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                                  Exhibit 10.1

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is entered into effective the 16th day of January, 2004,
by and between GFY Foods, INC., a Nevada corporation (herein called the
"CORPORATION"), and Edward Schwalb (herein called the "EMPLOYEE").


1.   EMPLOYMENT. The CORPORATION hereby employs EMPLOYEE, and EMPLOYEE hereby
     accepts such employment, to serve as and in the capacity of President or
     such other capacity as may be determined by the Board of Directors of the
     CORPORATION upon and subject to the terms and conditions set forth herein.

2.   TERM OF EMPLOYMENT. The term of this Agreement, and the term of the
     employment of EMPLOYEE hereunder, shall be for a period of five (5) years
     beginning January 16, 2004 and ending December 31, 2008, unless sooner
     terminated in the manner provided herein. The term of this Agreement and of
     the employment of EMPLOYEE hereunder may be extended or renewed for such
     additional terms or periods and upon and subject to such additional terms
     and conditions as the parties may agree.

3.   DUTIES.
     A.  EMPLOYEE, during normal business hours, shall devote his best efforts
         and his entire time, attention and energy to the business and affairs
         of the CORPORATION. EMPLOYEE shall perform all duties normally and
         properly incident to the office or positions held by him and such
         further duties as may from time to time be assigned to him by the Board
         of Directors of the CORPORATION.
     B.  EMPLOYEE agrees to adhere to all existing rules and company policies of
         the CORPORATION, as well as any other procedures, duties and
         responsibilities that may be reasonably required of EMPLOYEE and
         promulgated by the CORPORATION, its executive officers and its Board of
         Directors.
     C.  During the term of this Agreement, EMPLOYEE shall not engage, directly
         or indirectly, in any activities competitive with any business which is
         now or which hereafter may be conducted by the CORPORATION, or its any
         of its subsidiaries.

4.   COMPENSATION. As compensation for the services rendered by EMPLOYEE during
     the term of this Agreement, the CORPORATION shall make the following
     payments to EMPLOYEE:
     A.  Cash compensation to be determined by the Board of Directors based upon
         performance and available capital.
     B.  A payment of two hundred and fifty million (250,000,000) shares of
         restricted common stock of CORPORATION. Such stock, along with other
         holdings by EMPLOYEE shall be non-dilutive and shall at all times
         during the term of this Agreement equal at least a seventy percent
         (70%) ownership of CORPORATION.
     C.  EMPLOYEE shall be due an annual bonus as determined by the Compensation
         Committee of the Board of Directors of CORPORATION. Such bonus may be
         paid in cash or stock form as determined by the Compensation Committee
         of the Board of Directors of CORPORATION. The CORPORATION shall not be
         obligated to pay any bonus under this subparagraph.

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5.   EMPLOYEE BENEFITS. During the term of this Agreement, EMPLOYEE shall
     receive and be entitled to participate in all benefits customarily offered
     to or conferred upon other employees of the CORPORATION.

6.   TERMINATION OF EMPLOYMENT.
     A.  Upon the occurrence of any of the following events and the expiration
         of the period, if any, specified, this Agreement and the employment of
         EMPLOYEE hereunder shall terminate:
         (1)  The death of EMPLOYEE.
         (2)  The expiration of a period of three (3) business days after the
              delivery by EMPLOYEE of notice of resignation of EMPLOYEE as an
              employee of the CORPORATION.
         (3)  The "disability" of EMPLOYEE. The term "disability", as used
              herein, shall mean the inability or failure of EMPLOYEE, by reason
              of any medically demonstrable physical or mental condition, to
              perform his duties hereunder. The disability of EMPLOYEE shall be
              deemed to have occurred if: (i) the issuer of any disability
              income policy insuring EMPLOYEE shall have determined that
              EMPLOYEE is disabled, whether partially or totally, within the
              meaning of the provisions of such policy; (ii) EMPLOYEE shall be
              absent from work for a period of sixty (60) consecutive business
              days or two or more periods, each of which shall be of less than
              sixty (60) business days but all of which in the aggregate shall
              be of more than ninety (90) business days for any reason without
              the written notice of the CORPORATION or (iii) the CORPORATION
              shall have received written opinions from two duly licensed
              physicians that EMPLOYEE, by reason of any medically demonstrable
              physical or mental condition, is unable to perform his duties for
              the foreseeable future or that the continued performance of his
              duties will endanger his life.
         (4)  The misconduct of EMPLOYEE as evidenced by the following:
              (a)  The material breach by EMPLOYEE of any covenants of this
                   Agreement.
              (b)  The habitual neglect by EMPLOYEE of his duties as an
                   employee.
              (c)  The commission by EMPLOYEE of fraud, misappropriation,
                   embezzlement or the like.
              (d)  Any gross or lewd misbehavior, any material wrongdoing, any
                   criminal activity or the like on the part of the EMPLOYEE.
         (5)  A determination on the part of the Board of Directors of the
              CORPORATION of the inability or failure of EMPLOYEE to perform his
              duties hereunder in a reasonably satisfactory manner.

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7.   CONFIDENTIAL INFORMATION AND TRADE SECRETS. As consideration for and to
     induce the employment of EMPLOYEE by the CORPORATION, EMPLOYEE hereby
     covenants and agrees that:
    A.   All information relating to or used in the business and operation of
         the CORPORATION including, but not limited to, data, records, computer
         programs, manuals, processes, methods, marketing programs and
         intangible rights and procedures, client and customer lists, and client
         lead lists whether prepared, compiled, developed or obtained by
         EMPLOYEE or by the CORPORATION prior to or during the term of this
         Agreement and the employment of EMPLOYEE hereunder, are and shall be
         confidential information and trade secrets which are the exclusive
         property of the CORPORATION.
    B.   All programs, customer and clients lists, computer programs, manuals,
         records, data and processes relating to or used in the business and
         operations of the CORPORATION or of any of its customers and made,
         first reduced to practice, devised or conceived by EMPLOYEE, alone or
         with others, during the term of this Agreement and the employment of
         EMPLOYEE hereunder, whether made, first reduced to practice, devised or
         conceived during or outside of regular working hours, on or away from
         the CORPORATION's premises or at the expense of the CORPORATION or of
         EMPLOYEE or of any other person, are and shall be confidential
         information and trade secrets which are the exclusive property of the
         CORPORATION. EMPLOYEE further agrees that he shall promptly and fully
         disclose and assign to the CORPORATION (or, if the CORPORATION shall
         otherwise direct EMPLOYEE in writing, as so directed by the
         CORPORATION) all rights and interests that he has or may have in and to
         all such programs, lists, records and data. All such matters are and
         shall be confidential information and trade secrets, which are the
         exclusive property of the CORPORATION whether or not so disclosed or
         assigned. EMPLOYEE shall fully cooperate with the CORPORATION and its
         representatives in preparing, and shall execute, acknowledge and
         deliver as directed by the CORPORATION, such instruments (including,
         but not limited to, assignments, applications for copyrights, trade
         names and trademarks) and take such other action as the CORPORATION may
         deem necessary or appropriate to evidence of effect the provisions of
         this paragraph.
    C.   All records, customer and client lists, programs, data, computer
         programs and other materials relating to confidential information and
         trade secrets which are the exclusive property of the CORPORATION,
         including, without limitation, material in written form or in a form
         produced or stored by any electrical or mechanical means or process,
         whether prepared, compiled or obtained by EMPLOYEE or by the
         CORPORATION or prior to or during the term of this Agreement and the
         employment of EMPLOYEE hereunder, are and shall be the exclusive
         property of the CORPORATION.
    D.   Except in the regular course of his employment by the CORPORATION
         hereunder or as the CORPORATION may expressly authorize or direct in
         writing, EMPLOYEE shall not, during or after the term of this Agreement
         and of his employment hereunder copy, reproduce, disclose or divulge to
         others, use or permit others to use any confidential information and
         trade secrets which are the property of the CORPORATION, or any
         records, client and customer lists, lead lists, data, computer


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         programs, other materials relating to any such confidential information
         or trade secrets. EMPLOYEE further covenants and agrees that during the
         term of this Agreement and his employment by the CORPORATION he shall
         not remove from the custody and control of the CORPORATION any lists,
         data, recorders, computer programs and other materials relating to such
         confidential information and trade secrets and that upon termination of
         this Agreement and of his employment he shall deliver the same to the
         CORPORATION.

8.   EQUITABLE REMEDIES. The parties acknowledge and agree that in the event of
     a default or breach or of a threatened default or breach by EMPLOYEE of the
     provisions of Section 7 and 8 of this Agreement, the CORPORATION shall
     sustain irreparable injury and damages, the amount or extent of which
     cannot be measured in money and for which there does not and shall not
     exist any adequate remedy at law. Accordingly, each of the parties hereby
     agrees that in the event of a fault or breach or of a threatened default or
     breach by EMPLOYEE of the provisions of Section 7 and 8 of this Agreement,
     the CORPORATION shall be entitled to immediate injunctive relief and to
     specific performance and that in any legal action or proceeding for
     injunctive relief and specific performance the EMPLOYEE or CORORATION shall
     be deemed to have hereby waived, and shall not assert in such action or
     proceeding, the defense or claim that the CORPORATION has an adequate
     remedy at law or that an adequate remedy at law exists. The foregoing shall
     not, however, be deemed to limit or restrict the remedies at law or in
     equity of the CORPORATION for any default or breach or any threatened
     default or breach of the provisions of this Agreement. The covenants
     contained in this paragraph shall be construed as covenants independent of
     any other provisions of this Agreement, and the existence of any claim or
     cause of action by one party against the other shall not constitute a
     defense to the enforcement thereof.

9.   NOTICES. All notices, directions, consents, other communications to, upon,
     and between the parties shall be in writing and shall be deemed to have
     been given, delivered, made and received when sent or mailed by certified
     mail, postage prepaid and return receipt requested, addressed to the
     CORPORATION at its principal office and to EMPLOYEE at his residential
     address as it appears on the employment records or the CORPORATION.

10.  PRIOR AGREEMENTS. All prior agreements and understandings of every kind
     between the parties regarding the employment of EMPLOYEE by the CORPORATION
     are superseded by this Agreement and are hereby terminated.

11.  EFFECT. This Agreement shall be binding on and inure to the respective
     benefit of EMPLOYEE and the personal representative of EMPLOYEE and the
     CORPORATION and its successor and assigns.

12.  SEVERABILITY. The invalidity or unenforceability or any provision of this
     Agreement shall not affect the validity or enforceability of any other
     provision.

13.  MODIFICATION. No provision of this Agreement, including the provision of
     this paragraph, may be modified, deleted or amended in any manner except by
     an Agreement in writing executed by each of the parties.

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14.  ASSIGNMENT. Neither this Agreement nor any interest herein may be assigned
     by either party.

15.  CONSTRUCTION. This Agreement is executed and delivered in the State of
     Illinois and shall be construed and enforced in accordance with the laws of
     such state.

16.  ORIGINAL COPIES. This Agreement may be executed in more than one
     counterpart, each of which shall be deemed an original and binding as
     against the signator.

17.  HEADINGS. The underlined headings herein are for convenience only and shall
     not affect the interpretation of this Agreement.

18.  ATTORNEYS' FEE. If either party brings an action to enforce his or its
     rights under this Agreement, in addition remedies to which such party may
     be entitled, the prevailing party shall be entitled to recover attorneys'
     fees and costs.

WITNESS the following signatures as of the above written date.

                  CORPORATION:       GFY FOODS, INC.
                                     A Nevada corporation


                                     By: /s/ Edward Schwalb
                                     -------------------------------------------
                                     Edward Schwalb, President and Sole Director


                  EMPLOYEE:          /s/ Edward Schwalb
                                     -------------------------------------------
                                     Edward Schwalb


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