------
                          Date           %        Shares         Date
                     --------------- ---------- ----------- ---------------
                       3/18/2004        25%       17,500      3/18/2004
                     --------------- ---------- ----------- ---------------
                                        25%       17,500      3/18/2005
                     --------------- ---------- ----------- ---------------
                                        25%       17,500      3/18/2006
                     --------------- ---------- ----------- ---------------
                                        25%       17,500      3/18/2007
                     --------------- ---------- ----------- ---------------



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