PURCHASE  AGREEMENT

     THIS AGREEMENT is made this 9th day of October, 1998, between

Gordon Seeley and Mark Watson ("Seller") and Webquest

International, Inc., a Nevada corporation (hereinafter, "Buyer")

     WHEREAS, Seller has developed through its research and

development and is the owner of and possesses a certain on-line

computer game commonly known "SCAVENGERnet", identified with the

URL address of "www.scavengernet.com" (hereinafter, the "Game"),

and related software programs, trade names, trademarks, promotional

material, marketing strategies, customer base and intellectual

property hereinafter referred to as the "Property"); and

     WHEREAS, Buyer desires to purchase the Property and all rights

associated with the Property; and

     NOW, THEREFORE, in consideration of the mutual covenants,

agreements, representations and warranties in this agreement and

other consideration the adequacy and receipt of which is hereby

acknowledged, the Parties agree as follows:

     ARTICLE 1:   SALE OF PROPERTY

     1.1  Seller hereby sells, grants, transfers, and assigns to

Buyer, it's successors and assigns, all rights, title, and interest

in and to the property and all work and materials relating to the

Game including programming source code, system analysis pertaining

to all phases of the operation of the "Website" developed by

Seller, and the customer base and marketing strategy for the Game.

Specifically, the Property including the Property identified and

set forth EXHIBIT "A" attached hereto and incorporated herein by

reference.

     1.2 The rights and information transferred herein consisting

of all existing source codes, enhancements, upgrades,

documentation, flowcharts, design documents, and record and file

layouts, in


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any medium, relating to the Software and any all right, title, and

interest therein, proprietary and otherwise, and includes without

limitation, the copyright, trade secret right, patent tight, and

rights to publish, reproduce, transmit, adapt, prepare derivative

works, sell, or otherwise make use of the Software throughout the

world in any form or medium and in my language, and to license or

otherwise transfer to others the rights commensurate therewith.

This transfer is exclusive to Buyer and Seller shall not retain any

copies of the Software in any form without the express, written

consent of Buyer.

     ARTICLE 2:   CONSIDERATION

     2.1 Buyer shall pay to Seller upon receipt of the Property the

sum of Ten Thousand Dollars and Ten Thousand Shares of Buyer's

common stock. The cash shall be payable Five Thousand Dollars

($5,000) upon delivery of the Property to Buyer and Five Thousand

Dollars ($5.000) within ninety (90) days of the date hereof. The

cash payable hereunder shall be paid fifty percent (50%) to Gordon

Seeley and fifty percent (50%) to Mark Watson.

     2.2 Immediately upon execution of this Agreement Seller shall

deliver the Property to Buyer in a manner and on a medium

acceptable to Buyer.


     ARTICLE 3:   STOCK TRANSFERRED BY BUYER

     3.1 Buyer agrees to transfer to seller upon delivery of the

Property to Buyer the shares of the common stock of Buyer to be

issued hereunder in the amount of five thousand (5,000) shares to

Gordon Seeley and five thousand (5,000) shares to Mark Watson.

     3.2 The transfer of Buyer's shares shall be effected  by the

delivery to Seller of certificates representing the transferred

shares, duly issued by Buyer and entered into the corporate

records.

     3.3 Seller acknowledges, and irrespective of any other term or

provision herein, that the Buyer stock exchanged hereunder

presently is or may in the future be restricted stock subject to

Securities and Exchange Commission "Rule 144". No warranties or

representations by Buyer are made nor shall be


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implied herein that such restrictions will be removed except by

compliance with the applicable requirements of Rule 144 or the

Securities Act of 1933

     ARTICLE 4:   REPRESENTATIONS AND WARRANTIES OF SELLER. Seller

hereby represents and warrants to Buyer as follows, which

representations and warranties shall be deemed made by Seller upon

transfer of title to the Property:

     4.1 Seller has an unrestricted exclusive right to use, execute

and reproduce the original Property enhancements and upgrades

thereof, and to sell and distribute the Property without obligation

or restriction of any kind and that there is no other ownership or

proprietary interest in the Property other than those transferred

hereunder.

     4.2 Seller is the sole and exclusive owner of and has good and

marketable title to the Property and is duly authorized and empowered

to sell all rights to the Property without the consent of any other 

person or entity; and there are no debts, liens, encumbrances, or 

obligations against the Property and Seller has paid all taxes, charges, 

debts, and other Assessments as may be attributed thereto and that all 

debts and obligations relating thereto are and will remain fully 

satisfied through transfer of title. The Property is not subject to any

permits, licenses, or grants of use or any right whatsoever and

Seller has not sold or granted any interest, whether in total or in

any portion of the Property to any person or entity and the use of

the Property does not conflict or infringe in any way with the

trade-marks, trade-names, copyright, or other proprietary rights,

nondisclosure or other rights or interest of any other person or

entity.

     4.3 The Property and its use by Seller and its customers has

been and presently is in compliance with all applicable laws, rules

and regulations.


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     4.4 Seller agrees, on behalf of itself, its affiliated

companies, officers, directors, consultants or employees,

successors and assigns, not to develop a Property competitive to

the Property, either for itself or any third party, except and

unless for the benefit of the Buyer or its successors or assigns.

     4.5 Seller is not aware of any claims that have been, or

potentially could be, made pursuant to indemnification provisions

of Seller herein as of date of this Agreement.

     4.6 Seller has full authority to enter into  this Agreement

and to carry out Seller's obligation hereunder, and that this

Agreement constitutes a valid and binding obligation of Seller and

performance hereunder will not violate any Articles of

Incorporation, Bylaws, or other agreements or commitments of

Seller,

     ARTICLE 5:   INDEMNITY

     6.1 In addition to any other obligation of indemnity as may be

set forth herein, Seller agrees to indemnify, defend and shall hold

harmless Buyer, its corporate affiliates, officers, directors,

assigns and any employee or agent thereof against all liabilities,

claims, damages, penalties, assessments, costs and attorney's fees

arising from the breach by Seller of any provision of this

Agreement and the conveyance to or use by Buyer of the Property,

including without limitation, the violation of any third party's

trade secrets, proprietary information, trademark, copyright or

patent rights in connection with the Property. Seller may, at its

option, conduct the defense of any such claim or action arising as

described herein and Buyer shall fully cooperate with such defense.

     6.2 If a third party claim causes Buyer's quiet enjoyment and

use of the property to be endangered or disrupted, Seller shall use

best efforts to either: (1) replace the Property, without

additional charge, by a compatible, functionally equivalent and

non-infringing Property; (2) modify the Property to avoid thc

infringement; (3) obtain a license or purchase such rights as

necessary for Buyer to continue use of the Property and pay for any

additional fee related therefore; or (4) if none of the  foregoing


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alternatives are possible even after Seller's best efforts, Seller

shall return all consideration received hereunder and Buyer shall

be allowed to pursue other damages as appropriate.

     6.3 Buyer agrees to indemnify, defend and shall hold 

harmless Seller against all liabilities, claims, damages, penalties,

assessments, costs and attorney's fees arising from the use of the 

Property by Buyer subsequent to the delivery to and acceptance by 

Buyer of the Property, including without limitation, the violation 

of my third party's trade secrets, proprietary information, 

trademark, copyright, or patent rights in connection with the 

Property caused or created by Buyer, but excluding any such claim 

arising out of Seller's indemnity obligations herein.

     6.4 Upon obtaining knowledge thereof, the indemnifying  party

shall promptly notify the indemnified party of any claim which has

given or could give rise to a right of indemnification under this

Agreement. If the right of indemnification relates to a claim

asserted by a third party against Buyer for infringement of any

proprietary interest arising from Seller's use or creation of the

Property prior to delivery of possession thereof to Buyer, Seller

shall have the right to employ counsel, at Seller's expense,

acceptable to Buyer to cooperate in the defense of any such claim.

If Seller does not elect to defend any such infringement claim,

Buyer shall have no obligation to do so and no action or inaction

by Buyer shall be deemed or constitute a waiver of any right or

remedy of Buyer, whether in law or in equity. To the extent Buyer

elects to defend such infringement action after Seller's failure to

do so, Seller shall reimburse Buyer for all costs and attorneys

fees incurred by Buyer and for any sums paid by virtue of any

settlement or satisfaction of judgment,



     ARTICLE 7:    NON-COMPETITION

     Seller, as additional material consideration hereunder, agrees

that, for a period of ten (10) years from the date of this

Agreement, they will not directly or indirectly develop a product

or computer game similar to the Property and Seller will not

participate as a shareholder, partner, employee, consultant,


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or otherwise in any enterprise engaging in activities that would

violate this provision if engaged in by Seller directly. This

covenant shall be applicable to the entire United States of America

and the World on the basis that the Property is distributed and

placed on the "World Wide Web" and that Buyer intends to continue

such use of the Property and to sell the Property and related

products nationally and to the World. The parties, and Specifically

Seller, acknowledges and agrees that the scope of this covenant is

reasonable given the special relationship of the parties and the

nature of the Internet and sale of products thereon. Seller further

acknowledges and confirms that this covenant is a material

inducement to Buyer to enter into this Agreement, is considered

material to Buyer, and is required By Buyer for the purpose of

preserving the business and goodwill of Buyer. The parties agree

that the statement of reasonableness and enforceability of this

provision shall be conclusively binding on any legal tribunal for

all purposes.

     ARTICLE 8:   GENERAL PROVISIONS

     8.1 Notice. Notices to or for the respective parties shall be

given in writing and delivered in person or mailed by certified or

registered mail, addressed to the respective party at the address

as set out below, or at such other address as either party may

elect to provide in advance in writing, to the other party:

Buyer:                              Seller:

WebQuest International, Inc.        Gordon Seeley
Kirk Johnson, Vice President        Mark Watson
1662 Highway 395                    12760 SW Remundo Lane
Minden, NV 89423                    Beaverton, IR 97008
                                    



     8.2 Further Assurances. At any time, and from time to time,

each party, will execute such additional instruments and take such

action as may be reasonably requested by the other party to confirm

or perfect title to any property transfers hereunder or otherwise

to carry out the intent and purposes of this Agreement.


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     8.3 Waiver. Any failure on the part of either party hereto to

comply with any of their obligations, agreements, or conditions

hereunder may be waived in writing by the party to whom such

compliance is owed.

     8.4 Brokers. Each of the parties represents to the other

parties that no broker or finder has acted for them in connection

with this Agreement and agrees to indemnify and hold harmless the

other parties against any fee, loss, or expense arising out of

claims by brokers or finders employed or alleged to have been

employed by such party.

     8.5 Governing Law. This Plan shall be construed and governed by

the laws of the State of Nevada and jurisdiction shall vest

exclusively in the Ninth Judicial District Court, located in

Minden, Douglas County, Nevada. The parties acknowledge and agree

that this Agreement is executed and to be wholly performed in

Douglas County, State of Nevada.

     8.6 Assignment. This Agreement and all of the terms and

conditions hereof shall inure to the benefit of, and be binding

upon, the parties hereto and their heirs, executors,

administrators, successors, and assigns; provided, however, that

assignment by either party of it's rights under this Agreement

without the written consent of the other party shall be null and

void.

     8.7 Entire Agreement. This Agreement supersedes any and all

other agreements, either oral or in writing between the parties

hereto and contains all of the covenants and agreements between the

parties with respect to this matter. Each party to this Agreement

acknowledges that no representations, inducements, promises, or

agreements, orally or otherwise, have been made by any party, or

anyone acting on behalf of any party, which are not embodied

herein, and that no other agreement, statement or promise not

contained in this Agreement shall be binding. Any modification of

this Agreement will be effective only if it is in writing, signed

by the party to be charged specifically referencing this Agreement.


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     8.8 Interpretation. Whenever possible, each provision of this

Agreement shall be interpreted in such manner as to be valid and

effective under applicable law, such provision shall be ineffective

to the extent of such prohibition or invalidity without

invalidating the remainder of such provision or the remaining

provisions of this Agreement. The parties acknowledge and agree that 

this Agreement was a product of mutual negotiation between the parties

and no provision or term herein shall be in any manner construed

against either party as the drafter hereof, and that this provision

shall be conclusively binding on any legal tribunal for all

purposes.

     8.9 Counterparts, Telefacsimile. This Agreement may be

executed in counterparts, and each counterpart or set thereof shall

be deemed to be a duplicate original, Executed copies of this

Agreement may be delivered by telefacsimile, and delivery of

executed telefacsimile copies to the parties and their counsel

shall be deemed to be a delivery of a duplicate original and

sufficient delivery to result in entry to this Agreement by the

transmitting party; provided, however, that within ten (10) days

thereafter, a signed duplicate original shall he forwarded to the

party to whom a telefacsimile copy was forwarded. IN WITNESS

WHEROF, the parties have executed this Agreement the day and year

first above written.



BUYER:                               SELLER: 
WebQuest International, Inc.         Gordon Seeley
BY: KIRK JOHNSON                     Mark Watson
Vice President



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EXHIBIT A

Once the contract has been signed by both parties, Mark Watson and
Gordon Seeley will mail a complete volume of information and
property in both print and electronic form to WebQuest. The
material to be turned over upon the sale shall include the
following:

1) All rights end privileges associated with the name SCAVENGERnet.

2) Transfer of ownership of the domain http://www.scavengernet.com.

3) Full rights to the name and likeness of "Cassie Clue"
  (SCAVENGERnet's Mascot)

4) The web site and all associated graphic design work to date
presented in both print and on diskette.

5) All passwords, email addresses, contact information and
documentation for the current hosting company on which the
Scavengernet website presides.

6) The complete member email list in both print and on diskette.

7) All demographic data and feedback collected via online surveys
to date in both print and on diskette.

g) All past hunt clues and results in both print and on diskette.

9) All contact information of companies having expressed interest
in sponsoring future hunts, as well as those companies previously
approached regarding sponsorship opportunities.

10) A full report outlining all future hunt and promotional ideas.



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