Exhibit 10.5

                           EMPLOYMENT, NON-DISCLOSURE
                          AND NON-COMPETITION AGREEMENT

This Employment,  Non-Disclosure and Non-Competition Agreement (the "Agreement")
is entered  into and  effective  on May 1, 2004,  by and between  MIDNET INC., a
Delaware  corporation,  with  principal  business  offices at Suite 300, 1055 W.
Hastings  Street,  Vancouver,  BC.,  Canada  ("TUGBOAT"),  and  Kassandra  Gehry
residing at 230 West 14th Street, North Vancouver, BC, Canada ("EMPLOYEE").

In  consideration of the mutual  covenants,  conditions,  and provisions  herein
contained, the parties hereby agree as follows:

DEFINITIONS OF TERMS

CONFIDENTIAL INFORMATION AND/OR TRADE SECRETS.

"Confidential   Information   and/or  Trade  Secrets"  means  all   information,
processes, process parameters,  methods, practices,  techniques, plans, computer
programs and related documentation, customer lists, price lists, supplier lists,
marketing plans,  advertising materials,  financial  information,  and all other
compilations  of  information  which  relate,  directly  or  indirectly,  to the
business and/or operations of TUGBOAT, or the business of TUGBOAT INC., a Nevada
corporation,  and/or which have not been  intentionally  disclosed by TUGBOAT to
the general  public,  and/or which may give TUGBOAT an  opportunity to obtain an
advantage over other competitors,  persons or parties,  regardless of the source
from, or method or manner by which EMPLOYEE may have acquired same.

1. TERMS OF EMPLOYMENT

1.1 Capacity and  Compensation.  TUGBOAT agrees to employ  EMPLOYEE and EMPLOYEE
agrees to work for TUGBOAT in the capacity of Director - Carrier Relations,  and
devote 50% of EMPLOYEE's time, energies, attention and resources to the business
of TUGBOAT, on the following terms and conditions:

     a. TUGBOAT shall pay EMPLOYEE a salary of $3,500.00CDN  per month and shall
     pay all of EMPLOYEE's TUGBOAT related business expenses up to $_________.00
     per month. The expenses must be directly related to the business of TUGBOAT
     and shall be paid upon submission of invoices, vouchers or receipts.

     In the event EMPLOYEE  intends to incur expenses in excess of  $________.00
     per month,  said expenses shall be discussed  between  EMPLOYEE and TUGBOAT
     and must be approved in advance and in writing by TUGBOAT.

     b. This  Agreement  shall be for a term of one (1) year,  commencing on the
     date hereof and may be renewed on an annual  basis by mutual  agreement  of
     the  parties.  Notice of intent to renew must be given,  if at all, by each
     party to the other  party,  in writing,  at least ninety (90) days prior to
     the expiration of the annual term of this Agreement. Both parties must give
     notice of such intent, failing which, this Agreement shall terminate by its
     terms.
<PAGE>
     c. In the event both parties  desire to renew this  Agreement,  the parties
     shall,  prior to the  expiration of the annual term,  meet and negotiate in
     good faith the  compensation  and other terms of employment for the ensuing
     year.  In the event the parties  cannot  agree,  and if both parties  still
     desire to renew this Agreement,  said issues shall be submitted to binding,
     non-appealable arbitration pursuant to paragraph 4.14 hereof.

     d. This Agreement shall terminate  immediately and  automatically  upon the
     occurrence of any of the following events:

          1)   Expiration  of the terms of this  Agreement,  unless both parties
               provide  notice  of intent  to  renew,  pursuant  to the terms of
               subparagraph (b) hereof;

          2)   Bankruptcy or insolvency of either party;

          3)   Death or permanent disability of EMPLOYEE; or

          4)   Dissolution of TUGBOAT.

1.2 Duties. EMPLOYEE shall, during the term of employment hereunder,  devote his
best  professional  skills and efforts to the  business  and affairs of TUGBOAT,
promote the business and affairs of TUGBOAT, and develop its business.  EMPLOYEE
shall  also  perform  such  services  and duties as may,  from time to time,  be
assigned  to  EMPLOYEE  by  TUGBOAT,  its  President,  or other duly  authorized
superiors.

1.3   Termination.   EMPLOYEE   expressly   acknowledges   and  agrees  that  no
representations  concerning  EMPLOYEE's  employment  by  TUGBOAT,  or  terms  or
conditions thereof, have been made to EMPLOYEE, orally or in writing, other than
those set forth herein. Unless otherwise provided by the Board of Directors, the
President of TUGBOAT shall have the  exclusive  power and authority to terminate
EMPLOYEE and to terminate this Agreement.  EMPLOYEE expressly acknowledges he is
an "at will" employee under the laws of the State of Nevada.

EMPLOYEE  shall have the right to terminate this  Agreement,  but only after one
year of employment, and then only upon ninety (90) days' prior written notice.

1.4 Outside Interests.  TUGBOAT acknowledges EMPLOYEE may have outside interests
in  activities.  TUGBOAT does not object to EMPLOYEE  pursuing said interests as
long as the  same  does  not  interfere  with or  contravene  the  terms of this
Agreement.

2. TRADE SECRETS AND CONFIDENTIAL INFORMATION.

2.1  Acknowledgment by EMPLOYEE.  EMPLOYEE  acknowledges that during the term of
employment  with TUGBOAT,  EMPLOYEE may be given access to or become  acquainted
with the Confidential Information and/or Trade Secrets of TUGBOAT.

2.2 No Use or Disclosure.  EMPLOYEE  agrees not to use or disclose,  directly or
indirectly,  any Confidential Information and/or Trade Secrets of TUGBOAT at any
time or in any manner, except as required and expressly authorized in the course
of employment with TUGBOAT. The obligations of this Paragraph are continuing and
shall survive the termination of EMPLOYEE's  employment with TUGBOAT for two (2)
years.

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2.3 Restriction on Documents and Equipment. All documents and equipment relating
to the  business  of  TUGBOAT,  whether  prepared  or  produced  by  EMPLOYEE or
otherwise,  coming into  EMPLOYEE's  possession,  are the exclusive  property of
TUGBOAT,  and must not be  removed  from the  premises  of  TUGBOAT,  except  as
required and  authorized  in the course of  employment  with  TUGBOAT.  All such
documents and equipment must be kept safe from unauthorized  access and returned
to TUGBOAT upon termination of employment with TUGBOAT.

2.4 No Disclosure or Use from Others. EMPLOYEE agrees not to disclose to TUGBOAT
any confidential  information or trade secrets obtained from other entities, and
not to bring  confidential  information  and/or trade secrets of other  entities
onto TUGBOAT's premises.

3. RESTRICTIONS ON EMPLOYEE.

3.1 No Competitive Planning.  While employed by TUGBOAT,  EMPLOYEE agrees not to
undertake any outside business activity  competitive with the work that EMPLOYEE
performs for TUGBOAT.

3.2 No Hiring of Other  Employees.  While  employed by TUGBOAT and for (2) years
afterward,  EMPLOYEE  agrees not to employ or attempt to employ,  in competition
with  TUGBOAT,  any of TUGBOAT's  other  employees who work in any area in which
EMPLOYEE has been significantly engaged on behalf of TUGBOAT.

3.3  Competitive  Employment.  While  employed  by  TUGBOAT  and for  (2)  years
afterward,  EMPLOYEE  agrees not to enter into any employment  competitive  with
TUGBOAT,  in which the duties of the  competitive  employment  would  inherently
require  EMPLOYEE to reveal or use any of the  Confidential  Information  and/or
Trade  Secrets of TUGBOAT  learned or obtained by  EMPLOYEE.  For this  purpose,
"employment  competitive  with  TUGBOAT"  shall mean any person or  organization
engaged in a business  which could make use of  information  or  discoveries  or
improvements  thereon,  made,  conceived,  or learned by Employee,  in TUGBOAT's
confidence,  during the term of his employment by TUGBOAT which gives TUGBOAT an
opportunity  to  obtain an  advantage  over  competitors,  or other  persons  or
parties.

EMPLOYEE expressly acknowledges and agrees that his employment hereunder, on the
terms and conditions hereof, serve as full consideration for EMPLOYEE's covenant
in this Paragraph 3.3. In addition,  EMPLOYEE expressly  acknowledges and agrees
that there shall be no money or other consideration of whatsoever nature paid or
payable to EMPLOYEE upon  termination,  unless otherwise accrued pursuant to the
terms  hereof.  EMPLOYEE  expressly  acknowledges  that he has other  education,
skills,  training and experience  unrelated to the business of TUGBOAT and could
obtain gainful employment outside of and unrelated to the business of TUGBOAT in
the event of  termination  of this  Agreement  and the  resulting  imposition of
restrictions on his employment, as set forth herein.

3.4 No  Solicitation  of  Customers.  While  employed by TUGBOAT and for two (2)
years  afterward,  EMPLOYEE  agrees  not to  divert or  attempt  to  divert,  by
solicitation,  or by any other means,  directly or indirectly,  the customers of
TUGBOAT existing at the time of EMPLOYEE's termination.

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4. GENERAL PROVISIONS.

4.1 Successors and Assigns. This Agreement is intended to benefit and is binding
on (i) the  successors  and  assigns  of  TUGBOAT  and (ii) the  heirs and legal
successors of EMPLOYEE.

4.2 Governing  Law and Forum.  This  Agreement  shall be construed in accordance
with and governed by the laws of the State of Nevada,  in spite of the fact that
EMPLOYEE shall perform services  hereunder in the Province of British  Columbia.
EMPLOYEE  agrees that suit may be brought for breach of this  Agreement  only in
the state  courts of the States of Nevada,  and  TUGBOAT  shall be  entitled  to
injunctive  relief to prevent  irreparable harm to TUGBOAT which may result from
EMPLOYEE's  breach of this  Agreement.  Venue in Nevada shall be  exclusively in
Washoe County, Nevada.

4.3  Separate  Enforcement  of  Provisions.  If for  any  reason  a part of this
Agreement is unenforceable,  the remainder of the Agreement shall be enforced to
the extent possible.

4.4 Modification of Agreement.  This Agreement may only be modified by a writing
signed by (i) EMPLOYEE and (ii) an authorized representative of TUGBOAT.

4.5  No  Conflicting  Contracts.   EMPLOYEE  represents  that  EMPLOYEE  has  no
contracts, nor will EMPLOYEE enter into any contracts, with any other party that
would  or  could  interfere  with  EMPLOYEE's  compliance  with  the  terms  and
conditions of this Agreement.

4.6 No Right to Continuing  Employment.  No provision of this Agreement shall be
construed  as giving  EMPLOYEE  the right to be  retained in the  employment  of
TUGBOAT.

4.7 Incapacity of Employee. If the EMPLOYEE shall be incapacitated by illness or
any other cause and  prevented  from  complying  with the terms,  covenants  and
conditions  of this  Agreement on his part to be kept,  observed and  performed,
then this Agreement  shall be suspended,  both as to services and  compensation,
during the period of such incapacity.

4.8 Insurance.  EMPLOYEE  agrees that TUGBOAT may, from time to time,  apply for
and take out, in TUGBOAT's own name and at TUGBOAT's own expense,  life, health,
accident or other  insurance  upon the  EMPLOYEE in any sum or sums that TUGBOAT
may deem to be necessary or appropriate to protect its interests.  EMPLOYEE also
agrees to aid TUGBOAT in procuring  any and all such  insurance by submitting to
the usual and customary medical  examinations and by filling out,  executing and
delivering  such  applications  and other  instruments,  in  writing,  as may be
reasonably  required  by  any  insurance  company  or  companies  to  which  any
application  or  applications  for  insurance  may be  made  by or for  TUGBOAT.
EMPLOYEE  further agrees that neither  EMPLOYEE,  his heirs or legal  successors
shall have any right,  title or interest in or to any such insurance policies or
related benefits.

4.9  Effective  Date.  Regardless  of  when  executed,   the  parties  expressly
acknowledge  and agree this  Agreement is deemed to be effective on the date set
forth in the first paragraph of this Agreement.

4.10 Entire Document.  This Agreement  constitutes the sole and entire agreement
among the parties  with  respect to the subject  matter  hereof and replaces and
supersedes any and all prior  understandings and agreements between the parties,
whether oral or written, express or implied.

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4.11  Indemnity.  Each party hereby  expressly  agrees to indemnify and hold the
other party, its officers,  directors,  agents and employees,  harmless from and
against any and all losses, costs, damages, claims or liabilities, of whatsoever
nature, including, without limitation,  attorneys' fees, arising from any breach
of this  Agreement or the fact that any  representation  made herein by EMPLOYEE
was false or misleading when made.

4.12  Acknowledgment of Understanding.  EMPLOYEE  acknowledges that EMPLOYEE has
read and understands  this Agreement;  has had an opportunity to discuss it with
an attorney; and has received a fully executed copy of it.

4.13 Notices.  Any and all notices  required or permitted  hereunder shall be in
writing and sent by mail, postage prepaid,  certified, return receipt requested,
to the  parties  at the  addresses  set  forth in the  first  paragraph  of this
Agreement.  Notices  shall be deemed given for all purposes  three (3) days from
the date the notice is postmarked by the Postal Service.

4.14  Arbitration.  Any  controversy or claim arising out of or relating to this
Agreement,  or the breach thereof, shall be resolved by binding and specifically
enforceable  arbitration in accordance with the Commercial  Arbitration Rules of
the American  Arbitration  Association,  and judgment upon the award rendered by
the  arbitrator  may be entered in any court having  jurisdiction  thereof.  Any
arbitration  hereunder shall be held only in Washoe County,  Nevada and enforced
only in the state district court situated herein. No appeals shall be permitted.

4.15 Execution of Agreement.  This Agreement has been executed in Washoe County,
Nevada.

IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the date set
forth below.


Dated: 01.05, 2004.                             Dated: 01.05, 2004

                                                MIDNET, Inc.

                                                BY:

/s/ Kassandra Gehry                             /s/ Peter Fentiman
-------------------------                       ------------------------
Kassandra Gehry                                 Peter Fentiman
Employee                                        Director

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