BUSINESS DEVELOPMENT AGREEMENT

                                     BETWEEN

                                  KARL FLOWERS
                                        &
                                  JOHN THOMPSON

                                       AND

                              BROWSESAFE.COM, INC.


THIS BUSINES  DEVELOPMENT  CONSULTING  AGREEMENT (the  "Agreement")  is made and
entered into this day, May 23, 2000 by and between Karl Flowers & John Thompson,
and Browsesafe.com, Inc., a Delaware company (Browsesafe).

WHEREAS,  BROWSESAFE  desires to retain Karl Flowers & John  Thompson to provide
various  consulting  and  business  development  services  for  the  benefit  of
Browsesafe  including but not limited to assisting in capital  arrangements  and
structures  for the benefit of  Browsesafe  and any merger,  acquisition,  joint
venture or expansion of the company's  business;  and providing the introduction
and assistance in the negotiations  and structure of any joint venture,  merger,
acquisition,  or customer  relationships of Browsesafe;  providing all necessary
assistance in arranging for the company to initiate trading on a listed exchange
such as the American Stock Exchange.

WHEREAS,  KARL  FLOWERS & JOHN  THOMPSON,  is willing and  capable of  providing
various  consulting  and  business  development  services  for  the  benefit  of
Browsesafe  including but not limited to assisting in capital  arrangements  and
structures  for the benefit of  Browsesafe  and any merger,  acquisition,  joint
venture  or  expansion  of  the  company's  business;   and  providing  for  the
introduction  and  assistance  in the  negotiations  and  structure of any joint
venture,  merger,  acquisition,  or customer  relationship  of  Browsesafe;  and
providing  all  necessary  assistance  in arranging  for the company to initiate
trading on a listed exchange such as the American Stock Exchange; and

WHEREAS,  BROWSESAFE  desires  to retain  the  services  of Karl  Flowers & John
Thompson as independent business development  consultants and Karl Flower & John
Thompson  desires to be retained in that capacity upon the terms and  conditions
hereinafter  set  forth,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows.

A)       SERVICES
         1)       CONSULTING AND MARKET AWARENESS

                  Karl Flowers & John  Thompson  will provide for  assistance in
                  the structures of capital infusion to Browsesafe and/or any of
                  its subsidiaries  through private  individuals,  managed funds
                  and/or  Venture  Capital  funds for the benefit of  Browsesafe
                  including but not limited to assisting in capital arrangements
                  and  structures  for the benefit of Browsesafe and any merger,
                  acquisition,  joint  venture  or  expansion  of the  company's
                  business; and providing for the introduction and assistance in
                  the negotiations  and structure of any joint venture,  merger,
                  acquisition,  or customer  relationship  of  Browsesafe.  Karl
                  Flowers & John Thompson will also provide complete  assistance
                  to the  company  by  providing  the  introductions  to and the
                  maintaining of the relationships by and between Browsesafe and
                  the American Stock Exchange for listing on said exchange. Karl
                  Flowers and John  Thompson will also use their best efforts in
                  providing  assistance and introductions to and the maintaining
                  of the  relationships  by and  between a  specialist  firm and
                  Browsesafe to conduct trading on the American  Exchange.  Karl
                  Flowers & John  Thompson  will again use their best efforts in
                  providing   introductions  to  and  assistance  in  developing
                  relationships  with but not limited to potential joint venture
                  partners  such as Sony's  interactive  division,  Miscrosoft's
                  X-Box division,  Sega, for potential  bundling of Browsesafe's
<PAGE>
                  software with the hardware of the above  mentioned  companies.
                  Karl Flowers & John Thompson  shall also assist  Browsesafe by
                  exploring  opportunities with additional hardware manufactures
                  such as Thomson  Consumer  Electronics,  Eagle  Wireless,  for
                  potential  bundling and/or other  distribution  methods.  Karl
                  Flowers & John Thompson  shall assist the company in exploring
                  software and ISP companies for possible  acquisition  targets,
                  which may vertically  enhance the business of  Browsesafe.com,
                  Karl Flowers & John  Thompson may from time to time  introduce
                  the company to research analysts or investment bankers who may
                  provide  financing or research for the benefit of the company.
                  These bankers may also provide  assistance in effecting  these
                  mergers or financing  for any  above-mentioned  project.  Karl
                  Flowers & John  Thompson will use its best efforts in locating
                  internet  companies  that may enhance the  business at hand of
                  Browsesafe.

         2)       COMPLIANCE WITH LAWS

                  Karl  Flowers  & John  Thompson  shall  comply  with all laws,
                  ordinances,  rules and  regulations in the performance of this
                  Agreement, including without limitation, all federal and state
                  securities laws.

         3)       MANAGEMENT CONSULTING

                  Karl Flowers & John  Thompson  shall assist  management in the
                  structure or re-structuring of the company, with any spin-off,
                  or the creation of any new subsidiary that Karl Flowers & John
                  Thompson may be of assistance.

B)       TIME, PLACE, AND MANNER OF PERFORMANCE

                  Karl Flowers & John Thompson shall be available for advise and
                  counsel to the officers and  directors of  Browsesafe  at such
                  reasonable and convenient  times and places as may be mutually
                  agreed upon. Except as aforesaid, the time place and manner of
                  performance of the services hereunder, including the amount of
                  time to be allocated by Karl Flowers & John Thompson  shall be
                  determined by both parties in writing.

C)       TERM OF AGREEMENT

                  The term of this  agreement  shall be from the  signed of this
                  document and shall terminate on at midnight December 31, 2000.

D)       COMPENSATION

                  Karl Flowers & John  Thompson  will  receive the  following in
                  full   consideration   of  the  services  to  be  provided  to
                  Browsesafe.

                 1) Karl Flowers & John Thompson shall receive 100,000 shares
                    of common stock  Browsesafe  (PGPG) upon the signing of this
                    agreement.  Shares  are to be  issued  50,000 in the name of
                    Karl Flowers, and 50,000 in the name of John Thompson.

                    Browsesafe agrees to register shares in the SB-2 filing that
                    is currently pending.

                 2) In  addition  to any  fees  that may be  payable  to Karl
                    Flowers  &  John  Thompson,   Browsesafe  hereby  agrees  to
                    reimburse  Karl  Flowers  &  John  Thompson  for  all of its
                    accountable  out-of-pocket  expenses for items  requested by
                    the  company.  These  expenses  are for items  requested  by
                    Browsesafe  (i.e.  travel  related  items  conducted  at the
                    request of Browsesafe).

E)       DISCLOSURE

                  In  consideration  of  the  confidential  nature  of  business
                  contemplated  herein,  Browsesafe  and  Karl  Flowers  &  John
                  Thompson  agree not to  disclose  or  otherwise  reveal to any
                  third party any  information  pertaining to Browsesafe or Karl
                  Flowers & John Thompson without permission, except as required
                  by law.

F)       NATURE OF RELATIONSHIP

                  It is  understood  and  acknowledged  by the parties that Karl
                  Flowers & John Thompson are being retained by Browsesafe in an
                  independent capacity and that Karl Flowers & John Thompson are
                  not  authorized  to enter  into  any  agreement  or incur  any
                  obligation on behalf of Browsesafe.
<PAGE>

G)       ENTIRE AGREEMENT

                  This   agreement   constitutes   and   embodies   the   entire
                  understanding  and agreement of the parties and supersedes and
                  replaces   all   prior   understandings,    agreements,    and
                  negotiations between the parties.

H)       SEVERABILITY

                  All agreements and covenants  contained  herein are severable,
                  and in the event any of them  shall be held to be  invalid  by
                  any competent  court, the agreement shall be interpreted as if
                  such invalid agreement or covenants were not contained herein.

I)       WAIVER AND MODIFICATION

                  Any  waiver,   alteration  or   modification  of  any  of  the
                  provisions  of this  agreement  shall be valid only if made in
                  writing and signed by the parties  hereto.  Each party hereto,
                  from  time to time,  may  waive  any of its  rights  hereunder
                  without  effecting  a waiver  with  respect to any  subsequent
                  occurrence or transactions hereof.

J)       INDEMNIFICATION

                  Notwithstanding  anything  to the  contrary  set forth in this
                  Agreement,  Karl Flowers & John Thompson hereby agrees that it
                  will comply with all applicable  rules and  regulations of the
                  Securities  Act  of  1933  (the  "Securities   Act")  and  the
                  Securities   Exchange  Act  of  1934  (the  "Exchange   Act"),
                  including,    without    limitation,    the   anti-fraud   and
                  anti-manipulation   requirements   of  Section  10(b)  of  the
                  Exchange  Act.  In  addition  to the above,  (i) in any period
                  during which  Browsesafe is contemplating a public offering of
                  its  securities and a  corresponding  filing of a Registration
                  Statement with the Securities  and Exchange  Commission,  (ii)
                  during  the  waiting   period   between  the  filing  of  such
                  Registration Statement and its effectiveness, and (iii) during
                  any post-effective  period before the offering is complete and
                  the prospectus  delivery  requirements  have terminated,  Karl
                  Flowers & John  Thompson  agrees to comply  strictly  with the
                  standards  set forth in  Securities  Act Rule 135 and 134,  as
                  applicable,  and the standards  allowing "free writing" during
                  the  post-effective  period as set forth in the Securities Act
                  and interpretations  thereof. In this regard, we have provided
                  you  with  several  pages  from the  Corporate  Communications
                  Handbook by Messrs.  Walton and  Seghetti,  which outline in a
                  general form these rules and  requirements.  By supplying this
                  information to you,  Browsesafe is not undertaking any further
                  responsibility    to    counsel    about   its    duties   and
                  responsibilities under the securities laws, and Karl Flowers &
                  John  Thompson  should  consult  its own  legal  counsel  with
                  respect to liabilities under these laws. Further,  Karl Flower
                  & John Thompson agrees to indemnify Browsesafe, its directors,
                  officers,  employees, and agents, against any claims, damages,
                  liabilities or losses  directly  resulting from the violations
                  of any securities laws, rules, or regulations.

IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
agreement as of the day and year first written.

/s/ Mark Smith                                5-23-00
-----------------------------------         -----------------------------------
Browsesafe.com, Inc.                        Date
Mark Smith
President, CEO

/s/ Karl Flowers                               5/23/00
-----------------------------------         -----------------------------------
Karl Flowers & John Thompson                Date
Karl Flowers

/s/ John Thompson                             5/23/00
-----------------------------------         -----------------------------------
Karl Flowers & John Thompson                Date
John Thompson