EMPLOYMENT AGREEMENT


     THIS  AGREEMENT is made and entered into this 31st day of March,  2000,  by
and between  eSAFETYWORLD,  Inc., having its principal place of business in East
Setauket,  NY, hereinafter  referred to as the "Employer",  and James Brownfiel,
hereinafter referred to as the "Employee."

1.   Employment.  The  Employer  hereby  agrees to employ  the  Employee  in the
     capacity of chief operating  officer of the Employer with  responsibilities
     as determined from time to time by the Chief Executive  Officer or Board of
     Directors upon the terms and conditions set out herein.

2.   Term.  The term of this  Agreement  shall begin on April 1, 2000, and shall
     terminate three years from such date.  This Agreement  shall  automatically
     renew each year  thereafter,  unless  either  party  gives  sixty (60) days
     written  notice  to the  other  party of his  intent  not to  renew  for an
     additional period.

3.   Compensation.  The Employer shall pay the Employee, as compensation for the
     services rendered by the Employee, a salary of $85,000 in 2000, $100,000 in
     2001 and $120,000 in 2002,  payable every two weeks.  Salary payments shall
     be  subject to  withholding  and other  applicable  taxes.  Employer  shall
     provide Employee with the present company medical plan.

4.   Expenses.  The Company will provide Employee with a suitable  automobile or
     shall,  in lieu of being  furnished  with a Company  automobile,  receive a
     monthly  automobile  allowance of not less than $500.00.  The Company shall
     also reimburse  Employee for all reasonable and necessary expenses incurred
     in carrying out his duties under this Agreement.  Employee shall present to
     the Company from time to time an itemized  account of such  expenses in any
     form required by the Corporation.  Such expenses shall be subject to review
     by the Audit Committee of the Board of Directors.

5.   Duties. The Employee shall perform, for the Employer, the duties as defined
     by the Board of Directors.

6.   Extent of Services.  The Employee  shall devote not less than 90 percent of
     his time, attention, and energies to the Employer's business and shall not,
     during  the  term of this  Agreement,  be  engaged  in any  other  business
     activity,  whether  or not such  business  activity  is  pursued  for gain,
     profit, or other pecuniary  advantage.  The Employee further agrees that he
     will  perform all of the duties  assigned to him to the best of his ability
     and in a manner  satisfactory to the Employer,  that he will truthfully and
     accurately  maintain all records,  preserve all such records,  and make all
     such reports as the Employer  may require;  that he will fully  account for
     all  money and all of the  property  of the  Employer  of which he may have
     custody and will pay over and deliver the same  whenever and however he may
     be directed to do so.

7.   Notices.  Any notice  required or desired to be given under this  Agreement
     shall  be  given  in  writing,  sent  by  certified  mail,  return  receipt
     requested,  to  his  residence  in the  case  of  the  Employee,  or to its
     principal place of business, in the case of the Employer.

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8.   Waiver of Breach.  The waiver by the employer of a breach of any  provision
     of this  Agreement by the  Employee  shall not operate or be construed as a
     waiver of any subsequent  breach by the Employee.  No waiver shall be valid
     unless in writing and signed by the Employer.

9.   Assignment.  The Employee  acknowledges that the services to be rendered by
     him are unique and personal.  Accordingly,  the Employee may not assign any
     of his  rights or  delegate  any of his  duties or  obligations  under this
     Agreement.  The rights and obligations of the Employer under this Agreement
     shall inure to the benefit of and shall be binding upon the  successors and
     assigns of the Employer.

10.  Death  during  Employment.   If  the  Employee  dies  during  the  term  of
     employment,  the Employer  shall pay to the estate of the Employee one full
     month of  compensation  which would otherwise be payable to the Employee if
     the Employee were alive.  In addition,  the Employer shall allow the Estate
     of the Employee to maintain the  ownership of any interest the Employee had
     in any and all distributorships.

11.  Vacations.  The  Employee  shall be  entitled  each  year to  vacation  and
     personal leave suitable and  appropriate to his position.  During this time
     his compensation shall be paid in full.

12.  Termination  by Employee.  The Employee may not  terminate  this  Agreement
     without  cause.  This  Agreement and the  employment of the Employee may be
     terminated by either party with stated cause upon 30 days'  written  notice
     given by  either  party to the  other  within  12  months  from the date of
     commencement of employment hereunder,  or upon 90 days' written notice with
     stated  cause  thereafter.  Termination  for cause shall  include,  but not
     necessarily be limited to (i) Employee's  failure,  refusal or inability to
     perform  satisfactorily  the  services  required  of him by  the  Board  of
     Directors;  (ii) Employee's  commitment of an offense of moral turpitude or
     offense  under  federal,  state or local  laws;  and  (iii)  commission  by
     Employee of an act of disloyalty  against the  Corporation or the violation
     by Employee of any provision of this Agreement.

13.  Entire Agreement.  This Agreement contains the entire  understanding of the
     parties.  It may be changed only by an Agreement in writing,  signed by the
     parties hereto.

14.  Governing Law. This agreement,  and all transactions  contemplated  hereby,
     shall be governed by, construed and enforced in accordance with the laws of
     the State of New York.  The parties herein waive trial by jury and agree to
     submit to the personal  jurisdiction and venue of a court of subject matter
     jurisdiction  located in Suffolk  County,  State of New York.  In the event
     that  litigation  results  from  or  arises  out of this  Agreement  or the
     performance  thereof, the parties agree to reimburse the prevailing party's
     reasonable attorney's fees, court costs, and all other expenses, whether or
     not taxable by the court as costs, in addition to any other relief to which
     the  prevailing  party may be entitled.  In such event,  no action shall be
     entertained by said court or any court of competent  jurisdiction  if filed
     more than one year

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     subsequent to the date the cause(s) of action actually  accrued  regardless
     of whether damages were otherwise as of said time calculable.

15.  Indemnity.  The Employer shall indemnify the Employee and hold him harmless
     for any  acts or  decisions  made by him in  good  faith  while  performing
     services for the Employer and will use its best efforts to obtain  coverage
     for the Employee  under any  insurance  policy now in force or  hereinafter
     obtained  during the term of this  Agreement  covering the other  officers,
     and/or employees of the Employer against  lawsuits.  Employer shall pay all
     expenses,  including  attorney's fees, actually and necessarily incurred by
     the Employee in connection with any appeal  thereon,  including the cost of
     court settlements.

16.  Working  Facilities.  The Employee  shall be provided such  facilities  and
     services  as  are  suitable  to  his  position  and   appropriate  for  the
     performance of his duties.

17.  Contractual  Procedures.  Unless  specifically  disallowed  by law,  should
     litigation  arise  hereunder,  service of process  therefor may be obtained
     through  certified  mail,  return  receipt  requested;  the parties  hereto
     waiving  any and all rights  they may have to object to the method by which
     service was perfected.



eSafetyWorld, Inc.


------------------------------                 ---------------------------------
By:  Edward Heil                               James Brownfiel
Its:  CEO & President