EXHIBIT 10(w)

                              EMPLOYMENT AGREEMENT


     This EMPLOYMENT  AGREEMENT is made as of the 18th day of March 2004 between
Eric Elgar (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 Technical  Officer (CTO). The
Employee  shall have such duties as set forth by the  Employer  and shall report
directly to 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) years 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. DUTIES AND RESPONSIBILITIES.
        ---------------------------

          A.  As  Chief  Technical  Officer,   the  employee  shall  diligently,
conscientiously  and  faithfully  devote  all  necessary  time and energy to the
business of the Employer  during the term,  including  any  renewals,  and shall
actively manage, and have responsibility for and supervision over, the technical
business  activities  and affairs of the Company  and its  subsidiaries,  and he
shall,  manage,  supervise and direct its  employees  and agents,  and all other
duties  as from  time to  time  reasonably  requested  by the  President  of the
Company.

          B. During the term hereof and any  renewal,  the  Employee  shall not,
without the written consent of the Employer, such consent not to be unreasonably
withheld,  engage  in any  activity  that  competes  with  the  interest  of the
Employer,  whether the Employee is acting by himself or as an officer, employee,
shareholder, or fiduciary.

     4. VACATIONS AND EDUCATIONAL COURSES.
        ---------------------------------

          A. The  Employee  shall be  entitled  to a vacation of three (3) weeks
duration during the term of this  Agreement.  This may be taken after six months
of employment of the Employee. The compensation of the Employee shall be paid to
him during the time of his vacation.  Attendance with the Employer's approval at
professional  meetings,  conventions,  and  educational  courses up to two weeks
shall not constitute part of said vacation.

          B.  Vacation may be taken at one time or from time to time,  the exact
time to be subject to approval by the Employer.

     5. 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.

     6.  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.

     7. 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.

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          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

            (ii)  at any time at the election of Employee  upon ninety (90) days
                  notice to Employer.

     8. 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;

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          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.

     9. 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.

          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.

     10. 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  directly  compete with the
products of Employer.

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          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, 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,
including retroactive payments back to the date of unemployment.

          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.

     11. 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.

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          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
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.

     12.  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.

     13. 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.

     14.  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.

     15.  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.

     16. ENFORCEMENT OF COVENANTS;  SURVIVAL. The Employee acknowledges that his
         -----------------------------------
skills and position in the  technology  industry 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 8 - 12, 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 8 -
12 shall  remain  enforceable  by  Employer  against  Employee  even  after  the
termination of this Agreement.

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     17.  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.

     18.  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.

     19.  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.

     20.  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.

     21.   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, President           Eric Elgar

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                                   SCHEDULE A
                                   ----------
                                     Salary

3.   Employee's salary shall be $100,000 per annum.  Although the employee shall
     commence  employment  as of the date  hereof,  employee's  salary shall not
     commence until on April 1, 2004.

4.   The Employee is guaranteed employment for at least six (6) months.



                                   SCHEDULE B
                                   ----------
                                     Options

5.   The Employee will be issued 150,000 stock options to purchase the Company's
     common stock which are to be granted from the Company  Stock Option Plan at
     the  exercise  price  equal to the mid point  between the bid price and ask
     price of the Company's  common stock on the date of grant. The following is
     the vesting schedule for the options:


          ----------------- ----------- ----------- ----------- ----------------
                Grant          Vest        # of        # of           Vest
          ----------------- ----------- ----------- ----------- ----------------
                Date            %         Shares       Days           Date
          ----------------- ----------- ----------- ----------- ----------------
             3/18/2004         25%        37,500        90          6/162004
          ----------------- ----------- ----------- ----------- ----------------
                               25%        37,500       180          9/14/2004
          ----------------- ----------- ----------- ----------- ----------------
                               50%        75,000       365          3/18/2005
          ----------------- ----------- ----------- ----------- ----------------







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