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EXHIBIT NO. 10.3
                            EMPLOYMENT AGREEMENT

  THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective the 1st day of
August, 2001 by and between Wrap-N-Roll USA, Inc., a Nevada corporation
("Employer" or "Company"), and Derek Williams, an individual ("Employee").


                                  PREMISES

  WHEREAS, Employer desires to secure the services of the Employee pursuant
to the terms and conditions of an employment agreement; and

  WHEREAS, the Employee has the requisite skills and experience in providing
specialized advertising services to businesses of all sizes with emphasis on
large format digital printing on perforated and non-perforated vinyl
substrates.


                                  AGREEMENT

  NOW THEREFORE, with the above provisions incorporated herein by this
reference, in consideration of the mutual promises contained herein, the
benefits to be derived by each party hereunder and other good and valuable
consideration, the sufficiency of which is hereby expressly acknowledged, the
parties hereto mutually agree as follows:

  1.   Employment.  The Employer employs the Employee and the Employee
       accepts employment as Employee of Employer upon the terms and
       conditions set forth in this Agreement.

  2.   Term.  The term of this Agreement shall commence August 1, 2001, and
       shall continue for an initial term of one (1) year.  This Agreement
       may be renewed at the end of the term, for an additional term upon
       the written agreement of the parties.  If there is no written
       agreement for additional term, then the employment will continue on a
       month to month basis subject to termination by either party upon
       thirty (30) days written notice to the other party.

  3.   Compensation.  Employee shall receive a salary in the amount of
       $3,000.00 per month, payable Biweekly.  Employee's salary shall be
       paid as funds are available.

  4.   Duties/Limitations.  During the term of this Agreement, Employee
       shall be responsible for developing relationships with clients;
       consulting with clients and generating revenues; managing the company
       finances including but not limited to purchases, sales, payroll,
       accounts payable, accounts receivable, bank reconciliation, and
       inventory management; overseeing the preparation of financial
       statements and SEC filings; filing of company taxes in a timely
       fashion, including sales, income, payroll, franchise and other
       necessary taxes; hiring employees; overseeing purchase of office
       supplies and materials necessary for operation of the

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     Company's business; developing financing arrangements with vendors,
     banks and investors as necessary; performing any other tasks or
     obligations normally associated with Employee's position within industry
     standards.

  5.   Extent of Services/Conduct.  The Employee may perform services for
       other organizations and volunteer for charitable organizations.  The
       Employee pledges careful avoidance of all personal acts, habits,
       usage's, and statements which might injure, in any way, directly or
       indirectly, the personal or business reputation of the Employer.

  6.   Non-Disclosure of Information. In further consideration of employment
       and the continuation of employment by Employer, Employee will not,
       directly or indirectly, during or after the term of employment
       disclose to any person not authorized by Employer to receive or use
       such information, except, for the sole benefit of Employer, any of
       Employer's confidential or proprietary data, information, or
       techniques, or give to any person not authorized by Employer to
       receive any information that is not generally known to anyone other
       than Employer or that is designated by Employer as "Limited,"
       "Private," or "Confidential," or similarly designated.

  7.   Expenses.  The Employee may incur reasonable expenses for promoting
       the Employer's business, including reasonable expenses for office
       space, entertainment, travel, and similar items.  The Employer will
       reimburse the Employee for all such pre-approved expenses upon the
       Employee's periodic presentation of an itemized account of such
       expenditures.

  8.   Disability.  If the Employee is unable to perform services by reason
       of illness or incapacity, the base salary payable under Paragraph 3
       of this Agreement shall continue only in accordance with decisions
       unilaterally reached by the Board of Directors or pursuant to any
       written policy of the company.

  9.   Fringe Benefits.  In addition to the compensation to the Employee
       under Paragraph 3, the Employee shall be entitled to, during the term
       of this Agreement, participate in any benefit plans adopted by the
       Employer, including, without limitation, health, retirement,
       disability, and life insurance benefit plans, but only to the extent
       that the Employee has satisfied the eligibility requirements of the
       respective plans and the benefits are offered to all other employees
       of Employer.

  10.  Termination for Cause.  The Employer may terminate this Agreement for
       cause at any time.  For purposes of this Agreement, the term "cause"
       includes, without limitation, the Employee's (i) neglect or
       intentional disregard of duties, (ii) unauthorized disclosure of
       confidences of the Employer, (iii) conviction of felony or any crime
       involving moral turpitude by a court of competent jurisdiction, (iv)
       willful misconduct, (v) excessive use of alcohol on repeated
       occasions or addiction to narcotics, (vi) breach of this Agreement,
       or (vii) dishonesty.

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  11.  Termination upon Sale of Business.  Employer may terminate this
       Agreement upon thirty (30) days written notice to the Employee upon
       the happening of any of the following events:

       (a)  The sale, by the Employer, of substantially all of its assets
            to a single purchaser or group of associated purchasers; or

       (b)  The sale, exchange, or other disposition to a single entity or
            group of entities under common control in one transaction or
            series of related transactions of greater than fifty percent
            (50%) of the outstanding shares of the Employer's common stock;
            or

       (c)  A decision by Employer to terminate its business and liquidate
            its assets; or

       (d)  The merger or consolidation of the Employer in a transaction in
            which the shareholders of the Employer receive less than fifty
            percent (50%) of the outstanding voting shares of the new or
            continuing corporation.

  12.  Death during Employment.  If the Employee dies during the term of
       this Agreement, then the Employer shall pay to the designated
       beneficiary of the Employee the compensation which would otherwise be
       payable to the Employee up to the end of the month in which such
       death occurs and this Agreement shall be terminated.  If the Employee
       has made no beneficiary designation, then the compensation due
       hereunder shall be paid to the Employee's estate.

  13.  Survival.  The provisions of this Agreement shall survive the
       termination of this Agreement.

  14.  Miscellaneous.

       (a)  The execution and performance of this Agreement has been duly
            authorized by all requisite individual or corporate actions and
            approvals and is free of conflict or violation of any other
            individual or corporate actions and approvals entered into
            jointly and severally by the parties hereto.  This Agreement
            represents the entire Agreement between the parties hereto, and
            supersedes any prior agreements with regards to the subject
            matter hereof. This Agreement may be executed in any number of
            facsimile counterparts with the aggregate of the counterparts
            together constituting one and the same instrument.  This
            Agreement constitutes a valid and binding obligation of the
            parties hereto and their successors, heirs and assigns and may
            only be assigned or amended by written consent from the other
            party.

       (b)  No term of this Agreement shall be considered waived and no
            breach excused by either party unless made in writing.  In the
            event that any one or more of the provisions contained in this
            Agreement shall for any reason be held to be invalid, illegal,
            or unenforceable in any respect, such invalidity, illegality or

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            unenforceability shall not affect any other provisions of this
            Agreement, and this Agreement shall be constructed as if it
            never contained any such invalid, illegal or unenforceable
            provisions.

       (c)  The laws of the State of Utah shall govern the validity,
            interpretation, and performance of this Agreement and any
            dispute arising out of this Agreement shall be brought in a
            court of competent jurisdiction in Salt Lake County, Utah.  If
            any action is brought to enforce or interpret the provisions of
            this Agreement, the prevailing party shall be entitled to
            recover reasonable attorneys' fees, court costs, and other
            costs incurred in proceeding with the action from the other
            party.

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

  Wrap-N-Roll USA, Inc.   (Employer)


           /s/ Cliff Halling
  /s/______________________________________
  By:  Cliff Halling, President


  Derek Williams   (Employee)


           /s/ Cliff Halling
  /s/______________________________________
  By:  Derek Williams, an Individual

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