Exhibit 10.5

                                EMPLOYMENT OFFER
                                ----------------

         THIS EMPLOYMENT OFFER ("Offer") is extended as of the 18th day of July
2003 between Fundever, Inc. ("Company"), a Delaware Corporation and Andrew
Schulz ("Employee") with a first date of employment no later than August 4, 2003
("Start Date").

1.       DUTIES AND EXTENT OF SERVICES
         -----------------------------

         1.1.     Efforts. Employee will devote full-time, attention and
                  energies to the business of the Company. It is agreed that the
                  current work that Employee does for his church can continue as
                  long as it does not interfere with his day to day
                  responsibilities.

         1.2.     Duties. Employee shall serve as Chief Technical Officer for
                  the Company or any other such duties as are assigned to him by
                  the Company. Employee shall report directly to Paul Robinson,
                  CEO.

         1.3.     Employee At-Will. All hiring and employment at Company is at
                  will. Employee understand this offer is not an employment
                  contract, nor can it be used to create one. Employment by
                  Company has no specific term and may be terminated by the
                  Employee or Company with or without notice. Employee
                  acknowledges that Company has not made any promises or
                  representations that differ from those contained in this
                  document.

         1.4.     Severance. If employee is terminated for any reason other than
                  for cause the company will pay a 6 month severance at full
                  salary. During the severance period options will continue to
                  vest, and benefits will still be paid. In the event of an
                  acquisition or change of control this clause will continue to
                  be in affect

         1.5.     California Office. The company understands employee's desire
                  to remain in California. A California field office will be
                  established, and employee will work from that said office.

2.       COMPENSATION
         ------------

         2.1.     Base Annual Salary. Employee shall receive an initial annual
                  salary of one hundred and fifty thousand dollars
                  ($150,000.00), ($5,769.23) payable every two weeks on a
                  Friday. In addition, an annual salary review will be schedule
                  on the 1st year Anniversary date of employment.

         2.2.     Additional Compensation. Employee shall receive additional
                  compensation and Performance Bonuses as deemed appropriated by
                  the Company's Management.

3.       BENEFITS
         --------

         3.1.     Retirement and Profit Sharing Plans. Employee is entitled to
                  participate in Company retirement and profit sharing plans as
                  made available to other employees of the Company.

                  Health Care. The Company shall provide to Employee medical
                  health coverage as made available to other employees of the
                  Company, with the Company paying 100% of the monthly premium
                  for the Employee and 50% of the monthly premium for Employee
                  spouse and/or children, provided that spouse and/or children
                  are not already covered under another insurance policy.

         3.2.     Vacation. Employee shall be entitled to annual paid vacation
                  as made available to other employees of the Company. For the
                  first year of employment, vacation shall accrue at 1 day per
                  month. After the first year of employment, vacation shall
                  accrue at 1 day per month.

4.       STOCK
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         4.1.     Stock Options. Employee shall be granted an option to purchase
                  (2% of company) seven hundred and twenty shares of common
                  stock of the Company at an exercise price of $1 per share.
                  Such stock options will be subject to the terms of the
                  Employee Stock Option Plan and shall vest at a rate 25% after
                  the first year and 6.25% per quarter thereafter. In the event
                  of an acquisition or change of control, all options vest
                  immediately.

         4.2.     Additional Stock Options. Employee shall be eligible to
                  receive additional Company Stock Options as deemed appropriate
                  by the Company's Management and approved by the Company Board
                  of Directors.


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5.       DEDUCTIONS AND EXPENSES.
         ------------------------

         5.1.     Deductions. Deductions shall be made from the total
                  compensation and any bonuses paid to the Employee for
                  withholding tax and other such taxes as may from time to time
                  be required by governmental authority.

         5.2.     Expenses. Company will reimburse Employee for any expenses
                  incurred for furthering the Company's business. Such expenses
                  may include reasonable customer entertainment, travel,
                  business equipment and similar items.

6.       CONFIDENTIALITY OF PROPRIETARY INFORMATION.
         -------------------------------------------

         6.1.     Employee acknowledges that, in and as a result of his
                  employment, he will be making use of, acquiring and/or adding
                  to confidential or proprietary information developed by
                  Company and of a special and unique nature and value to
                  Company, including, but not limited to trade secrets, business
                  opportunities and proposals, products, methods, systems and
                  research, the names and addresses of customers and suppliers,
                  prices charged and paid the Company or its customers, designs
                  and specifications, customer files and records, services,
                  operating procedures, salaries and financial records of the
                  Company and customers (collectively, the "Confidential
                  Information").

         6.2.     Employee agrees not to reveal Confidential Information to any
                  person, firm, corporation, or entity at any time either during
                  or after the Employee's employment. If at any time
                  Confidential Information becomes public knowledge by some
                  means other than through the employee, employee's obligation
                  to keep that Confidential Information confidential terminates.

         6.3.     Should Employee reveal this information, the Company shall be
                  entitled to an injunction restraining the Employee from
                  disclosing same, or from rendering any services to any entity
                  to whom said information has been or is threatened to be
                  disclosed. The right to secure an injunction is not exclusive,
                  and the Company may pursue any other remedies it has against
                  the Employee for a breach of this condition.


SCHOOLPOP, INC.                                      ANDREW SCHULZ

/s/ Paul Robinson                                    /s/ Andrew Schulz
---------------------------                          --------------------------
By:      Paul Robinson, CEO                          By: Andrew Schulz
         Schoolpop, Inc.

Dated:   7/29/2003                                   Dated: