Exhibit 10.3


    Independent
      Contractor Agreement

    


    


    Agreement
      made this First day of December 2001 by and between California News Tech
      (hereinafter referred to as "Company") and Marian Munz (hereinafter referred
      to
      as "Contractor") with its principal place of business at San Francisco,
      California.

    


    WHEREAS,
      the Contractor provides services to the general public in an independent
      capacity;

    WHEREAS,
      the Company is in the business of software development and sales and Internet
      advertising and WEHREAS, the Company desires to utilize Contractor services
      at
      its own offices and as required, the Contractor's location, it is
      therefore

     

    AGREED
      AS
      FOLLOWS:

    


    	1.  	
            Scope
              of Services:

          


    Contractor
      agrees, pursuant to the terms herein, to provide specialized services as an
      independent contractor to the Company. The Scope of Services and the Recipient
      are further defined on the attached Purchase Order which is made a part
      hereof.

    


    	2.  	
            Termination:

          


    Contractor
      services under this Agreement will begin and terminate pursuant to the period
      covered by the Purchase Order and any renewals or extensions thereof. This
      Agreement shall be for a period of 12 months, commencing on December 1, 2001
      and
      terminating November 31, 2002. However, this Agreement may be terminated by
      either party on 10 days written notice, unless Contractor commits a breach
      of
      this Agreement, at which time this Agreement may be immediately terminated
      by
      the Company.

    


    	3.  	
            Restrictions:

          


    During
      the term of this Agreement, and any renewals thereof, and for twelve (12) months
      after the expiration of the initial and renewal periods, Contractor agrees
      that
      neither it nor any of its personnel will provide or attempt to provide, directly
      or indirectly, any services to any direct competitor of the
      Company.

    


    	4.  	
            Contractor
              Representations:

          


    Contractor
      represents that all information provided by it including, but not limited to,
      the resume, interview and references are true, accurate and complete; the
      Contractor is not restricted by any employment or other contractor agreement;
      it
      has all the skills and training necessary to perform the services required
      by
      this Agreement; and Contractor has and maintains books and records which reflect
      items of income and expenses of its trade or business and offers its services
      to
      third parties. Contractor makes these representations with the knowledge that
      the Company will rely on the representations. In addition to any other remedies
      the Company may have, it may terminate this Agreement in the event of any
      misstatement or misrepresentation.

    


    	5.  	
            Payment
              Terms:

          


    Contractor
      will receive 200,000 stock options exercisable at $0.80/share of the
      Corporation's common stock granted immediately. 

     

    	6.  	
            Expenses:

          


    Company
      may authorize for business purposes travel, living, training, entertainment,
      cellular phone and/or DSL Internet/email connection and expenses shall be
      reimbursed by the Company. Other expenses may be authorized on a case by case
      basis.

    


    	7.  	
            Confidential
              Information:

          


    All
      information (pertaining to any of Company's inventions, designs, tools,
      equipment, unpublished written materials, plans, processes, costs, methods,
      systems, improvements, or other private or confidential materials) which is
      obtained by Contractor in the performance of Contractor's work and which is
      not


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    publicly
      disclosed by Company shall be considered as confidential and proprietary to
      Company. The terms of Contractor's assignment, including the Contractor's
      compensation and the assignment terms of other Company's employees and the
      scope
      of Contractor's work shall be considered confidential. Contractor shall not
      at
      any time during or after such employment, disclose such information nor the
      nature of the service which Contractor renders to Company, except to authorized
      representative of Company.

    


    	8.  	
            Relationship
              of the Parties:

          


    The
      parties to this Agreement agree that the relationship created by this Agreement
      is that of Company-Independent Contractor and that no employer/empoyee
      relationship by or between the Contractor and the Company is intended by any
      party. 

    


    	9.  	
            Contractor
              Employees:

          


    It
      shall
      be the Contractor's responsibility to provide Worker's Compensation insurance
      and, if applicable, pay any premium "overtime" rate, for Contractor's employees
      who work on the project covered by this Agreement and to make required FICA,
      FUTA, income tax withholding or other payments related to such employees, and
      to
      provide Company with suitable evidence of the same whenever requested. In the
      event of any claims brought or threatened by any party against the Company
      related to the status, acts or omissions of Contractor or its personnel,
      Contractor agrees to cooperate in all reasonable respects , including to support
      the assertions of Contractor status made in this Agreement. Contractor further
      agrees to file all necessary income tax reports and forms on a timely basis
      and
      make all payments due to the appropriate taxing authority.

    


    	10.  	
            Right
              to Supervise:

          


    Contractor
      shall utilize his own independent judgment and discretion in the performance
      of
      the work without supervision or right to supervise or control as to the means
      and manner including time, location and sequencing of performance by the
      Company.

    


    	11.  	
            Service
              to Others

          


    Contractor
      may provide services to others during the term of this Agreement provided that
      it does not conflict with his obligations and performance
      hereunder.

    


    	12.  	
            Insurance:

          


    In
      addition to any other insurance required by this Agreement, Company will obtain
      for itself and its key personnel, at its own expense, Comprehensive General
      Liability insurance coverage for directors, officers and key staff as covered
      by
      this Agreement, for limits of liability and terms reasonably satisfactory to
      the
      Company, but not less than $1.0 million. Company and Contractor agrees to
      mutually indemnify and hold harmless each other from any and all liability
      or
      expense that either party may incur by reason of bodily injury to any person,
      or
      property damage, or both, caused in whole or in part by the acts of the other
      party, its agents, servants and employees while performing work or services
      pursuant to this Agreement, including reasonable attorney's fees. Contractor
      agrees to indemnify Company against any amount that Company may ultimately
      have
      to pay due to Contractor's failure to timely file Contractor's tax returns
      or
      information or pay the proper amount of income taxes and related payroll costs
      to any appropriate taxing authority.

    


    	13.  	
            Entire
              Agreement:

          


    This
      Agreement and any attachments or exhibits hereto represent the entire agreement
      and understanding of the parties and any modification thereof shall not be
      effective unless contained in writing signed by both parties. Any prior
      agreements have been merged into this Agreement. 

    


    	14.  	
            Severability:

          


    Each
      provision of the Agreement shall be considered severable such that if any one
      provision of clause conflicts with existing or future applicable law, or may
      not
      be given full effect because such law, this shall not affect any other provision
      of the Agreement which can be given effect without the conflicting provision
      of
      clause.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    	15.  	
            Right
              to Assign:

          


    Contractor
      is to provide services through it personnel named in the Purchase Order, for
      whom it is responsible, and may not assign its rights under this Agreement
      or
      any Purchase Order and may not subcontract its obligations hereunder to
      others.

    


    	16.  	
            Conflicts

          


    To
      the
      extent that there may be any conflict between the terms of this agreement and
      any Purchase Order which may be given hereto, this Agreement shall take
      precedence.

    


    IN
      WITNESS WHEREOF, the parties have hereunto set their hands and seals on the
      date
      first above written.

    


    Approval:

     

    
      	California
              News Tech a
              Nevada Corporation	Marian Munz 
	 	 
	By:	By:
	
              Marian Munz

              Title: President 

            	
              Marian Munz

              Title:
                Principal