Exhibit 10.1

                            ORDERPRO LOGISTICS, INC.
                              RICHARD L. WINDORSKI

                              EMPLOYMENT AGREEMENT

THIS AGREEMENT is made by and between ORDERPRO LOGISTICS,  INC. ("Employer"),  a
Nevada corporation located at 7400 North Oracle Road, Tucson, Arizona 85704, and
RICHARD L.  WINDORSKI  ("Employee")  of 7400 N Oracle  Road,  Suite 372,  Tucson
Arizona, 85704.

WHEREAS the Employer is engaged in the business of providing  logistics services
in North America; and

WHEREAS  the  Employer  desires to obtain the  services  of the  Employee in the
position of Chief Executive Officer; and

WHEREAS the  Employee is willing to accept  this  position  and is free to enter
into this agreement in that it does not conflict with any other agreement now in
force;

IT IS AGREED AS FOLLOWS:

1.   TERM: This Employment  Agreement  begins on the 1st day of January 2003 and
     continues  for three (3) years  until  January 1, 2006,  and may be renewed
     thereafter  unless   terminated  as  hereinafter   provided  or  until  the
     Employee's death or retirement.

2.   SCOPE OF EMPLOYMENT:  The Employee  agrees to accept the duties involved in
     carrying out the position of Chief  Executive  Officer.  The Employee shall
     perform  to the best of his  abilities  all  duties  necessary  to meet his
     obligations as the Chief Executive  Officer.  Said obligations  consist of,
     but are not limited to, operations as it concerns manufacturing,  marketing
     and all areas  necessary to improve and expand the business of the company.
     The Employee  shall be under the  direction  of the Board of Directors  and
     shall report directly to the Board of Directors.

3.   COMPETITION: The Employee will devote his best efforts on a full-time basis
     to the  Employer's  business  and  will not  engage  in any  employment  or
     enterprise detracting from this goal or competing with the Employer.

4.   COMPENSATION: Employee shall receive an annual base salary of not less than
     $195,000.00 payable in such installments as the Employer has in effect, but
     not  less  than  monthly.  This  compensation  is  guaranteed  by  Employer
     throughout  Employee's  employment  and is  subject  to review  for  salary
     increases  on an annual  basis.  Employee  shall have an option for 500,000
     shares  of  OPLO  stock  to  be  executed  after  one  year  of  continuous
     employment.

5.   OTHER COMPENSATION: The Employee shall receive a benefit package including

     a. Health insurance coverage
     b. Three weeks per year paid vacation
     c. Reimbursement for travel and entertainment expenses
     d. Other executive fringe benefits as agreed.

6.   TERMINATION:  Employee's  employment  hereunder may be terminated  upon the
     occurrence of any of the following events:
<PAGE>
     a.   Notice By  Employer.  Termination  of  employment  shall be  effective
          immediately  upon  written  notice  with cause to  Employee.  The term
          "cause" shall include

          (i)  The  continued  failure of Employee to perform his duties for the
               Employer  (other  than by reason of  illness)  after a demand for
               performance   was   delivered  to  Employee   that   specifically
               identified  the  manner  in  which  the  Employer  believed  that
               Employee had failed to perform his duties, and Employee failed to
               resume  substantial  performance  of his  duties on a  continuous
               basis within thirty (30) days.

          (ii) Use of alcohol or other  drugs by Employee in such a manner as to
               substantially interfere with the performance of Employee's duties
               for the Employer.

          (iii)Conduct  by  Employee  that  is   demonstrably   and   materially
               injurious to the Employer, monetarily or otherwise.

          (iv) Conviction  of Employee of a felony or  misdemeanor  that, in the
               reasonable judgment of the Board of Directors of the Employer, is
               likely to have a materially  adverse  effect upon the business or
               reputation of Employee or Employer, or that substantially impairs
               Employee's ability to perform his duties for Employer.

          (v)  Breach by Employee of any agreement with the Employer  concerning
               non-competition  or  the  confidentiality  of  trade  secrets  or
               proprietary or other information.

     b.   Notice By  Employee.  Termination  of  employment  shall be  effective
          fourteen (14) days after  written  notice with or without cause to the
          Employer.

     c.   Death. In the event of the Employee's death.


     d.   Disability.  In the event of the disability of Employee.  For purposes
          of this Agreement,  the term "disability" shall be defined in a manner
          consistent with the Employer's  disability policy or, if no disability
          policy is in effect, the term "disability" shall mean the inability of
          Employee to perform  his duties  under this  agreement  as a result of
          mental  or  physical  illness,  or other  incapacity,  for a period in
          excess of one hundred eighty (180) substantially consecutive days.

7.   NONDISCLOSURE  &  NONCOMPETITION:  Employer  has  an  established  list  of
     Customers,  those with which it is now doing business and has done business
     within the last twelve (12) months,  and new  customers as developed by the
     Employer or its Employees.

     a.   At  all  times  while  this  Agreement  is in  force,  and  after  its
          expiration  or  termination,  the  Employee  agrees  to  refrain  from
          disclosing the Employer's  Customer  lists,  trade secrets,  contracts
          with  Customers,   contracts  with  Third-Party   Vendors,   or  other
          confidential  material.  The  Employee  will  have  access  to  all of
          Employer's  Third-Party  contracts,  sources,  pricing and  Customer's
          confidential information.

     b.   After  termination of employment,  the Employee  agrees not to compete
          with  Employer for a period of twelve (12)  months,  and agrees not to
          contact or solicit any of the Employer's Customers,  as defined above,
          for any  purpose  that  would  be  competing  with the  Employer.  The
          Employee  further  agrees not to directly or indirectly  own,  manage,
          operate, be employed by, participate in, or be connected in any manner
          with the ownership,  management,  operation or control of any business
          operation or segment of any business  operation engaged in the same or
          similar  segment of any  business or similar  activity as the business
          activity as described above.

     c.   The  Employee  acknowledges  that the  restrictions  contained in this
          restrictive covenant are reasonably required for the protection of the
          Employer's  legitimate business interests and that the restrictions do
<PAGE>
          not impose undue hardship on him. The Employee  acknowledges  that the
          breach of this  covenant  will result in damages to the Employer  that
          are  difficult to  ascertain.  Therefore,  in the event of a breach of
          this  covenant  the  Employer,  its  assigns  or  successors  shall be
          entitled to obtain an order or  injunction  restraining  the Employee,
          and other  persons or entities  subject to its  control,  from further
          breach of this covenant,  which remedy shall be in addition to and not
          in lieu of any remedy at law by way of  damages to which the  Employer
          may be entitled against the Employee,  plus any reasonable  attorney's
          fees in conjunction with this matter.

8.   OWNERSHIP OF  INTELLECTUAL  PROPERTY:  Notwithstanding  anything  contained
     herein to the contrary, the Employer shall be entitled to the sole benefits
     of any inventions, improvements, Internet site development, customer lists,
     plant,  machinery,  processes,  and all  patents  for the same;  as well as
     customer lists, vendor contracts, trade secrets or other things used in the
     business of the Employer that may be made or  discovered by Employee  while
     he is employed by the Employer if arising out of his activities,  knowledge
     or experience gained while in the employment of the Employer.

9.   SEVERABILITY:  The invalidity or  unenforceability of any provision of this
     Agreement shall not invalidate or render  unenforceable any other provision
     of this Agreement.

10.  GOVERNING LAW: This Agreement shall be governed by the laws of the State of
     Arizona.

11.  BINDING  EFFECT:  This  Agreement  shall be  binding  upon and inure to the
     benefit  of (1)  Employee,  and (2) the  Employer  and its  successors  and
     assigns.

12.  ENTIRE AGREEMENT  AMENDMENT:  this instrument contains the entire agreement
     of the  Employer and  Employee.  It may not be changed  orally,  but may be
     changed only by an Agreement in writing signed by both parties.

DATED this 1st day of January 2003.


AGREED TO BY:

OrderPro Logistics, Inc.                             Richard L. Windorski
Employer                                             Employee


/s/ Patricia L. Robinson                             /s/ Richard L. Windorski
------------------------                             ------------------------
Patricia L. Robinson                                 Richard L. Windorski