Exhibit 10.1
                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement ("Agreement"), dated as of September 1, 2000 by
and  between EVOLUTION USA, INC., a Washington corporation, having an address of
6100 Wilshire Boulevard, Suite 201, Los Angeles, California 90048 (hereafter the
"Employer"), and GEORGE FLEMING, an individual residing at 1649 Avondale Avenue,
Vancouver,  British  Columbia,  Canada  V6M  1S2  (hereafter  the  "Employee").

     WITNESSETH:

     WHEREAS,  Employer  desires  to  hire  Employee  and Employee is willing to
render  services  to  the  Employer,  under  the  terms and conditions set forth
herein;  and

     WHEREAS,  Employee  acknowledges  that  as  a  result  of  his  position as
President,  Chief  Executive  Officer  and  Chairman  of  the  Board, he will be
entrusted  with  Employer's  confidential  information,  trade  secrets  and
proprietary  processes  and  procedures;  and

     WHEREAS,  Employee  has  agreed that, as an inducement for Employer to hire
Employee  and  to  permit  the  Employee  access  to the Employer's confidential
information, trade secrets and proprietary processes and procedures necessary to
perform  his  work,  Employee  has  agreed  to  enter  into  this  Agreement;

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the parties agree as follows:

     1)     TERM.  This  Agreement  shall  be effective as of the aforementioned
            ----
date and shall be for an initial term of three ("3") years and may be terminated
by  Employer  at  any  time  subject  to the termination provisions set forth in
Section  12  hereof.

     2)     DUTIES.  Employer  shall  employ  Employee  as  its President, Chief
            ------
Executive Officer and Chairman of the Board, and his duties and responsibilities
will  be  commensurate with such position.  In the performance of his duties and
obligations  hereunder,  Employee  shall  report  to  the  Board of Directors of
Employer.  Employee  agrees  to  abide  by  all  bylaws,  policies,  practices,
procedures  or  rules  of  Employer,  as  they may be amended from time to time.

     3)     SERVICES  AND  BEST  EFFORTS.  Employee  agrees to his best efforts,
            ----------------------------
energies  and  skill  to  the  discharge  of  the  duties  and  responsibilities
attributable  to  his  position, and to this end, he will devote sufficient time
and  attention  to  the  business  and  affairs  of  Employer.

     4)     BASE  Compensation.  As  compensation for his services and covenants
            ----
hereunder, Employee shall receive a salary payable pursuant to Employer's normal
payroll  procedures  in  effect  from  time to time, at the rate of $25,000 U.S.
Dollars  per  month  until  the  first anniversary hereof; thereafter the sum of
$40,000  Dollars until the second anniversary hereof; and thereafter at the rate
of $50,000 Dollars per month, less all necessary and required federal, state and
local  payroll  deductions  and  withholdings.


<PAGE>
Section  5  NOT  USED

     6)     OPTIONS.  Employer  shall  grant  to  Employee,  from  time to time,
            -------
options to acquire additional equity in Employer, with the number of options and
price  to  be determined by the Board of Directors.  In the event any options or
stock  issuances hereunder are not vested at the time of a sale of substantially
all  of  the  assets  or  stock  of  Employer,  or  a  merger  or  other form of
recapitalization  resulting in a change of control of Employer, all such options
shall  become  fully  vested  and  exercisable  at  such  time.

     7)     EMPLOYEE  BENEFITS.  During  his  employment with Employer, Employee
            ------------------
shall  be  entitled to participate in all benefit programs of Employer currently
existing  or  hereafter  made  available  to  Employer's executives and/or other
salaried  employees,  including,  but  not  limited  to,  disability, health and
medical  benefits,  retirement,  pension,  profit  sharing,  sick  leave, salary
continuation,  vacation  and  holidays, cellular telephone and all related costs
and expenses, or other employee benefit plans as are from time to time generally
made  available  to  employees of similar position with Employer pursuant to the
policies  of  Employer;  provided,  however,  that Employee shall be required to
comply  with the conditions attendant to coverage by such plans and shall comply
with  and  be  entitled  to  benefits  only  in  accordance  with  the terms and
conditions  of  such  plans.  Employer may withhold from any benefits payable to
Employee  all  federal,  state,  local  and  other taxes and amounts as shall be
permitted  or  required  to be withheld, pursuant to any applicable law, rule or
regulation.

     8)     VACATION.  Notwithstanding  the  provisions  of  Section  7  above,
            --------
Employee shall be entitled to three 3) weeks of vacation per year after one (1)
complete  year of employment, three (3) weeks of vacation per year after two (2)
complete  years of employment,.  The scheduling of any vacation shall be subject
to  the  needs  of  Employer.

     9)     BUSINESS  EXPENSE  REIMBURSEMENT.  During  the  term  of employment,
            --------------------------------
Employee  shall  be entitled to receive proper reimbursement for all reasonable,
out-of-pocket expenses incurred by Employee (in accordance with the policies and
procedures  established  by  the  Company  for its senior executive officers) in
performing  the  services  hereunder,  provided  the  Employee properly accounts
therefor.

     10)     AUTOMOBILE  EXPENSE.  Employer  shall  grant  to  Employee a $1,200
             -------------------
monthly  automobile  allowance,  plus  reimbursement for expenses at the rate 10
cents  per  mile,  for  every  business  mile  traveled.

     11)     DEATH  AND  DISABILITY.
             ----------------------

     (A)     DEATH.  In  the  event  of  death of the Employee while employed by
Employer,  Employee's  monthly  base  salary  shall  be  paid  to the Employee's
designated  beneficiary, or in the absence of such designation, to the estate or
other  legal  representative  (collectively  "Designee")  of  the Employee for a
period  of  twelve  (12)  months  from  and  after  the date of death; provided,
however, that Employer's obligation under this Paragraph 11(A) shall not exceed,
in any event, the amount of any insurance proceeds received by Employer from any
insurance policy maintained by Employer on the life of Employee.  Employer shall
also  be  obligated to pay to said Designee, any accrued bonus to which Employee
would  have  been  entitled based upon the formula set forth in Section 5 above,
but  prorated  for  the  number of months in Employer's fiscal year during which
Employee  was  employed.

     (B)     OTHER  DEATH  BENEFITS.  Any other death benefits to which Employee
or  Employee's  estate  may  be  entitled shall be pursuant to and determined in
accordance  with  the  terms  of  the  Employer's  benefit  programs  and plans.


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     (C)     DISABILITY.  If,  during  the  term  of  Employee's employment with
Employer,  in  the  opinion  of  a duly licensed physician selected by Employer,
Employee,  because  of  physical  or  mental illness or incapacity, shall become
unable  to  perform the duties and services required of him under this Agreement
for a period of eight (8) consecutive weeks, or a period of twelve (12) weeks in
the  aggregate  during  any twelve-month period, Employer may, upon at least ten
(10)  days'  prior written notice given at any time after the expiration of such
eight-week  period  or  twelve-week  period (as the case may be), give notice to
Employee  of Employer's intention to terminate his employment as of such date as
may  be  set forth in the notice.  In the event of disability, as defined above,
the Employee shall be entitled to compensation in accordance with the Employer's
disability  compensation  practice for senior executives, including any separate
arrangement  or  policy  covering  the Employee, but in any event Employee shall
continue to receive his monthly base salary hereunder for a period of 60 (sixty)
days  following  the  date  of  disability.  Any  amounts  provided  for in this
Paragraph  11(C)  shall  be offset by any other long-term disability payments or
benefits  provided  to  Employee  by  Employer.

     Notwithstanding  any  provision  herein  to  the  contrary, if, following a
termination  of  employment  hereunder  due to disability as provided above, the
Employee  becomes re-employed, whether as an employee or consultant, any salary,
annual  bonuses  or  other  benefits earned by the Employee from such employment
shall  offset  any  salary continuation payments or benefits due to the Employee
hereunder  commencing  with  the  date  of  re-employment.

     12)     TERMINATION  WITHOUT  CAUSE.  Employer may terminate this Agreement
             ---------------------------
without  cause  upon  thirty  (30)  days  advance  written  notice  to Employee.
Employee  may  terminate  this  Agreement for any reason upon one hundred twenty
(120) days' advance written notice to Employer, provided, however, that Employee
has  been  employed  for  at  least  six  (6) months prior to the giving of such
notice.  Upon  any  such  termination:

     (A)     The  Employee  shall  receive,  for  a  period  of  6  (six) months
following  the  termination  date,  Employee's then current monthly base salary.
The  Employee  shall  be  entitled  to  continued health and medical benefits as
provided  in  Section  7 above or to reimbursement for the cost of providing the
Employee  with comparable benefit coverage during the term in which the Employee
is  receiving  payments  from  the  Employer  after termination pursuant to this
Section.  Such  benefit coverage, however, will be offset by comparable coverage
provided  to  the  Employee  in  connection  with  any  subsequent  employment.

     (B)     Notwithstanding  the  foregoing,  Employer's  obligations  under
Paragraph  12(A)  above  shall  be  null  and  void if Employer does not receive
funding  and  therefore,  cannot  execute  its  business  plan.

     13)     TERMINATION  FOR  CAUSE.
             -----------------------

     (A)     Employer  may  terminate  this  Agreement  immediately for "cause",
as  such  term  is  defined  below.  Upon  such  termination,  Employer shall be
released  from any and all further obligations under this Agreement, except that
Employer shall be obligated to pay Employee his monthly base salary (but not any
benefits)  owing  to  Employee through the day on which Employee's employment is
terminated.

     (B)     For  the purposes of this Agreement, "cause" shall include, without
limitation,  the  following:

          (i)  Failure  or  refusal  of,  or neglect by, Employee to perform his
duties  pursuant  to  this  Agreement;


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          (ii)  Failure  or  refusal  of  Employee  to  obey  orders  given  by
Employer, provided that such orders are not, and (if followed) would not require
Employee  to  act,  in  violation  of  the  rules  of  the  applicable statutes,
regulations  or  rules  of  the  federal  government,  any  state  or  municipal
governmental  or  regulatory  agency or the rules or policies of any national or
regional  securities  exchange.

          (iii)  Misconduct  in  connection  with  the  performance  of  any  of
Employee's  duties,  including,  without  limitation,  theft,  embezzlement  or
misappropriation  of  funds  or  property of Employer, securing or attempting to
secure  personally any profit in connection with any transaction entered into on
behalf  of  Employer, misrepresentation to Employer, or any violation of laws or
regulations  to  which  Employer  is  subject;

          (iv)  Commission  by  Employee  of  an  act involving moral turpitude,
dishonesty,  theft  or  unethical  business conduct, or conduct which impairs or
injures  the  reputation  of,  or  harms,  Employer;

          (v)   Disloyalty  by  Employee,  such  as  aiding  a  competitor;

          (vi)  Employee's  medically  confirmed dependence on or abuse of
                alcohol or any  controlled  substance;

          (vii) Failure  by  Employee  to  devote  his full time and best
                efforts to Employer;

          (viii) Any  breach  of  this  Agreement  by  Employee.

     14)     NON-DISCLOSURE  OF  INFORMATION  AND  RESTRICTIVE  COVENANT.
             ------------------------------------------------------------

     (A)     Employee  acknowledges  that,  by  his  employment  with  Employer,
Employee  has been and will be in a confidential relationship with Employer, and
Employee  will  have  access  to  Confidential Information and Trade Secrets (as
defined  below)  of  Employer  and  Employer's past and present subsidiaries and
affiliates.

     "Confidential  Information"  shall  include,  but is not limited to, any
      -------------------------
and  all  information  (whether disclosed to Employee directly or indirectly, in
writing,  orally,  or by drawings or observation of parts or equipment) which is
of  a  confidential  or  proprietary nature designated or treated as such by the
Employer,  and  is  either  applicable  to,  or  related  in any way to: (i) the
financial  status,  plans or projections of the Company, its subsidiaries and/or
affiliates;  (ii)  technical  know-how,  ingredients,  concepts,  formulae  and
processes of the Company, its subsidiaries and/or affiliates; (iii) the research
and  development  or  investigations  of  the  Company,  its subsidiaries and/or
affiliates;  (iv)  marketing plans, strategies or business plans of the Company,
its  subsidiaries  and/or  affiliates;  or  (v) customer lists of the Company or
other  information  concerning  customers  or  vendors  of  the  Company,  its
subsidiaries  and/or  affiliates  not  in the public domain.  Information is not
confidential  or proprietary if it is in the public domain or subsequently comes
into  the  public  domain  through  no  fault  of  Employee.

     "Trade  Secret"  shall  include,  but  is  not  limited to, any information
      -------------
relating  to  the  Company's  (or its subsidiaries' and/or affiliates') business
including,  but  not  limited  to, ideas, inventions, technical or non-technical
data,  compilations,  computer  programs,  software, systems, designs, circuits,
ingredients,  formulae,  methods,  techniques,  processes,  financial  data,  or
financial  plans which (i) derives economic value, actual or potential, from not
being  generally  known  to,  and  not readily ascertainable by proper means by,
other  persons  or entities who can obtain economic value from its disclosure or
use;  and which (ii) is or has been the subject of efforts by the Company, which
were  or  are  reasonable  under  the  circumstances,  to  maintain its secrecy.


                                      - 4 -
<PAGE>
     (B)     Employee will not, during his employment or at any time thereafter,
use,  publish,  reproduce  or  disclose  to  any  third  party, Trade Secrets or
Confidential  Information of Employer or Employer's past or present subsidiaries
and affiliates, including, but not limited to, Confidential Information or Trade
Secrets  belonging  or relating to Employer, or its past or present subsidiaries
and  affiliates,  customers,  clients and suppliers or proprietary processes and
procedures  of  Employer,  or  its  past or present subsidiaries and affiliates,
customers,  clients  and  suppliers.  Proprietary processes and procedures shall
include, but shall not be limited to, all information which is known or intended
to  be  known  only by employees of Employer or its past or present subsidiaries
and  affiliates,  or  others in a confidential relationship with Employer or its
past  or  present subsidiaries and affiliates, which relate to business matters.

     (C)     Employee  will  not,  during  his  employment  and  for a period of
eighteen  (18)  months  after  termination of his employment, in any state where
Employer  engages  in  business or in e-commerce involving ALL LINES OF BUSINESS
MORE  FULLY DESCRIBED IN THE EMPLOYER'S BUSINESS PLAN COMPLETED AND EFFECTIVE AS
OF  OCTOBER  31, 2000, directly or indirectly, under any circumstance other than
at  the  direction  and  for  the  benefit  of  Employer,  its  subsidiaries  or
affiliates, engage in or participate in any business activity (including but not
limited  to  acting  as  a  director,  officer,  employee,  agent,  independent
contractor,  partner,  consultant,  licensor,  licensee, franchisor, franchisee,
proprietor,  syndicate  member, shareholder or creditor, or with a person having
any  other  relationship  with any other business, Employer, firm, occupation or
business  activity)  that  is,  directly  or  indirectly,  competitive  with any
business  carried  on  by Employer or its subsidiaries and affiliates during the
term  of  this  Agreement.

     (D)     Employee  acknowledges  and agrees that customers, suppliers and/or
clients  referred  to  in  this  Section  15  means  each and every corporation,
employer,  business  or  other  entity or person with or to whom Employer or its
past  or  present  subsidiaries and affiliates has had a relationship within the
three-year period preceding the termination date of Employee's employment, or to
whom  any presentation, offer or other proposal had been made by Employer or its
past  or  present subsidiaries and affiliates, and not affirmatively rejected as
of  the  Employee's  termination  date.

     (E)     Nothing  contained  in  this  Section  14  shall  be  construed  as
prohibiting Employee from being engaged by a client, customer or supplier of the
Employer upon his termination of employment by Employer; provided, however, that
such  engagement  is  in  compliance  with  the  terms  of  this  Section  14.

     (F)     It  is  expressly  agreed  by Employee that the nature and scope of
each  of  the  provisions  set forth above in this Section 14 are reasonable and
necessary.  If, for any reason, any aspect of the above provisions as they apply
to  Employee  is  determined  by  a  court  of  competent  jurisdiction  to  be
unreasonable  or  unenforceable,  the  provisions  shall only be modified to the
minimum extent required to make the provisions reasonable and/or enforceable, as
the  case  may  be.  Employee acknowledges and agrees that his services are of a
unique  character  and  expressly  grants  to  the  Employer or any successor or
assigns  the  right to enforce the provisions of this Section 14 through the use
of  all  remedies  available at law or in equity, including, but not limited to,
injunctive  relief.

     (G)     This  Section  14  and  Sections  15,  16,  17, and 18 hereof shall
survive  the  expiration  or  termination  of  this  Agreement  for  any reason.


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     15)     EMPLOYER PROPERTY. (A) Any works, patents, inventions, discoveries,
             ------------------
applications,  processes, know-how or other intellectual property (collectively,
"Intellectual  Property")  designed,  devised,  planned,  applied,  created,
discovered  or invented by Employee in the course of Employee's employment under
this  Agreement and which pertain to any aspect of the Employer's business shall
be  the  sole  and  absolute  property  of Employer, and Employee shall promptly
report  the  same  to Employer.  Without limiting the foregoing, Employee agrees
that  any and all Intellectual Property and any and all Confidential Information
and  Trade  Secrets  developed,  made,  formulated,  written, invented, coded or
otherwise originated in any way by Employee, alone or with others, in connection
with  Employee's  employment  with  Employer,  (and/or  its  past  or  present
subsidiaries  and  affiliates)  shall be deemed to be "works for hire" under the
Copyright  Act  of  1976 and the sole and exclusive property of Employer. To the
extent  that  any  such Intellectual Property, Confidential Information or Trade
Secrets  shall for any reason be considered not to be a "work for hire" for U.S.
copyright  law  purposes,  Employee  hereby  conveys,  transfers  and assigns to
Employer  all  right,  title  and  interest that Employee may have now or in the
future  pertaining  to  such Intellectual Property, Confidential Information and
Trade  Secrets,  including  but  not  limited  to  all  copyrights  and  other
intellectual  property  rights  pertaining  to  the  Intellectual  Property,
Confidential  Information  and  Trade  Secrets.  Upon  the  request of Employer,
Employee  shall  promptly  execute  all  instruments  and documents necessary to
evidence  such  conveyance,  transfer  and  assignment,  which  instruments  and
documents  shall  be prepared at the sole expense of Employer. Nothing contained
in  this  Agreement  shall be construed as granting to or conferring on Employee
any  rights  (by  license  or  otherwise)  in  or  to any Intellectual Property,
Confidential  Information  and  Trade  Secrets.

     (B)     Notwithstanding Paragraph 15(A) above, Employee  acknowledges  and
understands  that  the  provisions  of  this  Agreement  requiring assignment of
inventions  to  Employer do not apply to any invention which qualifies fully for
protection  under  the  provisions of Revised Code of Washington ("RCW") Section
49.44.140 (a copy of which is attached hereto as Exhibit A).  Employee agrees to
                                                 ---------
advise  Employer  promptly in writing of any invention(s) that Employee believes
meet  the  criteria  in  RCW  49.44.140.

     (C)     All  records,  files,  lists,  including  computer-generated lists,
drawings,  documents, software, equipment and similar items relating to Employer
business  which Employee shall prepare or receive from Employer shall remain the
sole and exclusive property of Employer. Upon any termination of this Agreement,
Employee  shall  promptly  return  to  Employer  all property of Employer in his
possession.  Employee  further  represents  that he will not copy or cause to be
copied,  print  out  or cause to be printed out any software, documents or other
materials  originating  with  or  belonging  to Employer.  Employee additionally
represents  that,  upon termination of his employment with Employer, he will not
retain  in  his  possession  any  such software, documents or other materials or
copies  in  machine-  or  human-readable  form.

     16)     REMEDIES.  It  is  mutually  understood  and agreed that Employee's
             --------
services  are  special,  unique,  unusual,  extraordinary and of an intellectual
character  giving  them a peculiar value, the loss of which cannot be reasonably
or  adequately  compensated in damages in an action at law.  Accordingly, in the
event  of  any  breach of this Agreement by Employee, including, but not limited
to,  the  breach of the non-disclosure, non-solicitation and non-compete clauses
under  Section  15 hereof, the Employer shall be entitled to equitable relief by
way  of injunction or otherwise in addition to any damages which Employer may be
entitled  to  recover.

     17)     REPRESENTATIONS,  WARRANTIES AND COVENANTS OF EMPLOYEE;
             -------------------------------------------------------
INDEMNIFICATION.
----------------

     (A)     In  order to induce Employer to enter into this Agreement, Employee
hereby  represents  and  warrants  to  Employer, and covenants with Employer, as
follows:  i)  Employee  has the legal capacity and unrestricted right to execute
and deliver this Agreement and to perform all of his obligations hereunder; (ii)
the  execution and delivery of this Agreement by Employee and the performance of
his  obligations hereunder will not violate or be in conflict with any fiduciary
or  other  duty,  instrument,  agreement,  document,  arrangement  or  other
understanding  to which Employee is a party or by which he is or may be bound or
subject;  (iii)  Employee is not a party to any instrument, agreement, document,
arrangement  or  other  understanding  with  any  person  (other  than Employer)
requiring  or  restricting the use or disclosure of any confidential information
or  the  provision  of  any  employment,  consulting  or  other  services;


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     (B)     Employee  hereby  agrees  to  protect,  defend,  indemnify and hold
harmless  Employer  from  and  against  any  and  all losses, costs, damages and
expenses  (including,  without  limitation,  its  reasonable  attorneys'  fees)
incurred or suffered by Employer resulting from any breach by Employee of any of
his  representations  or  warranties  set  forth  herein.


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     18) ARBITRATION OF  CLAIMS  AND  CONTROVERSIES; ATTORNEYS' FEES; INJUNCTIVE
         -----------------------------------------------------------------------
         RELIEF.
         -------

     (A)     Subject to Paragraph 14(F) above and Section 16 above, any claim or
controversy  between  Employer  and  Employee arising out of or relating to this
Agreement or the breach hereof and/or Employee's employment with Employer and/or
any  termination  thereof  shall  be submitted to arbitration to be held in King
County,  Washington  or such other place as mutually agreed to by the parties in
accordance  the  rules  of  the  American  Arbitration  Association.

     (B)     Nothing in this Agreement shall limit the right of Employer to seek
temporary or preliminary injunctive relief in any federal or state court in King
County,  Washington,  or  in  any  other  federal, state or foreign court having
jurisdiction  thereof,  to  enforce  any  right  under  this  Agreement.

     (C)     In  the  event of any arbitration or litigation arising out of this
Agreement,  the prevailing party shall be entitled to an award of its attorneys'
fees  and  costs  (including  any  fees  and  costs  incurred  in  any appellate
proceedings)  against  the  non-prevailing  party.

     (D)     To  the  fullest  extent  permitted  by  applicable law, each party
hereby  waives  any  right(s)  to  seek  or  be  awarded  punitive  damages.

     19)     NOTICES.  (A)  Notices by Employee to Employer shall be valid only
             -------
if  in writing and shall be deemed to be duly given only if personally delivered
or  deposited  in  the  U.S.  mail by Certified Mail with Return Receipt service
requested,  and  addressed  to  each  of  Employer and Employer's legal counsel,
separately,  at  the following addresses (or at such other address(es) as may be
designated by notice to Employee given in accordance with this Paragraph 19(A)):

     If  to  Employer:          EVOLUTION  USA,  INC.:
                                6100  Wilshire  Boulevard,  Suite  201
                                Los  Angeles,  California  90048
                                Attention:  Gary  L.  Diamond

     With  a  copy  to:         Monahan  &  Biagi,  P.L.L.C.
                                701  Fifth  Avenue,  Suite  5701
                                Seattle,  Washington  98104
                                Attention:  James  F.  Biagi,  Jr.

     If  to  Employee:          GEORGE  FLEMING
                                1040  West  Georgia  Street,  Suite  740
                                Vancouver,  British  Columbia  V6E  4H1

     (B)     Notices  by  Employer to Employee shall be valid only if in writing
and  shall  be deemed to be duly given if delivered to Employee personally or by
United  States  Postal  Service First Class Mail at the address set forth at the
beginning  of  this  Agreement (or at such other address as may be designated by
notice  to  the  Employer  given  in  accordance  with  this  Paragraph  20(B)).

     20)     INTERPRETATION,  HEADINGS. The parties acknowledge and agree that
             -------------------------
the  terms  and  provisions  of  this  Agreement  have been negotiated, shall be
construed  fairly  as to all parties hereto, and shall not be construed in favor
of  or against any party.  The section headings contained 'in this Agreement are
for  reference  purposes only and shall not affect the meaning or interpretation
of  this  Agreement.

     21)     SUCCESSORS  AND  ASSIGNS;  ASSIGNMENT;  INTENDED BENEFICIARIES.
             --------------------------------------------------------------
Neither  this  Agreement,  nor  any  of  Employee's  rights,  powers,  duties or
obligations  hereunder,  may  be  assigned by Employee.  This Agreement shall be
binding  upon  and  inure  to  the  benefit  of Employee and his heirs and legal
representatives  and Employer, and its successors.  Successors of Employer shall
include, without limitation, any corporation or corporations acquiring, directly
or  indirectly,  all  or substantially all of the assets of Employer, whether by
merger,  consolidation,  purchase,  lease or otherwise, and such successor shall
thereafter  be  deemed  "Employer"  for  the  purpose  hereof.


                                      - 8 -
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     22)     NO WAIVER BY ACTION, CUMULATIVE RIGHTS, ETC.
             -------------------------------------------
Any  waiver  or  consent  from Employer with respect to any term or provision of
this  Agreement or any other aspect of Employee's conduct or employment shall be
effective  only  in the specific instance and for the specific purpose for which
given and shall not be deemed, regardless of frequency given, to be a further or
continuing  waiver  or consent.  The failure or delay of Employer at any time or
times  to  require  performance  of, or to exercise any of its powers, rights or
remedies  with  respect to, any term or provision of this Agreement or any other
aspect  of  Employee's  conduct  or employment in no manner (except as otherwise
expressly  provided  herein)  shall  affect  Employer's right at a later time to
enforce  any  such  term  or  provision.

     23)     SEVERABILITY.  Except  as otherwise provided for in this Agreement,
             ------------
if  any  provision of this Agreement shall be unenforceable under any applicable
law, then notwithstanding such unenforceability, the remainder of this Agreement
shall  continue  in  full  force  and  effect.

     24)     COUNTERPARTS;  GOVERNING  LAW;  AMENDMENTS,  ENTIRE  AGREEMENT.
             ---------------------------------------------------------------
This  Agreement  may be executed in two counterpart copies, each of which may be
executed  by  one  of the parties hereto, but all of which, when taken together,
shall  constitute  a  single  agreement  binding upon all of the parties hereto.
This  Agreement and all other aspects of Employee's employment shall be governed
by  and construed in accordance with the applicable laws pertaining in the State
of  Washington.  Each  and  every  modification  and amendment of this Agreement
shall  be in writing and signed by the Employee and the Employer, and any waiver
of,  or  consent  to any departure from, any term or provision of this Agreement
shall  be  in  writing and signed by each affected party hereto.  This Agreement
contains  the  entire  agreement  of  the  parties  and  supersedes  all  prior
representations,  agreements  and understandings, oral or otherwise, between the
parties  with  respect  to  the  matters  contained  herein.

     25)     MISCELLANEOUS.  Employee represents and agrees that he fully
             -------------
understands  his right to discuss all aspects of this Agreement with his private
attorney;  that  to  the  extent, if any, that he desired, he availed himself of
this  right-,  that  he  has  carefully  read  and  fully understands all of the
provisions  of  the  Agreement;  that he is competent to execute this Agreement,
that his agreement to execute this Agreement has not been obtained by any duress
and  that  he  freely  and voluntarily enters into it, and that he has read this
document  in  its  entirety  and  fully  understands  the  meaning,  intent  and
consequences  of  this  document which is that it is an agreement of employment.


                                      - 9 -
<PAGE>
     IN  WITNESS  THEREOF,  the  parties  have executed this Agreement as of the
______  day  of  ___________________,  2000.


EMPLOYER:     EVOLUTION  USA,  INC.
---------


              /s/  Gary  L.  Diamond
              ___________________________________
              By:  Gary  L.  Diamond
              Its:  Chief  Financial  Officer


EMPLOYEE:
---------

              /s/  George  Fleming
              ____________________________________
              GEORGE  FLEMING


                                      - 10 -
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                                    EXHIBIT A
                                    ---------

                  REVISED CODE OF WASHINGTON SECTION 49.44.140
                  --------------------------------------------


RCW  49.44.140.  REQUIRING  ASSIGNMENT  OF  EMPLOYEE'S  RIGHTS  TO
INVENTIONS--CONDITIONS

     (1)  A provision in an employment agreement which provides that an employee
shall  assign or offer to assign any of the employee's rights in an invention to
the  employer  does  not apply to an invention for which no equipment, supplies,
facilities,  or  trade secret information of the employer was used and which was
developed  entirely on the employee's own time, unless (a) the invention relates
(i)  directly  to the business of the employer, or (ii) to the employer's actual
or  demonstrably  anticipated  research  or  development,  or  (b) the invention
results from any work performed by the employee for the employer.  Any provision
which  purports  to  apply  to  such  an invention is to that extent against the
public  policy  of  this  state  and  is  to that extent void and unenforceable.

     (2)  An  employer shall not require a provision made void and unenforceable
by  subsection  (1)  of  this section as a condition of employment or continuing
employment.

     (3)  If  an  employment  agreement  entered  into  after September 1, 1979,
contains  a  provision  requiring  the  employee to assign any of the employee's
rights in any invention to the employer, the employer must also, at the time the
agreement  is  made,  provide  a  written  notification to the employee that the
agreement  does  not  apply  to  an  invention for which no equipment, supplies,
facility,  or  trade  secret  information of the employer was used and which was
developed  entirely on the employee's own time, unless (a) the invention relates
(i)  directly  to the business of the employer, or (ii) to the employer's actual
or  demonstrably  anticipated  research  or  development,  or  (b) the invention
results  from  any  work  preformed  by  the  employee  for  the  employer.


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