EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into effective as of the 1st
day of April 2000, notwithstanding the later execution hereof, by
and  between  WebQuest International, Inc. a  Nevada  corporation
("Employer") and Scott Berry ("Employee").

                           WITNESSETH:

In  consideration  of the mutual promises herein  contained,  the
parties agree as follows:

1.  Employment  Agreement. The Employer hereby agrees  to  employ
Employee,  and  Employee hereby agrees to serve as such  Employee
upon the terms and conditions hereinafter set forth.

2.  Term of Employment. Subject to the provisions for termination
as  hereinafter  provided,  the  term  of  the  employment  shall
commence  as  of  the date of this Agreement  and  shall  end  on
September 30, 2002. At the end of the term hereof, this Agreement
may be renewed by mutual agreement of the parties.

3.  Employee's Position and Duties. Employee agrees as follows:

 a.  Employee  shall assume responsibility, as  directed  by  the
 Board  of  Directors, Chief Executive Officer or  President,  as
 Chief Financial Officer of Employer.

 b. During the term of this Employment Agreement, Employee shall,
 in  good  faith,  devote his best efforts to his employment  and
 perform diligently and in good faith such duties as are  or  may
 be  from  time  to time required by the Employer,  which  duties
 shall  be  consistent with his position as set forth  above;  it
 being   understood  and   acknowledged  that,  the  terms  "best
 efforts" mean such effort and time commitment as is necessary to
 achieve the success of the business.

 c.  Employee  shall  not, without the prior written  consent  of
 Employer,  directly or   indirectly, during  the  term  of  this
 Agreement,   whether  for  compensation  or  otherwise,   render
 services of a business, professional or commercial nature to any
 person or firm that is engaged in a business similar to that  of
 the Employer.

 d.    The  parties  agree that during the  performance  of  this
 Agreement Employee's principal place of residence shall be Reno,
 NV  and  Employer  shall  not require  Employee  to  change  his
 principal place of residence.

 4.   Compensation and Benefits.  During the term of employment
 hereunder, Employer shall compensate Employee as follows:

 a.    Wages.  For all services he may render to Employer  during
 the   term  of  this  Agreement,  employee  shall  receive  from
 Employer  an hourly wage of $42.50 ($85,000 per year).  Employee

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 will  be paid one-half in cash and one-half in common restricted
 stock  calculated  at  $1.00 per share.  Stock  will  be  issued
 quarterly.

b.   Stock Options. Employee has been granted a stock option to
purchase three hundred thousand shares of WebQuest International.
Inc. common stock at $2.81 per share. These options vest as
follows: 25,000 shares on January 19, 2000 and 25,000 shares
vesting quarterly starting on March 31, 2000.  All stock options
have a life of three years from vesting date. Upon involuntary
termination or change of control, as defined in this agreement,
the remaining options will vest immediately.

5. Termination of Employment.

 a.   For Cause. The employment of Employee under this Employment
 Agreement, and the term hereof, may be terminated by the Employer
 only  upon a showing of "Cause", upon thirty (30) days'  written
 notice to Employee. The "effective date of termination" shall be
 the date thirty (30) days after written notice of termination is
 delivered to the Employee.  "Cause" is defined as follows:

         i. A material act or omission in the course of Employee's
            duties that is dishonest or fraudulent;

        ii. A material breach of this Agreement by Employee.

       iii. Employee  is not performing his duties adequately as
            ChieF Financial  Officer,  as determined by the  Chief
            Executive Officer, with input from the President.

 b.   Disability or Death. The employment of Employee under  this
 Employment Agreement and the term hereof, shall be terminated by
 the  death  or  partial  or total disability  of  Employee.  For
 purposes hereof, the term "disability" is hereby defined to mean
 any  mental or physical disability that renders Employee  unable
 to  perform his duties or assignment as determined by the  Chief
 Executive Officer of Employer, in the judgment and discretion of
 said  CEO, with input from the President.  Should the Board hire
 a  new  Chief  Executive  Officer, to  whom  the  Employee  then
 reports,  the  Employee's  remaining  stock  options  will  vest
 immediately.

 c.   Resignation.  The  employment  of  Employee   under   this
 Employment Agreement, and the term hereof, will be terminated by
 the voluntary resignation of Employee.

6. Salary and Benefits Upon Termination.  Except as specifically
provided herein, all salary and other benefits shall terminate as
of the effective date of termination if Employee resigns.  If
involuntarily terminated (except following a Change in Control,
as provided for below) and in consideration for the obligations
of Employee pursuant to paragraphs 15 and 16 of the Employment
Agreement, Employee shall be entitled to a termination or
severance salary equal to the remainder of the contract at the

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time of termination.  This salary will be paid one-half in cash
and one-half in the form of restricted common stock at $1.00 per
share.  Employee shall have the option to accelerate payments of
the severance salary and receive the full amount upon
termination, in Employee's sole discretion.  Unless precluded by
law, any medical and dental insurance coverage and benefits shall
continue for thirty (30) days after termination or until Employee
is re-employed, whichever shall first occur.

7.  Termination Following Change in Control.   Employer will
provide or cause to be provided to Employee the rights and
benefits described in Paragraph 9 below in the event that
Employee's employment is terminated at any time during the term
of this Agreement, or any renewal term, following a Change in
Control (as such term is defined in Paragraph 8) under
circumstances stated in (a) or (b) below.

a.   The involuntary termination of Employee by Employer for
reasons other than for "Cause" (as such term is defined in
Paragraph 5 of this Agreement) or other than as a consequence of
Employee's death, permanent disability or attainment of the
normal retirement date; or

b.   The voluntary termination by Employee, which shall not
result in a breach of this Agreement, following the occurrence of
any of the following events:

  i.   the assignment to Employee of any duties or responsibilities
       that are inconsistent with Employee's position, duties,
       responsibilities or statusimmediately preceding
       such Change in Control, or a reduction of Employee's
       responsibilities subsequent to the Change in Control;

  ii.  the reduction of Employee's annual salary (including any
       deferred portions) or level of benefits or supplemental
       compensation;

  iii. the material increase in the amount of travel normally
       required of Employee in connection with Employee's employment; or

  iv.  the good faith determination by Employee that due to the
       Change in Control (including any changes in circumstances at
       Employer that directly or indirectly effect Employee's position,
       duties, responsibilities or status immediately preceding such
       Change in Control) he is no longer able effectively to discharge
       Employee's duties and responsibilities.

8.  Definition of Change of Control.  For purposes of this
Agreement, a "Change of Control" shall be deemed to have taken
place if:

  a. a third person, including a "group" as defined in Section
     13(d)(3) of the Securities Exchange Act of 1934,
     becomes the beneficial owner of shares of the Employer
     having more than fifty percent (50%) of the total number of

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<PAGE>
     votes that may be cast by holders of capital stock upon any
     corporate action proposed to shareholders for approval or
     adoption; or

  b. as a result of, or in connection with, any cash tender or
     securities exchange offer, merger, or other business combination,
     sale of assets or contested election, or any combination of the
     foregoing transactions (a "Transaction"), the persons who were
     directors of the Employer before the Transaction shall cease to
     constitute a majority of the Board of the Employer or any
     successor corporation.

9.  Benefits Entitlements.  On or before Employee's last day of
employment with the Employer or any of its subsidiaries, the
Employer will pay to the Employee as compensation for services
rendered a lump sum amount, one-half in cash and one-half in
restricted common stock at $1.00 per share, (subject to any
applicable payroll or other taxes required to be withheld) equal
to the sum of,

  a.   Employees' highest annual salary fixed during the period
       he was an employee of the Employer, plus
  b.   the largest aggregate amount awarded to Employee in a
       year as cash bonus(whether or not deferred) under
       the Corporation's short and long term cash
       incentive plans or arrangements providing for performance
       bonus payments during the preceding years.

10.  Taxes.  In the event a tax is imposed pursuant to Section
4999 of the Internal Revenue Code ("Excise Tax") on any portion
of a benefit payment made to an Employee in accordance with
Paragraph 9, Employer shall relieve the Employee of the Excise
Tax burden by paying;

  a.   the initial Excise Tax and
  b.   any additional Excise Tax and federal and state income
       tax which arise as a result of Employer's payment
       of the initial Excise Tax on behalf of the Employee.

11.  Payment Obligations Absolute.  The Employer's obligation to
pay the Employee the benefits described herein shall be absolute
and unconditional and shall not be affected by any circumstances,
including, without limitation, any set-off, counter-claim,
recoupment, defense or other right which the Employer may have
against the Employee or anyone else.  All amounts payable by the
Employer shall be paid without notice or demand.  Each and every
payment made by the Employer shall be final and the Employer will
not seek to recover all or any part of such payment(s) from the
Employee or from whosoever may be entitled to such payment(s) for
any reason whatsoever.  The Employee shall not be obligated to
seek other employment in mitigation of the amounts payable or
arrangements made under any provisions herein, and the obtaining
of any such other employment shall in no event effect any
reduction of the Employer's or subsidiary's obligations to make
the payments and arrangements required to be made hereunder.  The
Employer may at the discretion of the Board of Directors of the

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<PAGE>
Employer enter into an irrevocable, third party guarantee or
similar agreement with a bank or other institution with respect
to the benefits payable to an Employee, which would provide for
the unconditional payment of such benefits by such third-party
upon presentment by an Employee of a Certificate (and on such
other conditions deemed necessary or desirable by the Employer)
at some specified time after termination of employment.  Such
third-party guarantor shall have no liability for improper
payment if it follows the instructions of the Employer as
provided in such Certificate and other documents required to be
presented under the agreement, unless the Employer, in a written
notice, has previously advised such third-party guarantor of the
determination by its Board of Directors of ineligibility of the
Employee

12.  Successors.  This Agreement shall be binding upon and inure
to the benefit of the Employee and his estate, the Employer and
any applicable subsidiary and any successor of the Employer or
applicable subsidiary, but neither this Amendment nor any rights
arising under it may be assigned, pledged or disposed of in any
manner by the Employee or his beneficiary.

13.  Other Agreements. Nothing in this paragraph is intended to
result in set-off of pension benefits, supplemental executive
retirement benefits, disability benefits, retiree benefits or any
other plan benefits not directly provided as termination or
separation benefits.

14.   Reimbursable Expenses. The Employer shall pay  directly  or
reimburse the Employee for the following expenses:
  a. License  fees  and  membership  dues  in  associations  or
     organizations relative to the business of the Employer,
  b. Subscriptions   to   journals   or   monthly   service
     publications relative to the business of the Employer.
  c. The  Employee's necessary travel, hotel, and entertainment
     expenses  incurred    in connection with the  business  of
     the  Employer  or  other events that contribute    to  the
     benefit  of  the Employer in amounts to be  determined  by
     the CEO, with input from the President.

15.   Noncompetition/Nonsolicitation.  Employee,  as   additional
material  consideration hereunder, agrees that  during  the  term
hereof and for a period of two (2) years from termination of this
Agreement,  he  will not directly or indirectly solicit  business
from,  engage in business with, or divert business  from  any  of
Employer's  current or future customers, and that they  will  not
participate  as a shareholder, partner, employee, consultant,  or
otherwise  in  any enterprise engaging in activities  that  would
violate  this  provision  if engaged in by  them  directly.  This
covenant  shall  be  applicable to the World on  the  basis  that
Employer   sells  its  products  nationally  or  internationally.
Employee  acknowledges and agrees that the scope of this covenant
is reasonable given the special relationship of the parties as to
the  various  agreements executed by them. Employee  acknowledges
and  confirms  that this covenant is made to induce  Employer  to
enter  into  this Agreement, is considered material to  Employer,
and  is  required by Employer for the purpose of  preserving  the

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business and goodwill of Employer.

16.  Confidentiality Provision. Employee agrees that, during  the
term of this Agreement or any extensions and for a period of  ten
(10)  years thereafter, he will keep confidential any information
which   he  obtains  from  Employer  or  any  of  said  entities'
subsidiaries, sister corporations or concerns, now  or  hereafter
existing   or  created,  concerning  their  properties,   assets,
proprietary  assets, source codes, copyrights, business  methods,
and  trade secrets. Upon termination hereof, Employee will return
to  Employer  all written matter with respect to such  businesses
obtained by him in connection with the negotiation, consummation,
or  performance of this Agreement. Employee further  agrees  that
any  work performed or created by Employee during the term hereof
shall  be  owned solely by Employer and shall be subject  to  the
terms of this provision.

17.  Modification.  No change or modification of  this  Agreement
shall  be valid unless the same is in writing and signed  by  all
the parties hereto.

18. Binding Effect. The contract shall be binding upon the heirs,
executors,  administrators, and assigns of the Employee  and  any
successors in interest of the Employer.

19.  Notice. Except as expressly provided to the contrary herein,
notices  or  other  communications required, permitted,  or  made
necessary  by the terms of this Agreement may be given orally  to
the  respective representatives of the Employer and the  Employee
designed herein. Written notices shall be personally delivered to
the  Employer's  representative or the Employee's representative,
as  appropriate  or  sent  by  the United  States  registered  or
certified   mail,  postage  prepaid,  return  receipt  requested,
addressed to the party as designated below. Notices sent by  mail
shall  be deemed made, delivered and received on the date of  the
United  States  postmark thereon. Either  party  may  change  its
address  or notice by giving notice of such change to  the  other
party in the manner specified in this section.

For purposes of notice the addresses of the parties shall be:

If to Employer:
WebQuest International, Inc.
2248 Meridian Blvd., Suite A
Minden, NV 89423-8601
Attn: CEO

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If to Employee:

Scott Berry
600 Akard Circle
Reno, NV 89503-3928

20.  No Waiver. No waiver of any breach or default in any of  the
terms  and  provisions  of  this Agreement  shall  be  deemed  to
constitute  or be construed as a waiver of the subsequent  breach
or default of the same, similar or dissimilar nature.

21.  Choice  of  Law  and Invalidity. The validity  construction,
performance and effect of this Agreement shall be governed by the
laws   of  the  State  of  Nevada  and  jurisdiction  shall  vest
exclusively in the Ninth Judicial District Court in and  for  the
State   of  Nevada,  located  in  Douglas  County.  The   parties
acknowledge  and  agree  that  this  Agreement  is  executed  and
performance hereof is due in Douglas County, State of Nevada.  In
case any one or more of the provisions contained herein shall for
any  reason  be held to be invalid, illegal, or unenforceable  in
any  respect,  such  invalidity, illegality, or  unenforceability
shall not affect any other provisions of this Agreement, but this
Agreement  shall  be  construed as if such invalid,  illegal,  or
unenforceable provisions contained herein shall, for any  reason,
be   held   to  be  excessively  broad  as  to  time,   duration,
geographical scope, activity or subject, said provision shall  be
construed by limiting and reducing it so as to be enforceable  to
the  extent compatible with the then applicable law, it being the
intent of the parties hereto to give the maximum permitted effect
to the restrictions set forth herein.

22.  Assignment. This Agreement is one for personal services  and
the Employee shall not have a right to assign any part or all  of
his respective rights, duties or obligations hereunder.

23.  Interpretation. If necessary to give effect to the terms and
provisions hereof, the masculine, feminine, and neuter gender  in
the  singular and plural number shall each be deemed  to  include
the other whenever the context so indicates.

24.  Headings.  Headings  in  this  Agreement  are  inserted  for
convenience and identification only and are in no way intended to
describe, interpret, define or limit the scope, extent or  intent
of this Agreement or any provision hereof

25. Counterparts. This Agreement may be executed in any number of
counterparts,  any of which may be constituted in  the  agreement
between the parties hereto.

26. Authority. The Employer warrants and represents that it is a
corporation organized and existing under the laws of the State of
Nevada,  that  the  undersigned is  authorized  to  execute  this
Agreement on behalf of the Employer; that the employment  of  the
Employee  under  the  terms  of  this  Agreement  has  been  duly
authorized by the Employer.

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<PAGE>

27.  Inurement.  Each covenant and condition  in  this  Agreement
shall  be  binding on, and shall insure solely to the benefit  of
the  parties to it, their respective heirs, legal representatives
successors and assigns.

28.  Entire Agreement. Except as otherwise provided herein,  this
Agreement supersedes any and all other agreements, either oral or
in  writing, between the parties hereto and contains all  of  the
covenants and agreements between the parties with respect to this
matter.  Each  party  to  this  Agreement  acknowledges  that  no
representations, inducements, promises, or agreements, orally  or
otherwise,  have  been made by any party,  or  anyone  acting  on
behalf  of any party, which are not embodied herein, and that  no
other  agreement,  statement or promise  not  contained  in  this
Agreement shall be binding.

IN  WITNESS  WHEREOF, the parties have executed  this  Employment
Agreement effective as of the day and year first above written.

 EMPLOYEE:                          EMPLOYER:
                                    WebQuest International, Inc.
                                    a Nevada Corporation,

 /s/ Scott Berry                    By: /s/ Kirk Johnson
 Scott Berry
                                     Kirk Johnson, Chairman








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