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consulting.txt

CONSULTING AGREEMENT





                              CONSULTING AGREEMENT





THIS CONSULTING AGREEMENT ("Agreement") made this 10th day of September 2001, by

and between eSAFETYWORLD, Inc., a public company whose address is 80 Orville

Drive, Bohemia, New York 11716, hereinafter referred to as the "Consultant," and

The StockGame Company a Nevada corporation, whose principal place of business is

located at 80 Orville Drive, Bohemia, New York 11716, hereinafter referred to as

"Company."



WHEREAS, Consultant has developed expertise and experience in Internet-based

sales and other business applications. It desires to consult with the officers

of the Company, and the administrative staff, and to undertake for the Company

consultation as to the direction of certain functions in said management;



WHEREAS, the Company desires to engage the services of Consultant as an

independent contractor and not as an employee to perform for the Company

consulting services regarding its business operation;



WHEREAS, Consultant and Company were parties to a Consulting Agreement (the

"Prior Consulting Agreement") dated September 27, 2000 and amended on May 31,

2001;



WHEREAS, Consultant and Company rescinded the Prior Consulting Agreement on

September 10, 2001, and simultaneously, Consultant returned 600,000 shares of

the Company's Common Stock, that had been issued to Consultant pursuant to the

Prior Consulting Agreement, to Company; and



WHEREAS, Company hereby acknowledges that Consultant has performed all of its

obligations under the Prior Consulting Agreement as of September 7, 2001 without

consideration being received therefore;



NOW, THEREFORE, it is agreed as follows:



         1.       Consultation  Service.  The Company hereby retains  Consultant

to perform  services in accordance with the terms and conditions of this

Agreement.  Consultant  will provide Company with advice  regarding a variety

of general business, management, planning and  e-commerce applications,

including:



        o administrative and customer service support;



        o assisting in the design, development  and hosting of a website;



        o accounting and management services support, and



        o office space and telephone services,



                                       1







         2. Term of Agreement. The respective duties and obligations of the

contracting parties shall be for a period of one year. The contract is renewable

for a one year period on its contract anniversary date at the option of the

Company, provided that John C. Dello-Iacono is president of the Company at the

renewal date. If John C. Dello-Iacono is not President of the Company at the

renewal date, then the extension requires the consent of both parties. The

financial terms of renewal will be identical to the terms set forth in Paragraph

6.



         3.       Time Devoted by Consultant.  It is anticipated that Consultant

will spend the time necessary to perform the services set forth in this

Agreement. Services have already begun.



         4.       Place Where  Services Are  Rendered.  Consultant  will perform

most of the services in accordance with this  Agreement  at its  offices.  In

addition, Consultant  may perform  services by  telephone  or at other locations

agreed to by the parties.



         5. Liability. With regard to the services to be performed by Consultant

pursuant to the terms of this Agreement, Consultant shall not be liable to the

Company, or to anyone who may claim any right due to any relationship with the

Company, for any acts or omissions in the performance of services on the part of

Consultant or on the part of the agents or employees of Consultant, except when

said acts or omissions of Consultant are due to willful misconduct or gross

negligence. The Company shall hold the Consultant free and harmless from any

obligations, costs, claims, judgments, attorneys' fees, and attachments arising

from or growing out of the services rendered to the Company pursuant to the

terms of this Agreement or in any way connected with the rendering of services,

except when the same shall arise due to the willful misconduct or gross

negligence of Consultant and Consultant is adjudged to be guilty of willful

misconduct or gross negligence by a court of competent jurisdiction.



         6. Compensation. It is acknowledged that Consultant expended

significant effort to familiarize itself with the Company's operations,

policies, procedures, opportunities, resources, strategic relationships, goals,

and other circumstances relevant to the services provided by and to be provided

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