EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

THIS  AGREEMENT,  made and entered into this 17th day of January 2000, is by and
between  Carol E. Loomis  (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 Employee Policy Manuals.

     1.02  DUTIES.  Employee  shall serve as Vice  President of  Development,  a
Director and Officer of the Company. Employee shall develop, fund, and implement
an aggressive growth plan for the Company,  including an Internet  strategy,  as
appropriate funding is available.  The Company is in the process of implementing
a strategy to become an OTC publicly  traded  company by a reverse merger with a
publicly traded company (the "Merger").  The strategy includes a funding plan to
capitalize the Company with a net of Seven Million Five Hundred Thousand Dollars
($7,500,000.00).  This is based on there being Nine Million  shares  (9,000,000)
issued and  outstanding.  Employee will have Seven Hundred Fifty Thousand shares
(750,000) and Barbara  Morris will have Two Million Two Hundred  Fifty  Thousand
shares  (2,250,000)  initially in the Company  following  the Merger  (3,000,000
shares equals the  conversion of the original  owners,  Barbara Morris and Carol
Loomis  (the  "Founders")  so that they have 33% of the issued  and  outstanding
shares of capital  stock of the Company  (the  "Anti-Dilution  Percentage")  but
excludes shares exchanged for debt). In the event shares are issued to acquire a
business  or its  assets,  the  Company  shall  be free to  issue  stock in such
acquisition  without regard to Founders'  percentage  ownership  interest in the
Company;  provided,  however, that the percentage interest of capital stock held
by the Founders'  immediately following such acquisition shall thereafter be the
new  Anti-Dilution  Percentage  and future  issuance of stock  shall  thereafter
continue  to be  subject  to  this  paragraph  1.02  at  the  new  Anti-Dilution
Percentage.

<PAGE>


ARTICLE 2.00 - TERM AND TERMINATION

     2.01 TERM. The Company agrees to employ the Employee  commencing on January
1, 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.  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.  Any  decision  to  terminate  this
Agreement by the Company shall not be voted upon by the Employee in any capacity
whatsoever.  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 (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.

ARTICLE 3.00 - COMPENSATION

     3.01  SALARY.  The  Company  covenants  and  agrees  to  pay  Employee,  as
consideration  for her  services,  a salary of One Hundred  Twenty Five Thousand
Dollars  ($125,000.00) 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 Two Hundred  Fifty
Thousand  (250,000) shares of common stock of the Company,  post reverse merger.
Said options shall be vested and exercised on the following schedule and terms:

     A.   50,000  options  vest upon  closing of the reverse  merger into an OTC
          publicly  trading  company.  The Exercise  Price for these  options is
          $4.00 per share.

     B.   50,000  options  vest on the  one-year  anniversary  of the vesting of
          options in (A) above.  The Exercise  Price for these  options is $5.00
          per share.

     C.   50,000  options  vest on the  two-year  anniversary  of the vesting of
          options in (A) above.  The Exercise  Price for these  options is $6.00
          per share.

     D.   50,000  options vest on the  three-year  anniversary of the vesting of
          options in (A) above.  The Exercise  Price for these  options is $8.00
          per share.

     E.   50,000  options vest on the  four-year  anniversary  of the vesting of
          options in (A) above.  The Exercise  Price for these options if $10.00
          per share.

     All  options  shall vest upon  achievement  of revenue in a fiscal  year of
     $18,000,000, as verified and confirmed by financial reporting. The exercise
     price of all options vested early due to the  achievement of $18,000,000 in
     revenue shall have an adjusted  exercise  price equal to the exercise price
     for the anniversary  year in which the milestone was reached.  For example,
     if the options scheduled to vest in (D) were to vest early in the same year
     as C then all C and D options would have the $6.00 exercise price.

<PAGE>


     3.03 BONUSES.  For the purpose of causing the  Employee's  compensation  to
equal the  reasonable  value of her  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 four week  vacation  during which time  Employee's  salary
shall be paid in full.

     3.05 CHANGE OF CONTROL.  In the event that the  Founders  cease to "control
the Company" and Employee's employment is terminated as a result of said loss of
control,

     A.   All unvested  options shall vest immediately at the exercise price for
          the year the Employee's employment is terminated

     B.   Employee  shall  receive a salary of One Hundred  Twenty Five Thousand
          Dollars  ($125,000.00)  per year for two  years  and  continue  on the
          Company's  insurance plan (as defined in the Company  Employee  Policy
          Manuals) for two years, paid in full by the Company.

Founders  ceasing to "control the  Company" is defined as a subsequent  material
change in Employees 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 Employee  following a change of control
shall  constitute  a  termination  due to loss of control  for  purposes of this
section.  Employee  shall  be  willing  to  provide  up to  six  (6)  months  of
cooperative  transition  support,  in the event of termination  due to a loss of
control.  The  Employee  will be paid at her  salary  rate  for the  cooperative
transition  support and the salary paid for this cooperative  transition support
time will be in addition to the salary stated in 3.05 B.

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, she shall:

     A.   Faithfully  and to the best of her ability and skill serve the Company
          and perform her 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.

<PAGE>


ARTICLE 5.00 - COVENANTS

     5.01 COVENANT NOT TO COMPETE.  Employee does hereby  covenant and represent
that for the  period of time  Employee  is  employed  with the  Company  and its
affiliated  corporations  and for a period of two (2) years  commencing upon the
termination   of  Employee's   employment   with  Company  and  its   affiliated
corporations  and within the borders of the United  States of America,  she will
not,  directly or  indirectly,  on her own account or in any  capacity for or on
behalf of any other firm,  partnership,  corporation  or other entity,  conduct,
engage in, be connected with, have an interest in or aid or assist in conducting
or  operating a business  which is  competitive  to the  business  conducted  by
Company or its affiliated corporations during Employee's employment with Company
and its affiliated corporations. The parties hereto stipulate and agree that the
area and time period set forth above are necessary and reasonable, and that this
covenant  shall not terminate  upon  termination  of this  Agreement,  but shall
continue in full force and effect during the period of time Employee is employed
with the Company  and its  affiliated  corporations  and for a period of two (2)
years after such employment is terminated. Employee recognizes that her services
are special, unique and extraordinary,  and that in the event of a violation the
Company could not be adequately  compensated  with legal remedies.  Accordingly,
Employee  agrees that this covenant may be enforced by specific  performance  or
any available legal or equitable remedy, including, but not limited to temporary
restraining order 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 and
vice versa.  The remedies  hereunder  shall not be exclusive of each other,  but
shall be cumulative.

     5.02 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 period time the  Employee is  employed  with the Company and its  affiliated
corporations relating to the 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  she  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 her
own  proprietary  information  which  she  does  not  wish  to be  disseminated,
published or disclosed.

<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) she used no less than the same
     degree of care in  safeguarding  such  information  as she uses for her own
     information of like importance,  and (b) upon discovery of such inadvertent
     disclosure or use of such information she 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 her employ,  unless she
     fails to safeguard such  information  with not less than the same degree of
     care as she 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.

<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  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.

     6.05 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.

     6.06  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.

     6.07  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.

<PAGE>


     6.08 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/ Carol E. Loomis
------------------------------------------
Carol E. Loomis

<PAGE>


                                    AMENDMENT

     This  Agreement  (the  "Amendment")  is made and entered  into on April 14,
2000, by and among Carol E. Loomis and Wasatch Interactive Learning Corporation,
a Washington corporation (the "Company").

                                   WITNESSETH

     WHEREAS,  Carol E. Loomis and Wasatch Interactive Learning  Corporation,  a
Utah  Corporation  ("WILC-Utah")  entered  into  an  Employment  Agreement  (the
"Agreement")  dated  January  17,  2000,  pursuant  to which Carol E. Loomis was
employed as Vice-President of Development, a Director and Officer of WILC-Utah.

     WHEREAS, as a result of the statutory merger with WILC-Utah, on February 4,
2000, the Company assumed the Agreement by operation of law.

     WHEREAS,  the  parties  to this  Amendment  desire to amend  the  Agreement
conditioned upon the terms set forth herein.

     NOW, THEREFORE, in consideration of the premises and the material covenants
and agreements hereinafter set forth, the parties agree as follows:

     1. Section 1.02 of the  Agreement is amended to  incorporate  the following
sentence:  "In the event the  Company  shall issue in excess of nine (9) million
shares  at the time of the  completion  of the net  $7,500,000  of  funding  the
Founders  shall be issued  such  number of  additional  shares,  at no cost,  to
maintain their Anti-Dilution Percentage and such additional cash to pay taxes on
the extra shares issued."

     2. Other than as provided herein,  the Agreement  remains in full force and
effect.

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

                                           WASATCH INTERACTIVE
                                           LEARNING CORPORATION

                                           By:  /s/ Barbara J. Morris
                                                --------------------------------
                                                    Barbara J. Morris, President


                                           By:  /s/ Carol E. Loomis
                                                --------------------------------
                                                    Carol E. Loomis