CHIEF EXECUTIVE OFFICER ENGAGEMENT AGREEMENT

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         THIS AGREEMENT (this "Agreement") is made and effective this first day

of October 2003 (the "Commencement Date"), by and between FRED WEISMILLER

("CEO") and CERISTAR, INC., a Delaware corporation (the "Company" or "Employer")

for the employment of CEO by the Company.



         NOW, THEREFORE, the parties agree as follows:



         1. Employment. As of the Commencement Date, Employer hereby employs CEO

as the Company's Chief Executive Officer and President under the terms and

conditions set forth herein.



         2. Term of Employment. Employer hereby employs the CEO and the CEO

hereby accepts employment under this Agreement effective October 9, 2003 (the

Commencement Date) and continuing for a period of twelve (12) months through

October 8, 2004. Subject to the provisions of termination set forth in Section 8

hereof, renewal of this Agreement shall be automatic for successive one-year

periods unless: (i) the CEO shall have given written notice to the Employer at

least thirty (30) days prior to the expiration of the then current Term that he

does not intend to renew, or (ii) the Company shall have given written notice to

the CEO not less than sixty (60) days prior to the expiration of the then

current Term of its intent to not renew the Agreement, whereupon, in either

case, this Agreement shall expire at the end of the then current Term. Reference

to "Term" herein shall refer to both the initial term and any such successive

renewal period.



         3. Duties of CEO.



         (a) Chief Executive Officer and President. CEO shall serve as the

Company's Chief Executive Officer and President and shall assume such duties and

responsibilities that are customary for chief executives of corporations in the

Company's business, subject at all times to the direction and control of the

Board of Directors. CEO will perform his services at the Company's offices in

Salt Lake City, Utah, or other offices as determined by the CEO.



         (b) Election to the Company's Board of Directors. Effective upon the

Commencement Date, CEO shall be elected to fill a current vacancy on the

Company's Board of Directors (the "Board") and shall serve on the Board until

the CEO is re-elected or his successor is officially elected. During the Term of

this Agreement, the Company shall cause the CEO to be included in the Company's

slate of candidates for election to the Board.



         4. (a) Funding. The Company understands that for CEO to perform his

duties under this agreement adequate and timely funding must be provided. As

such the company agrees to:



              (i) Initial funding of $250,000 will be placed into the Company

accounts no later then 15 days following the commencement date.



              (ii) Subsequent funding equal to the lesser amount of a of $2.5m

or amount approved in the CeriStar business plan will be placed into the

accounts of the company by 120 days from the approval by the Board of Directors

of the CeriStar business plan.



              (iii) The company will have authorized the CEO to exercise all

control, except as CEO specifically delegates, over the disposition of those

funds as of the commencement date.



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         5. Compensation and Expenses.



         (a) Base Salary. For the services of the CEO to be rendered under this

Agreement, the Company will pay the CEO a monthly base salary of $7,500 (as

increased from time to time by the Board, the "Base Salary"). The Company will

pay the CEO his Base Salary per regular company payroll schedules.

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