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                                                                    EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") dated as of December 16, 1997,
between WANDERLUST INTERACTIVE, INC., a Delaware corporation with its principal
place of business in the United States at 5301 Beethoven Street, Los Angeles,
CA 90066 (herein called the "Company") and Jay Smith III (herein called the
"Employee") residing at 348 Bentel Avenue, Los Angeles, CA 90049.

1.  EMPLOYMENT.  The company hereby employs Employee as the Company's
President and Chief Executive Officer reporting to the Company's Board of
Directors.  Employee will be responsible for management and supervision of the
Company's operations for the term of this Agreement, and the Employee hereby
accepts such employment upon the terms and conditions hereinafter set forth.

2.  TERM.  The term of this Agreement shall commence as of November 1,
1997 (the "Employment Date") and shall continue in effect for a term of 36
months, unless previously terminated in accordance with the provisions of
Section 6 of this Agreement.  Thereafter, this Agreement shall be automatically
renewed on a year-to-year basis unless either party shall provide the other
with notice in writing of the termination of this Agreement at least 60 days'
prior to the expiration of this Agreement at the end of its original term or
any renewal thereof.  For purposes of this Agreement, the "term of this
Agreement" shall refer to the initial term and all renewal terms thereof.  In
the event of termination by the Company prior to the expiration of this
Agreement at the end of its original term or any renewal thereof, the Company
shall pay the Employee severance pay and benefits required by Section 6(e) of
this Agreement unless termination by the Company is for a reason specified in
Sections 6(a), 6(b) or 6(c) hereunder.

3.  COMPENSATION.  For all services rendered by the Employee under this
Agreement, the Company shall pay the Employee a salary and fringe benefits as
follows;

         (a) Cash Compensation:  The company shall pay the Employee a base
         salary during the term of this Agreement, payable monthly, at the rate
         of $150,000 per year per annum.  Employee will be eligible to receive
         a fiscal annual performance bonus of up to 50% of base salary based
         upon achievement of reasonable and achievable Company goals as
         determined and approved in good faith by the Board of Directors to be
         paid no later than 90 days from end of such year.  Employee shall be
         eligible for annual performance appraisal and merit increase.  Company
         may, but is not obligated to, increase Employee's salary as Company
         deems appropriate.
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         (b) Stock Options:  The Company shall grant the Employee Stock
         Options to purchase 700,000 common shares of the Company at $0.62 per
         share (110% of the closing bid price of $0.5625 per share as of
         December 15, 1997) which shall vest in equal quarterly increments over
         a period of 12 quarters from the Employment Date as set forth in the
         Stock Option Agreement.

         (c) Medical, Insurance, and Other Benefits:  The Employee shall at
         his option be entitled to participate with other employees of the
         Company in all group fringe benefit plans or other group arrangements
         authorized and adopted from time to time.  Employee shall also receive
         such other benefits including vacation, holidays, and sick leave, as
         Company generally provides to its employees holding similar positions
         as that of Employee.

         (d) Expenses:  The Company shall either pay directly or reimburse
         Employee for reasonable travel, entertainment and other business
         expenses incurred by Employee in the performance of his duties
         hereunder; provided that the incurring of such expenses shall be
         subject to such policies as shall be established by the Board of
         Directors of the Company from time to time, and Employee shall submit
         to the Company such documentation to substantiate such expenses as the
         Company shall reasonably request.

Nothing herein shall be deemed to preclude the Company from awarding additional
compensation or benefits to Employee during the term of this Agreement, upon
approval of Company's Board of Directors, whether in the form of raises,
bonuses, additional fringe benefits, or otherwise.

4.  DUTIES.  During the term of this Agreement, the Employee hereby
promises to perform and discharge faithfully the duties which may be assigned
to him from time to time by the Board of Directors in connection with the
conduct of its business so long as such duties are reasonably related to the
Employee's duties President and Chief Executive Officer of the Company.
Employee will be responsible for all domestic and foreign operations of the
Company and will have all relevant executives and their respective subordinates
report to him.  Employee is employed to actively serve on a full-time basis as
an executive officer of the Company and will serve as a member of the Company's
Board of Directors.

5.  EXTENT OF SERVICES; OTHER INTERESTS.  During the term of this
Agreement, the Employee shall devote all of his working time, attention and
energies which is reasonably required for the performance of his duties and the
business of the Company and shall travel as reasonably required to discharge
the duties of his position with the Company as assigned by its Board of
Directors.  The Employee shall not during the term of this Agreement be engaged
in any other business activities that are, or could potentially be, in
competition with the business activities of the Company whether or not such
business activities are pursued for gain, profit or other pecuniary
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advantage.  Subject to the foregoing, the Employee may engage in investment,
business, professional and continuing education activities so long as such
activities do not substantially interfere with the performance of his duties as
the President and Chief Executive Officer of the Company.

6.  TERMINATION.  Payment of severance described in this Section 6 shall be paid
         no later than ten (10) days after becoming due.

         (a) Death:  In the event of Employee's death during the term hereof,
         this Agreement shall terminate immediately and, except as expressly
         set forth in this paragraph, the Company shall have no further
         liability hereunder to Employee or his estate.  The Company shall
         continue to pay to Employee's estate his salary and continued stock
         option vesting for a period of one (1) months from and after the date
         of death during the term of this Agreement.

         (b) Permanent Disability.  In the event that Employee becomes totally
         disabled during the term hereof and such total disability continues
         for a period in excess of ninety (90) days, whether consecutive or in
         the aggregate during any 12 month period, at the end of such period of
         disability the Employee shall be considered as permanently disabled
         and this Agreement shall terminate immediately and, except as
         expressly set forth in this paragraph, the Company shall have no
         further liability hereunder to Employee.  The company shall continue
         to pay to Employee his salary and continue stock option vesting for
         the period of disability and a period of two (2) months from and after
         the date of total disability commencing with the expiration of the
         first 90 day period of such disability as severance pay hereunder.

         Employee shall be considered as totally disabled if, and when because
         of injury, illness or physical or mental disability, he is prevented
         from effectively performing the duties of his employment.  The
         determination of total disability shall be made by the Board of
         Directors of the Company, but said decision shall not be unreasonable
         or arbitrary and shall be supported by the opinion (at the Company's
         expense) of at least one licensed physician unless Employee shall
         without justification fail to submit to the necessary physical or
         mental examination.  It is understood that Employee's occasional
         sickness of short duration shall not result in Employee being
         considered totally disabled, and Employee shall continue to be
         compensated hereunder during such periods of occasional sickness so
         long as they shall not exceed twelve (12) days in a calendar year.

         (c) Involuntary Termination for Cause.  The Company may terminate this
         Agreement for cause.  For the purposes of this Agreement, a
         termination for "cause" shall mean a termination resulting from a good
         faith and reasonable determination by the Company's Board of Directors
         that Employee (i) has committed a
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         felony or act of moral turpitude which would materially injure the
         Company or its reputation or, (ii) has intentionally or willfully and
         repeatedly breached his duties hereunder in a material respect and, if
         curable, has failed to cure the same within thirty (30) days after
         receiving written notice of such breach from the Board of the Company.
         Such notice must be given to Employee following each claimed breach,
         whether or not curable.  In the event of termination for cause, the
         Company shall have no further liability hereunder to Employee from and
         after the date of such termination.

         (d) Termination Without Cause.  Termination of Employee for any reason
         other than in paragraphs 6(a), 6(b), and 6(c) hereof shall be
         considered Termination Without Cause.  In addition, Employee's
         resignation from the employ of the Company shall be deemed Termination
         Without Cause ("Constructive Discharge") if resulting from:  1) a
         reduction of more than 25% of monthly base salary in cash compensation
         (excluding performance bonuses) or other benefits other than as a
         result of a decrease in compensation payable to Employee and to all
         other executive officers of Company on the basis of Company's
         financial performance;  2)  a chance in reporting relationship t the
         Company's Board of Directors or a significant reduction in the nature
         or scope of Employee's responsibilities, authorities, powers,
         functions or duties as a President and Chief Executive Officer of the
         Company;  3) a requirement imposed by the Company that Employee
         relocate to an office that is more than 25 miles from the Company's
         current headquarters;  4) failure of Company materially to perform its
         obligations pursuant to this Agreement.  If Employee continues his
         employment with the Company after a Constructive Discharge event
         occurs, that continuation shall not constitute a waive of Employee's
         rights to treat such event as an event of Termination Without Cause
         unless  (i) his employment under adjusted terms of employment after
         the Constructive Discharge Event shall continue for more than 90 days
         after such Constructive Discharge Event or (ii) his employment is
         subsequently terminated for cause under paragraph 6(c) above.

         (e) Salary and Benefit Continuation Upon Termination Without Cause.
         Upon the termination of Employee's employment with the Company for any
         reason whatsoever prior to the expiration of the original term of any
         annual renewal of the term of this Agreement, except for (i)
         termination upon death as set forth in paragraph 6(a) hereof; (ii)
         termination upon permanent disability as set forth in paragraph 6(b)
         hereof; (iii) termination for cause pursuant to paragraph 6(c) hereof;
         or (iv) Employee's voluntarily electing not to continue in the
         employment of the Company under conditions other than Constructive
         Discharge; then the Company within thirty (30) days after such
         termination, and in lieu of all other obligations of the Company
         hereunder, shall: 1) pay to Employee a lump-sum payment equal to his
         then base salary for a period equal to twelve (12) months;  2) will
         provide Employee, at Company's cost, with employment benefits
         consisting of life, health, dental and long-term disability insurance
         for a
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         period of 12 months after termination; 3) enter into a
         Post-termination Consulting Agreement as defined below in paragraph
         6(f) hereof; and 4) will grant Employee an exclusive 120-day option to
         purchase Western Technologies, Inc., a subsidiary of the Company, for
         net book value.  Thereafter, any continuation of benefits under the
         Consolidated Omnibus Budget Reconciliation Act (COBRA) will be at
         Employee's cost.

         (f) Post-termination Consulting Agreement.  Upon the Termination
         Without Cause, Employee will hold himself available to provide
         consulting services to the Company for a period terminating one year
         after the Termination Date (the "Consulting Period").  Employee will
         provide the consulting services only upon the request of the Company's
         Chief Executive Officer and for no more than ten hours per week (any
         period shorter than one week will include a proportionate number of
         hours) at such times and places as are mutually convenient to Employee
         and the Company.  However, Employee will perform those services at
         times and places that do not reasonably conflict with his
         responsibilities to his then current employer.  Employee will perform
         services as an independent contractor with the customary and usual
         independence associated therewith, and he will not be deemed an
         employee or agent of the Company or have the authority to bind, or to
         enter into any contact on behalf of, the Company, unless expressly
         authorized in writing to do so.  The Company will pay Employee a
         consulting fee of $150.00 per hour for each hour actually worked at
         the Company's request.  The Company's Board of Directors has
         determined that Employee will be providing "substantial services" to
         the Company during the Consulting Period such that any option held by
         Employee on the Termination Date, if not fully vested at the time,
         will continue to vest during the Consulting Period according to its
         terms.  Any option held by Employee at the Termination Date will
         remain exercisable for the current term of the option during the
         Consulting Period even though the employment of Employee will
         terminate on the Termination Date.

7.  NONDISCLOSURE OF CONFIDENTIAL INFORMATION.  The Employee recognizes and
acknowledges that the Company's trade secrets and proprietary processes as they
may exist from time to time are valuable, special and unique assets of the
Company's business, access to and knowledge of which are essential to the
performance of the Employee's duties hereunder.  The Employee will not during or
after the term of his employment, disclose such secrets or processes to any
perform, firm, corporation, association, or other entity for any reason or
purpose whatever, nor shall the Employee make use of any such secrets or
processes for his own purposes or for the benefit of any person, firm,
corporation, or other entity (except the Company) under any circumstances during
or after the term of his Employment; provided that after the term of his
employment these restrictions shall not apply to such secrets and processes
which are then, or from time to time thereafter, in the public domain (provided
that he was not responsible, directly or indirectly, for permitting such secrets
or processes to enter the public domain without the Company's consent).
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8.  COVENANT NO TO COMPETE OR INTERFERE. With the exception of activities
associated with the purchase and subsequent operation of Western Technologies,
Inc., Employee agrees that during the term of this Agreement or for a period of
one (1) year after the date of Termination under this Agreement, whichever
occurs first;   (a) Employee shall not intentionally interfere with, disrupt or
attempt to disrupt the relationship, contractual or otherwise between the
Company and any customer, supplier, lessor or employee of the Company or any of
its subsidiaries and (b) Employee shall not as a sole proprietor or otherwise
for his own account or as a partner, employee, officer, director, manager,
agent, distributor, consultant, marketing representative, associate, investor or
otherwise (except as to a less than 5% interest in a public company listed on
the NASDAQ, a national, or a regional exchange), directly or indirectly, own,
purchase, organize or take preparatory steps for the organization of, finance,
work for, provide services to, advise, acquire, lease, operate, manage or invest
in or permit his name to be used or employed in connection with any business
which engages in providing equipment and/or support services for correct eye
surgery in competition with the Company (the "Business").  Employee further
agrees that the covenants and other provisions of this paragraph shall cover his
activities in the whole of North America, Europe and Asia (the "Territory").
The parties hereto agree that the covenants contained in this paragraph (b)
shall be construed as if the covenants are divided into separate and distinct
covenants in respect of each of the products and services of the Business, each
capacity in which the party is prohibited from competing, and each part of the
world in which such competition is prohibited from taking place.  The
territorial restrictions contained in this paragraph (b) are properly required
for the adequate protection of the Business and in the event any covenant or
other provision contained in this paragraph (b) shall be deemed to be illegal,
unenforceable, or unreasonable by a court or other tribunal of competent
jurisdiction.  With respect to any part of the Territory or otherwise, such
covenant or provision shall not be affected with respect to any other part of
the Territory or otherwise, and each of the parties hereto agrees and submits to
the reduction of said territorial restriction or other provisions to such an
area or otherwise, as said court shall deem reasonable. The parties further
agree that if any provision of this Agreement is found to be unenforceable, it
shall not affect the enforceability of the remaining provisions and the court
shall enforce all remaining provisions to the extent permitted by law.

9.  INVENTIONS.  The Employee hereby sells, transfers, and assigns to the
Company, or to any person or entity designated by the Company, at the entire
rights, title and interest of the Employee in and to all inventions, ideas,
disclosure, and improvements, whether patented or unpatented, and copyrightable
material made or conceived by the Employee, solely or jointly during the term
hereof which relate to methods, apparatus, formulae, designs, products,
processes or devices, sold, leased, used, or under consideration or development
by the Company, or which otherwise relate to or pertain to the business,
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functions, or operations of the Company.  The Employee agrees to communicate
promptly and to disclose to the Company, in such form as the Employee may be
required to do so, all information, details, and data pertaining to the
aforementioned inventions, ideas, disclosure, and improvements and to execute
and deliver to the Company such formal transfers and assignments and such other
papers and documents as may be required of the Employee to permit the Company
or any person or entity designated by the Company to file and prosecute the
patent applications and, as to copyrightable material, to obtain copyright
thereof.

For the purposes of this Agreement, an invention shall be deemed to have been
made during the term of Employee's employment if, during such period, the
invention was conceived or first actually reduced to practice by the Company,
and Employee agrees that any patent application filed within one (1) year after
termination of this employment shall be presumed to relate to an invention
which was made during the term of Employee's employment unless Employee can
provide satisfactory evidence to the contrary.  covenants

10.  INJUNCTIVE RELIEF.  The parties hereto acknowledge that (a) the covenants
and restrictions set forth in Sections 8, 9 and 10 of this Agreement are
necessary, fundamental and required for the protection of the business of the
Company, (b) such and restrictions are material inducements to investors to
enter into agreements to invest in the Company, and (c) a breach of any such
covenants and restrictions by Empo9yee will result in irreparable harm and
damages to the Company which cannot be adequate compensated by a monetary
award.  Accordingly, in the event of breach or threatened breach of such
provisions by Employee, Employee expressly agrees that the Company shall be
entitled to the immediate remedy of a temporary restraining order, preliminary
injunction or such other form of injunctive or equitable relief as may be used
by any court of competent jurisdiction to restrain or enjoin the Employee from
breaching any such covenant or provisions or to specifically enforce the
provisions hereof.  Nothing herein shall be construed as prohibiting the
Company from pursuing any other remedies for such breach or threatened breach.

11.  INSURANCE.  The Company, at its election and for its benefit, may insure
the Employee against accidental loss or death and the Employee shall submit to
such physical examination and supply such information as may be required in
connection therewith.

12.  NOTICES.  Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if sent by registered or certified mail
to his last known residence in the case of the Employee or to its last known
principal office in the case of the Company.

13.  WAIVER OF BREACH.  The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed by a waiver of any
subsequent breach.
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14.  GOVERNING LAW.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California.

15.  ASSIGNMENT.  The rights and obligations of the parties under this Agreement
shall insure to the benefit of and shall be binding upon the successors of such
parties.

16.  ENTIRE AGREEMENT.  This instrument contains the entire agreement of the
parties and supersedes all existing agreements between them. It may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, modification, extension or discharge is sought.

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

EMPLOYEE:                               _______________________________________
                                        Jay Smith III

COMPANY                                 Wanderlust Interactive, Inc.

                                        By:____________________________________
                                        Thomas A. Schultz
                                        Chairman, Compensation Committee
                                        of the Board