EMPLOYMENT AGREEMENT

Employment Agreement, between OXIR Investments, Inc., (the "Company") and Kirill
Mendelson (the "Employee").

1. For good  consideration  the Company  employs the  Employee on the  following
terms and conditions.

2. Term of Employment: Subject to the provisions for termination set forth below
the employment shall begin on September 1, 1998.

3. Salary:  The Company shall pay the Employee a salary of $ 40,000  dollars per
year and other considerations,  for the services of the Employee.  The salary is
due on the first of every month and payable through the company's payroll.

4. As a signing bonus Mr. Mendelson is to receive 2% (two percent) of the entire
companies  stock.  As of  September 1, 1998 this number is equal to 270,000 (two
hundred  seventy  thousand)  shares  and is  calculated  based on  13,500,000.00
outstanding shares.

5. Duties and  Position:  The  Company  hires the  Employee  in the  capacity of
Secretary and Treasurer. The Employee's duties may be reasonably modified at the
Company's direction from time to time.

6. Confidentiality of Proprietary Information:  Employee agrees, during or after
the term of this employment,  not to reveal confidential  information,  or trade
secrets, to any person, firm, corporation,  or entity. Should Employee reveal or
threaten  to  reveal  this  information  the  Company  shall be  entitled  to an
injunction  restraining the Employee from disclosing same, or from rendering any
services to any entity to whom said  information has been or is threatened to be
disclosed.  The right to secure an injunction is not exclusive,  and the Company
may  pursue any other  remedies  it has  against  the  Employee  for a breach or
threatened breach of this condition,  including the recovery of damages from the
Employee.

7.  Reimbursement of Expenses:  The Employee may incur  reasonable  expenses for
furthering the Company's business, including expenses for entertainment,  travel
and similar  items.  The  Company  shall  reimburse  Employee  for all  business
expenses  after the  Employee  presents  an  itemized  account of  expenditures,
pursuant to Company policy.

8. Vacation:  The Employee shall be entitled to a yearly  vacation of forty days
at full pay.


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9.  Automobile:  The Employee  shall be provided with the Company car that he is
allowed to use after "regular  business hours".  The company takes an obligation
of paying for insurance coverage, repair and maintenance for this car.

10.  Disability:  If Employee  cannot  perform the duties  because of illness or
incapacity for a period of more than 12 weeks,  the  compensation  otherwise due
during said illness or incapacity will be reduced by 50 percent.  The Employee's
full  compensation  will be  reinstated  upon  return to work.  However,  if the
Employee is absent from work for any reason for a  continuous  period of over 12
months, the Company may terminate the Employee's  employment,  and the Company's
obligations under this agreement will cease on that date.

11.  Termination  of Agreement:  The Company may terminate this agreement at any
time upon 14 days written notice to the Employee.  If the Company requests,  the
Employee will  continue to perform  his/her  duties and be paid his/her  regular
salary up to the date of  termination.  In  addition,  the Company  will pay the
Employee on the date of termination a severance  allowance of $20,000 less taxes
and social  security  required to be withheld.  Without cause,  the Employee may
terminate employment upon 14 days written notice to the Company. Employee may be
required to perform his/her duties.  Employee will be paid the regular salary to
date of termination but shall not receive a severance allowance. Notwithstanding
anything to the contrary contained in this agreement,  the Company may terminate
the Employee's  employment upon 14 days notice to the Employee should any of the
following events occur:

a)       The  sale of  substantially  all of the  Company's  assets  to a single
         purchaser or group of associated purchasers; or

b)       The sale,  exchange,  or other  disposition,  in one transaction of the
         majority of the Company's outstanding corporate shares, or

c)       The  Company's  decision to terminate  its business and  liquidate  its
         assets;

d)       Bankruptcy or Chapter 11 Reorganization.

12. Death Benefit: Should Employee die during the term of employment the Company
shall pay to Employee's estate any compensation due through the end of the month
in which death occurred plus severance in the amount of $60,000 dollars,

13.  Assistance in Litigation:  Employee shall upon reasonable  notice,  furnish
such  information  and proper  assistance  to the Company as, it may  reasonably
require in connection with any litigation in which it is, or may become, a party
either during or after employment.

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14. Effect of Prior  Agreements:  This agreement  supersedes any prior agreement
between the Company or any  predecessor of the Company and the Employee,  except
that this  agreement  shall not  affect or  operate  to reduce  any  benefit  or
compensation  inuring  to the  Employee  of a kind  elsewhere  provided  and not
expressly provided in this agreement.

15.  Settlement by Arbitration:  Any claim or controversy  that arises out of or
relates to this  agreement or the breach of it, shall be settled by  arbitration
in accordance with the rules of the American Arbitration  Association.  Judgment
upon the award rendered may be entered in any court with jurisdiction.

16.  Limited  Effect of Waiver by Company.  Should  Company  waive breach of any
provision of this agreement by the Employee,  that waiver will not operate or be
construed as a waiver of further breach by the Employee.

17.  Severability:  If for any reason,  any provision of this  agreement is held
invalid.  all other provisions of this agreement shall remain in effect. If this
agreement  is held  invalid  or  cannot  be  enforced,  then to the full  extent
permitted  by law any prior  agreement  between the Company (or any  predecessor
thereof) and the Employee  shall be deemed  reinstated as if this  agreement had
not been executed.

18. Assumption of Agreement by Company's Successors and Assignees: The Company's
rights and  obligations  under this  agreement  will inure to the benefit and be
binding upon the Company's successors and assignees.

19. Oral  Modifications Not Binding:  This instrument is the entire agreement of
the  Company  and the  Employee.  Oral  changes  shall  have no effect it may be
altered only by a written agreement signed by the party against whom enforcement
of any waiver, change, modification, extension or discharge is sought.

Signed this First day of September 1998.

SIGNATURE                                   SIGNATURE
/s/Vassili Oxenuk President                 /s/Kirill Mendelson

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Vassili Oxenuk                              Kirill Mendelson