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Ex-10(iii)
                            EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT ("Agreement") is made effective the 1st day of
January 2001, by and between Wallin Engines Corporation, a Nevada corporation
("Employer" or "Company"), and Michael Linn, an individual and further the
sole officer and director of Employer ("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
rebuilding car and truck engines.

                                 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 January 1, 2001, and
      shall continue for an initial term of three (3) years.  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, payable monthly, in
      the amount of $1,000.00 per month.  Employee's salary expense shall
      accrue until the Company has a net income of $50,000.  Fifty percent
      (50%) of the net income from Employer's operations before tax shall go
      towards paying down the accrued salary liability.

  4.  Duties/Limitations.  During the term of this Agreement, Employee shall
      initially serve i) on the board of directors for Employer ii) as
      president, secretary and treasurer of Employer.  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

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      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 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

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      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.

  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.

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      (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
          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.

  WALLIN ENGINES CORPORATION   (Employer)

     /S/ MICHAEL LINN
  ______________________________________
  By:  Michael Linn, President


  MICHAEL LINN  (Employee)

     /S/ MICHAEL LINN
  ______________________________________
  By:  Michael Linn, an Individual


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