MASTER DISTRIBUTION AGREEMENT



                                     between



                               eSAFETYWORLD, Inc.

                             (a Nevada corporation)

                                 as Transferor,



                                       and



                             BLUE MARBLE WORLD, INC.

                             (a Nevada corporation)

                                  as Transferee



                               [          ], 2001









                      SEPARATION AND DISTRIBUTION AGREEMENT



     SEPARATION AND DISTRIBUTION  AGREEMENT (this "Agreement") made effective as

of the [ ] day of [ ], 2001 (the "Effective Date") by and between  eSAFETYWORLD,

Inc., a Nevada  corporation  ("Transferor"),  and Blue Marble  World,  Inc..,  a

Nevada  corporation  ("Transferee").  Transferor  and  Transferee  are sometimes

individually  referred  to as a  "Party"  and  collectively  referred  to as the

"Parties."



     WHEREAS, Transferee is a wholly-owned subsidiary of Transferor;



     WHEREAS,  Transferee  and  Transferor  are in diverse  businesses  and have

determined that it is in the best interests of the future development of each of

their businesses if they were operated as separate entities;



     WHEREAS,  in order to effect the separation of the  businesses,  Transferor

has  determined to distribute  as a dividend to the public  shareholders  of its

common stock  6,000,000  shares of the capital  stock that  Transferor  holds in

Transferee; and



          NOW,  THEREFORE,  in  consideration  of the premises and of the mutual

promises  and  covenants  made  in  this  Agreement  and in  reliance  upon  the

representations   and  warranties  made  in  this   Agreement,   Transferor  and

Transferee, intending to be legally bound, hereby agree as follows:





<PAGE>





                               DEFINITIONS ARTICLE



      As used in this Agreement,  the following terms, when  capitalized,  shall

have the  respective  meanings  set  forth  in this  Definition  Article.  Other

capitalized  terms used in this  Agreement are defined  elsewhere in the text of

this Agreement.



     1. "Contract" shall mean any contract,  agreement,  lease,  license,  sales

order,  purchase  order,  instrument or other  commitment that is binding on any

Person or any part of its property under applicable law.



     2. "Separation Date" means the Effective Date of this Agreement.





                   ARTICLE REGARDING DISTRIBUTION AND SPIN-OFF



     The Parties understand and agree that:



     1. It is in the best  interests of the future  development of each of their

respective  businesses  if the  business  of  Transferor  and  the  business  of

Transferor were operated as independent, separate businesses;



     2. The business of  Transferor  and the business of Transferor be separated

pursuant to a spin-off by Transferor of Transferor's  business, all as described

in this Agreement;



     3. Each  public  stockholder  of  Transferor  will  receive  two  shares of

Transferee's common stock for every share of Transferor's common stock held (the

"Dividend");



     4. The record  date for the  distribution  will be the close of business on

______, 2001; and



     5. No fractional shares of Transferee's common stock will be distributed.



                                    ARTICLE I



                     TRANSFER OF ASSETS; ASSUMED OBLIGATIONS



     1.1 TRANSFER OF ASSETS.



        (a)  Transferred  Assets.  Upon the terms and subject to the  conditions

contained  in this  Agreement,  on the Closing Date  (defined in Section  2.1(a)

below),  Transferor  will  assign,  transfer  and  deliver  to  Transferee,  and

Transferee  will accept from  Transferor all of  Transferor's  right,  title and

interest in and to all of the properties and assets, tangible







<PAGE>



and intangible,  of every kind, nature and description (other than cash and cash

equivalents),  wherever  located,  owned or held by  Transferor  (in whole or in

part) on the  Closing  Date and used  solely  in  connection  with  Transferor's

business (hereinafter sometimes collectively referred to as the "Assets").  Such

Assets  shall  include and  consist of all assets set forth on the  Transferee's

balance sheet attached hereto as Exhibit 1.



        (b) Excluded Assets.  Notwithstanding  anything in this Agreement to the

contrary, Assets shall not include Transferee's cash or cash equivalents.



     1.2 ASSUMED OBLIGATIONS. Transferee shall assume all of the liabilities set

forth on the Balance  Sheet  included as Exhibit 1 including a liability  due to

eSAFETYWORLD of _____.  The liability to eSAFETYWORLD  shall be paid from 50% of

the proceeds of any capital infusion  received from any source subsequent to the

spinoff.  If the balance due to  eSAFETYWORLD  is not repaid in full by June 30,

2002, the remaining unpaid balance shall be paid, without interest,  in 12 equal

monthly installments commencing on July 31, 2002. If Transferee is unable to pay

the balance by July 31, 2003, the unpaid balance may, at Transferor's option, be

converted into shares of Transferee's common stock at a price per share equal to

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