[GRAPHIC OMITTED]
                               eSAFETYWORLD, INC.
                           100-31 South Jersey Avenue
                               Setauket, NY 11733
                                  516-244-1454
                               Fax: 212-656-1978


March 21, 2000

Stephen B. Schneer, Chairman
Laminaire Corporation
960 East Hazelwood Avenue
Rahway, NJ 07065

Dear Mr. Schneer:

     This letter summarizes various  understandings  between eSAFETYWORLD,  Inc.
and  Laminaire  Corporation  and assumes that all readers are familiar  with the
following two points:

     o    Laminaire's relationships with vendors and customers of it CD Division
          were much  worse than had been  disclosed.  Blanket  orders  that were
          expiring were nor being renewed, pricing and database files were badly
          out-of-date  or otherwise  inaccurate,  virtually no sales efforts had
          taken  place  for an  extended  period  of time and few  vendors  were
          willing to ship product.

     o    Laminaire is unable to ship product for its CM Division  because it is
          unable to obtain materials from its vendors.

          Laminaire and eSAFETYWORLD now agree that:

          o    The  acquisition  agreement dated August 23, 1999 will be amended
               to adjust the purchase  price of the intangible  assets  acquired
               such that eSAFFTYWORLD will no longer assume any accounts payable
               or  accrued  expenses  from  Laminaire  and  the two  notes  that
               Laminaire  received from eSAFFTYWORLD in the aggregate  principal
               amount of $500,000 will be reduced to $400,000. In addition,  the
               Agreement  will be  amended  to (i)  include a current  toll free
               (800)  telephone  number held by  Laminaire  as one of the assets
               assigned to eSAFFTYWORLD and (ii) specify that filters  purchased
               from third parties and distributed  without  further  value-added
               procedures are included as CD sales items (as such,  eSAFETYWORLD
               is entitled to customer  lists  pertaining to filter sales to the
               extent  such  lists  exist).  All other  terms of the notes  will
               remain in force.

          o    eSAFETYWORLD  will agree to function as a general  contractor  on
               selected  CM jobs.  eSAFFTYWORLD  will,  at its sole  discretion,
               determine which jobs offered
<PAGE>


               by  Laminaire  to  accept.  If a job  or  contract  is  accepted,
               eSAFETYWORLD  will be assigned the customer  sales order and will
               obtain all materials, subcontract services and project management
               required  to  undertake  and  complete  the job.  Laminaire  will
               provide all direct labor and  fabrication  work and receive a fee
               for  its  sales  and  customer  service  functions.  In  general,
               Laminaire  will bill out its labor at $28 per hour and  receive a
               sales and service  fee equal to three  percent of the total sales
               price.  However,  Laminaire may propose different different terms
               on a case-by-case basis. eSAFETYWORLD will bill the customer when
               a  job  is  shipped  and   Laminaire   will   concurrently   bill
               eSAFETYWORLD  for its  services.  Both  parties  agree  that  the
               underlying  reason  for this  arrangement  is that  Laminaire  is
               unable to fulfill  customer  orders  because it is on credit hold
               with  substantially  all of its CM vendors.  This  portion of the
               agreement  will remain in effect  until June 30, 2000 and will be
               reviewed and reconsidered by both parties at that date.

          o    Laminaire  will  provide   miscellaneous   other   administrative
               services for eSAFETYWORLD through April 30, 2000 and eSAFETYWORLD
               will provide sales and management  services for Laminaire through
               the  same  period.  Each  service  will  be  considered  to  have
               approximately equal values.

eSAFETYWORLD  will  agree  to drop any  other  claims  that it may have  against
Laminaire upon Laminaire executing this agreement.

     Any controversy or claim arising out of or relating to this  agreement,  or
the breach  thereof,  shall be settled by arbitration in accordance of the rules
of the American Arbitration Association, and judgment upon the award rendered by
the arbitrator(s) shall be entered in any court having jurisdiction thereof. For
that purpose,  the parties  hereto consent to the  jurisdiction  and venue of an
appropriate  court  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
subsequent  to the date the cause(s) of action  actually  accrued  regardless of
whether damages were otherwise as of said time calculable.

     Please review and return no later than March 29, 2000,


     Sincerely,


     /s/ EDWARD A HEIL

     Edward A Heil
     President

2

<PAGE>

Agreed to by:


/S/ [ILLEGIBLE]
---------------

     NAME

/S/ Director
---------------
    Title



<PAGE>

                                [GRAPHIC OMITTED]
                           100-31 South Jersey Avenue
                               Setauket, NY 11733
                                  631-244-1454
                                Fax: 212-656-1978


April 4, 2000

Stephen B. Schneer, Chairman
Laminaire Corporation
960 East Hazelwood Avenue
Rahway, NJ  07065

Dear Mr. Schneer:

The  purpose  of  this  letter  is to set  forth  a list  of  payments  made  by
eSAFETYWORLD,  Inc. on behalf of Laminaire  Corporation.  All such  payments are
being offset against the promissory  notes in the aggregate  principal amount of
$400,000 due by eSAFETYWORLD to Laminaire.

The payments are as follows:

     Guarantees:
        Texwipe                            $ 62,400
        Alma                                 77,805
        Kimberly Clark                       79,882

     Eichler Bergsman & Co., LLP              7,500

     Cash used by Laminaire (1)             130,859

     Offset of Note due from Laminaire       82,000
                                           --------

     Total                                  440,446

     Amount of Notes                        400,000
                                           --------

     Amount due to eSAFETYWORLD            $ 40,446
                                           ========


(1)  This amount relates to cash  collected by Laminaire on sales  pertaining to
     eSAFETYWORLD during the period August 1999 to February 2000 as follows:

<PAGE>


     Period               Sales    Cost of sales   Other          Net

August 22, 1999
through October         $355,969     $213,110
November - December       76,000       55,900
January - February        59,900       44,000
                        --------     --------
Total                   $491,869     $313,010     $ 48,000     $130,859
                        ========     ========     ========     ========


All amounts  were  obtained  from Mr.  Daniele.  The amount  included in "Other"
represents  $8,000  per  month  to cover  Laminaire's  costs  of  servicing  the
invoices.  No attempt was made to reduce the cost of sales amount for  purchases
actually made by eSAFETYWORLD.

After  reviewing  the data  above,  please call me to arrange for payment of the
amount due.


Sincerely,


Edward A. Heil
President



cc.  R. Bret Jenkins
     K. Ivan F. Gothner
     Asim Kohli


2

<PAGE>


                                [GRAPHIC OMITTED]
                           100-31 South Jersey Avenue
                               Setauket, NY 11733
                                  631-244-1454
                                Fax: 212-656-1978


April 10, 2000

Stephen B. Schneer, Chairman
Laminaire Corporation
960 East Hazelwood Avenue
Rahway, NJ  07065

Dear Mr. Schneer:

The  purpose of this  letter is to  follow-up  on our letter of April 4, 2000 in
which we set forth a detailed  listing showing that Laminaire owes  eSAFETYWORLD
approximately  $40,400.  Based on our  discussions,  it  appears  unlikely  that
Laminaire has (i) the  capability of paying that  obligation or (ii) the ability
to obtain deliveries from vendors to service its orders and generate cash flow.

As a means of resolving the matters  described in the first paragraph  above, we
propose that Laminaire  provide  eSAFETYWORLD  with its cleanroom  manufacturing
customer list, on a nonexclusive  basis.  Such assignment will fully satisfy the
amount owed to eSAFETYWORLD by Laminaire.

It is further understood that:

o    eSAFETYWORLD  will  contract  fabrication   functions  on  purchase  orders
     obtained by  eSAFETYWORLD  from customers on the list to the extent that it
     deems  appropriate.  In the case that  Laminaire  receives a purchase order
     from  eSAFETYWORLD for fabrication  work,  eSAFETYWORLD  will function as a
     general  contractor  and will provide all materials  needed to complete the
     job.

o    eSAFETYWORLD will own all designs and drawings relating to each such job.

o    The assignment of the customer list is being done on a nonexclusive  basis.
     Laminaire  retains  the right to  assign  the list to  others  except  that
     Laminaire  agrees that it will not assign the list or any portions  thereof
     to any current or former  Laminaire  employee,  officer or director without
     the written consent of eSAFETYWORLD.

<PAGE>


This offer remains open through the close of business on April 12, 2000.



Sincerely,


Edward A. Heil
President





Agreed to by:



--------------------------------
         Name



--------------------------------
         Title



--------------------------------
         Date


                                                                               2

<PAGE>


                                [GRAPHIC OMITTED]
                           100-31 South Jersey Avenue
                               Setauket, NY 11733
                                  631-244-1454
                                Fax: 212-656-1978



May 2, 2000

Stephen B. Schneer
Laminaire Corporation
960 East Hazelwood Avenue
Rahway, NJ  07065

Dear Mr. Schneer:

     The  purpose  of this  letter is to update  our  letter of April 4, 2000 in
which we summarized  our  transactions  with  Laminaire.  Since then,  Laminaire
performed some fabrication  services for us and we purchased some used Laminaire
equipment. The equipment that we purchased is as follows:

o    Two printers  (including  the old HP printer that belonged to  Thermo-Mizer
     Environmental Corp.),

o    One wooden bookcase,

o    One three drawer filing cabinet (that belonged to Thermo-Mizer),

o    One Pentium II Computer with 19" monitor,

o    One Pentium II Computer with 17" monitor and inkjet printer,

o    Display units,

o    Two wooden tables, and

o    Three adding machines.

We understand  that the book value of the foregoing items is negligible but have
nevertheless

<PAGE>


agreed to pay $6,000 for the entire package.

     A summary of the transactions and balances due our companies since April 4,
2000 is as follows:


     Net amount due to eSAFETYWORLD at 4/2/00                 $ 40,446

     Billing for fabrication services performed by
     Laminaire for eSAFETYWORLD                                (32,000)

     Purchase of used office equipment                          (6,000)
                                                              --------
     Balance due to eSAFETYWORLD at 5/2/00                    $  2,446
                                                              --------

     As we have advised you in the past, we have had ongoing  problems caused by
the actions of current and former  Laminaire  employees and will not perform any
services whatsoever for Laminaire in the future.


Sincerely,


Edward A. Heil
President



Cc: R. Bret Jenkins