EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT (the "Agreement")  effective as of the 15th day of
November, 1999 between OPEN DOOR ON LINE, INC., a Delaware corporation (together
with its successors and assigns referred to herein as the  "Corporation"),  with
principal executive offices located at 46 Old Flat River Road,  Coventry,  Rhode
Island 02816;  and DAVID N. DeBAENE,  residing at 60 Peters Lane,  West Warwick,
Rhode Island 02893 (the "Executive").

                               W I T N E S E T H:

         WHEREAS,   the   Corporation   desires  to  employ   Executive  as  the
Corporation's  Chairman of the Board,  Chief  Executive  Officer,  President  to
engage  in such  activities  and to  render  such  services  under the terms and
conditions  hereof  and  has  authorized  and  approved  the  execution  of this
Agreement; and

         WHEREAS,  Executive desires to be employed by the Corporation under the
terms and conditions hereinafter provided;

         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and
undertakings herein contained, the parties agree as follows:

1. Employment, Duties and Acceptance.

     1.1 Services.  The Corporation hereby employs  Executive,  for the Term (as
hereinafter defined in Section 2 hereof), to render services to the business and
affairs of the Corporation in the office  referenced in the recitals hereof and,
in connection  therewith,  shall perform such duties as directed by the Board of
Directors of the  Corporation  from time to time, in its reasonable  discretion,
and  shall  perform  such  other  duties  as  shall  be   consistent   with  the
responsibilities of such office  (collectively the "Services").  Executive shall
perform  activities related to such office as he shall reasonably be directed or
requested  to so perform by the  Corporation's  Board of  Directors,  to whom he
shall  report.  Executive  shall use his best  efforts,  skill and  abilities to
promote the interests of the Corporation and its subsidiaries.

     1.2  Acceptance.  Executive  hereby  accepts such  employment and agrees to
render the Services.

     1.3 Representations of the Executive. The Executive represents and warrants
to the  Corporation  that his  execution  and  delivery of this  Agreement,  his
performance  of  the  Services   hereunder  and  the  observance  of  his  other
obligations  contemplated  hereby  will not (i)  violate  any  provisions  of or
require the consent or approval of any party to any agreement,  letter of intent
or other  document to which he is a party or (ii)  violate or conflict  with any
arbitration award,  judgment or decree or other restriction of any kind to or by
which he is subject or bound.

     1.4  Executive's  Ability  to  Contract.  Notwithstanding  anything  herein
contained to the contrary,  executive shall have the right to make any contracts
or commitments  on behalf of the division the Executive  operates as long as the
Executive holds the position  described above.  Ratification of this contract by
the Board of Directors authorizes the Executive right to negotiate all contracts
up to $1,000,000.  All other  agreements in excess of these amounts or requiring
commitment  of  company  stock  require  the  express  consent  of the  Board of
Directors.

2. Term of Employment.

         The term of  Executive's  employment  under this Agreement (the "Term")
shall  commence on November  15, 1999 and shall  terminate on November 14, 2002,
unless  sooner  terminated  pursuant  to  Sections  9 or 5.2 of this  Agreement;
provided,  however,  if the Corporation  shall fail to give Executive  notice of
non-renewal not less than 180 days prior to the scheduled expiration of the Term
hereof,  the Term shall  automatically  be extended for an additional  three (3)
year period.  Notwithstanding  anything to the contrary  contained  herein,  the
provisions of this Agreement  governing  Protection of Confidential  Information
shall continue in effect as specified in Section 10 hereof.

3. Base Salary, Expense Reimbursement and Stock Options.

     3.1 Base Salary.  During the Term, as full  compensation  for the Services,
the Corporation agrees to pay Executive a minimum base salary ("Base Salary") at
the annual rate of $95,000 for the period from November 15, 1999 to December 31,
2000.  Such Base Salary shall be (i) increased  thirteen  percent (13%) annually
effective January 1st of each year during the term of this Agreement,  except in
te first year, (ii) reviewed  periodically for possible increases promptly after
each future  acquisition by the Corporation of any other corporation or business
or  other  material  increase  in the  Corporation's  revenues  or  scope of the
Corporation's business and (iii) renegotiated in good faith effective as of July
15,  2002  for  possible  increase  based  upon  the  Corporation's   historical
performance and projections  for future  performance.  Such Base Salary shall be
subject to withholding and other  applicable  taxes,  payable during the term of
this Agreement in accordance with the Corporation's customary payment practices,
but not less frequently than monthly.

     3.2 Business Expense Reimbursement.  Upon submission to, and approval by an
officer  of  the  Corporation  designated  by  the  Board  of  Directors  of the
Corporation,  of a statement of expenses,  reports, vouchers or other supporting
information,   which  approval  shall  be  granted  or  withheld  based  on  the
Corporation's  policies in effect at such time, the  Corporation  shall promptly
reimburse  Executive for all reasonable  business  expenses actually incurred or
paid by him  during  the Term or  renewals  thereof  in the  performance  of the
Services, including, but not limited to, expenses for entertainment,  travel and
similar items.

     3.3 Stock Option Agreement. In addition to the salary hereinabove provided,
the  Executive  shall be  granted  options  to  purchase  25,000  shares  of the
Corporation's  Common Stock as of January 1 of each year during the Term of this
Agreement at an exercise  price equal to to average of the closing bid and asked
price of the  Corporation's  Common Stock  during month of December  immediately
preceeding  said January 1, pursuant to the terms of the Stock Option  Agreement
between the Corporation and the Executive executed concurrently herewith.

4. Profit Sharing.

     4.1  Bonus  Amount.  In  order  to  provide   performance-based   incentive
compensation  to the  Executive,  the  Corporation  hereby  agrees  to  pay  the
Executive,  in  addition  to the Base  Salary set forth in  Section 3 hereof,  a
minimum  cash bonus in  respect  of each  fiscal  year  during  the  Executive's
employment  hereunder  (the  "Bonus")  equal to the  Applicable  Percentage  (as
defined below) of the Net Pre-Tax Income (as defined below) of the  Corporation.
For purposes hereof,  the Applicable  Percentage shall equal (a) 1.0% if the Net
Pre-Tax Income of the  Corporation  is less than  $2,500,000 (b) 2.0% if the Net
Pre-Tax  Income  of the  Corporation  is at  least  $2,500,000,  but  less  than
$3,500,000;  (c) 2.5% if the Net Pre-Tax  Income of the  Corporation is at least
$3,500,001,  but less than $5,000,000; and (d) 3.0% if the Net Pre-Tax Income of
the Corporation is at least $5,000,001.

     4.2 Net Pre-Tax Income of the  Corporation.  For purposes  hereof,  the Net
Pre-Tax Income of the Corporation shall be the amount determined by the Board of
Directors  of  the  Corporation,   after   consultation   with  the  independent
accountants of the Corporation,  to be the Net Pre-Tax Income of the Corporation
with respect to a given fiscal year,  which amount shall be determined  based on
the financial  statements of the  Corporation  (a) in a manner  consistent  with
generally  accepted  accounting  principles,  (b)  with  regard  solely  to  the
Corporation  and  its  subsidiaries,  (c) so as to  exclude  the  effect  of any
elimination of  inter-Corporation  transfers  applied with respect to any entity
which is not a subsidiary of the Consumer  Products  Division,  (d) after adding
back any charges for  management  consulting  or corporate  services or payments
with respect to non-competition  agreements which may be paid to persons who are
subject to reporting  obligations with respect to the Corporation  under Section
16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
or their  affiliates  (other than the  Corporation  and its  subsidiaries),  (e)
having  regard to such other  matters,  if any, as the Board of Directors of the
Corporation  may  determine to be  equitable to consider and (f) without  giving
effect to any Bonus paid pursuant to this Section 4.2. The  determination of the
Board of Directors of the Corporation shall be final, conclusive and binding for
all purposes, absent manifest error.

     4.3  Determination  and  Payment.   The  determination  of  the  Applicable
Percentage, of the Net Pre-Tax Income and of the extent to which any Bonus under
this Section 4 may be payable (the "Final Determination") shall be determined by
the Board of Directors (or a subcommittee thereof appointed for such purpose) of
the  Corporation  in  accordance  with the terms hereof  based on the  financial
statements of the  Corporation and the criteria set forth herein with respect to
each fiscal year. Such Final Determination with respect to any fiscal year shall
be made promptly,  and in any event within 15 days,  after the  Corporation  has
filed its  Annual  Report on Form  10-K for each  year with the  Securities  and
Exchange  Commission.  Within 45 days after the end of the Corporation's  fiscal
year, based on the preliminary  results of the Corporation for such fiscal year,
the Corporation  shall pay the Executive an amount equal to 60% of the estimated
minimum  cash  Bonus  based on such  preliminary  results.  The  balance  of the
definitive  Bonus so determined,  if any, shall be payable to the Executive in a
single lump sum no later than thirty days after the Final Determination has been
made.  In any event,  all matters  pertaining to the Bonus and to the payment of
any Bonus to the Executive  hereunder,  shall be administered  and determined by
the Board of Directors (or a subcommittee thereof appointed for such purpose) in
its reasonable discretion consistent with the terms hereof, the determination of
which shall be final,  conclusive and binding for all purposes,  absent manifest
error.

     4.4 Bonus.  The Board of Directors,  at its discretion  shall be allowed to
provide an additional bonus in excess of the remuneration already included.

     4.5  Partial  Years.  Notwithstanding  anything  contained  herein  to  the
contrary,  no Bonus under this Section 4 shall be deemed  earned or payable with
respect to any  fiscal  year  during  which this  Agreement  or the  Executive's
employment  is  terminated  by the  Corporation  for  Cause  (as  such  term  is
hereinafter defined).

     4.6 Nothing in this  Section 4 shall be construed  as  conferring  upon the
Executive any right (i) normally associated with the ownership of capital stock;
(ii) to  continue  in the  employ of the  Corporation  or any  affiliate  of the
Corporation;  or (iii) to interfere in any way with the right of the Corporation
to terminate this Agreement in accordance with the provisions hereof. Nothing in
this  Agreement  shall be  construed  to imply that any  specific  assets of the
Corporation  have been set aside to provide for payments  under this  Agreement.
Any payments  under this  Agreement  shall be made solely from general assets of
the Corporation existing at the time such payments are due.

5.  Severance Upon Termination.

     5.1 Termination.  In the event that Executive's  employment hereunder shall
be  terminated  by the  Corporation  without  Cause (as  defined in Section  9.3
hereof) or by the  Executive  for Good Reason (as defined in Section 9.5 hereof)
or upon a Change in Control (as defined in Section 9.6 hereof) or upon the death
or Disability  (as defined in Section 9.2) of Executive at any time prior to the
end  of  the  Term,  the  Executive  shall  be  entitled  to  receive  from  the
Corporation, in addition to any Base Salary earned to the date of termination, a
severance  payment in an amount  equal to the  greater of (i) the balance of the
Executive's Base Salary due through the balance of the Term of this Agreement or
(ii) two (2) times the  Executive's  Base  Salary as was  payable  to  Executive
during  the then  current  calendar  year plus two (2) times the Bonus for which
Executive was entitled during the immediately preceding fiscal year. In addition
to the  severance  payment  set forth in the  preceding  sentence,  in the event
Executive's  employment hereunder shall be terminated by the Corporation without
Cause or by Executive for Good Reason or upon a Change in Control.  In the event
of any such termination, the amounts due hereunder shall be payable, in lump sum
of  the  effective  date  of  termination,  without  offset  or  defense  or any
obligation of the Executive to mitigate damages.

     5.2  Right of First  Refusal.  In the  event  that  Executive's  employment
hereunder  shall be terminated for any reason other than the death or disability
(as defined by Section 9.2 hereof) of Executive, Executive shall have the right,
exercisable upon thirty (30) days written notice following the effective date of
termination,  to acquire all or any portion of the  patents,  trademarks,  trade
names,  machinery,  inventory  or other  assets used by,  useful to or otherwise
relating to Corporation's safety related work clothing business,  free and clear
of any liens and  encumbrances,  for a purchase  price equal to the then current
fair market value of said assets.  Within thirty (30) days following Executive's
notice of exercise,  Executive  and the  Corporation  shall  jointly  select and
mutually agree on an appraiser, whose appraisal of said assets shall be binding.
The transfer of said assets and the purchase  price shall be paid in full within
ninety following receipt of said appraisal. Executive shall be permitted to file
a UCC  Financing  Statement  notice  filing to  evidence  the rights  hereunder.
Executive  agrees  to to  accept  a  junior  position  if  the  Corporation  has
successfully raised capital with these assets as collaterral.

6. Additional Benefits.

     6.1 In General.  In addition to the  compensation,  bonuses,  expenses  and
other  benefits to be paid under  Sections 3, 4 and 5 hereof,  Executive will be
entitled to all rights and  benefits  for which he shall be  eligible  under any
insurance,  health and medical,  incentive,  bonus,  profit-sharing,  pension or
other extra  compensation or "fringe"  benefit plan of the Corporation or any of
its  subsidiaries  now  existing  or  hereafter  adopted  for the benefit of the
executives or employees  generally of the  Corporation.  The  provisions of this
Agreement which  incorporate  employee benefit packages shall change as and when
such employee benefit  packages  change.  In the event that the Corporation does
not  provide  family  health  and  medical  insurance  for  the  benefit  of the
executives and employees  generally of the  Corporation,  the Corporation  shall
provide  Executive  and pay the all costs  associated  with  family  health  and
medical  insurance  for the benefit of Executive as selected by Executive in his
sole discretion.

     6.2  Automobile.  The  Corporation  shall pay the Executive $300 per month,
plus all expenses including insurance, repairs and maintenance plus fuel.

     6.3 Life and  Disability  Insurance.  The  Corporation  shall  provide  the
Executive  with (i) a policy of term life  insurance  in an amount  equal to not
less than  three (3) times his annual  Base  Salary  hereunder,  payable to such
beneficiary or  beneficiaries as shall be designated by him in writing and (b) a
policy of disability insurance that will provide Executive with an annual amount
equal to not less  than  seventy-five  percent  (75%) of his then  current  Base
Salary,  payable  until  Executive  shall reach 65 years of age,  with a waiting
period not to exceed 120 days.

     6.4 Director's and Officers  Insurance.  The Corporation  shall provide the
Executive with a policy of director's and officers  liability  insurance in such
amounts and providing such coverage as the Executive and the  Corporation  shall
reasonably  agree,  consistent  with  policies  obtained by other  publicly held
companies of similar size and engaged in similar businesses.

7. Vacation.

         The Executive shall be entitled,  during the Term of this Agreement, to
a vacation period annually as follows:

         November 15, 1999 through November 14, 2002  --  four (4) weeks;

during  which all salary,  compensation,  benefits and other rights to which the
Executive is entitled to hereunder  shall be provided in full. Such vacation may
be  taken  in the  Executives  discretion,  and  such  time or  times as are not
inconsistent with the reasonable business needs of the Corporation. In addition,
Executive  shall be entitled  to up to eight (8) sick days and two (2)  personal
days for each year commencing January 1, during which all salary,  compensation,
benefits and other rights to which the Executive is entitled to hereunder  shall
be provided in full.

8. Insurability; Right to Insure.

         Executive  agrees that the Corporation  shall have the right during the
Term to insure the life of  Executive  by a policy or policies of  insurance  in
such  amount  or  amounts  as it  may  deem  necessary  or  desirable,  and  the
Corporation  shall be the beneficiary of any stitch policy or policies and shall
pay the premiums or other costs thereof.  The Corporation  shall have the right,
from time to time, to modify any such policy or policies of insurance or to take
out new insurance on the life of Executive.  Executive agrees,  upon request, at
any time or times  prior to the  commencement  of or during the Term to sign and
deliver any and all documents and to submit to any physical or other  reasonable
examinations  which  may be  required  in  connection  with any such  policy  or
policies of insurance or modifications thereof.

9. Termination.

     9.1 Death. If Executive dies during the Term of this Agreement, Executive's
employment  hereunder  shall terminate upon his death and all obligations of the
Corporation  hereunder  shall  terminate on such date,  except that  Executive's
estate or his designated  beneficiary shall be entitled to payment of any unpaid
accrued Base Salary through the date of his death. In addition,  any accrued and
unpaid Bonus shall be paid in  accordance  with  Section 4 hereof.  In addition,
Executive's estate or his designated beneficiary shall be entitled to payment of
the severance payments set forth in Section 5.1 hereof.

     9.2 Disability.  If Executive shall be unable to perform a significant part
of his  duties  and  responsibilities  in  connection  with the  conduct  of the
business  and  affairs of the  Corporation  and such  inability  lasts for (i) a
period of at least one hundred  twenty (120)  consecutive  days, or (ii) periods
aggregating  at least one hundred  eighty  (180) days  during any three  hundred
sixty-five (365) consecutive  days, by reason of Executive's  physical or mental
disability,  whether by reason of injury,  illness or similar  cause,  Executive
shall be deemed disabled,  and the Corporation any time thereafter may terminate
Executive's  employment hereunder by reason of the disability.  Upon delivery to
Executive of such notice,  all  obligations of the  Corporation  hereunder shall
terminate,  except  that  Executive  shall be  entitled to payment of any unpaid
accrued Base Salary through the date of  termination.  In addition,  any accrued
and unpaid Bonus shall be paid in accordance with Section 4 hereof. In addition,
the Executive shall be entitled to those severance payments set forth in Section
5.1 hereof.  The obligations of Executive under Section 10 hereof shall continue
notwithstanding  termination of Executive's  employment pursuant to this Section
9.2.

     9.3 Termination For Cause. The Corporation may at any time during the Term,
without any prior notice,  terminate this Agreement and discharge  Executive for
Cause,  whereupon  the  Corporation's  obligation to pay  compensation  or other
amounts payable  hereunder to or for the benefit of Executive shall terminate on
the date of such  discharge.  As used herein the term Cause  shall  mean:  (i) a
willful and material breach by Executive of the terms of this  Agreement'  which
breach  shall not have been cured within  thirty (30) days of written  notice of
such breach;  (ii) willful  violation of specific and lawful  written  direction
from the Board of Directors of the  Corporation,  which violation shall not have
been cured within thirty (30) days of written notice of such violation, provided
such   direction  is  not   inconsistent   with  the   Executive's   duties  and
responsibilities  as the  Chairman  of the Board,  Chief  Executive  Officer and
President of the  Corporation;  or (iii) conviction of the Executive of a felony
by a federal or state court of competent jurisdiction,  which felony is directly
and  materially  related to or arises  out of  Executive's  employment  with the
Corporation.  The  obligations of the Executive  under Section 10 shall continue
notwithstanding  termination  of the  Executive's  employment  pursuant  to this
Section 9.3.

     9.4 Termination  Without Cause.  The  Corporation  shall have the option to
terminate this  Agreement  Without Cause upon one hundred and eighty (180) days'
written notice to the Executive.  In the event the  Corporation  terminates this
Agreement  without  Cause  as  defined  above,  the  Corporation  shall  pay the
Executive upon  termination,  the amount  required  pursuant to Section 5.1. The
obligations   of  the  Executive   under   Section  10  hereof  shall   continue
notwithstanding  termination  of the  Executive's  employment  pursuant  to this
Section 9.4.

     9.5 Termination by Executive For Good Reason.  The Executive shall have the
right to terminate this Agreement for Good Reason, as hereinafter defined,  upon
written notice to the Corporation.  Good Reason shall mean any of the following:
(i) the assignment to the Executive of duties  inconsistent with the Executive's
position, duties, responsibilities,  titles or offices as described herein; (ii)
any  material  reduction  by the  Corporation  of  the  Executive's  duties  and
responsibilities (including the appointment, without the Executive's consent, of
an Executive officer senior to him in the division);  (iii) any reduction by the
Corporation of the Executive's  compensation or benefits  payable  hereunder (it
being  understood  that a reduction of benefits  applicable to all executives of
the Corporation, including the Executive, shall not be deemed a reduction of the
Executive's  compensation  package  for  purposes  of  this  definition);   (iv)
requiring the Executive to be based without his consent at a location not within
reasonable  commuting  distance of Coventry,  Rhode Island;  (v) the Corporation
sells,  transfers  or  discontinues  the  uses  of any  or  all of the  patents,
trademarks,  tradenames, machinery, or other assets (other than inventory in the
ordinary  course of business or assets that may become obsolete or depleted over
time)  relating to, or  discontinues  the  operations of or otherwise  ceases to
engage in, the Corporation's main business activities

     9.6.  Termination  by Executive upon Change in Control.  Executive,  at his
option,  shall be able to terminate  this Agreement upon written notice given to
the Secretary of the  Corporation  within ninety (90) days of an occurrence of a
"Change in  Control".  A "Change in  Control"  of the  Corporation  shall mean a
change in control of the  Corporation or any entity  controlling the Corporation
(referred to collectively in this Section 5 as the Corporation) of a nature that
would be required  to be  reported in response to Item 1 of a Current  Report on
Form 8-K, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(the  "Exchange  Act");  provided  that,  without  limitation,  such a Change in
Control  shall be deemed to have  occurred at such time as (a) any  "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a
person who or which was a shareholder of the  Corporation  immediately  prior to
the  Corporation's  initial  public  offering  (the  "IPO")  (other  than Patina
Corporation,  a Florida  corporation or its  shareholders  or in relation to the
terms and  conditions  of the  contract  of August,  1999),  is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly, of securities of the Corporation representing twenty-five percent
(25%) or more of the  combined  voting  power of the  Corporation's  outstanding
securities ordinarily having the right to vote at elections of directors; or (b)
individuals  who  constitute  the Board  concurrent  with the  execution of this
Agreement  (the  incumbent  Board) cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof  whose  election or  nomination  for  election by the  Corporation's
shareholders  was approved by a vote of at least three quarters of the directors
comprising  the  Incumbent  Board,  shall be, for  purposes  of this clause (b),
considered as though he were a member of the Incumbent  Board;  or (c) a sale by
the   Corporation   of  all  or   substantially   all  of  its  assets   occurs.
Notwithstanding  anything in the foregoing to the contrary, no Change in Control
shall be deemed to have occurred for purposes of this Agreement by virtue of any
transactions which result in the acquisition by the Executive,  or by a group of
persons which includes the Executive,  directly or indirectly,  of a majority of
either the  outstanding  shares of common stock of the Corporation or the voting
securities of any  corporation  which acquires all or  substantially  all of the
assets of the Corporation, whether by way of merger, consolidation, sale of such
assets or otherwise.

10. Protection of Confidential Information.

         In view of the fact  that  Executive's  work for the  Corporation  will
bring him into close contact with confidential  information and plans for future
developments, Executive agrees to the following:

     10.1  Secrecy.  To keep secret and retain in the strictest  confidence  all
confidential matters of the Corporation,  including,  without limitation,  trade
"know how" and trade secrets, customer lists, pricing policies, marketing plans,
technical  processes,  formulae,  inventions  and research  projects,  and other
business affairs of the Corporation, learned by him heretofore or hereafter, and
not to disclose them to anyone inside or outside of the  Corporation,  except in
the course of  performing  the Services  hereunder  or with the express  written
consent of the Chief Executive  Officer or Board of Directors of the Corporation
and except to the extent such information is already known to the general public

     10.2 Return  Memoranda,  etc. To deliver  promptly  to the  Corporation  on
termination  of his  employment,  or at any other  time as the  Chief  Executive
Officer  or the  Board of  Directors  of the  Corporation  may so  request,  all
memoranda,  notes, records,  reports,  manuals,  drawings,  blueprints and other
documents (and all copies thereof)  relating to the  Corporation's  business and
all property associated  therewith,  which he may then possess or have under his
control.

10.3 Covenants.

     10.31  Non-competition.  Executive  agrees  that at all  times  while he is
employed by the Corporation and, regardless of the reason for termination of his
employment or this Agreement,  for a period of one (1) year thereafter,  he will
not,  as  a  principal,  agent,  employee,  employer,  consultant,  stockholder,
investor,  director or co-partner of any person,  firm,  corporation or business
entity  other  than the  Corporation,  or in any  individual  or  representative
capacity whatsoever,  directly or indirectly,  without the express prior written
consent of the Corporation:

     (i)  engage or  participate  in any business whose products or services are
          competitive with that of the  Corporation,  which business is involved
          with all facets  music  production  and sales,  and which  conducts or
          solicits  business,  or transacts  with supplier or customers  located
          within the United States and worldwide;

     (ii) aid or counsel any other person, firm,  corporation or business entity
          to do any of the above;

     (iii)become employed by a firm,  corporation,  partnership or joint venture
          which competes with the business of the Corporation  within the United
          States; or

     (iv) approach, solicit business from, or otherwise do business or deal with
          any  customer of the  Corporation  in  connection  with any product or
          service competitive to any provided by the Corporation.

     10.32 Anti-Raiding. Executive agrees that during the term of his employment
hereunder,  and,  thereafter  for a period  of one (1) year,  he will not,  as a
principal,  agent, employee,  employer,  consultant,  director or partner of any
person, firm,  corporation or business entity other than the Corporation,  or in
any individual or representative  capacity  whatsoever'  directly or indirectly,
without the prior express written consent of the Corporation  approach,  counsel
or attempt to induce any person who is then in the employ of the  Corporation to
leave the  employ of the  Corporation  or employ or  attempt  to employ any such
person or persons  who at any time  during the  preceding  six months was in the
employ of the Corporation.

     10.33  Executive's  Acknowledgements.  Executive  acknowledges (i) that his
position with the  Corporation  requires the  performance  of services which are
special,  unique, and extraordinary in character and places him in a position of
confidence and trust with e Customers and employees of the Corporation,  through
which,  among other  things,  he shall  obtain  knowledge  of the  Corporation's
"technical information" and "know-how" and become acquainted with its customers,
in which matters the  Corporation has substantial  proprietary  interests;  (ii)
that the restrictive covenants set forth above are necessary in order to protect
and  maintain  such  proprietary  interests  and the other  legitimate  business
interests  of the  Corporation;  and (iii) that the  Corporation  would not have
entered into this Agreement unless such covenants were included herein.

         Executive  also  acknowledges  that  the  business  of the  Corporation
presently will extend throughout the United States,  and that he will personally
supervise and engage in such business on behalf of Corporation and, accordingly,
it is  reasonable  that the  restrictive  covenants set forth above are not more
limited  as to  geographic  area  then  is set  forth  therein.  Executive  also
represents to the  Corporation  that the  enforcement of such covenants will not
prevent  Executive  from earning a livelihood or impose an undue hardship on the
Executive.

     10.4 Severability. If any of the provisions of this Section 10, or any part
thereof, is hereinafter construed to be invalid or unenforceable, the same shall
not affect the remainder of such provision or  provisions,  which shall be given
full effect, without regard to the invalid portions. If any of the provisions of
this Section 10, or any part thereof, is held to be unenforceable because of the
duration  of such  provision,  the area  covered  thereby or the type of conduct
restricted  therein,  the parties agree that the court making such determination
shall have the power to modify the duration,  geographic area and/or other terms
of  such  provision  and,  as so  modified,  said  provision(s)  shall  then  be
enforceable. In the event that the courts of any one or more jurisdictions shall
hold such provisions  wholly or partially  unenforceable  by reason of the scope
thereof or  otherwise,  it is the  intention  of the  parties  hereto  that such
determination not bar or in any way affect the Corporation's right to the relief
provided for herein in the courts of any other  jurisdictions  as to breaches or
threatened  breaches of such provisions in such other  jurisdictions,  the above
provisions  as they  relate  to  each  jurisdiction  being,  for  this  purpose,
severable into diverse and independent covenants.

     10.5 Injunctive Relief.  Executive acknowledges and agrees that, because of
the unique and  extraordinary  nature of his services,  any breach or threatened
breach of the  provisions  of  Sections  10.1,  10.2,  or 10.3 hereof will cause
irreparable injury and incalculable harm to the Corporation, and the Corporation
shall,  accordingly,  be entitled to injunctive and other  equitable  relief for
such  breach or  threatened  breach and that resort by the  Corporation  to such
injunctive or other equitable relief shall not be deemed to waive or to limit in
any respect any right or remedy which the  Corporation  may have with respect to
such breach or threatened  breach.  The Corporation and Executive agree that any
such action for  injunctive  or  equitable  relief  shall be heard in a state or
federal  court  situate in Rhode Island and each of the parties  hereto,  hereby
agrees to accept service of process by registered mail and to otherwise  consent
to the jurisdiction of such courts.

     10.6 Expenses of  Enforcement  of Covenants.  In the event that any action,
suit or  proceeding  at law or in equity is  brought to  enforce  the  covenants
contained in Sections 10.1,  10.2, or 10.3 hereof or to obtain money damages for
the breach  thereof,  the party  prevailing  in any such  action,  suit or other
proceeding shall be entitled upon demand, to reimbursement  from the other party
for all expenses (including, without limitation,  reasonable attorneys' fees and
disbursements) incurred in connection therewith.

     10.7  Separate  Agreement.  The  provisions  of this  Section  10  shall be
construed as an agreement on the part of the Executive  independent of any other
part of this Agreement or any other agreement, and the existence of any claim or
cause of action of the Executive against the Corporation,  whether predicated on
this Agreement or otherwise,  shall not constitute a defense to the  enforcement
by the Corporation of the provisions of this Section 10.

11. Indemnification.

          The  Corporation  shall  provide the Executive  (including  his heirs,
executors  and  administrators)  with  coverage  under a standard  directors and
officers  liability  insurance policy at the  Corporation's  expense to the same
extent  as  provided  for  any  other  director,   officer  or  trustee  of  the
Corporation. In addition, the Corporation shall indemnify the Executive (and his
heirs,  executors and  administrators) to the fullest extent permitted under the
law  of  its  state  of  incorporation  against  all  expenses  and  liabilities
reasonably incurred by him in connection with or arising out of any action, suit
or  proceeding  in which the  Executive  may be involved by reason of his having
been a director or officer of the  Corporation or any subsidiary  thereof.  Such
expenses and liabilities shall include, but not be limited to, judgments,  court
costs  and  attorneys'  fees  and  the  cost  of  reasonable  settlements,  such
settlements  to be approved  by the Board if such action is brought  against the
Executive  in his  capacity as a director or officer of the  Corporation  or any
subsidiary  thereof.  The Corporation  shall, upon the request of the Executive,
advance to the Executive such amounts as necessary to cover expenses,  including
without  limitation  legal  fees and  expenses,  incurred  by the  Executive  in
connection with any suit or proceeding in which the Executive may be involved by
reason of his being or having been a director or officer of the  Corporation  or
of any  subsidiary  thereof.  Such  indemnity and advance of expenses,  however,
shall not extend to matters as to which the Executive is finally  adjudged to be
liable for wilful misconduct in the performance of his duties.

12. Arbitration.

         Except with respect to any proceeding  brought under Section 10 hereof,
any controversy,  claim, or dispute between the parties, directly or indirectly,
concerning this Employment Agreement or the breach hereof, or the subject matter
hereof,  including  questions  concerning  the scope and  applicability  of this
arbitration  clause,  shall be finally  settled by  arbitration  in Kent County,
Rhode Island  pursuant to the rules then  applying of the  American  Arbitration
Association The arbitrators shall consist of one representative  selected by the
Corporation, one representative selected by the Executive and one representative
selected  by the  first  two  arbitrators  The  parties  agree to  expedite  the
arbitration proceeding in every way, so that the arbitration proceeding shall be
commenced  within  thirty (30) days after request  therefore is made,  and shall
continue  thereafter,  without  interruption,  and  that  the  decision  of  the
arbitrators  shall be handed down within  thirty (30) days after the hearings in
the arbitration proceedings areclosed.  The arbitrators shall have the right and
authority to assess the cost of the arbitration proceedings and to determine how
their  decision  or  determination  as to each issue or matter in dispute may be
implemented or enforced.  The decision in writing of any two of the  arbitrators
shall be binding and conclusive on all of the parties to this Agreement.  Should
either  the  Corporation  or the  Executive  fail to appoint  an  arbitrator  as
required  by this  Section 12 within  thirty (30) days after  receiving  written
notice  from the other  party to do so, the  arbitrator  appointed  by the other
party  shall act for all of the parties  and his  decision  in writing  shall be
binding and conclusive on all of the parties to this Employment  Agreement.  Any
decision  or award of the  arbitrators  shall be  final  and  conclusive  on the
parties to this  Agreement;  judgment upon such decision or award may be entered
in any competent Federal or state court located in the United States of America;
and the application may be made to such court for  confirmation of such decision
or award for any order of enforcement  and for any other legal remedies that may
be necessary to effectuate such decision or award.

13. Notices.

         All notices,  requests,  consents and other communications  required or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by prepaid telegram, telecopy or
mailed  first-class,  postage prepaid,  by registered or certified mail (notices
sent by telegram or mailed shall be deemed to have been given on the date sent),
to the parties at their  respective  addresses  hereinabove set forth or to such
other address as either party shall  designate by notice in writing to the other
in accordance  herewith.  Copies of all notices shall be sent to the Executive's
attorney so designated, in writing from time to time.

14. General.

     14.1 Governing  Law. This Agreement  shall be governed by and construed and
enforced  in  accordance  with the  local  laws of the  State  of  Rhode  Island
applicable to agreements made and to be performed entirely in Rhode Island.

     14.2  Captions.  The section  headings  contained  herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

     14.3 Entire  Agreement.  This Agreement sets forth the entire agreement and
understanding  of  the  parties  relating  to the  subject  matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral,  relating to the subject  matter  hereof.  No  representation,  promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither  party  shall be bound by or liable for any alleged  representation'
promise or inducement not so set forth.

     14.4  Severability.  If any of the  provisions of this  Agreement  shall be
unlawful, void, or for any reason, unenforceable, such provision shall be deemed
severable  from, and shall in no way affect the validity or  enforceability  of,
the remaining portions of this Agreement.

     14.5 Waiver. The waiver by any party hereto of a breach of any provision of
this  Agreement by any other party shall not operate or be construed as a waiver
of any subsequent breach of the same provision or any other provision hereof.

     14.6  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.

     14.7 Assignability.  This Agreement, and Executive's rights and obligations
hereunder,  may not be assigned by  Executive.  The  Corporation  may assign its
rights,  together with its  obligations,  hereunder in connection with any sale,
transfer or other  disposition  of all or  substantially  all of its business or
assets;  in any event the rights and  obligations of the  Corporation  hereunder
shall be binding on its successors or assigns, whether by merger,  consolidation
or acquisition of all or substantially all of its business or assets;  provided,
however,  that any such assignment  shall not release the  Corporation  from its
obligations  hereunder,  provided the Executive has been requested and given his
consent in writing. This Agreement shall inure to the benefit of, and be binding
upon,  the  Executive  and  his  executors,   administrators,  heirs  and  legal
representatives.

     14.8  Amendment  This  Agreement  may  be  amended,  modified,  superseded,
cancelled,  renewed or extended and the terms or covenants hereof may be waived,
only by a written  instrument  executed by both of the parties hereto, or in the
case of a waiver, by the party waiving  compliance.  No superseding  instrument,
amendment, modification, cancellation, renewal or extension hereof shall require
the consent or approval of any person other than the parties hereto. The failure
of either  party at any time or times to require  performance  of any  provision
hereof shall in no matter  affect the right at a later time to enforce the same.
No waiver by either  party of the breach of any term or  covenant  contained  in
this Agreement,  whether by conduct or otherwise,  in any one or more instances,
shall be deemed to be, or construed  as, a further or  continuing  waiver of any
such breach,  or a waiver of the breach of any other term or covenant  contained
in this Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

ATTEST:                                    OPEN DOOR ON LINE, INC.


By: _____________________                  By: _____________________________
      Name:                                      Name:
      Title:                                     Title


WITNESS:

--------------------------                 -----------------------------------
                                           David N. DeBaene, individually
<PAGE>



                        Amendment to Employment Contract
                                 David N DeBaene
                                November 11, 1999

Paragraph  3.3  Stock  Option  Agreement  is  rescinded  due to the  lack  of an
authorized  employment stock option program. In the event the Board of Directors
of Open Door Online, Inc. and the shareholders agree to the formation of a stock
option plan awards may be made upon the  approval of the Board of  Directors  at
that time.

Signed this 31st day of March, 2000



-----------------------------------
David N. DeBaene


Source: OneCLE Business Contracts.