Exhibit 10.7

                             EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into effective as of the October 1, 1999,
notwithstanding   the  later  execution  hereof,  by  and   between   WEBQUEST
INTERNATIONAL,  INC.,  a  Nevada  corporation ("Employer")  and  KIRK  JOHNSON
("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 five (5) years  from  that  date  on
  October  1,  1999.  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,  as  Chief  Executive  Officer  of  Employer.   The  Board  of
     Directors  shall  be  responsible for the management and  supervision  of
     Employer  and  shall  perform  any other duties  relating  to  Employer's
     operations  that  may  from  time to time be assigned  by  the  Board  of
     Directors  and  governed by the Bylaws of Employer,  for  the  successful
     operation of Employer's business.
  b. If is  contemplated that Employee shall also be a Board of  Directors  of
     Employer  during the term of this Agreement, pursuant to the Articles  of
     Incorporation and Bylaws of Employer.
  c. During the  term  of this Employment Agreement, Employee shall,  in  good
     faith,  devote  his  best efforts and full time  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" and "full  time"  mean  such
     effort and time commitment as is necessary to achieve the success of  the
     business.
  d. 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.
  e. The parties agree that during the performance of this Agreement Employees
     office  shall be located in Minden, Nevada 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:


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  a.Salary.  For  all services he may render to Employer during  the  term  of
     this Agreement, employee shall receive from Employer a base annual salary
     while he is employed hereunder of one hundred and thirty thousand dollars
     ($130,000.00).  Salary is to be paid in accordance  with  the  policy  of
     Employer regarding payment of salary to its other officers and directors.
  b.Stock  Options.  Employee shall also receive three hundred thousand  stock
     options  to purchase Employer Common Stock. The price payable by Employee
     for each share of stock shall be the market closing bid price on the date
     of  this  agreement.  This date is also the date of grant  for  Incentive
     Stock Option purposes.  These options vest as follows: 100,000 shares  on
     this Agreement date, 100,000 shares one year thereafter and the remaining
     100,000 shares two years thereafter. All stock options will have  a  life
     of three years from vesting date. Upon  involuntary termination or change
     of  control,  as defined in this agreement, remaining options  will  vest
     immediately.

  e.Director's Compensation. During the time which Employee is a member
     of  the  Board of Directors of Employer, and properly fulfills his duties
     therefor,  Employer  shall  provide or  reimburse  to  Employee  expenses
     comparable to other Directors of Employer.
  f.Benefits.  Employee shall receive a monthly automobile  allowance  in  the
     amount of $200.00 a month.

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 Executive
            Officer and 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
     which  renders  Employee unable to perform his duties  or  assignment  as
     determined  by  the Board of Directors of Employer, in the sole  judgment
     and  discretion  of said Board as determined by a majority  vote  of  the
     members thereof.
  c.Resignation.  The employment of Employee under this Employment  Agreement,
     and  the term hereof, will be terminated by the voluntary resignation  of
     Employee.

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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 Five (5) year of the annual base salary earned
  by  Employee  immediately  prior to termination.  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 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 status
       immediately 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  votes that may be cast by holders of capital stock upon any corporate
     action proposed to shareholders for approval or adoption; or

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  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 cash amount (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  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
<PAGE>

  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 Board of Directors.

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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 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.
  1662 hwy 395 suite 203
  Minden, NV 89423


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If to Employee:
Kirk Johnson
630 Mustang
Gardnerville NV 89410

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.
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,

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  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:
 Kirk Johnson                       WebQuest International, Inc.
                                    a Nevada Corporation,

 ____________                       By:______________________
                                       Frank Howard, Chairman