EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

This  Employment  Agreement  (this  "Agreement")  is made as of May 20 , 2002 by
Western International Pizza Corporation,  a Nevada corporation (the "Employer"),
and Dennis Vadura, an individual (the "Executive").

                                    RECITALS

Concurrently  with the  execution  and delivery of this  Agreement,  Employer is
acquiring from  Executive and certain other  stockholders  of AccuPoll,  Inc., a
Delaware corporation ("AccuPoll"), all of the issued shares of stock of AccuPoll
owned by each such  stockholder  and  Executive,  pursuant  to a Stock  Exchange
Agreement dated on or about May 20, 2002 by and among AccuPoll, Executive, Frank
Wiebe and certain other  stockholders of AccuPoll (as "Exchanging  Stockholders"
thereunder) and Employer (the "Stock Exchange Agreement").  The Employer desires
Executive's employment with Employer and continued employment with AccuPoll, and
Executive  desires to accept such employment,  upon the terms and conditions set
forth in this Agreement.

                                    AGREEMENT

The parties, intending to be legally bound, agree as follows:

1.       DEFINITIONS

For the  purposes  of this  Agreement,  the  following  terms have the  meanings
specified or referred to in this Section 1.

"AGREEMENT"--this Employment Agreement, as amended from time to time.

"BASIC COMPENSATION"--Salary and Benefits.

"BENEFITS"--as defined in Section 3.1(b).

"BOARD OF DIRECTORS"--the board of directors of Employer.

"CHANCE IN CONTROL"-with  respect to Employer or AccuPoll shall mean, shall mean
(A) the direct or indirect sale, lease,  exchange or other transfer of more than
fifty per cent (50(degree)!0) of the assets of Employer or AccuPoll to any other
Person or  Persons,  (B) the sale or  issuance of any class or series of capital
stock or  securities  exchangeable,  convertible  or  exercisable  for shares of
capital stock of Employer or AccuPoll in a transaction or series of transactions
in which the purchaser or purchasers own in the aggregate at least fifty percent
(50%) of the capital stock (on a fully converted,  exchanged or exercised basis)
of Employer or AccuPoll after such  transaction or series of  transactions,  (C)
the merger or  consolidation  of  Employer or AccuPoll  with  another  entity or
entities, or (D) the reorganization of Employer or AccuPoll.

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 "CONFIDENTIAL INFORMATION'--any and all:

(a)      trade secrets  concerning  the business and affairs of Employer,  data,
         know-how,  graphs,  drawings,  samples,  inventions and ideas, customer
         lists,  current and  anticipated  customer  requirements,  price lists,
         market  studies,   business  plans,   computer  software  and  programs
         (including object code and source code), computer software and database
         technologies,  systems,  structures,  and  architectures  (and  related
         concepts,  ideas,  designs,  methods  and  information),  and any other
         information,  however  documented,  that is a trade  secret  within the
         meaning of California law; and

(b)      information  concerning  the  business   and affairs of Employer (which

         includes historical  financial  statements,  financial  projections and
         budgets,  historical  and projected sales, capital spending budgets and
         plans,  the names   and  backgrounds  of key  personnel  and  personnel
         training  and techniques and materials), however documented; and

(c)      notes, analysis,  compilations,  studies, summaries, and other material
         prepared by or for Employer  containing or based,  in whole or in part,
         on any information included in the foregoing.

"CONTRACT  YEAR" - means  any 12  month  period  during  the  Employment  Period
commencing on the Effective Date, or any anniversary of the Effective Date.

"DISABILITY"--as defined in Section 6.2.

"EFFECTIVE DATE"--the date stated in the first paragraph of the Agreement.

"EMPLOYMENT PERIOD"-as set forth in Section 2.2.

"FISCAL  YEAR"--Employer's fiscal year, as it exists on the Effective Date or as
changed from time to time.

"FOR CAUSE"--as defined in Section 6.3.

"FOR GOOD REASON"--as defined in Section 6.4.

"PERSON"--any  individual,  corporation (including any non-profit  corporation),
general  or limited  partnership,  limited  liability  company,  joint  venture,
estate, trust, association, organization, or governmental body.

"POST-EMPLOYMENT PERIOD"--as defined in Section 8.2.

"PROPRIETARY ITEMS"--as defined in Section 7.2(a)(iv).

"SALARY"--as defined in Section 3.1(a).

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2.       EMPLOYMENT TERMS AND DUTIES

2.1.     EMPLOYMENT

Employer hereby employs  Executive,  and Executive hereby accepts  employment by
Employer, upon the terms and conditions set forth in this Agreement.

2.2.     TERM

Subject to the provisions of Section 6, the term of Executive's employment under
this Agreement will be five (5) years (the  "Employment  Period"),  beginning on
the Effective  Date and ending on the fifth (5`h)  anniversary  of the Effective
Date, unless extended in accordance with the terms hereof.

2.3.     DUTIES

Executive will have such duties as are assigned or delegated to Executive by the
Board of Directors  of Employer,  and will  initially  serve as Chief  Executive
Officer of Employer and of AccuPoll.  Executive will devote his entire  business
time,  attention,  skill, and energy exclusively to the business of Employer and
AccuPoll,  will use his best  efforts to promote the success of  Employer's  and
AccuPoll's business, and will cooperate fully with the Board of Directors in the
advancement  of the best  interests  of Employer and  AccuPoll.  If Executive is
elected  as a director  of  Employer  or as a director  or officer of any of its
affiliates,  Executive  will  fulfill  his  duties as such  director  or officer
without additional compensation.

3.       COMPENSATION

3.1.     BASIC COMPENSATION

(a)      Salary.  Executive  will be paid an annual base salary of  $115,000.00,
         subject to adjustment as provided below (the  "Salary"),  which will be
         payable  in  equal  periodic   installments   according  to  Employer's
         customary payroll practices,  but no less frequently than monthly.  The
         Salary will be reviewed by the Board of Directors  not less  frequently
         than  annually,  and  shall be  increased  on each  anniversary  of the
         Effective  Date during the term  hereof by an amount  equal to not less
         than ten percent (10%) of the prior year's base salary.

(b)      Benefits. Executive will, during the Employment Period, be permitted to
         participate in such pension, profit sharing, bonus,
         life  insurance,  hospitalization,  major  medical,  and other employee
         benefit  plans of Employer or AccuPoll  that may be in effect from time
         to time, to the extent  Executive is eligible  under the terms of those
         plans (collectively, the "Benefits").

(c)      Stock Options. Executive shall be entitled to participate in Employer's

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         2002  Management  Stock  Incentive Plan (or an equivalent plan granting
         incentive  stock  options to employees of Employer)  (the "Stock Option
         Plan"). Employer shall put the Stock Option Plan into effect as soon as
         practicable (in the reasonable  determination of the Board of Directors
         of  Employer)  after the date  hereof.  The Stock  Option  Plan  shall,
         subject to applicable law, be allocated not less than 3,000,000  shares
         of common  stock  subject  to  grants  under  thereunder, and Executive
         shall be entitled to receive annual option grants at least equal to the
         average number of options granted to all other members  of  management.
         All of Executive's options granted  under the Stock  Option  Plan shall
         vest  immediately  upon a Change in Control of Employer or AccuPoll.

3.2      BONUS COMPENSATION

In addition to  Executive's  Salary,  Executive  shall be entitled to receive an
annual  bonus  to  be  determined  by  Employer's  compensation  committee  (the
"Compensation  Committee"),   in  an  amount  not  in  excess  of  100%  of  the
then-applicable  Salary for each year in which  Executive is employed  hereunder
and meets the performance  criteria  established by the Compensation  Committee.
Such bonus,  if any, shall be payable  within thirty (30) days after  Employer's
independent  accountants have made a determination of Executive's entitlement to
such bonus,  applying  generally  accepted  accounting  principles  consistently
applied.  Such determination shall be made not later than ninety (90) days after
the end of each  Contract  Year  during  the  term  hereof.  In the  event  that
Executive shall, in good faith, disagree with such determination,  Executive may
retain  separate  independent  accountants  at his own  cost to make a  separate
determination of Executive's  entitlement to such bonus. In the event that, as a
result of such  separate  determination,  Employer and  Executive  are unable to
agree on the amount of such bonus, then such controversy shall be arbitrated, in
front of a single arbitrator, according to the rules of the American Arbitration
Association,  as such rules are then in effect in Los Angeles,  California.  The
decision of the arbitrator  shall be final,  and each party's costs relating to
the  arbitration  (including  legal  and  accounting  fees  and the  cost of the
arbitration,  but not including the  accounting  costs to each party incurred in
making each initial  determination  of bonus  entitlement)  shall be paid by the
party  whose  initial  bonus  determination  is  the  most  divergent  from  the
arbitrator's  bonus  determination.   In  the  event  that  the  amount  of  the
arbitrator's  determination  shall  be  halfway  between  the  disputed  initial
determinations,  then  Executive and Employer  shall each pay their own costs in
connection  with the  arbitration  and  shall  share  equally  the  costs of the
arbitration itself.

4. FACILITIES AND EXPENSES

4.1. GENERAL

Employer will pay on behalf of Executive (or reimburse Executive for) reasonable
expenses (including  business-class travel) incurred by Executive at the request
of, or on behalf of, Employer in the performance of Executive's  duties pursuant
to this  Agreement,  and in  accordance  with  Employer's  employment  policies,

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including  reasonable  expenses incurred by Executive in attending  conventions,
seminars,  and other business meetings,  in appropriate  business  entertainment
activities,  and for promotional  expenses.  Executive must file expense reports
with respect to such expenses in accordance with Employer's policies.

5.       VACATIONS AND HOLIDAYS

Executive will be entitled to paid vacation each Fiscal Year in accordance  with
the vacation policies of Employer in effect for its executive officers from time
to time,  but in no event  less than two (2) weeks  per year.  Vacation  must be
taken by Executive at such time or times as reasonably  approved by the Chairman
of the Board or Chief Executive Officer.  Executive will also be entitled to the
paid holidays set forth in Employer's policies. Vacation days (but not holidays)
during any Fiscal  Year that are not used by  Executive  during such Fiscal Year
may be carried over to the following  Fiscal Year,  provided,  however,  that no
additional  vacation  days shall accrue so long as Executive is then entitled to
four weeks accrued vacation.

6.       TERMINATION

6.1.     EVENTS OF TERMINATION

The Employment Period and Executive's Basic Compensation,  and any and all other
rights of Executive under this Agreement or otherwise as an employee of Employer
will terminate (except as otherwise provided in this Section 6):

(a)      upon the death of Executive;

(b)      upon the Disability of  Executive  (as  defined  in  Section  6.2) upon
         thirty (30) days notice from either party to the other;

(c)      for Cause (as  defined in Section  6.3),  immediately  upon notice from
         Employer  to  Executive,  or at such  later  time as  such  notice  may
         specify; or

(d)      for Good Reason (as defined in Section 6.4) upon not less  than  thirty
         days' prior notice from Executive to Employer.

6.2.     DEFINITION OF DISABILITY

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For purposes of Section 6. I,  Executive  will be deemed to have a  "disability"
if, for physical or mental reasons,  Executive is unable to perform  Executive's
duties  under this  Agreement  for 45  consecutive  days,  or 90 days during any
twelve month period,  as  determined  in  accordance  with this Section 6.2. The
disability of Executive will be determined by a medical doctor  mutually  agreed
upon by Employer and Executive (or Executive's legal guardian or duly authorized
attorney-in-fact  will act in Executive's  stead,  in the event Executive is not
legally  competent)  upon the request of  Employer.  The  determination  of such
medical  doctor  will be binding on both  parties.  Executive  must  submit to a
reasonable number of examinations by the medical doctor making the determination
of  disability  under this Section  6.2, and  Executive  hereby  authorizes  the
disclosure  and  release to Employer of such  determination  and all  supporting
medical  records.  If  Executive  is not legally  competent,  Executive's  legal
guardian or duly  authorized  attorney- in fact will act in  Executive's  stead,
under  this  Section  6.2,  for the  purposes  of  submitting  Executive  to the
examinations, and providing the authorization of disclosure, required under this
Section 6.2.

6.3.     DEFINITION OF "FOR CAUSE"

For purposes of Section 6.1, the phrase "for cause"  means:  (a) the  conviction
of, or the  entering of a guilty plea or plea of no contest  with  respect to, a
felony, or the equivalent thereof, involving moral turpitude, or (b) willful and
materially  wrongful or grossly negligent actions that result in material damage
to Employer or AccuPoll.

6.4.     DEFINITION OF "FOR GOOD REASON"

For  purposes  of Section  6.1,  the phrase "for good  reason"  means any of the
following:  (a) Employer's material breach of this Agreement; (b) the assignment
of Executive without his consent to a position, responsibilities, or duties of a
materially  lesser  status  or  degree  of  responsibility  than  his  position,
responsibilities,  or  duties  at the  Effective  Date,  (c) the  relocation  of
Executive's  place of  employment  more than 30 miles from its current  location
without  Executive's  consent,  or (d) a reduction in Executive's base salary or
material reduction in his benefits.

6.5.     TERMINATION PAY

Effective upon the termination of this Agreement,  Employer will be obligated to
pay Executive  (or, in the event of his death,  his  designated  beneficiary  as
defined below) only such compensation as is provided in this Section 6.5, and in
lieu of all other amounts and in settlement  and complete  release of all claims
Executive may have against  Employer for any amounts due and owing to Executive,
as an  employee,  under  this  agreement.  For  purposes  of this  Section  6.5,
Executive's designated beneficiary will be such individual beneficiary or trust,
located at such  address,  as Executive may designate by notice to Employer from
time to time  or,  if  Executive  fails to give  notice  to  Employer  of such a
beneficiary,   Executive's  estate.   Notwithstanding  the  preceding  sentence,

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Employer will have no duty, in any  circumstances,  to attempt to open an estate
on behalf of  Executive,  to determine  whether any  beneficiary  designated  by
Executive  is alive or to  ascertain  the  address of any such  beneficiary,  to
determine the existence of any trust, to determine  whether any person or entity
purporting to act as Executive's  personal  representative  (or the trustee of a
trust  established by Executive) is duly authorized to act in that capacity,  or
to locate or attempt  to locate any  beneficiary,  personal  representative,  or
trustee.

(a)  TERMINATION BY EXECUTIVE FOR GOOD REASON OR BY EMPLOYER  WITHOUT CAUSE.  If
     Executive  terminates  this  Agreement  for  good  reason,  or if  Employer
     terminates  Executive  without  Cause (other than by reason of  Executive's
     death or  Disability),  Employer  will pay  Executive a lump-sum  severance
     payment in an amount equal to Executive's  then current annual Salary,  and
     shall provide all benefits to which Executive is entitled immediately prior
     to such  termination  for a  period  of 12  months  following  the  date of
     termination (or reimburse  Executive for all costs incurred by Executive in
     obtaining comparable benefits).

(b)  TERMINATION BY EMPLOYER FOR CAUSE.  If Employer  terminates  this Agreement
     for cause,  Executive  will be entitled to receive his Salary only  through
     the date such  termination  is  effective,  and will not be entitled to any
     other compensation for the Fiscal Year during which such termination occurs
     or any subsequent Fiscal Year.

(c)  TERMINATION WON DISABILITY. If this Agreement is terminated by either party
     as a result of  Executive's  disability,  as determined  under Section 6.2,
     Employer will pay Executive his Salary,  and shall provide  Executive  with
     all  benefits  to which  Executive  is entitled  immediately  prior to such
     termination,  through the remainder of the calendar month during which such
     termination is effective and for the three consecutive months thereafter.

(d)  TERMINATION  UPON  DEATH.  If this  Agreement  is  terminated  because.  of
     Executive's death, Executive will be entitled to receive his Salary through
     the end of the calendar month in which his death occurs.

(e)  BENEFITS.  Except as provided in paragraphs (a) and (c) above,  Executive's
     accrual of, or  participation  in plans  providing  for, the Benefits  will
     cease at the  effective  date of the  termination  of this  Agreement,  and
     Executive will be entitled to accrued Benefits  pursuant to such plans only
     as provided  in such  plans.  Executive  will not  receive,  as part of his
     termination   pay  pursuant  to  this  Section  6,  any  payment  or  other
     compensation for any holiday, sick leave, or other leave unused on the date
     the  notice of  termination  is given  under  this  Agreement,  but will be
     entitled  to be paid for any  accrued  but unused  vacation  days,  up to a
     maximum of twenty (20) accrued vacation days.

7.       NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

7.1.     ACKNOWLEDGMENTS BY THE EXECUTIVE

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Executive  acknowledges  that (a) during the Employment  Period and as a part of
his employment,  Executive will be afforded access to Confidential  Information;
(b) public  disclosure of such  Confidential  Information  could have an adverse
effect  on  Employer  and its  business;  (c) the  Employer  has  required  that
Executive  make the covenants in this Section 7; and (d) the  provisions of this
Section 7 are reasonable and necessary to prevent the improper use or disclosure
of Confidential Information.

7.2. AGREEMENTS OF THE EXECUTIVE

In  consideration  of the  compensation  and  benefits to be paid or provided to
Executive by Employer under this Agreement, Executive covenants as follows:

(a)      CONFIDENTIALITY.

(1)      During and  following the  Employment  Period,  Executive  will hold in
         confidence the Confidential Information and will not disclose it to any
         person except with the specific  prior  written  consent of Employer or
         except as otherwise expressly permitted by the terms of this Agreement.

(2)      Any  trade  secrets  of  Employer  will  be  entitled  to  all  of  the
         protections and benefits under  California law and any other applicable
         law. If any  information  that  Employer  deems to be a trade secret is
         found by a court of competent jurisdiction
not
         to be a trade secret for purposes of this Agreement,  such  information
         will, nevertheless, be considered Confidential Information for purposes
         of  this  Agreement.  Executive  hereby  waives  any  requirement  that
         Employer submit proof of the economic value of any trade secret or post
         a bond or other security.

(3)      None of the foregoing  obligations and restrictions applies to any part
         of the  Confidential  Information  that Executive  demonstrates  was or
         became  generally  available  to the public other than as a result of a
         disclosure by Executive.

(4)       Executive  will not remove  from  Employer's  premises  (except to the
          extent such removal is for purposes of the  performance of Executive's
          duties at home or while traveling, or except as otherwise specifically
          authorized by Employer) any document,  record,  notebook, plan, model,
          component, device, or computer software or code, whether embodied in a
          disk or in any other form  (collectively,  the  "Proprietary  Items").
          Executive  recognizes that, as between Employer and Executive,  all of
          the Proprietary Items, whether or not developed by Executive,  are the
          exclusive property of Employer.  Upon termination of this Agreement by

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          either party,  or upon the request of Employer  during the  Employment
          Period, Executive will return to Employer all of the Proprietary Items
          in Executive's possession or subject to Executive's control (except to
          the  extent  any  such  return  during  the  Employment  Period  shall
          materially   interfere  with   Executive's   ability  to  perform  his
          obligations under this Agreement),  and Executive shall not retain any
          copies,  abstracts,  sketches,  or other physical embodiment of any of
          the Proprietary Items.

7.3.     DISPUTES OR CONTROVERSIES

Executive  recognizes  that  should a dispute  or  controversy  arising  from or
relating  to  this  Agreement  be  submitted  for  adjudication  to  any  court,
arbitration  panel,  or other third party,  the  preservation  of the secrecy of
Confidential   Information  may  be  jeopardized.   All  pleadings,   documents,
testimony,  and records relating to any such  adjudication will be maintained in
secrecy and will be available for inspection by Employer,  Executive,  and their
respective  attorneys and experts, who will agree, in advance and in writing, to
receive and maintain all such  information in secrecy,  except as may be limited
by them in writing.

8.       NON-COMPETITION AND NON-INTERFERENCE

8.1.     ACKNOWLEDGMENTS BY THE EXECUTIVE

Executive  acknowledges that: (a) the services to be performed by him under this
Agreement are of a special,  unique,  unusual,  extraordinary,  and intellectual
character;  (b) Employer's  business is  international in scope and its products
are marketed  throughout  the United  States and  internationally;  (c) Employer
competes with other  businesses  that are or could be located in any part of the
United States or  internationally;  (d) the Employer has required that Executive
make the covenants set forth in this Section 8 as a condition to the  Employer's
acquisition  of  Executive's  stock in Employer;  and (e) the provisions of this
Section 8 are reasonable and necessary to protect Employer's business.

8.2.     COVENANTS OF THE EXECUTIVE

In consideration of the  acknowledgments  by Executive,  and in consideration of
the  compensation  and benefits to be paid or provided to Executive by Employer,
Executive covenants that he will not, directly or indirectly:

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(a)       during the Employment  Period,  except in the course of his employment
          hereunder, and during the Post-Employment Period, engage or invest in,
          own,  manage,  operate,   finance,  control,  or  participate  in  the
          ownership,  management,   operation,  financing,  or  control  of,  be
          employed by,  associated  with, or in any manner  connected with, lend
          Executive's name or any similar name to, lend Executive's credit to or
          render   services  or  advice  to,  any  business  whose  products  or
          activities compete in whole or in part with the products or activities
          of  Employer   anywhere   within  the  United   States  or  any  other
          jurisdiction  in which  Employer  then  conducts  business;  provided,
          however,  that Executive may purchase or otherwise  acquire up to (but
          not  more  than)  one  percent  of  any  class  of  securities  of any
          enterprise (but without  otherwise  participating in the activities of
          such  enterprise)  if such  securities  are listed on any  national or
          regional  securities  exchange or have been  registered  under Section
          12(g) of the Securities Exchange Act of 1934;

(b)      whether  for  Executive's  own  account or for the account of any other
         person,   at  any  time   during   the   Employment   Period   and  the
         Post-Employment  Period,  solicit  business of the same or similar type
         being carried on by Employer,  from any person known by Executive to be
         a customer of Employer,  whether or not Executive had personal  contact
         with such person during and by reason of  Executive's  employment  with
         Employer;

(c)      whether for  Executive's own account or the account of any other person
         (i) at any time during the Employment Period and the
         Post-Employment  Period,  solicit,  employ,  or otherwise  engage as an
         employee,  independent contractor,  or otherwise,  any person who is or
         was an employee of Employer at any time during the Employment Period or
         in any manner  induce or attempt to induce any  employee of Employer to
         terminate his employment with Employer;  or (ii) at any time during the
         Employment  Period  and for  three  years  thereafter,  interfere  with
         Employer's  relationship  with any person,  including any person who at
         any time  during the  Employment  Period was an  employee,  contractor,
         supplier, or customer of Employer; or

(d)      at any time during or after the Employment  Period,  disparage Employer
         or any of its shareholders, directors, officers, employees, or agents.

For purposes of this Section 8.2, the term  "Post-Employment  Period"  means the
one year period  beginning on the date of termination of Executive's  employment
with Employer.

If any covenant in this Section 8.2 is held to be  unreasonable,  arbitrary,  or
against  public  policy,  such covenant will be considered to be divisible  with
respect to scope,  tine,  and geographic  area, and such lesser scope,  time, or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable,  not arbitrary,  and not against public policy, will
be effective, binding, and enforceable against Executive.

The  period of time  applicable  to any  covenant  in this  Section  8.2 will be
extended by the duration of any violation by Executive of such covenant.

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Executive  will,  while the covenant  under this Section 8.2 is in effect,  give
notice to Employer, within ten days after accepting any other employment, of the
identity  of  Executive's  employer.  Employer  may notify  such  employer  that
Executive is bound by this Agreement and, at Employer's  election,  furnish such
employer with a copy of this Agreement or relevant portions thereof.

9.       GENERAL PROVISIONS

9.1.     INJUNCTIVE RELIEF AND ADDITIONAL REMEDY

Executive  acknowledges  that the injury that would be suffered by Employer as a
result of a breach of the provisions of this Agreement  (including any provision
of Sections 7 and 8) would be irreparable and that an award of monetary  damages
to  Employer  for such a breach  would be an  inadequate  remedy.  Consequently,
Employer  will have the right,  in addition to any other rights it may have,  to
obtain  injunctive  relief  to  restrain  any  breach  or  threatened  breach or
otherwise to specifically enforce any provision of this Agreement,  and Employer
will not be  obligated  to post bond or other  security in seeking  such relief.
Without limiting Employer's rights under this Section 9 or any other remedies of
Employer,  if  Executive  breaches  any of the  provisions  of  Section  7 or 8,
Employer  will have the right to cease  making  any  payments  otherwise  due to
Executive under this Agreement.

9.2.     COVENANTS OF SECTIONS 7 AND 8 ARE ESSENTIAL AND INDEPENDENT COVENANTS

The  covenants by Executive in Sections 7 and 8 are  essential  elements of this
Agreement,  and without Executive's agreement to comply with such covenants, the
Employer  would not have  acquired  Executive's  stock under the Stock  Exchange
Agreement and Employer would not have entered into this Agreement or employed or
continued the employment of Executive. Employer and Executive have independently
consulted  their  respective  counsel  and have  been  advised  in all  respects
concerning the  reasonableness  and propriety of such  covenants,  with specific
regard  to the  nature  of  the  business  conducted  by  Employer.  Executive's
covenants in Sections 7 and 8 are independent covenants and the existence of any
claim by  Executive  against  Employer  under this  Agreement or  otherwise,  or
against the  Employer,  will not excuse  Executive's  breach of any  covenant in
Section 7 or 8. If Executive's employment hereunder expires or is terminated for
Cause,  this Agreement will continue in full force and effect as is necessary or
appropriate  to enforce the covenants and  agreements of Executive in Sections 7
and 8.

9.3. REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE

                                       11
<PAGE>

Executive represents and warrants to Employer that the execution and delivery by
Executive  of  this  Agreement  do not,  and the  performance  by  Executive  of
Executive's obligations hereunder will not, with or without the giving of notice
or the passage of time, or both: (a) violate any judgment, writ, injunction,  or
order of any court, arbitrator,  or governmental agency applicable to Executive;
or  (b)  conflict  with,  result  in the  breach  of  any  provisions  of or the
termination of, or constitute a default under,  any agreement to which Executive
is a party or by which Executive is or may be bound.

9.4.     OBLIGATIONS CONTINGENT ON PERFORMANCE

The  obligations  of Employer  hereunder,  including  its  obligation to pay the
compensation provided for herein, are contingent upon Executive's performance of
Executive's obligations hereunder, in the reasonable  determination of the Board
of Directors of Employer.

9.5.     WAIVER

The rights and remedies of the parties to this  Agreement are cumulative and not
alternative. Neither the failure nor any delay by either party in exercising any
right, power, or privilege under this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power,  or privilege will preclude any other or further  exercise of such right,
power, or privilege or the exercise of any other right, power, or privilege.  To
the maximum  extent  permitted by applicable  law, (a) no claim or right arising
out of this Agreement can be discharged by one party,  in whole or in part, by a
waiver or  renunciation  of the claim or right  unless in writing  signed by the
other  party;  (b) no  waiver  that may be given by a party  will be  applicable
except in the specific  instance for which it is given;  and (c) no notice to or
demand on one party  will be  deemed  to be a waiver of any  obligation  of such
party or of the right of the party  giving such notice or demand to take further
action without notice or demand as provided in this Agreement.

9.6.     BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

This  Agreement  shall inure to the benefit of, and shall be binding  upon,  the
parties  hereto  and their  respective  successors,  assigns,  heirs,  and legal
representatives,   including  any  entity  with  which  Employer  may  merge  or
consolidate  or to  which  all  or  substantially  all  of  its  assets  may  be
transferred.  The duties and covenants of Executive under this Agreement,  being
personal, may not be delegated.

9.7.     NOTICES

All notices,  consents,  waivers,  and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with  written  confirmation  of receipt),  (b) sent by facsimile  (with
written  confirmation of receipt),  provided that a copy is mailed by registered
mail, return receipt requested,  or (c) when received by the addressee,  if sent

                                       12
<PAGE>

by a nationally  recognized overnight delivery service (receipt  requested),  in
each case to the appropriate addresses and facsimile numbers set forth below (or
to such other addresses and facsimile numbers as a party may designate by notice
to the other parties):

If to Employer:

         4440 Von Karman Ave., Suite 125
         Newport Beach, California 92660
         Attention: Chairman of the Board
         Tel: 949 200 4000
         Fax: 949 200 4005

If to Executive:
         4440 Von Karman Ave., Suite 125
         Newport Beach, California 92660
         Tel: 949 200 4000
         Fax: 949 200 4005

         With a copy to:

         William Peters, Esq.
         Shaw Pittman LLP
         2029 Century Park East, Ste. 2550
         Los Angeles, CA 90067
         Tel: 310-551-4500
         Fax: 310-551-4501

9.8.     ENTIRE AGREEMENT; AMENDMENTS

This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings,
oral or written,  between the parties  hereto with respect to the subject matter
hereof.  This Agreement may not be amended  orally,  but only by an agreement in
writing signed by the parties hereto.

9.9.     GOVERNING LAW

This Agreement  will be governed by the laws of the State of California  without
regard to conflicts of laws principles.

9.10.    JURISDICTION

Any action or  proceeding  seeking to enforce any  provision of, or based on any
right  arising  out of,  this  Agreement  may be brought  against  either of the
parties in the courts of the State of California,  County of Los Angeles, or, if
it has or can acquire jurisdiction,  in the United States District Court for the
Central  District  of  California,  and  each  of the  parties  consents  to the

                                       13
<PAGE>

jurisdiction  of such courts (and of the  appropriate  appellate  courts) in any
such  action or  proceeding  and waives  any  objection  to venue laid  therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on either party anywhere in the world.

9.11.    SECTION HEADINGS, CONSTRUCTION

The headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation.  All references to "Section"
or "Sections" refer to the  corresponding  Section or Sections of this Agreement
unless otherwise  specified.  All words used in this Agreement will be construed
to be of such gender or number as the  circumstances  require.  Unless otherwise
expressly  provided,  the word "including" does not limit the preceding words or
terms.

9.12.    SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement will remain in
full  force  and  effect.  Any  provision  of this  Agreement  held  invalid  or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

9.13.    COUNTERPARTS

This Agreement may be executed in one or more  counterparts,  each of which will
be deemed to be an original copy of this Agreement and all of which,  when taken
together, will be deemed to constitute one and the same agreement.

9.15     WAIVER OF JURY TRIAL

THE PARTIES  HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY  PROCEEDING  ARISING
OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OF THE  CONTEMPLATED  TRANSACTIONS,
WHETHER NOW EXISTING OR  HEREAFTER  ARISING,  AND WHETHER  SOUNDING IN CONTRACT,
TORT OR  OTHERWISE.  THE PARTIES  AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS
PARAGRAPH  WITH ANY COURT AS WRITTEN  EVIDENCE  OF THE  KNOWING,  VOLUNTARY  AND
BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND
THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF
THE  CONTEMPLATED  TRANSACTIONS  SHALL  INSTEAD BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

                                       14
<PAGE>


IN WITNESS  WHEREOF,  the parties have  executed and delivered  this  Employment
Agreement as of the date above first written above.

Western International Pizza Corporation,            EXECUTIVE
a Nevada corporation

By: /s/ Frank Wiebe                                 By: /s/ Dennis Vadura
Name: Frank Wiebe Dennis Vadura                     Dennis Vadura
Title: President

<PAGE>
                              EMPLOYMENT AGREEMENT

This Employment  Agreement  (this  "Agreement") is made as of May ZO 2002 by and
between Western  International  Pizza  Corporation,  a Nevada  corporation  (the
"Employer"), and Frank Wiebe, an individual (the "Executive").

                                    RECITALS

Concurrently  with the  execution  and delivery of this  Agreement,  Employer is
acquiring from  Executive and certain other  stockholders  of AccuPoll,  Inc., a
Delaware corporation ("AccuPoll"), all of the issued shares of stock of AccuPoll
owned by each such  stockholder  and  Executive,  pursuant  to a Stock  Exchange
Agreement  dated on or about  May 70,  2002 by and  among  AccuPoll,  Executive,
Dennis  Vadura and  certain  other  stockholders  of  AccuPoll  (as  "Exchanging
Stockholders"  thereunder)  and Employer (the "Stock Exchange  Agreement").  The
Employer desires Executive's  employment with Employer and continued  employment
with AccuPoll,  and Executive desires to accept such employment,  upon the terms
and conditions set forth in this Agreement.

                                    AGREEMENT

The parties, intending to be legally bound, agree as follows:

1.       DEFINITIONS

For the  purposes  of this  Agreement,  the  following  terms have the  meanings
specified or referred to in this Section 1.

"AMENDMENT"--this Employment Agreement, as amended from time to time.

"BASIC COMPENSATION"--Salary and Benefits.

"BENEFITS"--as defined in Section 3.1(b).

"BOARD OF DIRECTORS"--the board of directors of Employer.

"CHANGE IN CONTROL"-with  respect to Employer or AccuPoll shall mean, shall mean
(A) the direct or indirect sale, lease,  exchange or other transfer of more than
fifty per cent (50%) of the assets of Employer  or AccuPoll to any other  Person
or Persons,  (B) the sale or issuance of any class or series of capital stock or
securities exchangeable,  convertible or exercisable for shares of capital stock
of Employer or AccuPoll in a transaction or series of  transactions in which the
purchaser or purchasers own in the aggregate at least fifty percent (50%) of the
capital stock (on a fully  converted,  exchanged or exercised basis) of Employer
or-AccuPoll after such transaction or series of transactions,  (C) the merger or
consolidation  of Employer or Accupoll with another  entity or entities,  or (D)
the reorganization of Employer or AccuPoll.

<PAGE>

"CONFIDENTIAL INFORMATION"--any and all:

(a)      trade secrets  concerning  the business and affairs of Employer,  data,
         know-how,  graphs,  drawings,  samples,  inventions and ideas, customer
         lists,  current and  anticipated  customer  requirements,  price lists,
         market  studies,   business  plans,   computer  software  and  programs
         (including object code and source code), computer software and database
         technologies,  systems,  structures,  and  architectures  (and  related
         concepts,  ideas,  designs,  methods  and  information),  and any other
         information,  however  documented,  that is a trade  secret  within the
         meaning of California law; and

(b)      information  concerning  the  business  and affairs of Employer  (which
         includes historical  financial  statements,  financial  projections and
         budgets,  historical and projected sales,  capital spending budgets and
         plans,  the  names  and  backgrounds  of key  personnel  and  personnel
         training and techniques and materials), however documented; and

(c)      notes, analysis,  compilations,  studies, summaries, and other material
         prepared by or for Employer  containing or based,  in whole or in part,
         on any information included in the foregoing.

"CONTRACT  YEAR" - means  any 12  month  period  during  the  Employment  Period
commencing on the Effective Date, or any anniversary of the Effective Date.

"DISABILITY"--as defined in Section 6.2.

"EFFECTIVE DATE"--the date stated in the first paragraph of the Agreement.

"EMPLOYMENT PERIOD"-as set forth in Section 2.2.

"FISCAL  YEAR"--Employer's fiscal year, as it exists on the Effective Date or as
changed from time to time.

"FOR CAUSE"--as defined in Section 6.3.

"FOR GOOD REASON"--as defined in Section 6.4.

"PERSON"--any  individual,  corporation (including any non-profit  corporation),
general  or limited  partnership,  limited  liability  company,  joint  venture,
estate, trust, association, organization, or governmental body.

"POST-EMPLOYMENT PERIOD"--as defined in Section 8.2.

"PROPRIETARY ITEMS"--as defined in Section 7.2(a)(iv).

"SALARY"--as defined in Section 3.1(a).

2.       EMPLOYMENT TERMS AND DUTIES.

                                       2
<PAGE>

2.1.     EMPLOYMENT

Employer hereby employs  Executive,  and Executive hereby accepts  employment by
Employer, upon the terms and conditions set forth in this Agreement.

2.2.     TERM

Subject to the provisions of Section 6, the term of Executive's employment under
this Agreement will be five (5) years (the  "Employment  Period"),  beginning on
the Effective  Date and ending on the fifth (5`h)  anniversary  of the Effective
Date, unless extended in accordance with the terms hereof.

2.3.     DUTIES

Executive will have such duties as are assigned or delegated to Executive by the
Board of  Directors  of  Employer,  and will  initially  serve as  President  of
Employer  and of  AccuPoll.  Executive  will  devote his entire  business  time,
attention,  skill,  and energy  exclusively  to the  business  of  Employer  and
AccuPoll,  will use his best  efforts to promote the success of  Employer's  and
AccuPoll's  business,  and will cooperate  fully with the Board of Directors and
Chief Executive Officer in the advancement of the best interests of Employer and
AccuPoll.  If Executive is elected as a director of Employer or as a director or
officer of any of its  affiliates,  Executive  will  fulfill  his duties as such
director or officer without additional compensation.

3.       COMPENSATION

3.1.     BASIC COMPENSATION

(a)      SALARY.  Executive  will be paid an annual base salary of  $115,000.00,
         subject to adjustment as provided below (the  "Salary"),  which will be
         payable  in  equal  periodic   installments   according  to  Employer's
         customary payroll practices,  but no less frequently than monthly.  The
         Salary will be reviewed by the Board of Directors  not less  frequently
         than  annually,  and  shall be  increased  on each  anniversary  of the
         Effective  Date during the term  hereof by an amount  equal to not less
         than ten percent (10%) of the prior year's base salary.

(b)      BENEFITS. Executive will, during the Employment Period, be permitted to
         participate in such pension,  profit  sharing,  bonus,  life insurance,
         hospitalization,  major medical,  and other  employee  benefit plans of
         Employer  or AccuPoll  that may be in effect from time to time,  to the
         extent   Executive   is  eligible   under  the  terms  of  those  plans
         (collectively, the "Benefits").

(c)       STOCK  OPTIONS.   Executive   shall  be  entitled  to  participate  in
          Employer's 2002 Management Stock Incentive Plan (or an equivalent plan
          granting incentive stock options to employees of Employer) (the "Stock

                                       3
<PAGE>
          Option Plan"). Employer shall put the Stock Option Plan into effect as
          soon as practicable (in the reasonable  determination  of the Board of
          Directors  of Employer)  after the date hereof.  The Stock Option Plan
          shall, subject to applicable law, be allocated not less than 3,000,000
          shares  of  common  stock  subject  to grants  under  thereunder,  and
          Executive  shall be entitled to receive  annual option grants at least
          equal to the average number of options granted to all other members of
          management.  All of Executive's options granted under the Stock Option
          Plan shall vest  immediately  upon a Change in Control of  Employer or
          AccuPoll.

3.2      BONUS COMPENSATION

In addition to  Executive's  Salary,  Executive  shall be entitled to receive an
annual  bonus  to  be  determined  by  Employer's  compensation  committee  (the
"Compensation  Committee"),   in  an  amount  not  in  excess  of  100%  of  the
then-applicable  Salary for each year in which  Executive is employed  hereunder
and meets the performance  criteria  established by the Compensation  Committee.
Such bonus,  if any, shall be payable  within thirty (30) days after  Employer's
independent  accountants have made a determination of Executive's entitlement to
such bonus,  applying  generally  accepted  accounting  principles  consistently
applied.  Such determination shall be made not later than ninety (90) days after
the end of each  Contract  Year  during  the  term  hereof.  In the  event  that
Executive shall, in good faith, disagree with such determination,  Executive may
retain  separate  independent  accountants  at his own  cost to make a  separate
determination of Executive's  entitlement to such bonus. In the event that, as a
result of such  separate  determination,  Employer and  Executive  are unable to
agree on the amount of such bonus, then such controversy shall be arbitrated, in
front of a single arbitrator, according to the rules of the American Arbitration
Association,  as such rules are then in effect in Los Angeles,  California.  The
decision of the  arbitrator  shall be final,  and each party's costs relating to
the  arbitration  (including  legal  and  accounting  fees  and the  cost of the
arbitration,  but not including the  accounting  costs to each party incurred in
making each initial  determination  of bonus  entitlement)  shall be paid by the
party  whose  initial  bonus  determination  is  the  most  divergent  from  the
arbitrator's  bonus  determination.   In  the  event  that  the  amount  of  the
arbitrator's  determination  shall  be  halfway  between  the  disputed  initial
determinations,  then  Executive and Employer  shall each pay their own costs in
connection  with the  arbitration  and  shall  share  equally  the  costs of the
arbitration itself.

4.       FACILITIES AND EXPENSES

4.1.     GENERAL

Employer will pay on behalf of Executive (or reimburse Executive for) reasonable
expenses (including  business-class travel) incurred by Executive at the request
of, or on behalf of, Employer in the performance of Executive's  duties pursuant
to this  Agreement,  and in  accordance  with  Employer's  employment  policies,
including  reasonable  expenses incurred by Executive in attending  conventions,
seminars,  and other business meetings,  in appropriate  business  entertainment
activities,  and for promotional  expenses.  Executive must file expense reports
with respect to such expenses in accordance with Employer's policies.

                                       4
<PAGE>

5. VACATIONS AND HOLIDAYS

Executive will be entitled to paid vacation each Fiscal Year in accordance  with
the vacation policies of Employer in effect for its executive officers from time
to time,  but in no event  less than two (2) weeks  per year.  Vacation  must be
taken by  Executive  at such time or times as  reasonably  approved by the Chief
Executive  Officer.  Executive  will also be entitled to the paid  holidays  set
forth in Employer's policies. Vacation days (but not holidays) during any Fiscal
Year that are not used by Executive  during such Fiscal Year may be carried over
to the following Fiscal Year,  provided,  however,  that no additional  vacation
days shall accrue so long as Executive  is then  entitled to four weeks  accrued
vacation.

6.       TERMINATION

6.1. EVENTS OF TERMINATION

The Employment Period and Executive's Basic Compensation,  and any and all other
rights of Executive under this Agreement or otherwise as an employee of Employer
will terminate (except as otherwise provided in this Section 6):

(a)      upon the death of Executive;

(b)      upon the Disability of Executive  (as  defined  in  Section  6.2)  upon
         thirty (30) days notice from either party to the other;

(c)      for Cause (as  defined in Section  6.3),  immediately  upon notice from
         Employer  to  Executive,  or at such  later  time as  such  notice  may
         specify; or

(d)      for Good Reason (as defined in Section 6.4) upon not less  than  thirty
         days' prior notice from Executive to Employer.

6.2.     DEFINITION OF DISABILITY

<PAGE>


For purposes of Section 6.1, Executive will be deemed to have a "disability" if,
for  physical  or mental  reasons,  Executive  is unable to perform  Executive's
duties  under this  Agreement  for 45  consecutive  days,  or 90 days during any
twelve month period,  as  determined  in  accordance  with this Section 6.2. The
disability of Executive will be determined by a medical doctor  mutually  agreed
upon by Employer and Executive (or Executive's legal guardian or duly authorized
attorney-in-fact  will act in Executive's  stead,  in the event Executive is not
legally  competent)  upon the request of  Employer.  The  determination  of such
medical  doctor will be'  binding on both  parties.  Executive  must submit to a
reasonable number of examinations by the medical doctor making the determination
of  disability  under this Section  6.2, and  Executive  hereby  authorizes  the
disclosure  and  release to Employer of such  determination  and all  supporting
medical  records.  If  Executive  is not legally  competent,  Executive's  legal
guardian or duly  authorized  attorney-in  fact will act in  Executive's  stead,
under  this  Section  6.2,  for the  purposes  of  submitting  Executive  to the
examinations, and providing the authorization of disclosure, required under this
Section 6.2.

6.3.     DEFINITION OF "FOR CAUSE"

For purposes of Section 6.1, the phrase "for cause"  means:  (a) the  conviction
of, or the  entering of a guilty plea or plea of no contest  with  respect to, a
felony, or the equivalent thereof, involving moral turpitude, or (b) willful and
materially  wrongful or grossly negligent actions that result in material damage
to Employer or AccuPoll

6.4.     DEFINITION OF "FOR GOOD REASON"

For  purposes  of Section  6.1,  the phrase "for good  reason"  means any of the
following:  (a) Employer's material breach of this Agreement; (b) the assignment
of Executive without his consent to a position, responsibilities, or duties of a
materially  lesser  status  or  degree  of  responsibility  than  his  position,
responsibilities,  or  duties  at the  Effective  Date,  (c) the  relocation  of
Executive's  place of  employment  more than 30 miles from its current  location
without  Executive's  consent,  or (d) a reduction in Executive's base salary or
material reduction in his benefits.

6.5.     TERMINATION PAY

Effective upon the termination of this Agreement,  Employer will be obligated to
pay Executive  (or, in the event of his death,  his  designated  beneficiary  as
defined below) only such compensation as is provided in this Section 6.5, and in
lieu of all other amounts and in settlement  and complete  release of all claims
Executive may have against  Employer for any amounts due and owing to Executive,
as an  employee,  under  this  agreement.  For  purposes  of this  Section  6.5,
Executive's designated beneficiary will be such individual beneficiary or trust,
located at such  address,  as Executive may designate by notice to Employer from
time to time  or,  if  Executive  fails to give  notice  to  Employer  of such a
beneficiary,   Executive's  estate.   Notwithstanding  the  preceding  sentence,
Employer will have no duty, in any  circumstances,  to attempt to open an estate

                                       6
<PAGE>

on behalf of  Executive,  to determine  whether any  beneficiary  designated  by
Executive  is alive or to  ascertain  the  address of any such  beneficiary,  to
determine the existence of any trust, to determine  whether any person or entity
purporting to act as Executive's  personal  representative  (or the trustee of a
trust  established by Executive) is duly authorized to act in that capacity,  or
to locate or attempt  to locate any  beneficiary,  personal  representative,  or
trustee.

(a)      TERMINATION BY EXECUTIVE FOR GOOD REASON OR BY EMPLOYER WITHOUT CAUSE
         If Executive  terminates this Agreement for good reason, or if Employer
         terminates Executive without Cause (other than by reason of Executive's
         death or Disability),  Employer will pay Executive a lump-sum severance
         payment in an amount equal to  Executive's  then current annual Salary,
         and  shall  provide  all  benefits  to  which   Executive  is  entitled
         immediately  prior  to  such  termination  for a  period  of 12  months
         following the date of termination (or reimburse Executive for all costs
         incurred by Executive in obtaining comparable benefits).

(b)      TERMINATION  BY  EMPLOYER  FOR  CAUSE.  If   Employer  terminates  this
          Agreement for cause,  Executive will be entitled to receive his Salary
          only through the date such  termination is effective,  and will not be
          entitled to any other  compensation  for the Fiscal Year during  which
          such termination occurs or any subsequent Fiscal Year.

(c)      TERMINATION UPON DISABILITY.  If this Agreement is terminated by either
         party  as a result  of  Executive's  disability,  as  determined  under
         Section 6.2, Employer will pay Executive his Salary,  and shall provide
         Executive with all benefits to which Executive is entitled  immediately
         prior to such termination,  through the remainder of the calendar month
         during  which  such   termination   is  effective  and  for  the  three
         consecutive months thereafter.

(d)      TERMINATION  UPON DEATH.  If this  Agreement is  terminated  because of
         Executive's  death,  Executive  will be  entitled to receive his Salary
         through the end of the calendar month in which his death occurs.

(e)      BENEFITS.   Except  as  provided  in  paragraphs  (a)  and  (c)  above,
          Executive's  accrual of, or  participation in plans providing for, the
          Benefits will cease at the effective  date of the  termination of this
          Agreement, and Executive will be entitled to accrued Benefits pursuant
          to such plans  only as  provided  in such  plans.  Executive  will not
          receive,  as part of his  termination  pay pursuant to this Section 6,
          any payment or other  compensation  for any  holiday,  sick leave,  or
          other  leave  unused on the date the  notice of  termination  is given
          under this Agreement,  but will be entitled to be paid for any accrued
          but  unused  vacation  days,  up to a maximum of twenty  (20)  accrued
          vacation days.

7.       NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

7.1.     ACKNOWLEDGMENTS BY THE EXECUTIVE

                                       7
<PAGE>

Executive  acknowledges  that (a) during the Employment  Period and as a part of
his employment,  Executive will be afforded access to Confidential  Information;
(b) public  disclosure of such  Confidential  Information  could have an adverse
effect  on  Employer  and its  business;  (c) the  Employer  has  required  that
Executive  make the covenants in this Section 7; and (d) the  provisions of this
Section 7 are reasonable and necessary to prevent the improper use or disclosure
of Confidential Information.

7.2.     AGREEMENTS OF THE EXECUTIVE

In  consideration  of the  compensation  and  benefits to be paid or provided to
Executive by Employer under this Agreement, Executive covenants as follows:

(a)      CONFIDENTIALITY.

(1)      During and  following the  Employment  Period,  Executive  will hold in
         confidence the Confidential Information and will not disclose it to any
         person except with the specific  prior  written  consent of Employer or
         except as otherwise expressly permitted by the terms of this Agreement.

(2)      Any  trade  secrets  of  Employer  will  be  entitled  to  all  of  the
         protections and benefits under  California law and any other applicable
         law. If any  information  that  Employer  deems to be a trade secret is
         found by a
          court of competent  jurisdiction not to be a trade secret for purposes
         of this Agreement,  such information will, nevertheless,  be considered
         Confidential  Information  for  purposes of this  Agreement.  Executive
         hereby  waives  any  requirement  that  Employer  submit  proof  of the
         economic value of any trade secret or post a bond or other security.

(3)      None of the foregoing  obligations and restrictions applies to any part
         of the  Confidential  Information  that Executive  demonstrates  was or
         became  generally  available  to the public other than as a result of a
         disclosure by Executive.

(4)      Executive  will not  remove  from  Employer's  premises  (except to the
         extent such removal is for purposes of the  performance  of Executive's
         duties at home or while traveling,  or except as otherwise specifically
         authorized by Employer) any document,  record,  notebook,  plan, model,
         component,  device, or computer software or code, whether embodied in a
         disk or in any other  form  (collectively,  the  "Proprietary  Items").
         Executive  recognizes that, as between  Employer and Executive,  all of
         the Proprietary Items,  whether or not developed by Executive,  are the
         exclusive  property of Employer.  Upon termination of this Agreement by
         either  party,  or upon the request of Employer  during the  Employment
         Period,  Executive will return to Employer all of the Proprietary Items
         in Executive's  possession or subject to Executive's control (except to
         the  extent  any  such  return  during  the  Employment   Period  shall
         materially   interfere   with   Executive's   ability  to  perform  his

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<PAGE>

         obligations  under this Agreement),  and Executive shall not retain any
         copies, abstracts, sketches, or other physical embodiment of any of the
         Proprietary Items.

7.3.     DISPUTES OR CONTROVERSIES

Executive  recognizes  that  should a dispute  or  controversy  arising  from or
relating  to  this  Agreement  be  submitted  for  adjudication  to  any  court,
arbitration  panel,  or other third party,  the  preservation  of the secrecy of
Confidential   Information  may  be  jeopardized.   All  pleadings,   documents,
testimony,  and records relating to any such  adjudication will be maintained in
secrecy and will be available for inspection by Employer,  Executive,  and their
respective  attorneys and experts, who will agree, in advance and in writing, to
receive and maintain all such  information in secrecy,  except as may be limited
by them in writing.

8.       NON-COMPETITION AND NON-INTERFERENCE

8.1.     ACKNOWLEDGMENTS BY THE EXECUTIVE

Executive  acknowledges that: (a) the services to be performed by him under this
Agreement are of a special,  unique,  unusual,  extraordinary,  and intellectual
character;  (b) Employer's  business is  international in scope and its products
are marketed  throughout  the United  States and  internationally;  (c) Employer
competes with other  businesses  that are or could be located in any part of the
United States or  internationally;  (d) the Employer has required that Executive
make the covenants set forth in this Section 8 as a condition to the  Employer's
acquisition  of  Executive's  stock in Employer;  and (e) the provisions of this
Section 8 are reasonable and necessary to protect Employer's business.

8.2.     COVENANTS OF THE EXECUTIVE

In consideration of the  acknowledgments  by Executive,  and in consideration of
the  compensation  and benefits to be paid or provided to Executive by Employer,
Executive  covenants that he will not,  directly or  indirectly:

(a)      during  the  Employment  Period, except in the course of his employment
          hereunder, and during the Post-Employment Period, engage or invest in,
          own,  manage,  operate,   finance,  control,  or  participate  in  the
          ownership,  management,   operation,  financing,  or  control  of,  be
          employed by,  associated  with, or in any manner  connected with, lend
          Executive's name or any similar name to, lend Executive's credit to or
          render   services  or  advice  to,  any  business  whose  products  or
          activities compete in whole or in part with the products or activities
          of  Employer   anywhere   within  the  United   States  or  any  other
          jurisdiction  in which  Employer  then  conducts  business;  provided,
          however,  that Executive may purchase or otherwise  acquire up to (but
          not  more  than)  one  percent  of  any  class  of  securities  of any
          enterprise (but without  otherwise  participating in the activities of
          such  enterprise)  if such  securities  are listed on any  national or
          regional  securities  exchange or have been  registered  under Section
          12(g) of the Securities Exchange Act of 1934;

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<PAGE>

(b)      whether  for  Executive's  own  account or for the account of any other
         person,   at  any  time   during   the   Employment   Period   and  the
         Post-Employment  Period,  solicit  business of the same or similar type
         being carried on by Employer,  from any person known by Executive to be
         a customer of Employer,  whether or not Executive had personal  contact
         with such person during and by reason of  Executive's  employment  with
         Employer;

(c)      whether for Executive's own account or the account of any other  person
          (i) at any time during the Employment  Period and the  Post-Employment
          Period,   solicit,   employ,  or  otherwise  engage  as  an  employee,
          independent  contractor,  or  otherwise,  any  person who is or was an
          employee of Employer  at any time during the  Employment  Period or in
          any manner  induce or attempt to induce any  employee  of  Employer to
          terminate his employment with Employer; or (ii) at any time during the
          Employment  Period  and for three  years  thereafter,  interfere  with
          Employer's  relationship with any person,  including any person who at
          any time during the  Employment  Period was an  employee,  contractor,
          supplier, or customer of Employer; or

(d)      at any time during or after the Employment  Period,  disparage Employer
         or any of its shareholders, directors, officers, employees, or agents.

For purposes of this Section 8.2, the term  "Post-Employment  Period"  means the
one year period  beginning on the date of termination of Executive's  employment
with Employer.

I any covenant in this  Section 8.2 is held to be  unreasonable,  arbitrary,  or
against  public  policy,  such covenant will be considered to be divisible  with
respect to scope,  time,  and geographic  area, and such lesser scope,  time, or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable,  not arbitrary,  and not against public policy, will
be effective, binding, and enforceable against Executive.

The  period of time  applicable  to any  covenant  in this  Section  8.2 will be
extended by the duration of any violation by Executive of such covenant.

Executive  will,  while the covenant  under this Section 8.2 is in effect,  give
notice to Employer, within ten days after accepting any other employment, of the
identity  of  Executive's  employer.  Employer  may notify  such  employer  that
Executive is bound by this Agreement and, at Employer's  election,  furnish such
employer with a copy of this Agreement or relevant portions thereof.

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<PAGE>

9.       GENERAL PROVISIONS

9.1.     INJUNCTIVE RELIEF AND ADDITIONAL REMEDY

Executive  acknowledges  that the injury that would be suffered by Employer as a
result of a breach of the provisions of this Agreement  (including any provision
of  Sections  7 and 8) would   be  irreparable  and  that an  award of  monetary
damages  to  Employer  for  such  a  breach  would  be  an  inadequate   remedy.
Consequently,  Employer will have the right,  in addition to any other rights it
may have,  to obtain  injunctive  relief to  restrain  any breach or  threatened
breach or otherwise to specifically enforce any provision of this Agreement, and
Employer  will not be obligated  to post bond or other  security in seeking such
relief.  Without  limiting  Employer's  rights under this Section 9 or any other
remedies of Employer,  if Executive  breaches any of the provisions of Section 7
or 8, Employer will have the right to cease making any payments otherwise due to
Executive under this Agreement.

9.2.     COVENANTS OF SECTIONS 7 AND 8 ARE ESSENTIAL AND INDEPENDENT COVENANTS

The  covenants by Executive in Sections 7 and 8 are  essential  elements of this
Agreement,  and without Executive's agreement to comply with such covenants, the
Employer  would not have  acquired  Executive's  stock under the Stock  Exchange
Agreement and Employer would not have entered into this Agreement or employed or
continued the employment of Executive. Employer and Executive have independently
consulted  their  respective  counsel  and have  been  advised  in all  respects
concerning the  reasonableness  and propriety of such  covenants,  with specific
regard to the nature of the business conducted by Employer.

Executive's  covenants  in Sections 7 and 8 are  independent  covenants  and the
existence of any claim by Executive  against  Employer  under this  Agreement or
otherwise,  or against the Employer,  will not excuse  Executive's breach of any
covenant in Section 7 or 8.

If Executive's  employment  hereunder  expires or is terminated for Cause,  this
Agreement  will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of Executive in Sections 7 and 8.

9.3.     REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE

Executive represents and warrants to Employer that the execution and delivery by
Executive  of  this  Agreement  do not,  and the  performance  by  Executive  of
Executive's obligations hereunder will not, with or without the giving of notice
or the passage of time, or both: (a) violate any judgment, writ, injunction,  or
order of any court, arbitrator,  or governmental agency applicable to Executive;
or  (b)  conflict  with,  result  in the  breach  of  any  provisions  of or the
termination of, or constitute a default under,  any agreement to which Executive
is a party or by which Executive is or may be bound.

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<PAGE>

9.4. OBLIGATIONS CONTINGENT ON PERFORMANCE

The  obligations  of Employer  hereunder,  including  its  obligation to pay the
compensation provided for herein, are contingent upon Executive's performance of
Executive's obligations hereunder, in the reasonable  determination of the Board
of Directors of Employer.

9.5.     WAIVER

The rights and remedies of the parties to this  Agreement are cumulative and not
alternative. Neither the failure nor any delay by either party in exercising any
right, power, or privilege under this Agreement will operate as a waiver of such
right, power, or privilege, and no single or partial exercise of any such right,
power,  or privilege will preclude any other or further  exercise of such right,
power, or privilege or the exercise of any other right, power, or privilege.  To
the maximum  extent  permitted by applicable  law, (a) no claim or right arising
out of this Agreement can be discharged by one party,  in whole or in part, by a
waiver or  renunciation  of the claim or right  unless in writing  signed by the
other  party;  (b) no  waiver  that may be given by a party  will be  applicable
except in the specific  instance for which it is given;  and (c) no notice to or
demand on one party  will be  deemed  to be a waiver of any  obligation  of such
party or of the right of the party  giving such notice or demand to take further
action without notice or demand as provided in this Agreement.

9.6.     BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

This  Agreement  shall inure to the benefit of, and shall be binding  upon,  the
parties  hereto  and their  respective  successors,  assigns,  heirs,  and legal
representatives,   including  any  entity  with  which  Employer  may  merge  or
consolidate  or to  which  all  or  substantially  all  of  its  assets  may  be
transferred.  The duties and covenants of Executive under this Agreement,  being
personal, may not be delegated.

9.7.     NOTICES

All notices,  consents,  waivers,  and other communications under this Agreement
must be in writing and will be deemed to have been duly given when (a) delivered
by hand (with  written  confirmation  of receipt),  (b) sent by facsimile  (with
written  confirmation of receipt),  provided that a copy is mailed by registered
mail, return receipt requested,  or (c) when received by the addressee,  if sent
by a nationally  recognized overnight delivery service (receipt  requested),  in
each case to the appropriate addresses and facsimile numbers set forth below (or
to such other addresses and facsimile numbers as a party may designate by notice
to the other parties):

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<PAGE>

If to Employer:

         4440 Von Karman Ave., Suite 125
         Newport Beach, California 92660
         Attention: Chairman of the Board
         Tel: 949 200 4000
         Fax: 949 200 4005

If to Executive:

         4440 Von Karman Ave., Suite 125
         Newport Beach, California 92660
         Tel: 949 200 4000
         Fax: 949 200 4005

         With a copy to:

         William Peters, Esq.
         Shaw Pittman LLP
         2029 Century Park East, Ste. 2550
         Los Angeles, CA 90067
         Tel: 310-551-4500
         Fax: 310-551-4501

9.8. ENTIRE AGREEMENT; AMENDMENTS

This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings,
oral or written,  between the parties  hereto with respect to the subject matter
hereof.  This Agreement may not be amended  orally,  but only by an agreement in
writing signed by the parties hereto.
9.9. GOVERNING LAW

This Agreement  will be governed by the laws of the State of California  without
regard to conflicts of laws principles.

9.10. JURISDICTION

Any action or  proceeding  seeking to enforce any  provision of, or based on any
right  arising  out of,  this  Agreement  may be brought  against  either of the
parties in the courts of the State of California,  County of Los Angeles, or, if
it has or can acquire jurisdiction,  in the United States District Court for the
Central  District  of  California,  and  each  of the  parties  consents  to the
jurisdiction  of such courts (and of the  appropriate  appellate  courts) in any
such  action or  proceeding  and waives any  objection'  to venue laid  therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on either party anywhere in the world.

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<PAGE>


9.11.    SECTION HEADINGS, CONSTRUCTION

The headings of Sections in this Agreement are provided for convenience only and
will not affect its construction or interpretation.  All references to "Section"
or "Sections" refer to the  corresponding  Section or Sections of this Agreement
unless otherwise  specified.  All words used in this Agreement will be construed
to be of such gender or number as the  circumstances  require.  Unless otherwise
expressly  provided,  the word "including" does not limit the preceding words or
terms.

9.12.    SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement will remain in
full  force  and  effect.  Any  provision  of this  Agreement  held  invalid  or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

9.13.    COUNTERPARTS

This Agreement may be executed in one or more  counterparts,  each of which will
be deemed to be an original copy of this Agreement and all of which,  when taken
together, will be deemed to constitute one and the same agreement.

9.15     WAIVER OF JURY TRIAL

THE PARTIES  HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY  PROCEEDING  ARISING
OUT OF OR RELATING TO THIS  AGREEMENT OR ANY OF THE  CONTEMPLATED  TRANSACTIONS,
WHETHER NOW EXISTING OR  HEREAFTER  ARISING,  AND WHETHER  SOUNDING IN CONTRACT,
TORT OR  OTHERWISE.  THE PARTIES  AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS
PARAGRAPH  WITH ANY COURT AS WRITTEN  EVIDENCE  OF THE  KNOWING,  VOLUNTARY  AND
BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND
THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF
THE  CONTEMPLATED  TRANSACTIONS  SHALL  INSTEAD BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date above first written above.

Western International Pizza Corporation,                      EXECUTIVE
A Nevada corporation

By:  /s/ Dennis Vadura                                        /s/ Frank Wiebe
Name:  Dennis Vadura                                          Frank Wiebe
Title: Chief Executive Officer

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