COMPANY CONFIDENTIAL

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                         EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE  EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered into
this  December  20, 1999 (the  "Effective  Date"),  by and between  WordCruncher
Internet  Technologies,  Inc., a Nevada corporation,  with a principal office at
405 East 12450 South, Suite B. Draper, Utah 84020 ("Company"),  and Bill Barnett
("Employee").

RECITALS

1.   Company  is  engaged  in  the  process  of  developing,  manufacturing  and
     marketing internet technologies and other products and services.

2.   Employee's title will be Director, Advertising Sales.

3.   In consideration of the benefits of new or continued employment by Company,
     as well  as to her  good  and  valuable  consideration  set  froth  herein,
     Employee agrees to enter into this Agreement.

NOW,  THEREFORE,  in  consideration of the foregoing and of the mutual covenants
herein contained and for good and valuable  consideration,  the receipt of which
is hereby acknowledged, the parties hereto intending to be legally bound, hereby
agree as follow:

1.       DEFINITIONS The following terms shall have the definitions stated
         -----------
         below:

         a.       Cause - shall mean Employee's termination only upon:
                  -----

                  i. Employee's continued  violations of Employee's  obligations
                  which are  demonstrably  willful or  deliberate  on Employee's
                  part  after  there has been  delivered  to  Employee a written
                  demand for performance  from Company which describes the basis
                  for  Company's  belief  that  Employee  has not  substantially
                  performed his or her duties;

                  ii.  Employee's   engaging  in  willful  misconduct  which  is
                  injurious to Company or its affiliates;

                  iii.  Employee's  committing a felony, an act of fraud against
                  or the  misappropriation  of property  belonging to Company or
                  its affiliates;

                  iv. Employee's  breaching,  in any material respect, the terms
                  of  this  Agreement  or  any  confidentiality  or  proprietary
                  information agreement between Employee and Company; or

                  v. A  determination  by  Company,  acting in good  faith  upon
                  information  then  available  to Company,  that  Employee  has
                  committed a material  violation  of the  standards of employee
                  conduct,  which  standards may be altered from time to time by
                  Company,  as defined in the most current  version of Company's
                  Employee Handbook.

         b.       Change of Control shall be deemed to have occurred if:
                  -----------------

                  i. Company sells or otherwise disposes of all or substantially
                  all of its assets;

                  ii.  There is a merger or  consolidation  of Company  with any
                  other   corporation   or   corporations,   provided  that  the
                  shareholders of Company,  as a group, do not hold  immediately
                  after  such  event,  at least 50% of the  voting  power of the
                  surviving or successor corporation;

                  iii. Any person or entity, including any "person" as such term
                  is used in Section 13(d)(3) of the Securities  Exchange Act of
                  1934, as amended (the "Exchange Act"), becomes the "beneficial
                  owner" (as  defined in the  Exchange  Act) of Common  Stock of
                  Company  representing 50% or more of the combined voting power
                  of the voting securities of Company  (exclusive of persons who
                  are now officers or directors of Company.

         c.       Code - shall mean the Internal Revenue Code of 1986, as
                  ----
                  amended.

         d.       Restricted Business - shall mean:
                  -------------------

                  i. The design, development,  manufacture, marketing or support
                  of Internet search technology,  related services, or any other
                  software   products   of   the   type   designed,   developed,
                  manufactured,  sold or  supported by Company or as proposed to
                  be  designed,  developed,  manufactured,  sold or supported by
                  Company  pursuant to a  development  project which is actually
                  being pursued during the Term of this Agreement; and

                  ii. Any business  which competes  directly or indirectly  with
                  the products or services of Company.

          e.      Restricted  Territory shall mean the geographies  within the
                  United States, European Community, --------------------- and
                  Canada.

          f.      Term - shall have the meaning set forth in Section 2.a.
                  ----

2.       EMPLOYMENT AND TERM.
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         a. This  Agreement  shall  commence as of the Effective  Date and shall
         terminate  two  (2)  years  from  the  Effective  Date,  unless  sooner
         terminated in the event of  termination of Employee's  employment  with
         Company  or  otherwise  in  accordance   with  the  provisions   hereof
         (hereinafter referred to as the "Term" or "Term of this Agreement").

         b.  Notwithstanding the foregoing,  during the Term hereof, and subject
         to other provisions set forth herein,  Company may terminate Employee's
         employment for Cause of without Cause.

         c. If  Employee's  employment  is  terminated  for Cause or if Employee
         resigns his or her employment, no compensation or severance payments or
         other  payments  will be paid or provided to Employee  pursuant to this
         Agreement for the period  following the date when such a termination of
         employment is effective.  Any  commissions  or other forms of incentive
         pay that the employee had earned prior to the date of termination would
         be due and payable upon termination.

         d. If Company  terminates  Employee's  employment other than for Cause:
         (i)  Employee  shall be entitled to receive a  severance  payment  from
         Company in the an amount  equal to 90 days of  Employee's  base  salary
         plus the maximum  amount of incentive  pay  Employee  could have earned
         during that 90 day period  according  to the pay  schedule in effect at
         the time of  termination,  and (ii) Company  agrees to  accelerate  the
         vesting of  Employee's  stock  options which would have vested at the n
         ext  anniversary  following  the date of  Employee's  termination.  The
         payments  outlined in Section 2.d.i shall be payable in three (3) equal
         monthly  installments  and are expressly  subject to the conditions set
         forth in Section 3. Any  commissions  or other forms of  incentive  pay
         that the  employee had earned  prior to the date of  termination  would
         also be due and payable upon termination.

         e. At the Effective Date of this Agreement,  Employee's job title shall
         be as specified in the attached Exhibit A.

         f. From the Effective Date of this Agreement and continuing  until such
         amount  shall be  changed  by  Company,  or until  termination  of this
         Agreement,  Company  will pay  Employee  according  to the annual  base
         salary set forth in Exhibit A. The  parties  agree that the annual base
         salary set forth in Exhibit A shall be reviewed not less than annually.
         Company shall pay Employee in installments in accordance with Company's
         standard payroll practices.

         g. In addition to Employee's base salary,  Employee will be entitled to
         earn commission compensation of up to the percentage of Employee's base
         salary set froth in Exhibit A. The Employee's receipt of any commission
         is based upon the satisfaction of certain performance objectives,  such
         performance  objectives  will be mutually  determined  and  reviewed by
         Employee's  immediate  supervisor in consultation  with Employee and is
         subject to approval by Company's executive committee.

         h. In addition to Employee's base salary,  Employee will be entitled to
         earn In-Package Bonus Incentive compensation of up to the percentage of
         Employee's  base salary set forth in Exhibit A. The Employee's  receipt
         of any In-Package  Bonus  Incentive is based upon the  satisfaction  of
         certain  performance  objectives,  such performance  objectives will be
         mutually determined and reviewed by Employee's  immediate supervisor in
         consultation  with  Employee  and is subject to approval  by  Company's
         executive committee.

         i. Employee  will be entitled to receive  Company's  employee  benefits
         made  available to other  employees  and officers to the full extent of
         Employee's eligibility therefor. During Employee's employment, Employee
         shall be permitted, to the extent eligible, to participate in any group
         medical,  dental,  life insurance and disability  insurance  plans,  or
         similar benefit plans of Company that are available to other comparable
         employees.  Participation  in any such plan  shall be  consistent  with
         Employee's rate of  compensation  to the extent that  compensation is a
         determinative factor with respect to coverage under any such plan.

         j.  Employee is subject to the Company  policies  set forth in the most
         current version of the Employee Handbook, which policies may be altered
         from time to time by Company. In the event provisions of this Agreement
         are in conflict  with the Employee  Handbook,  the  provisions  of this
         Agreement shall govern.

3. WAIVER. As a condition of receiving  severance or other termination  benefits
under this Agreement,  Employee must sign a general waiver and release in a form
provided by the Company.

4. EMPLOYEE RESPONSIBILITIES. During the Term of this Agreement, Employee agrees
to devote his or her business time, skill and attention to his or her duties and
to performing them faithfully, diligently and competently, using his or her best
efforts to further  the  business of Company.  Employee  agrees to perform  such
responsibilities and duties as may be required by Company from time to time.

5.      COVENANTS     NOT     TO     COMPETE     AND     NOT     TO     SOLICIT.
        -------------------------------------------

         a.  Employee  shall not  during  the Term of this  Agreement  and for a
         period of one (1) year  thereafter,  directly or indirectly,  engage in
         (whether as an employee, consultant,  proprietor,  partner, director or
         otherwise),  or have any ownership  interest in, or  participate in the
         financing,  operation,  management  or control  of, any  person,  firm,
         corporation  or business that is a Restricted  Business in a Restricted
         Territory  without the prior written  consent of Company.  It is agreed
         that ownership of (i) no more than .5% of the outstanding  voting stock
         of a publicly traded corporation,  or (ii) any stock presently owned by
         Employee, shall not constitute a violation of this provision.

         b.  Employee  agrees  that  for a  period  of one (1)  year  after  the
         termination of this , Employee shall not:

                  i.  Solicit,  encourage,  or take any  other  action  which is
                  intended to induce any other  employee of Company to terminate
                  his or her employment with Company; or

                  ii. Interfere in any manner with the contractual or employment
                  relationship between Company and any employee of Company.

         The  foregoing  shall not  prohibit  Employee  or any entity with which
         Employee may be  affiliated  from hiring a former  employee of Company;
         provided  that  such  hiring  results   exclusively  from  such  former
         employee's affirmative response to a general recruitment effort.

         c. The parties  intend that the  covenants  contained in the  preceding
         paragraphs  shall be construed as a series of separate  covenants,  one
         for each county,  city and state or other political  subdivision of the
         Restricted  Territory.   Except  for  geographic  coverage,  each  such
         separate  covenant  shall be deemed  identical in terms to the covenant
         contained in the preceding paragraphs.  If, in any judicial proceeding,
         a court shall refuse to enforce any of the separate  covenants  (or any
         part  thereof)   deemed   included  in  said   paragraphs,   then  such
         unenforceable  covenant (or such part) shall be deemed  eliminated from
         this  Agreement  for the  purpose  of those  proceedings  to the extent
         necessary  to permit the  remaining  separate  covenants  (or  portions
         thereof) to be enforced.

         d. In the event that the  provisions  of this  Section 5 should ever be
         deemed to exceed the time, scope or geographic limitations permitted by
         applicable  laws, then such provisions shall be reformed to the maximum
         time, scope or geographic limitations, as the case may be, permitted by
         applicable laws.

6.  REASONABLENESS  OF  COVENANTS.  Employee  represents  that he or she: (a) is
familiar with the covenants not to compete and not to solicit,  and (b) is fully
aware of and acknowledges his or her obligations  hereunder,  including  without
limitation  the  reasonableness  of the  length  of  time  and  scope  of  these
covenants.  Employee  acknowledges  that breach of  Employee's  covenants not to
compete  and not to  solicit  in  Section 5 would  cause  irreparable  injury to
Company,  and agrees that in the event of such breach  Company shall be entitled
to seek injunctive  relief under applicable law without the necessity of proving
actual damages.

7. COMPANY  AGREEMENTS.  Employee has  previously  signed or will sign Company's
Intellectual  Property Agreement as well as Company's Conflicts Disclosure Form,
and Employee agrees to execute and provide such other  reasonable  documentation
as Company may require.  As a further  condition of  employment,  Employee  must
comply with  Company's  reasonable  requests to execute anew the  aforementioned
Company  Agreements and provide  Company with updated  documentation  with those
Company Agreements.

8. CHANGE OF CONTROL.  In the event that  Employee's  employment with Company is
terminated without Cause following a Change of Control:

         a. Employee shall receive a severance payment in an amount equal to one
         (1)  times  Employee's  rate  of  annual  base  salary  at the  time of
         termination;

         b.  Company  agrees  to  accelerate  the  vesting  of that  portion  of
         Employee's  stock  options,  if any,  which would have vested after the
         date of Employee's termination.

         c. The payments set forth in Sections 8.a shall be payable in three (3)
         equal monthly installments.

Termination  of employment  without Cause shall be presumed to be a "following a
Change of Control" if it takes place at nay time within two (2) months before or
one (1) year after a Change of Control.

9.  AT-WILL  EMPLOYMENT.   Company  and  Employee  acknowledge  that  Employee's
employment is and shall continue to be at-will, as defined under applicable law.
If  Employee's  employment  terminates  for any  reason,  Employee  shall not be
entitled to any payments,  benefits,  damages, awards or compensation other than
as provided by this Agreement or other written Company benefit plans.

10. BEST PAYMENT PROVISION. In the event that any payment or benefit received or
to be  received by Employee  upon a Change of Control  would  result in all or a
portion of such  payment to be subject to excise tax under  Section  4999 of the
Internal Revenue Code, then the Employee's  payment shall be either (i) the full
payment  or (ii) such  lesser  amount  which  would  result in no portion of the
payment  subject to excise tax under Section 4999 of the Internal  Revenue Code,
whichever of the foregoing amounts,  taking into account the applicable federal,
state and local  employment  taxes,  income taxes, and the excise tax imposed by
Section 4999 of the Internal  Revenue Code,  results in the receipt by Employee,
on an after-tax  basis,  of the greatest  amount of the payment  notwithstanding
that all or some portion of the payment may be taxable under Section 4999 of the
Internal Revenue Code. All determinations required to be made under this Section
10 shall be made by a CPA at Price Waterhouse or any other nationally recognized
accounting  firm  which  is  Company's  outside  auditor  at the  time  of  such
determination,  which  firm  must be  reasonably  acceptable  to  Employee  (the
"Accounting Firm").  Company shall cause the Accounting Firm to provide detailed
supporting  calculations of its  determinations to Company and Employee.  Notice
must be given to the Accounting  Firm within fifteen (15) business days after an
event  entitling  Employee  to a  payment  under  this  Agreement.  All fees and
expenses of the Accounting Firm shall be borne solely by Company. The Accounting
Firm's  determinations  must be made  with  substantial  authority  (within  the
meaning of Section 6662 of the Internal Revenue Code).

11.  DISABILITY OR DEATH. If Employee's  employment  terminates by reason of the
Employee's  death or total and  permanent  disability  (as  defined  in  Section
22(e)(3) of the Code),  then such  termination  shall be treated as if it were a
termination without Cause.

12. AMOUNTS  PAYABLE  SUBJECT TO  WITHHOLDING.  Any amounts  payable  hereunder,
including any amounts to be paid in the event of a termination  without Cause or
a Constructive Termination, shall be subject to applicable tax withholding.

13.      REMEDIES UPON DEFAULT.
         ---------------------

         a. If either party to this  Agreement  shall be prevented from curing a
         default or breach hereunder within the time periods set forth, by cause
         or causes beyond its control, such as labor disputes,  civil commotion,
         war, government regulations or controls,  casualty, inability to obtain
         materials or service,  or acts of God, such  defaulting  party shall be
         excused  from  performance  for  the  period  of the  delay  and  for a
         reasonable time thereafter in which to cure such default.

         b. In the event  that  Company  shall be  adjudicated  as  bankrupt  or
         insolvent,  this Agreement shall be null and void and the rights of the
         parties hereunder shall be terminated.

14.  ARBITRATION.  Any  claim,  dispute  or  controversy  arising  out  of  this
Agreement,  the interpretation,  validity or enforceability of this Agreement or
the alleged breach thereof shall be submitted by parties to binding  arbitration
by the  American  Arbitration  Association  in Salt Lake City,  Utah;  provided,
however, that this arbitration provision shall not preclude Company from seeking
injunctive  relief  from any  court  having  jurisdiction  with  respect  to any
disputes or claims relating to or arising out of the misuse or  misappropriation
of  Company's  trade  secrets  or  confidential  and  proprietary   information.
Arbitrators shall award costs and fees, including reasonable attorneys' fees, to
the prevailing  party, or they shall be free to apportion costs and fees as they
deem reasonable under the circumstances.

15. INTEGRATION. This Agreement, including the documents referenced in Section 7
of this  Agreement,  sets forth the entire  understanding  of the parties hereto
with  respect  to  the  subject   matter  hereof  and  supersedes  all  previous
communications,  negotiations and agreements among the parties,  whether written
or oral. No waiver,  alteration,  or modification,  if any, of the provisions of
this Agreement  shall be binding unless in writing and signed by duly authorized
representatives  of the parties hereto.  Termination of this Agreement shall not
terminate the documents referenced in Section 7 of this Agreement.

16. SUCCESSORS.  Company shall require any successor or assignee,  in connection
with any sale,  transfer or other  disposition  of all or  substantially  all of
Company's  assets or business,  whether by purchase,  merger,  consolidation  or
otherwise,  expressly to assume and agree to perform Company's obligations under
this  Agreement in the same manner and to the same extent that Company  would be
required to perform if no such succession or assignment had taken place.

17.  SURVIVAL OF TERMS.  The terms of this  Agreement  shall survive  Employee's
termination of employment with Company.

18. SEVERABILITY. If any term or provision of this Agreement shall be held to be
invalid  or  unenforceable  for any  reason,  such  term or  provision  shall be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
invalidating the remaining terms and provisions hereof, and this Agreement shall
be construed as if such invalid or unenforceable  term or provision had not been
contained herein.

19. NOTES. Any notice pursuant to the Agreement shall be deemed validly given or
served if given in writing and delivered  personality  or ten (10) calendar days
after being sent by U.S.  registered or certified mail, return receipt requested
and postage prepaid. In the case of Employee,  mailed notices shall be addressed
to him or her at the home address which he or she most recently  communicated to
Company in writing. In the case of Company, mailed notices shall be addressed to
the  attention  of  Company's  President  or CEO,  with a copy  directed  to the
attention of Company's General Counsel.

20. TITLE AND  CAPTIONS.  Section  titles or captions to this  Agreement are for
convenience  only and shall not be deemed  part of this  Agreement  or in no way
define, limit, augment, extend, or describe the scope, content, or intent of any
part or part of parts of this Agreement.

21.  PRONOUNS  AND PLURALS.  Whenever the context may require,  any pronoun used
herein shall include the corresponding masculine,  feminine, or neuter forms and
th singular form of nouns, pronouns, and verbs shall include the plural and vice
versa.  Each of the  foregoing  genders and plurals is  understood to refer to a
corporation, partnership, or other legal entity when the context so requires.

22.  FURTHER  ACTION.  The parties  shall  execute and deliver all  documents or
instruments,  provide all information, and take or forebear from all such action
as may be necessary or appropriate to achieve the purposes of this Agreement.

23.  APPLICABLE  LAW. This Agreement  shall be construed in accordance  with and
governed by the laws of the State of Utah.

24. WAIVER. No failure by any party to insist upon the strict performance of any
covenant,  duty,  agreement,  or condition of this  Agreement or to exercise any
right or remedy  consequent  upon a breach thereof shall  constitute a waiver of
any such breach or of such or any other covenant, agreement, term, or condition.
Any party may, by notice delivered in the manner provided in this Agreement, but
shall be under no  obligation  to, waive any of its rights or any  conditions to
its  obligations  hereunder,  or any duty,  obligation  or covenant of the other
party.  No waiver shall affect or alter the remainder of this Agreement but each
and every other covenant,  agreement,  term, and condition hereof shall continue
in force and effect  with  respect to any other then  existing  or  subsequently
occurring breach.

25.  EXHIBITS.  All Exhibits  annexed to this  Agreement and any documents to be
delivered  herewith  are  expressly  made a part of  this  Agreement  as  though
completely set forth herein.

26. COUNTERPARTS.  This Agreement may be executed in several counterparts,  each
of which shall be an original,  but all of which together  shall  constitute one
and the same Agreement.

27.  EMPLOYEE  ACKNOWEDGMENT.  Employee  acknowledges  that before  signing this
Agreement,  Employee  was given an  opportunity  to read it,  evaluate  it,  and
consult with an attorney and other personal advisors.

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first written above.

WordCruncher Internet Technologies, Inc.

Name: Peter Stoop ____________________   Employee: Bill Barnett_________________

Signature:____________________________   Signature:_____________________________

Title: VP, Sales and Marketing________   Title: Director, Advertising Sales_____

Date:_________________________________   Date:__________________________________

<PAGE>
                                    EXHIBIT A

                              EMPLOYEE INFORMATION

Employee Name:             Bill Barnett

Employee Title:            Director, Advertising Sales

Annual Base Salary:        $100,000

Commission Incentive:

         Employee will have the opportunity to achieve a monthly commission,  as
         set forth in Section 2.g of 50% of Employee's monthly base salary.

In-Package Bonus Incentive:

         Employee will have the opportunity to achieve  In-Package  Bonuses,  as
         set forth in Section 2.h, of 30% of Employee's annual base salary.

Stock:

         Employee  will  receive  an  initial  stock  option  program of 100,000
         options of  Company's  common  stock to vest equally on an annual basis
         over the next  three (3)  years.  The  exercise  price for the  initial
         100,000  options  shall be an amount  equal to 75% of the  closing  bid
         price of WCTI stock on December 17, 1999 (3.69 x 0.75 = 2.77/share). In
         addition,  Employee  will receive  50,000  options of Company's  common
         stock to vest on Employee's third  anniversary date. The exercise price
         of these  options  is set at double the price of the  original  100,000
         options or $5.54/share.

Additional Terms:

         - Company will  reimburse or pay Employee for  reasonable  pre-approved
         office and travel expenses.

         - Company  will  reimburse  Employee's  expense  for  health  insurance
         premiums under  Employee's  current health insurance plan. In the event
         that costs for Employee's  plan increase by more than 10%,  Company has
         the option,  at its  discretion,  to propose an equivalent  alternative
         approach  to  health  insurance  for  Employee.  At such  time that the
         Company can offer health  insurance in Employee's  home area equivalent
         to the coverage  offered in the Salt Lake City coverage  area,  Company
         may choose,  with 60 days written  notice,  to include  Employee  under
         Company's  plan and terminate  reimbursements  for  Employee's  current
         health insurance plan.

         - Employee  will be  entitled  to ten (10) days of  vacation  annually,
         which will be accrued in accordance with Company's policies.

         - Company  will  provide  Employee  a car  allowance  in the  amount of
         $350.00 per month.

         - If for reasons other than for Cause, Company does not elect to extend
         this contract  after the first two years,  Company agrees to accelerate
         the  vesting of  Employee's  stock  options  which would have vested on
         Employee's third anniversary date.