Exhibit 10.6

                           ASSET PURCHASE AGREEMENT


        THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered
into this 3oth day of May, 1999, by and between WEBQUEST INTERNATIONAL, INC.,
a Nevada corporation and its assignee(s) or nominee(s) (collectively,
"Purchaser") and NANCY ANN ROGERS  individual residing in Amarillo TX
("Seller").

                               R E C I T A L S:

        A.   Seller is engaged in the Internet business, specifically the
development and marketing of  Internet sites, freehoroscopes.net, Siggy's
Place  (the "Business").

        B.   Seller desires to sell and Purchaser desires to purchase certain
assets of Seller on the terms and conditions set forth below.

        NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:

        1.   PURCHASE.  On the Closing Date (defined below), Seller shall sell
and  Purchaser shall purchase the assets described in Section 2 below on the
terms and conditions set forth in this Agreement.

        2.   PURCHASED ASSETS.  The assets ("Assets") which are the subject of
this Agreement and which Seller has agreed to sell and Purchaser has agreed to
purchase are those described on Exhibit "A" attached hereto and incorporated
herein by this reference.  The parties mutually agree and acknowledge that
Purchaser has agreed to purchase only the Assets described on Exhibit A. The
Seller is retaining those assets described in Exhibit "A-2" and those assets
are not part of sale. Any pages not purchased will be redirected to the new
URL for a period of ten weeks.

        3.   PURCHASE PRICE.  The purchase price ("Purchase Price") to be paid
to  Seller by Purchaser for the Assets shall be TWENTY FIVE THOUSAND AND
NO/100THS DOLLARS ($25,000.00), payable as follows:

             (a)  Purchaser shall pay Seller the sum of NINETEEN THOUSAND AND
NO/100THS DOLLARS ($19,000.00) on the Closing Date by means of cashier's check
or wired funds and $6,000.00 worth of WebQuest common stock restricted under
rule 144 valued at $1.00 per share (6,000 shares) .

             (b)  Purchaser shall pay Seller the sum of NINETEEN THOUSAND AND
NO/100THS DOLLARS ($19,000.00), on Closing Date (or the next business day if
such date falls on a holiday or weekend) by means of cashier's check or wired
funds.



        4.   ASSUMED LIABILITIES.  Purchaser shall assume and agree to pay,
discharge, and perform only those liabilities described on Exhibit "B"
attached hereto and incorporated herein by this reference (the "Assumed
Liabilities"), and Seller shall indemnify and hold Purchaser harmless for any
other claims, liabilities or obligations of  Seller or related to the Assets.

        5.   CONVEYANCE.  Title to the Assets shall be conveyed to Purchaser
by Seller by means of the Bill of Sale, Assignment & Assumption attached
hereto as Exhibit "C" and any other documents Purchaser shall reasonably
require, including, without limitation, any necessary consents for the
transfer of the Assets.

        6.   CLOSING DATE.  The closing of the transactions contemplated by
this Agreement shall be held on or before May 30, 1999, or a later date
mutually agreed to by the parties (the "Closing Date").  The closing shall be
held at a mutually convenient location or shall be conducted by overnight
courier, mail, facsimile and other means mutually agreed upon by the parties
hereto.  On the Closing Date, the conveyance documents shall be properly
executed and delivered to Purchaser, and Seller shall deliver possession of
the Assets and all books, records, and correspondence appurtenant thereto to
Purchaser.

<PAGE>

        7.   REPRESENTATIONS AND WARRANTIES OF SELLER.   Seller  hereby
represents and warrants to and covenants with Purchaser as follows:

             (a) On the Closing Date, the Assets will be free and clear of all
debts, liens, claims, mortgages, and encumbrances whatsoever;

             (b) Seller has provided Purchaser with true and correct copies of
all contracts, leases, agreements, licenses, and permits included in or
related to the Assets, and all such contracts, leases, agreements, licenses,
and permits are fully transferable to  Purchaser, are legally binding and in
good standing, are not in default, and remain in full force and effect;

             (c) There are no pending or, to the best of Seller's knowledge,
threatened suits or administrative actions relating to or affecting any of the
Assets;

             (d) Seller has received no notices from any governmental
authority that Seller or any of the Assets are in violation of any applicable
rule, law, ordinance or regulation, or requiring the removal, modification, or
relocation of any of the Assets;

             (e) All of the Assets are in good condition and will comply with
their intended use by Purchaser;

             (f) Seller has all licenses and permits necessary to operate and
own the Business and the licenses and permits are fully transferable, in good
standing, and in full force and effect;

             (g) To the best of Seller's knowledge the execution, delivery,
and performance of this Agreement, the consummation of the transactions
contemplated hereby, and the fulfillment of the terms hereof will not violate
any law, order, judgment, rule, regulation, decree, or ordinance to which
Seller is subject or by which Seller is bound;

             (h)  All ad Val Orem, personal property and other taxes or
assessments on or relating to the Assets have been paid;

             (i)  All tax returns required to be filed prior to the date
hereof by Seller have been timely filed, and all such tax returns have been
prepared in compliance with all applicable laws and regulations.  All taxes
due and payable by or with respect to Seller or the  Assets have been paid
prior to the Closing Date;

             (j)       To the best of Seller's knowledge up to and including
the Closing Date, Seller shall conduct its business in accordance with all
applicable laws and regulations in the same manner as it has in the past, will
not incur any additional liabilities relating to the Assets, and will take no
action that will or may result in a lien, claim, mortgage, or encumbrance
against the Assets;

             (k)  Seller has the power and authority to enter into and perform
its obligations under this Agreement;

             (l)  All sales and transfer taxes required to be paid in
connection with any of the Assets and all sales taxes required to be collected
by Seller and paid to the appropriate taxing authority, have been paid,
collected and remitted, or will be paid, collected, and remitted prior to the
Closing Date;

             (m)  To the best of Seller's knowledge there is no action, suit,
or other legal proceeding or governmental investigation pending or, to the
best of Seller's knowledge, threatened, anticipated or contemplated against
Seller or relating to the Assets, or questioning the validity or enforce
ability of this Agreement.  To the best of Seller's knowledge there is no
known or prospective infringement of any lease, contract, or agreements
included in or relating to the  Assets;

<PAGE>

        8.   DUE DILIGENCE.  Prior to the Closing Date,  Seller shall permit
Purchaser  and Purchaser's authorized representatives to have reasonable
access to the Assets and to Seller's books and records.

        9.   CONDITIONS PRECEDENT.  The following shall be conditions
precedent to the closing of the transactions contemplated by this Agreement.

             (a)  Seller shall have complied with all of its undertakings and
obligations under this Agreement;

             (b) The representations, warranties, and covenants of  Seller set
forth in this Agreement shall be true and correct in all respects as of the
Closing Date;

             (c)  All consents and permits required to be obtained for the
transfer of the Assets hereunder shall have been obtained, including, without
limitation, any such consent or permit needed for Purchaser to have all
rights. Seller will transfer the domain names and any accounts relating to the
assets being transferred.

             (d)  Seller and Purchaser shall have executed the non-competition
agreement attached hereto as Exhibit "D."

        10.  AGREEMENT TO INDEMNIFY.  Seller agrees to indemnify and hold
Purchaser and its affiliates harmless from and against the aggregate of all
expenses, losses, costs, deficiencies, liabilities and damages (including,
without limitation, related counsel and paralegal fees and expenses) incurred
or suffered by  Purchaser (collectively, "Indemnifiable Damages") resulting
from or arising out of (i) any breach of a representation or warranty made by
Seller in or pursuant to this Agreement, (ii) any breach of the covenants or
agreements made by Seller in this Agreement,  or (iii) any liabilities other
than the Assumed Liabilities.  Each of the representations and warranties made
by Seller in this Agreement or pursuant hereto shall survive the closing of
the transactions contemplated hereby.  Notwithstanding any knowledge of facts
determined or determinable by any party by investigation, each party shall
have the right to fully rely on the representations, warranties, covenants and
agreements of the other parties contained in this Agreement or in any other
documents or papers delivered in connection herewith.  Each representation,
warranty, covenant and agreement of the parties contained in this Agreement is
independent of each other representation, warranty, covenant and agreement.

        11.  NOTICES.  Any notice required or permitted to be sent by either
party under this Agreement to the other shall be in writing and shall be
deemed to be given (i) in the case of actual delivery when delivered to the
other party at the address set forth below, (ii) in the case of mailing, three
(3) days after said notice has been deposited in the United States mail,
postage prepaid, by certified or registered mail, addressed to the other party
at the address set forth below, and (iii) in other cases when actually
received, with a copy in each case to:

        In the case of Seller:

                  Nancy Ann Rogers
                  1125 B So. Carolina
                  Amarillo, TX. 79102
                  Telephone: (806) 359-8944


        In the case of Purchaser:

                  Webquest International, Inc.
                  1662 hwy 395 suite 203
                  Minden, Nevada  89423
                  Telephone: (775) 782-0350
                  Facsimile:  (775) 782-0397
                  Attention: Kirk Johnson


<PAGE>

        with a required copy to:
                  David A. Garcia, Esq.
                  Hale Lane Peek Dennison Howard and Anderson
                  100 West Liberty Street, Tenth Floor
                  P. O. Box 3237
                  Reno, Nevada  89505
                  Telephone: (775) 327-3000
                  Facsimile:  (775) 786-6179

Each party may change the address to which notice may be sent by so notifying
the other party in writing as provided herein.

        12.  BROKERS.  Seller and Purchaser represent and warrant to each
other that neither of them has employed a broker in regard to this Agreement
for which any commission may be due and payable.  Each party agrees to
indemnify and hold the other party harmless against any  brokerage commission
resulting from any breach of this representation.

        13.  LAW.  This Agreement shall be governed and construed in
accordance with the laws of the State of Nevada.

        14.  COSTS AND ATTORNEY'S FEES.  Should any dispute arise between the
parties over this Agreement, the prevailing party in any action brought to
resolve said dispute shall be entitled to recover its reasonable costs and
attorney's fees, including costs and fees on appeal.

        15.  THIRD PARTY BENEFICIARIES.  It is the intent of Seller and
Purchaser that this Agreement is solely for the benefit of the parties hereto
and, therefore, no person or persons other than Seller and Purchaser shall
have any rights whatsoever under this Agreement, either as third party
beneficiaries or otherwise.

        16.  COSTS AND EXPENSES.  Each party shall pay its own costs and
expenses, including attorney's fees, incurred in the negotiation, preparation
and execution of this Agreement and the closing hereunder.

        17.  COMPLETE AGREEMENT.  This Agreement constitutes the complete
agreement between the parties hereto and it may not be amended, changed or
modified except by a writing signed by the party to be charged by said
amendment, change or modifications.  This provision itself may not be changed
or altered orally but only in a writing signed by the parties to this
Agreement.








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

Purchaser:                         Seller:

WEBQUEST INTERNATIONAL, INC.,      /s/ Nancy Ann Rogers
a Nevada corporation               Nancy Ann Rogers, individual
By: /s/ Kirk Johnson

Its: President

<PAGE>


                                  EXHIBIT "A"

Assets:

1. All existing members and site visitors.

2. All rights in and to the Jade Wise contract for the daily
horoscopes used by Seller in the Business. Per the Astrology,Net and Nancy
Rogers Email Affiliate Agreement dated 12/4/98 item number 9 the agreement
must be reassigned by  Astrology.Net.

3. All existing e-mail addresses, mailing accounts, and passwords for news
letters and websites as listed below.

4. All customers and accounts in Seller's banner exchange programs/affiliate
and news letter advertisers.

5. All rights in and to the assets listed below including domain names

FREEHOROSCOPES.NET
www.freehoroscopes.net
www.freehoroscopes.net/default
http://www.freehoroscopes.net/Daily_Online_Horoscope_for_Sunday.htm
http://www.freehoroscopes.net/Daily_Online_Horoscope_for_Monday.htm
http://www.freehoroscopes.net/Daily_Online_Horoscope_for_Tuesday.htm
http://www.freehoroscopes.net/Daily_Online_Horoscope_for_Wednesday.htm
http://www.freehoroscopes.net/Daily_Online_Horoscopes_for_Thursday.htm
http://www.freehoroscopes.net/Daily_Online_Horoscope_for_Friday.htm
http://www.freehoroscopes.net/Daily_Online_Horoscope_for_Saturday.htm
http://www.freehoroscopes.net/Weekly_Online_Horoscope_Forecast.htm
http://www.freehoroscopes.net/horoscope_chat.htm
http://www.freehoroscopes.net/Free_Stuff_Coupons_Sweepstakes.htm
http://www.freehoroscopes.net/Thought_for_the_Day.htm

All sites listed above are listed exactly the same but instead of an
underscore it has a space in it. Example
http://www.freehoroscopes.net/Thought_for_the_Day.htm would be
http://www.freehoroscopes.net/Thought for the Day.htm

FREEHOROSCOPES HYPERMART
http://freehoroscopes.hypermart.net
http://freehoroscopes.hypermart.net/free_horoscopes.htm
http://freehoroscopes.hypermart.net/weekly.htm
http://freehoroscopes.hypermart.net/monthly.htm
http://freehoroscopes.hypermart.net/yearly.htm
http://freehoroscopes.hypermart.net/homepagers.htm
http://freehoroscopes.hypermart.net/today1.htm
http://freehoroscopes.hypermart.net/free_stuff.htm


<PAGE>

MYFREEOFFICE/ASTROSTUFF
http://www.myfreeoffice.com/astrostuff
http://www.myfreeoffice.com/astrostuff/horoscope_chat.htm
http://www.myfreeoffice.com/astrostuff/begin.htm
http://www.myfreeoffice.com/astrostuff/freebies.htm
http://www.myfreeoffice.com/astrostuff/day.htm
http://www.myfreeoffice.com/astrostuff/week.htm
http://www.myfreeoffice.com/astrostuff/month.htm
http://www.myfreeoffice.com/astrostuff/year.htm

SIGGY'S PLACE- Has been online since November 1996
http://members.amaonline.com/nrogers
http://members.amaonline.com/nrogers/freebies.htm
http://members.amaonline.com/nrogers/resources.htm
http://members.amaonline.com/nrogers/people.htm
http://members.amaonline.com/nrogers/jobs.htm
http://members.amaonline.com/nrogers/games.htm
http://members.amaonline.com/nrogers/Kitchen/index.html
http://members.amaonline.com/nrogers/Kitchen/daily_news.htm
http://members.amaonline.com/nrogers/Kitchen/recipes
http://members.amaonline.com/nrogers/Kitchen/Amish_recipes.htm
http://members.amaonline.com/nrogers/Kitchen/foodc1.htm
http://members.amaonline.com/nrogers/Kitchen/bisquick.htm
http://members.amaonline.com/nrogers/Kitchen/casser1.htm
http://members.amaonline.com/nrogers/Kitchen/casser2.htm
http://members.amaonline.com/nrogers/Kitchen/casser3.htm
http://members.amaonline.com/nrogers/Kitchen/Crockpot.htm
http://members.amaonline.com/nrogers/Kitchen/microwave.htm
http://members.amaonline.com/nrogers/Kitchen/salad.htm
http://members.amaonline.com/nrogers/Kitchen/Soup.htmhttp://members.amaonline.
com/nrogers/Kitchen/ambrosia.htm
http://members.amaonline.com/nrogers/Kitchen/rellenos.htm
http://members.amaonline.com/nrogers/Kitchen/chowder.htm
http://members.amaonline.com/nrogers/Kitchen/cabbage.htm
http://members.amaonline.com/nrogers/Kitchen/crockpot.htm
http://members.amaonline.com/nrogers/Kitchen/marylou1.htm
http://members.amaonline.com/nrogers/Kitchen/hamburger.htm
http://members.amaonline.com/nrogers/Kitchen/hashbro.htm
http://members.amaonline.com/nrogers/Kitchen/pumpkin.htm
http://members.amaonline.com/nrogers/Kitchen/jello.htm
http://members.amaonline.com/nrogers/Kitchen/microwave.htm
http://members.amaonline.com/nrogers/Kitchen/peanut.htm
http://members.amaonline.com/nrogers/Kitchen/swpot.htm
http://members.amaonline.com/nrogers/Kitchen/scallop.htm
http://members.amaonline.com/nrogers/Kitchen/scallop.htm
http://members.amaonline.com/nrogers/Kitchen/sochick.htm
http://members.amaonline.com/nrogers/Kitchen/sochick.htm
http://members.amaonline.com/nrogers/Kitchen/biscuits.htm
http://members.amaonline.com/nrogers/Kitchen/sbread.htm
http://members.amaonline.com/nrogers/Kitchen/nknead.htm
http://members.amaonline.com/nrogers/Kitchen/brittle.htm


<PAGE>

LIZ'S WONDERFUL WORLD OF ASTROLOGY

http://members.amaonline.com/liz/
http://members.amaonline.com/liz/daily.htm (3716 average hits a day)
http://members.amaonline.com/liz/horo.htm
http://members.amaonline.com/liz/hand.htm
http://members.amaonline.com/liz/articles.htm
http://members.amaonline.com/liz/iching.htm
http://members.amaonline.com/liz/palms.htm
http://members.amaonline.com/liz/runes.htm
http://members.amaonline.com/liz/Tarot.htm
http://members.amaonline.com/liz/weekly_horoscopes.htm
http://members.amaonline.com/liz/monthly.htm
http://members.amaonline.com/liz/Yearly.htm
http://members.amaonline.com/liz/horo1.htm
http://members.amaonline.com/liz/numer.htm

Newsletters includes access to list bot accounts/passwords and archives
Daily Horoscopes and More (Daily horoscope newsletter 12,200
Nancy's Recipe Exchange (daily) 4,110
Freebies on the Net (occasional newsletter) 622
Thought of the Day (Daily) Just started it a couple of weeks ago 1478
Weekly Horoscope (Lotto and Weekly Horoscope Forecast-
just started it last week. 1564
Teachers exchange

Online Newsletters
Nancy's Kitchen and Recipe Exchange - Daily Online Newsletter
http://members.amaonline.com/nrogers/Kitchen/daily_news.htm
Approximately 200 members log on to each each day but is doubling in
number
accessing it about every 5 -7 days.
Teachers exchange

Today's Online Horoscope
http://members.amaonline.com/liz/todays.htm
http://members.amaonline.com/siggy/todays.htm
http;//freehoroscopes.hypermart.net/today1.htm
http://www.myfreeoffice.com/astrostuff/todays.htm

/s/ Nancy Ann Rogers
  Nancy Ann Rogers

WEBQUEST INTERNATIONAL, INC.,
a Nevada corporation
By:  /s/ Kirk Johnson
Its: President

<PAGE>












                                 EXHIBIT "A-2"

Assets:

http://members.amaonline.com/liz/email.htm
http://members.amaonline.com/siggy - Siggy's Wonderful World of Cats
retained by Nancy

http://members.amaonline.com/siggy/email.htm
Rogers retained by Nancy Rogers
http://members.amaonline.com/nrogers/nrogers/nrogers.htm retained by
Nancy Rogers
http://members.amaonline.com/nrogers/family.htm retained by Nancy Rogers
http://members.amaonline.com/ntogers/email.htmhttp://members.amaonline.com/nro
gers/disabili.htm
retained by Nancy
Rogers
http://members.amaonline.com/nrogers/Postcards/teachersbooks3.htm
retained by Nancy Rogers
http://members.amaonline.com/nrogers/ada.htm retained by Nancy Rogers
http://members.amaonline.com/nrogers/physical.htm retained by Nancy
Rogers
http://members.amaonline.com/nrogers/cfs.htm retained by Nancy Rogers
http://members.amaonline.com/nrogers/assist.htm retained by Nancy Rogers
http://members.amaonline.com/nrogers/md.htm retained by Nancy Rogers

Disability Newsletter (haven't sent a newsletter to date) retained by
Nancy Rogers

Email Greeting Card Newsletter

Genealogy Newsletter



 /s/ Nancy Ann Rogers
  Nancy Ann Rogers

WEBQUEST INTERNATIONAL, INC.,
a Nevada corporation

By:  Kirk Johnson
Its: President

<PAGE>


                                  EXHIBIT "B"


                                     None.

<PAGE>

                                  EXHIBIT "C"

                     BILL OF SALE, ASSIGNMENT & ASSUMPTION


     THIS BILL OF SALE, ASSIGNMENT & ASSUMPTION is dated May 30, 1999, and is
made by and between Nancy Ann Rogers  (the "Transferor") and WEBQUEST
INTERNATIONAL, INC., a Nevada corporation (the "Transferee").

     For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, each intending to be legally bound
and to bind their respective successors and assigns, hereby covenant and agree
as follows:

     1.   Transferor does hereby convey, assign, transfer and deliver to
Transferee, its successors and assigns, all of Transferor's right, title and
interest, legal and equitable, in and to all of the assets of Transferor set
forth on Exhibit "A" attached hereto and incorporated herein by this
reference) (the "Assets"), to have and to hold all of the Assets hereby
transferred, assigned, conveyed and delivered unto Transferee, its successors
and assigns, to its and their own use and behalf forever.

     2.   Transferor for itself and its successors and assigns has covenanted
and by this Bill of Sale, Assignment & Assumption does covenant with
Transferee, its successors and assigns, that Transferor, and its successors
and assigns, will do, execute and deliver, or will cause to be done, executed
and delivered, all such further acts, transfers, assignments, conveyances,
powers of attorney and assurances, for the better assuring, conveying and
confirming unto Transferee, its successors and assigns, all of its right,
title and interest, legal and equitable, in the Assets hereby conveyed,
transferred, assigned and delivered by it as Transferee, its successors and
assigns, shall reasonably require.  Nothing herein contained shall be deemed
to limit or restrict the properties, assets and rights conveyed, assigned or
transferred to or acquired by Transferee from Transferor, under or by virtue
of any other conveyance, assignment, or other document respecting the Assets.

     3.   Transferor hereby constitutes and appoints Transferee, its
successors and assigns as Transferor's true and lawful agent and attorney to
demand and receive any and all Assets, to do and perform any and all acts
necessary to carry out the transfer and assignment of the Assets, Transferor
hereby declaring that the foregoing powers are coupled with an interest and
shall be irrevocable by Transferor or by Transferor's dissolution or in any
manner or for any reason whatsoever.

     4.   Nothing in this instrument, express or implied, is intended or shall
be construed to confer upon or give to any person, firm or corporation other
than Transferee or Transferor, and their respective successors and assigns,
any remedy or claim under or by reason of this instrument or any term,
covenant or condition hereof, and all the terms, covenants and conditions,
promises and agreements contained in this instrument shall be for the sole and
exclusive benefit of Transferee and Transferor and their respective successors
and assigns.

<PAGE>

     5.   Transferee hereby accepts said assignment of Transferor's right,
title and interest in and to the Assets and hereby assumes all of the
obligations of Transferor with respect to or associated with such Assets.
     6.   This Bill of Sale, Assignment & Assumption shall be governed and
enforced in accordance with the laws of the State of Nevada without giving
effect to principles of conflicts of law thereof.

     IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale,
Assignment & Assumption as of the date first above written.


                         TRANSFEROR:

                         /s/ Nancy Ann Rogers
                         Nancy Ann Rogers



                         TRANSFEREE:

                         WEBQUEST INTERNATIONAL, INC.,
                         a Nevada corporation


                         By:    /s/ Kirk Johnson
                          Its:    President

<PAGE>


                                  EXHIBIT "D"

                           NON-COMPETITION AGREEMENT

      This  Non-Competition Agreement is made and entered into by and  between
Nancy  Ann  Rogers (the "Seller") and WEBQUEST INTERNATIONAL, INC.,  a  Nevada
corporation  (the  "Company") effective as of May 30, 1999,  such  date  being
hereafter referred to as the "Effective Date" of this Agreement.

      WHEREAS, pursuant to an Asset Purchase Agreement dated May 30, 1999 (the
"Purchase  Agreement"), by and among Seller and the Company, the  Company  has
agreed to purchase certain assets of Seller;

      WHEREAS, it is a condition to the Company's purchase of  Seller's assets
that Seller agree to be bound by the terms of this Agreement; and

     NOW, THEREFORE, in consideration of the mutual agreements and obligations
contained in this Agreement, the parties agree as follows:

     1.   Non-Competition Covenants of Seller.

           (a)   Seller  shall not, during the period specified in  Section  2
below,  do  any  of  the following without the prior written  consent  of  the
Company, directly or indirectly (whether as a shareholder, partner, principal,
agent, director, affiliate, consultant or otherwise):

                (i)   Carry  on  in any jurisdiction in the United  States  of
America  or  any  other country in the world (the "Restricted Territory")  any
business activity directly competitive with the Competing Business;

                (ii)  Solicit or influence or attempt to influence any  person
employed  by  the Company to terminate or diminish his or her employment  with
the  Company  or become an employee or consultant of Seller, any affiliate  of
Seller, or any competitor of the Company.

           (b)   It  shall not be a violation for the noncompetition
               agreement for seller to
  continue  the operation of any of the assets listed in Exhibit  A-2  of  the
Contract of Sale. Seller can maintain E-mail. Greeting Card, Freebie and  free
Materials page without being in violation of this noncompetition agreement.

           (c)   For  purposes  of  the  foregoing  covenants,  the  following
definitions shall apply:

               (i)  To "carry on" shall mean to perform or engage in, or to be
employed by or to consult with, or to purchase or invest in, or lend money to,
or  lend  one's  name to, any entity or other business engaged or  seeking  to
engage  in,  any  subject  business  activity,  whether  individually  or   in
partnership  or  in conjunction with any person or entity, and  whether  as  a
principal,  agent, shareholder, lender, consultant or in any  other  capacity;
and

<PAGE>

              (ii) The "Competing Business" shall mean any business activity
that  involves  the  development or marketing of  on-line  Horoscope,  on-line
recipes on the Internet.

      2.    Duration. The covenants set forth in Section 1 and Section 5 shall
be  effective commencing as of the Effective Date and shall continue until the
third (3rd) anniversary of the Effective Date of this Agreement.

      3.    Consideration.  Two Thousand and 00/100ths Dollars of the purchase
price of the Seller's assets purchased by the Company from the Seller shall be
treated  as  consideration for the foregoing covenant not to compete  and  the
parties  hereto agree that such consideration shall be sufficient to make  all
obligations of Seller herein binding and fully enforceable.

      4.    Limitations  on  Non-Competition  Covenant.   Section  1  of  this
Agreement  shall  not be deemed to apply to any investments Seller  may  make,
directly  or  indirectly, in any publicly traded company so long  as  Seller's
aggregate  holdings  do not exceed one percent (1%) of the outstanding  voting
securities of such company.

      5.   Confidentiality.  In addition to the confidentiality provisions  of
any  other  Agreement among Seller, the Company or any of them, Seller  agrees
not  to  disclose, communicate, use to the detriment of the  Company  (or  its
respective  businesses) or for the benefit of any other person, or  misuse  in
any  way, any proprietary or confidential information of the Company  such  as
information  relating  to  the Company's business, trade  secrets,  personnel,
processes, techniques, know-how, formulas and other information and  technical
data or any intellectual property rights of the Company.

      6.    Severability. The parties intend that the covenants  contained  in
this  Agreement shall be construed as a series of separate covenants, (a)  one
for each country, county, city and state (or comparable political subdivision)
in  the Restricted Territory, and, within such territorial divisions, (b)  one
for  each  month  to  which  Seller is bound by  such  covenants.  Except  for
geographic coverage, each such separate covenant shall be deemed identical  in
terms  to  the  covenant  contained in the preceding paragraphs.  If,  in  any
judicial  proceeding,  a court shall refuse to enforce  any  of  the  separate
covenants (or any part thereof) deemed included in such paragraphs, then  such
unenforceable  covenant (or such part) shall be deemed  eliminated  from  this
Agreement  for  the  purpose of those proceedings to the extent  necessary  to
permit  the remaining separate covenants (or portions thereof) to be  enforced
by  such  court. It is the intent of the parties that the covenants set  forth
herein  be enforced to the maximum degree permitted by applicable law. In  the
event  that the provisions of this Agreement should ever be deemed  to  exceed
the  scope,  time  or  geographic  limitations  of  applicable  law  regarding
covenants  not  to  compete, then such provisions shall  be  reformed  to  the
maximum  scope, time or geographic limitations, as the case may be,  permitted
by applicable laws.

<PAGE>

      7.    Remedies. The parties hereto acknowledge and agree that the extent
of  damages to the Company in the event of a breach of the covenants contained
in  this Agreement by Seller would be difficult or impossible to ascertain and
that  the  remedies available at law to the Company in the event of  any  such
breach  would be inadequate. Consequently, Seller hereby agrees  that  in  the
event  of such breach, the Company shall be entitled to enforce any or all  of
the  covenants  contained in this Agreement by injunctive or  other  equitable
relief.

      8.    Representations of Seller. Seller represents that: (i)  Seller  is
familiar  with the covenants not to compete and not to solicit  set  forth  in
this  Agreement, (ii) Seller is fully aware of  his/her obligations hereunder,
including,  without  limitation, the length  of  time,  scope  and  geographic
coverage of these covenants, (iii) Seller finds the length of time, scope  and
geographic coverage of these covenants to be reasonable, and (iv) execution of
this  Agreement  and performance of Seller's obligations hereunder,  will  not
conflict  with, or result in a violation or breach of, any other agreement  to
which  Seller is a party or any judgment, order or decree to which the  Seller
is subject.

       9.     Assignment.   All  contracts,  representations,  warranties  and
agreements  of the parties contained herein shall be binding on and  inure  to
the  benefit of the parties, their respective heirs, personal representatives,
and  successors and assigns; provided, however, this Agreement  shall  not  be
assigned by Seller without the express written consent of the Company.

      10.   Entire Agreement. This Agreement, along with the exhibits thereto,
sets  forth  the  entire Agreement and understanding between the  Company  and
Seller  with  respect to the subject matter hereof, and supersedes  any  other
negotiations,  agreements, understandings, representations or past  or  future
practices, whether written or oral.

      11.   Notices.  Any  notice, report or other communication  required  or
permitted  to  be  given hereunder shall be in writing to each  such  affected
party and shall be deemed given on the date of delivery, if delivered, or five
days  after  mailing,  if  mailed first-class mail, postage  prepaid,  to  the
following addresses:

     In the case of Seller:
               Nancy Ann Rogers
               1125 B So. Carolina
               Amarillo, TX. 79102
               Telephone: (806) 359-8944

     In the case of the Company:

               Webquest International, Inc.
               1662 hwy 395, Suite 203
               Minden, Nevada  89423
               Telephone: (775) 782-0350
               Facsimile:  (775) 782-0397
               Attention: Kirk Johnson

<PAGE>

     with a required copy to:

               David A. Garcia, Esq.
               Hale Lane Peek Dennison Howard and Anderson
               100 West Liberty Street, Tenth Floor
               P. O. Box 3237
               Reno, Nevada  89505
               Telephone: (775) 327-3000
               Facsimile: (775) 786-6179

or  to such other address as any party hereto may designate by notice given as
herein provided.

     12.  Governing Law. This Agreement shall be governed by and construed and
enforced  in  accordance with the laws of the State of Nevada  without  giving
effect to principles regarding conflict of laws of any state.

     13.  Amendments. This Agreement shall not be changed or modified in whole
or in part except by an instrument in writing signed by each party hereto, nor
shall  any covenant or provision of this Agreement be considered waived except
by  an  instrument in writing signed by the party against whom enforcement  of
such waiver is sought.

      14.  Attorneys' Fees. In the event of any legal action or proceeding  to
enforce  or  interpret the provisions hereof, the prevailing  party  shall  be
entitled to reasonable attorneys' fees, whether or not the proceeding  results
in a final judgment.

       15.    Counterparts.  This  Agreement  may  be  executed   in   several
counterparts,  each of which shall be an original, but all of  which  together
shall constitute one and the same /agreement.

      16.  Effect of Headings. The section headings herein are for convenience
only  and  shall  not  affect  the  construction  or  interpretation  of  this
Agreement.

      17.   Delays or Omissions. No delay or omission to exercise  any  right,
power  or  remedy accruing to either party upon any breach or default  of  the
other  party hereto shall impair any such right, power or remedy of such  non-
defaulting party, nor shall it be construed to be a waiver of any such  breach
or  default,  or  an acquiescence therein, or of or in any similar  breach  or
default  thereafter occurring; nor shall any waiver, single breach or  default
be  deemed  a waiver of any other breach or default theretofore or  thereafter
occurring.

     IN WITNESS WHEREOF, the parties hereto have executed this Non-Competition
Agreement as of the Effective Date.

Company:                           Seller:

WEBQUEST INTERNATIONAL, INC.,           /s/ Nancy Ann Rogers
a Nevada corporation                         Nancy Ann Rogers

By: /s/ Kirk Johnson

Its: President