Exhibit 10.3

                              EMPLOYMENT AGREEMENT

THIS  AGREEMENT,  made and entered into this 8th day of February 2000, is by and
between  Todd  Brashear  (hereinafter  referred  to as  "Employee")  and Wasatch
Interactive Learning, a Utah Corporation (hereinafter referred to a "Company").

                                   WITNESSETH

WHEREAS, the Company desires to employ the Employee; and

WHEREAS, the Employee desires to accept such employment with the Company; and

WHEREAS,  the  Employee  and the Company  desire to set forth  their  employment
relationship in a written agreement.

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

ARTICLE 1.00 - EMPLOYMENT

     1.01 EMPLOYMENT.  The Company hereby offers to employ the Employee upon the
terms and conditions  hereinafter set forth and the Employee  accepts such offer
and  agrees  to abide by the  terms  and  conditions  hereof,  and the terms and
conditions  of the  Company's  and  its  affiliated  corporations'  Articles  of
Incorporation, Bylaws and Employment Policy Manuals.

     1.02  DUTIES.  Employee  shall  serve as  Chief  Financial  Officer  of the
Company.  Employee  shall  manage all  financial  affairs and  reporting  of the
Company.  Employee  responsibilities  shall  include,  but  not be  limited  to,
accurate  monthly  financial  statements,  implementing  and  managing  all  SEC
reporting,  annual reports and public and investor  relations,  written and oral
reports to Board of Directors, lending institutions, news releases, etc., create
and implement  strategic planning and budgeting systems,  assess  organizational
needs and implement effective administrative  procedures, and play a key role in
acquisitions.

ARTICLE 2.00 - TERM AND TERMINATION

     2.01 TERM. The Company agrees to employ the Employee commencing on February
14, 2000. Such employment shall continue until terminated per this Agreement.

     2.02  TERMINATION.  The Company  may, by giving zero (0) days notice to the
Employee,  terminate this Agreement with cause, defined as written notice of any
deficiencies and an opportunity to cure said deficiencies to the satisfaction of
the  Company.   Notwithstanding   the  above,  this  Agreement  shall  terminate
immediately  upon the death of the Employee,  and shall  terminate upon ten (10)
days notice by the Company if,  because of illness or injury,  Employee  becomes
unable to perform services  required  pursuant to this Agreement with or without
reasonable  accommodation as required under the Americans with  Disabilities Act
of 1990. In no event shall  termination  of this  Agreement  relieve the parties
hereto  of any  rights or  obligations  that  survive  the  termination  of this
Agreement as set forth  herein.  The Company may, by giving ten

<PAGE>


(10) days notice to the employee,  terminate this agreement  without cause.  The
Employee  may, by giving ten (10) days  notice to the  Company,  terminate  this
agreement.

                                                                 Initials_______

<PAGE>


ARTICLE 3.00 - COMPENSATION

     3.01  SALARY.  The  Company  covenants  and  agrees  to  pay  Employee,  as
consideration  for his  services,  a salary of One Hundred Ten Thousand  Dollars
($110,000.00) per year,  payable in equal bimonthly  installments,  less payroll
deductions  for  income  tax,  FICA,  withholding  and any other  deductions  as
authorized by the Employee.  For the purpose of causing Employee's  compensation
to equal the  reasonable  value of his services to the Company,  the Company may
increase the  Employee's  salary in any amount  determined by the Company in its
sole discretion.

     3.02  OPTIONS.  Employee  is granted  options to  purchase  Fifty  Thousand
(50,000) shares of common stock of the Company. Said options shall be vested and
exercised on the following schedule and terms:

     A.   16,667  options vest on the  one-year  anniversary  of the  Employee's
          employment  with the Company.  The Exercise Price for these options is
          $5.00 per share.

     B.   16,666  options vest on the  two-year  anniversary  of the  Employee's
          employment  with the Company.  The Exercise Price for these options is
          $6.00 per share.

     C.   16,667  options vest on the  three-year  anniversary of the Employee's
          employment  with the Company.  The Exercise Price for these options is
          $8.00 per share.

     3.03 BONUSES.  For the purpose of causing the  Employee's  compensation  to
equal the  reasonable  value of his  services  to the Company and to reflect any
outstanding  contribution to the Company's revenue by Employee,  the Company may
pay Employee,  in addition to the salary for services  described in Section 3.01
above, a bonus in any amount  determined by the Company in its sole  discretion.
The Bonus, if any, less payroll deductions for income taxes,  FICA,  withholding
and any  other  deductions  authorized  by the  Employee,  shall  be paid by the
Company  to the  Employee  at such  time or  times  as the  Company  in its sole
discretion determines.

     3.04  VACATION.  During the term of this  Agreement,  the Employee shall be
entitled to an annual vacation during which time Employee's salary shall be paid
in full.  Employee shall be entitled to three weeks annual  vacation  during the
first two years of employment  and four weeks annual  vacation on the third year
and subsequent years of employment.

     3.05 CHANGE OF CONTROL.  In the event that the Founders ("Barbara Morris or
Carol Loomis") cease to "control the Company" and their employment is terminated
as a result of said loss of control,  all unvested options of the Employee shall
vest  immediately at the exercise price for the year the Founders  employment is
terminated

Founders  ceasing to "control the  Company" is defined as a subsequent  material
change in Founders duties,  which are materially  adverse to the Founders or the
Company is acquired, merged, consolidated or otherwise adversely changed against
the Founders wishes.  Resignation by the Founders  following a change of control
shall  constitute  a  termination  due to loss of control  for  purposes of this
section.

                                                                 Initials_______

<PAGE>


ARTICLE 4.00 - SPECIFIC OBLIGATIONS OF THE PARTIES

     4.01 COMPANY'S OBLIGATIONS. The Company shall provide the employee with and
pay Employee's expenses for the following:

     A.   Such  equipment,  materials and supplies as the Employee  requires for
          the performance of her services.

     B.   Costs, including tuition,  meals, lodging, and transportation incurred
          by the Employee as stated in the Company's  Travel and Expense Policy;
          and

     C.   Suitable offices for the performance of Employee's services.

     4.02  EMPLOYEE'S  OBLIGATIONS.  The Employee agrees that during the term of
this Agreement, he shall:

     A.   Faithfully  and to the best of his ability and skill serve the Company
          and perform his duties pursuant to this Agreement;

     B.   Maintain records in the manner established by the Company; and

     C.   Keep current all records, reports, insurance records and clerical work
          required by Company.

ARTICLE 5.00 - COVENANTS

     5.01 COVENANT FOR PROTECTION OF PROPRIETARY INFORMAITON. The parties hereto
recognize  that the Company and its  affiliated  corporations  and  Employee are
desirous of exchanging  information during the term of this Agreement and during
the time period the  Employee is  employed  with the Company and its  affiliated
corporations relating to the financial planning,  strategic plans,  investments,
research,  development,  and  marketing of  technology  for  application  in the
general  field of  education  and that  during the above  periods  of time,  the
Company and its  affiliated  corporations  may disclose to the Employee  certain
information  pursuant to this  Agreement  which the  Company and its  affiliated
corporations deem proprietary.

     In order to protect said information,  the parties hereto agree that during
the  period  of  Employee's  employment  with  the  Company  and its  affiliated
corporations, and for a period of two (2) years from the termination date of any
employment with the Company and its affiliated  corporations  employee shall not
disclose  information  he  receives  or has  received  from the  Company  or its
affiliated  corporations,  including,  but not  limited  to  information  marked
PROPRIETARY or CONFIDENTIAL  or STRICTLY  PRIVATE or INTERNAL DATA, to any other
person,  firm or corporation,  or use no less stringent  degree of care to avoid
disclosure or use of such  information than Employee employs with respect to his
own proprietary information which he does not wish to be disseminated, published
or disclosed.

                                                                 Initials_______

<PAGE>


     The parties hereto agree that information  shall not be deemed  proprietary
and  Employee  shall have no  obligation  with  respect to any such  information
which:

     A.   Is already known to Employee through lawful channels of communication;

     B.   Is or becomes publicly known through no wrongful act of Employee;

     C.   Is rightfully  received from a third party without similar restriction
          and without breach of this Agreement;

     D.   Is  independently   developed  by  Employee  without  breach  of  this
          agreement or of Employee's duties of loyalty to the Company;

     E.   Is  furnished  to  a  third  party  by  Company  and  its   affiliated
          corporations  without  a  similar  restriction  on the  third  party's
          rights; or

     F.   Is  approved  for release by written  authorization  of Company or its
          affiliated  corporations.  Either  party may,  without  breach of this
          Agreement,  disclose  proprietary  information  to the  government  by
          reason  of a  governmental  requirement  or to a court  by  reason  of
          operation of law.

     Employee  shall  not  liable  for  (1)  inadvertent  disclosure  or  use of
     proprietary  information  provided  that (a) he used no less  than the same
     degree  of care in  safeguarding  such  information  as he uses for his own
     information of like importance,  and (b) upon discovery of such inadvertent
     disclosure or use of such  information he endeavored to prevent any further
     inadvertent  disclosure  or use, or (2)  unauthorized  disclosure or use of
     information  by persons who are or who have been in his  employ,  unless he
     fails to safeguard such  information  with not less than the same degree of
     care as he uses for her own proprietary information of like importance.

     In the event  proprietary  information  should be lost, stolen or otherwise
compromised, the party formerly in possession of that information shall promptly
notify  the  Company by phone,  and follow up with a detailed  report in writing
within ten (10) days.  A  coordinated  effort shall then be made to recover such
information.

     All  copies of  written  data  delivered  by the  Company  to the  Employee
pursuant to this Section  shall be and remain the  property of the Company,  and
all such written data, and any copies thereof, shall be promptly returned to the
Company upon written request, or destroyed at the Company's option.

     Nothing  contained  in this  Section  shall be  construed  as  granting  or
conferring  to Employee any rights by license or otherwise,  expressly,  implied
by, or otherwise for any invention, discovery or improvement made, conceived, or
acquired at any time.

     Employee and Company agree that the period set further herein is reasonable
and  further  that  the  period  set  forth  herein  does not  terminate  at the
termination  of this  Agreement,  but shall  continue  throughout any additional
period of employment,  and or a two- (2) year period  thereafter.  This covenant
may be enforced by specific  performance  or any  available  legal or  equitable
remedy,   including,  but  not  limited  to,  temporary  restraining  orders  or
preliminary  and  permanent  injunctions,  and the  Company  and its  affiliated
corporations  shall be entitled  to recover  from  Employee  all court costs and
reasonable  attorney's  fees incurred in enforcing this  covenant.  The remedies
hereunder shall not be exclusive of each other, but shall be cumulative.

                                                                 Initials_______

<PAGE>


     5.03 DEFINITION OF AFFILIATION. Affiliation, as used in this Article, shall
mean any proprietary,  employment or fiduciary relationship of the Employee with
the Company and its affiliated corporations,  including, but not limited to, the
position of Employee as director, officer, employee or consultant of the Company
or its affiliated corporations.

ARTICLE 6.00 - GENERAL MATTER

     6.01 UTAH LAW. This Agreement shall be governed by the laws of the State of
Utah and shall be construed in accordance therewith.

     6.02 NO WAIVER.  No provision of this  Agreement may be waived except by an
agreement in writing signed by the waiving party.

     6.03  BINDING  EFFECT.  This  Agreement  shall be binding upon the parties,
their heirs,  executors,  administrators,  successors or assignees.  The parties
agree to do any and all  things  necessary  to  effectuate  the  purpose of this
Agreement.

     6.04 ARBITRATION.  Any controversy or claim arising out of, or relating to,
this Agreement,  or the breach  thereof,  shall be settled in Utah in accordance
with the Commercial  Arbitration Rules of the American Arbitration  Association,
and judgment upon the award rendered by the  arbitrator(s) may be entered in any
court having jurisdiction thereof.

     6.05  CONSTRUCTION.  Throughout this Agreement,  the singular shall include
the plural; the plural shall include the singular;  and the masculine and neuter
shall include the feminine, wherever the context so requires.

     6.06 TEXT TO CONTROL.  The  headings of articles  and sections are included
solely for convenience of reference. If any conflict between any heading and the
text of this agreement exists, the text shall control.

     6.07  SEVERABILITY.  If any provision of this  agreement is declared by any
court of competent  jurisdiction  to be invalid for any reason,  such invalidity
shall not affect the  remaining  provisions.  On the  contrary,  such  remaining
provisions shall be fully  severable,  and this Agreement shall be construed and
enforced  as if  such  invalid  provisions  never  had  been  inserted  in  this
Agreement.

     6.08  AMENDMENT.  This Agreement may be amended,  altered or revoked at any
time,  in whole or in part, by filing with this  Agreement a written  instrument
setting forth such charges, signed by the Company and the Employee.

                                                                 Initials_______

<PAGE>


     6.09 NOTICES.  All notices  required to be given by this Agreement shall be
made in writing either by:

     A.   Personal delivery to the party requiring notice and securing a written
          receipt, or

     B.   Mailing  notice in the U.S.  mails to the last  known  address  of the
          party  requiring  notice,  which  shall  be the  address  shown on the
          records of the Corporation for the Employee, by certified mail, return
          receipt requested.

         The  effective  date of the  notice  shall be the  date of the  written
         receipt  received  upon  delivery in Paragraph A above or four (4) days
         after the date the notice was  delivered to the U. S. mail as posted on
         the receipt in paragraph B above.

     The parties  hereby execute this  Employment  Agreement on the day and year
first written above.



                                       WASATCH INTERACTIVE LEARNING CORPORATION

                                       /s/ Barbara Morris
                                       -----------------------------------------
                                       Barbara Morris, President





EMPLOYEE:


/s/ Todd Brashear
------------------------------------------
             Todd Brashear