EXHIBIT 10.1

                    CREATIVE HOLDINGS & MARKETING CORPORATION
                     EMPLOYMENT AND NONCOMPETITION AGREEMENT

      This employment and noncompetition ("Agreement") is entered into this 22nd
day of October,  2002, by and between CREATIVE HOLDINGS & MARKETING CORPORATION,
a Nevada corporation (the "Company") and JOHN GANDY ( "Employee").

      WHERAS,  Employee has expertise in management and executive  operations of
public  companies  and  in  the  financial  and  operational   affairs  of  such
businesses; and

      WHERAS,  the Company desires the exclusive right to Employee's  employment
for the term of this Agreement as identified below; and

      WHERAS, Employee desires to engage in such employment all on the terms and
conditions set forth herein;

      NOW, THEREFORE,  in consideration of the mutual promises and covenants set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1. Employment. The Company hereby employs Employee and Employee hereby accepts
employment with the Company as the Company's CHIEF EXECUTIVE OFFICER in
accordance with the terms and conditions set forth herein. Employee agrees to
devote his time as necessary, skill, knowledge and attention to the business of
the Company and to the performance of his duties under this Agreement. Employee
shall also serve as the Company's Chairman of the Board of Directors, however
all compensation and duties for that position will be addressed in a separate
agreement.

2. Term. This Agreement shall be effective November 1, 2002, upon signature of
the parties hereto, and shall continue for a term of five years or until
terminated pursuant to paragraph 6 below.

3. Duties. Employee shall be responsible for the following duties during the
term of this Agreement:

A.    Developing and implementation of all corporate strategies;

B.    Reviewing all corporate contracts;

C.    Overseeing all departments and operations;

D.    Performing such other duties as may be necessary.


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4.  Compensation.  Employee shall receive  compensation from the Company for his
employment hereunder as follows:

      A.    Base   Salary.   Employee's   base  annual  gross  salary  shall  be
            $100,000.00, payable monthly or quarterly. Base Salary will increase
            by 5% every  year of this  Agreement  up to a maximum  of  $125,000,
            provided the Company posted a net profit in the year previous to the
            year in which the raise is payable.

      B.    Compensation   for  services   rendered  prior  to  this  Agreement.
            Employee's  firm  Hendrix  and Gandy  shall  receive a $75,000  cash
            payment for services  rendered to date for the Company payable prior
            to December 31, 2002.

      C.    Vacation/Holidays.  Employee shall be entitled to paid vacations and
            holidays up to four weeks each year.

      D.    Expense  Reimbursement.  The Company shall pay,  upon  submission of
            appropriate vouchers and supporting  documentation,  all expenses of
            Employee  incurred in  connection  with the rendering of services to
            the Company as an employee  pursuant to this Agreement in accordance
            with the Company's usual and ordinary practices,  provided that such
            expenses  are  reasonable  and  necessary  business  expenses of the
            Company. Expense reports are subject to approval.

5. Additional Benefits.

      A.    The Company will establish an incentive  based stock option plan for
            Employee to earn shares in the Company.  This plan will be initiated
            following   one  year  of  net   profit  by  the   Company  or  upon
            implementation by the board of directors.

6. Termination.

            Except as set forth herein, and  nonwithstanding the terms set forth
            in  paragraph 2 hereof,  this  Agreement  may be  terminated  by the
            Company prior to the expiration of such term as follows:

      A.    In the event of Employee's death.

      B.    In the event of Employee's  disability,  and after expiration of the
            90 day period described below;


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            (i)   Employee  shall be  considered  disabled  if he is  unable  to
                  perform  his  normal   duties  under  this   Agreement  for  a
                  continuous period of ninety (90) days by reason of physical or
                  mental  incapacity  and  is  therefore   entitled  to  receive
                  disability  benefits under Employee's  disability  policy with
                  the Company.  The Company shall provide  Employee with written
                  notice of commencement of the disability  period.  Termination
                  in accordance with this provision shall not affect  Employee's
                  right, if any, to receive benefits otherwise  available to him
                  pursuant to any disability insurance plan under which Employee
                  is covered.  Should Employee not receive  disability  benefits
                  under the  disability  plan during this ninety day period,  he
                  shall receive his full salary even though disabled.

      (D)   At the option of the Company, with written notice, for cause, in the
            event that Employee shall commit any of the following acts:

            (i)   Incompetence,  breach of  fiduciary  duty  involving  personal
                  profit,  commission  of a criminal  act against  the  Company,
                  failure to perform  duties as required for reasons  other than
                  physical or mental  disability,  or habitual use of alcohol or
                  drugs which materially impairs Employee's ability to carry out
                  his duties;

            (ii)  Rendering any material assistance,  directly or indirectly, to
                  any person or entity in that person's or entity's  competitive
                  efforts with the Company;

            (iii) Use of the Company's proprietary information or customer lists
                  for his  own  benefit  or in a way  adverse  to the  Company's
                  interest;

      B.    Payment Upon  Termination.  Upon termination for cause of Employee's
            employment  under this  paragraph 6, the salary  payable to Employee
            pursuant to (4) (a) shall be paid one year's  severance pay from the
            date of the termination notice.

      C.    Actions by the Company. For purposes of this paragraph 6, any action
            on the part of the Company must be  authorized  by a majority of the
            Company's Board of Directors.

      D.    Return of the Company's Materials. Upon termination,  employee shall
            immediately  return to the Company all files,  credit  cards,  keys,
            instruments,  equipment,  documents and any other materials owned or
            provided by the Company.


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7. Confidential Information.  Employee acknowledges that through the services to
be performed for the Company, he will obtain confidential  information regarding
the Company's  business  affairs,  including such matters as computer  programs,
research, customer lists, customer development,  planning, purchasing,  finance,
marketing,  customer  relations,  and other  information of a similar nature not
available to the public. This information may be oral or written and may be that
which  Employee  originates  as well as that  which  otherwise  comes  into  his
possession or knowledge. Employee agrees that he will treat all matters relating
to the business  activities of the Company as confidential  and will not divulge
or disclose any  information  gained in  connection  with his  employment by the
Company to any other  person,  firm,  or  corporation  except  upon the  written
request or  instruction  of the Company or in the normal course of his duties as
an employee of the Company.  Employee agrees not to use or disclose, for purpose
of marketing or otherwise,  any of the customer  information  he receives  while
working at the Company  (including,  but not limited to, customers' identity and
financial status and holdings) in competition with the Company either on his own
behalf, or as a representative,  agent, employee,  officer,  director,  trustee,
stockholder, or creditor of, or partner, joint venturer, or investor with or in,
any other person or entity in competition with the Company, and Employee further
agrees not to inform any such  customer  with whom he comes into  contact  after
termination  of Employee's  employment  with the Company that he is aware of the
person's status as a Company  customer.  This paragraph 7 is intended to protect
confidential  information and customer relationships,  both during and after the
period of Employee's  employment with the Company, not limit Employee's right to
seek and obtain  employment in competition with the Company after termination of
Employee's employment with the Company.

8. Inventions and Creations.

      A.    Employee  agrees  that all  inventions,  discoveries,  developments,
            improvements,   ideas,  and  other   contributions   (herein  called
            collectively "Inventions") whether or not patented or patentable, or
            otherwise  protectable in law, which are conceived,  made, developed
            or acquired by Employee,  either individually or jointly, during his
            employment  with the  Company  and  which  relate  in any  manner to
            Employee's work, the research or business of the Company,  or fields
            to which the business of the Company may  reasonably  extend,  shall
            belong  to the  Company.  Employee  further  agrees  to  assign  and
            transfer to the Company his entire right, title, and interest in and
            to the  Inventions.  Employee  further  agrees to promptly and fully
            disclose the  Inventions to the Company,  in writing if requested by
            the  Company,  and  to  execute  and  deliver  any  and  all  lawful
            applications,  assignments,  and other  documents  which the Company
            requests for  protecting  the Inventions in the United States or any
            other  country.  The  Company  shall have the full and sole power to
            prosecute such  applications and to take all other action concerning
            the  Inventions,  and  Employee  agrees to cooperate  fully,  at the
            expense of the Company,  in the  preparation  and prosecution of all
            such   applications   and  in  any  legal  actions  and  proceedings
            concerning the Inventions.

      B.    Employee agrees to and does hereby assign,  convey,  and transfer to
            the  Company  any and all  records,  writings,  and other  creations
            (herein  called  collectively  "Creations"),  created  by  Employee,
            either individually or jointly, during his employment by the Company
            and which relate to the business of the Company.  The Company  shall
            have the full right to seek and procure  copyright on the Creations,
            and Employee shall  cooperate  fully, at the expense of the Company,
            in securing  copyrights  and in any legal  actions  and  proceedings
            concerning the Creations.


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      C.    Without   diminishing   any  rights   granted  to  the   Company  in
            subparagraphs  8.A and .B, if an  Invention is described in a patent
            application or is disclosed to third parties by Employee  within two
            (2) years after leaving the employ of the Company,  or if a Creation
            is published or is disclosed to third parties by Employee within two
            (2) years after leaving the employ of the Company,  Employee  agrees
            that it is to be presumed  that the  Invention  or the  Creation was
            conceived, made, developed,  acquired, or created by Employee during
            the period of his  employment  by the Company,  and the Invention or
            Creation will belong to the Company.

9. Noncompetition.  In consideration of Employee's  employment,  Employee agrees
not to compete with the Company in any territory in which,  during the three (3)
year  period  prior  to the  termination  of his  employment,  the  Company  has
performed  its service or sold its  products,  or solicit  any of the  Company's
customers,   directly  or  indirectly   either  on  his  own  behalf,  or  as  a
representative,  agent, employee,  officer, director,  trustee,  stockholder, or
creditor  of, or partner,  joint  venturer,  or  investor  with or in, any other
person or entity in competition with the Company, during his employment with the
Company and for a period of three (3) years after  termination of his employment
with the Company,  regardless of the reasons for,  circumstances  of, or date of
such termination.

10.  Relocation.  Employee  must  approve any plans or decision to relocate  his
employment to another geographical area.

11. Remedies.  In addition to other remedies  provided by law or equity,  upon a
breach of any of the covenants contained herein,  either party shall be entitled
to have a court of competent  jurisdiction  enter an injunction  against  either
party  prohibiting  any further breach of the covenants  contained  herein.  The
parties  further  agree that the  services to be  performed  hereunder  are of a
unique,  special, and extraordinary  character.  Therefore,  in the event of any
controversy  concerning the rights or  obligations  under this  Agreement,  such
rights or obligations shall be enforceable in a court of competent  jurisdiction
at law, to be located in the county  jurisdiction in which the Employee  resides
at the  time,  or equity by a decree of  specific  performance  or by  obtaining
damages or such other relief.  Such remedies,  however,  shall be cumulative and
nonexclusive and shall be in addition to any other remedies.

12.  Assignment.   This  Agreement  and  the  respective  rights,   duties,  and
obligations of Employee hereunder may not be assigned or delegated by Employee.


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13.  Notice. Any notice (including notice of change of address) permitted or
     required to be given pursuant to the provisions of this Agreement shall be
     in writing and sent by registered or certified mail, return receipt
     requested, or by hand delivery to the parties at the following addresses:

                         If to the Company:    4702 Oleander Drive #200
                                               Myrtle Beach, S.C.  29577

                                           and

                         If  to Employee:      4702 Oleander Drive #200
                                               Myrtle Beach, S.C.  29577


Notice  properly  given by mail shall be deemed  effective  one (1) business day
after mailing. The foregoing addresses may be changed by either party so long as
the other party is advised in writing in advance of the change.  Any such notice
of change of address shall be appended to this Agreement.

14.  Entire  Agreement.  This  Agreement  constitutes  the entire  Agreement and
understanding  between the Company and Employee concerning Employee's employment
by  the  Company,   and   supersedes   any  and  all  previous   Agreements   or
understandings,  whether  written  or oral,  between  Employee  and the  Company
concerning such employment.  This Agreement may not be modified orally, but only
by an Agreement in writing signed by the parties hereto.

15.  Waiver.  The  waiver  by either  party of the  breach  of any  covenant  or
provision in this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party.

16. Invalidity of any Provision. The provisions of this Agreement are severable,
it being the intention of the parties hereto that should any  provisions  hereof
be  invalid  or  unenforceable,  such  invalidity  or  unenforceability  of  any
provision shall not affect the remaining provisions hereof.

17.  Applicable  Law.  This  Agreement  shall be  governed by and  construed  in
accordance with the internal laws of the State of Florida.

18. Headings. Headings in this Agreement are for informational purposes only and
shall not be used to construe the intent of this Agreement.

19. Counterparts. This Agreement may be executed simultaneously in any number of
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same Agreement.


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20. Reasonableness of Restrictions.  EMPLOYEE HAS READ THIS AGREEMENT AND AGREES
THAT THE  CONSIDERATION  PROVIDED  BY THE  COMPANY  IS FAIR AND  REASONABLE  AND
FURTHER AGREES THAT GIVEN THE IMPORTANCE TO THE COMPANY OF THE CUSTOMER LIST AND
THE  COMPANY'S   PARTICULAR  METHODS  OF  DOING  BUSINESS,   THE  POSTEMPLOYMENT
RESTRICTIONS ON EMPLOYEE'S ACTIVITIES ARE LIKEWISE FAIR AND REASONABLE.

                                    COMPANY:

                       CREATIVE HOLDINGS & MARKETING CORP


                ------------------------------------------------

                                 JOHN GANDY, as Director



                                 EMPLOYEE:



                ------------------------------------------------

                                 JOHN GANDY



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