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                                    EXHIBIT 10.3

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is effective January 01, 2002, between Coinless Systems,
Inc., a Nevada Corporation, located at 3720 West Oquendo Road, Suite 101, Las
Vegas, NV 89118 hereinafter referred to as "CORPORATION", and John W. Stoll, the
employee hereinafter referred to as "EMPLOYEE". The purpose of this Agreement is
to define the terms on which CORPORATION employs EMPLOYEE.

         1. EMPLOYMENT. CORPORATION hereby employs EMPLOYEE and EMPLOYEE hereby
accepts such employment on the terms and conditions herein contained.

         2. TERM. The term of the agreement shall be from date hereof until
December 31, 2004. This Agreement shall be renewed upon expiration on such
reasonable terms as negotiated between CORPORATION and EMPLOYEE.

         3. COMPENSATION. EMPLOYEE shall be paid an annual base salary of
$100,000, payable in bimonthly installments in accordance with CORPORATIONS
standard payroll structure, subject however, to modification as agreed by
CORPORATION and EMPLOYEE. The annual base salary is subject to annual review at
the end of each calendar year.

         Further EMPLOYEE shall be entitled to additional compensation for sales
and marketing responsibilities on behalf of CORPORATIONS business ventures
outside of the Gaming Industry. Such compensation shall be negotiated between
CORPORATION and EMPLOYEE outside of this Agreement as they occur.

         In addition to the foregoing, as additional compensation CORPORATION
shall issue EMPLOYEE one hundred thousand (100,000) shares of CORPORATION'S
R-144 restricted stock at a price of $.00 per share, per year. In addition, in
lieu of a commission plan, Company will make available one hundred thousand
(100,000) shares of R-144 Restricted stock with a strike price of $.19 per
share. The Employee must exercise his option on the second one hundred thousand
(100,000) shares within 30 (thirty) months after he qualifies. All shares will
be issued beginning on the anniversary date of the first year of employment and
continue on annually for the duration of this contract.

         4. DUTIES. EMPLOYEE is employed in the capacity of Vice President of
Sales & Marketing. In this capacity EMPLOYEE'S duties and responsibilities on
behalf of the CORPORATION shall be to advise, consult, and coordinate all sales
and marketing matters in the Gaming Market and any other ventures CORPORATION
enters into.

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         5. REIMBURSEMENT FOR EXPENSES. CORPORATION shall reimburse EMPLOYEE for
all travel expenses. EMPLOYEE shall submit receipts to CORPORATION for
reimbursement.

         6. VACATION. EMPLOYEE shall be entitled each year to four (4) weeks
vacation during which time his salary shall be paid in full. EMPLOYEE shall take
his vacation at such time or times as shall be approved by CORPORATION. EMPLOYEE
shall be expected to use all vacation time in the year it is earned, EMPLOYEE
shall not be able to accrue any vacation time in any year until the vacation
time for the prior year has been fully used.

         7. LEAVES OF ABSENCE. Leaves of absence with full payment of salary may
be granted to EMPLOYEE for attendance at conventions, education seminars, or
other business activities approved by the CORPORATION.

         8. DISABILITY. EMPLOYEE shall be entitled to disability benefits
pursuant to the terms of the CORPORATION'S disability benefits plan, if any.

         9. FRINGE BENEFITS. CORPORATION shall provide a company owned vehicle
and a gasoline credit card for fuel expenses to EMPLOYEE. CORPORATION may, from
time to time grant to EMPLOYEE such fringe benefits as CORPORATION may determine
in its sole discretion. Notwithstanding anything herein contained, CORPORATION
may discontinue, modify or alter any of said fringe benefits, at any time, due
to economic, tax or other reasons, as determined in the sole discretion of the
CORPORATION.

         10. TERMINATION WITHOUT CAUSE. Notwithstanding anything to the contrary
herein, either party may terminate this Agreement upon giving the other party
thirty (30) days written notice. EMPLOYEE shall be entitled to compensation
accrued and earned prior to the date of termination.

         Further should CORPORATION terminate EMPLOYEE without cause,
CORPORATION shall pay EMPLOYEE six (6) months of wages as severance.

         11. TERMINATION FOR CAUSE. CORPORATION may terminate this Agreement at
any time for cause, which shall mean the failure of the other to perform an
essential condition or obligation of this Agreement. Any gross negligence or
willful breach of the EMPLOYEE'S obligation under this Agreement, any use of
illegal or controlled substances, excessive use of alcohol or prescription
drugs, any acts of dishonesty, any violations to state or federal law, or any
conduct harmful to CORPORATION'S business.

         12. RELATIONSHIP BETWEEN THE PARTIES. The relationship between the
CORPORATION and EMPLOYEE is that of employer and an employee. As such, EMPLOYEE
shall be entitled to participate in any profit-sharing plan, pension plan,
medical reimbursements plan or disability insurance plan established by
CORPORATION.

         CORPORATION and EMPLOYEE each agree as follows:

         A.       All records of the accounts of CORPORATION, of any nature,
                  whether existing at the time of EMPLOYEE'S employment,
                  procured through the efforts of the EMPLOYEE, or obtained by
                  EMPLOYEE from any other source, and whether prepared by
                  EMPLOYEE or otherwise, shall be the exclusive property of the
                  CORPORATION regardless of who actually purchased the original
                  book, record or magnetic storage unit on which such
                  information is recorded.

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         B.       All such books and records shall be immediately returned to
                  CORPORATION by EMPLOYEE on any termination of employment,
                  whether or not any dispute exists between CORPORATION and
                  EMPLOYEE at, regarding, and/or following the termination of
                  employment.

         C.       During the term of employment under this Agreement, EMPLOYEE
                  will have access to and become acquainted with various trade
                  secrets, consisting of formulas, programs, patterns, devices,
                  inventions, processes, compilations of data and information,
                  sources of data and information, records, and specifications,
                  all of which are owned by CORPORATION and regularly used in
                  the operation of CORPORATION'S business.

         D.       All files, records, documents, drawings, specifications,
                  programs, equipment and similar items relating to the business
                  of CORPORATION, whether they are prepared by CORPORATION or by
                  EMPLOYEE, or come into EMPLOYEE'S possession in any other way
                  and whether or not they contain or constitute trade secrets
                  owned by CORPORATION, are and shall remain the exclusive
                  property of CORPORATION and shall not be removed from the
                  premises of CORPORATION under any circumstances whatsoever
                  without the prior written consent of CORPORATION.

         E.       EMPLOYEE promises and agrees that EMPLOYEE shall not misuse,
                  misappropriate, give, sell, furnish, nor disclose, whether for
                  consideration or for no consideration, and whether or not
                  during or following his employment with EMPLOYEE, or at any
                  other time thereafter, any trade secrets described herein,
                  directly or indirectly, or use them in any way or manner, for
                  his own benefit or the benefit of others, except as required
                  in the course and scope of EMPOYEE'S employment with
                  CORPORATION. EMPLOYEE agrees and promises not to make known to
                  other person, firm, or corporation, the names, addresses or
                  any other information of any of CORPORATION'S customers or
                  vendors, or call on, solicit, or take away any of the
                  customers of CORPORATION on whom EMPLOYEE called on or with
                  whom EMPLOYEE became acquainted with during his employment
                  herein.

         F.       EMPLOYEE agrees that the use or dissemination of any trade
                  secrets as described above, whether by EMPLOYEE or by any
                  other person or entity, constitutes unfair trade practices.
                  EMPLOYEE agrees to not employ unfair trade practices whether
                  during the time of this employ or at any time thereafter.

         13. WAIVER OF BREACH. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by any party.

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         14. ENTIRE AGREEMENT. This agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior understandings and writings with respect thereto. `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 valid
or binding. Any modification of this agreement will be effective only if it is
in writing signed by the party to be charged.

         15. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the state of Nevada. Any controversy or claim
arising out of or related to this Agreement shall be settled in Nevada by
arbitration in accordance with the Arbitrations Rules of the American
Arbitration Association.

         16. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if it is in writing and is sent by mail to the
residence of EMPLOYEE or to the principal office in the case of CORPORATION.

         IN WITNESS WHEREOF, the CORPORATION and EMPLOYEE have executed this
Agreement the day and year first above written.

COINLESS SYSTEMS, INC.
A NEVADA CORPORATION

By:      /S/ DENNIS SORENSON
         -----------------------------
         Dennis Sorenson,President/CEO

By:      /S/  JOHN W. STOLL
         -----------------------------
         JOHN W. STOLL, VICE PRESIDENT OF SALES & MARKETING

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