Principal Participation Agreement - NS8 CORP - 4-15-2004

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Principal Participation Agreement - NS8 CORP - 4-15-2004 Powered By Docstoc
					                                           EXHIBIT 10.7
                               PRINCIPAL PARTICIPATION AGREEMENT

THIS AGREEMENT is made as of the 1st day of June, 2003

BETWEEN:
CANONLINE GLOBAL MEDIA INC., a Company incorporated under the laws of the Province of British
Columbia, having its registered office at 200 - 1311 Howe Street, Vancouver, British Columbia, Canada, V6Z
2P3

                                         (hereinafter called the "Company")

                                             OF THE FIRST PART

AND:
MICHAEL W. WAAGE, Businessman, of 7120 Greenridge Drive, Eden Prairie, Minnesota, USA

                                            (hereinafter called "Waage")

                                            OF THE SECOND PART

WHEREAS:

A. Pursuant to a certain Principal Participation Agreement dated March 10, 2000 (the "First Participation
Agreement") the Company and Waage agreed to certain terms regarding Waage providing certain services to the
Company. Due to other commitments, Waage has not been providing his services to the Company as
contemplated by the First Participation Agreement. However, Waage now wishes to provide his services to the
Company on a full-time basis and the Company now wishes to engage his services on a full time basis according
to the terms of this agreement.

B. The Company and Waage wish to formally document the terms and conditions of their relationship.
Accordingly, the Company and Waage have mutually agreed to enter into this agreement (the "Agreement") for
the purposes stated herein upon the terms and conditions set forth below and with the intent that this Agreement
will completely supercede the First Participation Agreement and the terms and provisions thereof which are
herein mutually deemed to be void ab initio.

NOW THEREFORE in consideration of the mutual covenants, premises and conditions herein contained the
parties hereto have agreed each with the other as follows:
1. Engagement of Services

The Company hereby engages Waage on a full-time basis to perform the following services for the Company:
introducing venture capital and financing firms to the Company for the purpose of financing its business; facilitating
the introduction

                                                       E - 89
of the Company's services and products to other companies, businesses and governmental organizations for the
purpose of generating potential sales; and promoting inventory listings; and performing such other services that
might reasonably relate thereto (collectively called the "Services") as may be designated by the Board of
Directors (the "Board") of the Company including acting as the Company's Vice-President of Global Sales and
Marketing at the pleasure of the Board. Waage agrees to perform the Services for the Company pursuant to the
terms of this Agreement and as may be directed by the Board or its designated senior officers.
2. Term of Engagement

The term (the "Term") of engagement of Waage pursuant to this Agreement will initially be for a period of two (2)
years extending from June 1, 2003 to and including May 31, 2005 and may be extended thereafter on the
anniversary date of this Agreement for consecutive Terms of two (2) year each.

3. Compensation

3.1 Subject to the successful completion of the financing proposed by the Company (the "Financing"), during the
Term of this Agreement Waage will receive a commission (the "Commission") as and when the Commission is
determined and declared by the Board. The Commission, if any, will be equal to percentage (to be determined by
the Board) of the base inventory value of all products listed and sold on the Company's Reelindie Global
Network and other sites (the "Sites") by companies or businesses that have been exclusively registered by Waage
with the Company.

3.2 Subject to the successful Financing, during the Term of this Agreement Waage will receive a base salary of
$78,000 USD per annum (the "Base Salary") that will be subject to annual review by the Board or any
committee appointed by the Board to whom that function has been delegated.

3.3 Waage will be eligible to receive Common Shares of the Company in the form stock options (the "Stock
Options") exercisable at a price per Share as and when the Stock Options may be determined by the Board in its
sole absolute discretion. All Stock Options are subject to the terms and conditions of the Company's Vesting and
Lock-up Agreement at the time the Stock Options are exercised. Subject to the approval of the Board, the
Company may, in its sole discretion, exercise the Stock Options for Waage at any time as a form of
compensation or Waage will have up to the close of business on the dates specified in the Option Contract to
exercise the Stock Options. If the Company does not exercise the Stock Options or if Waage does not exercise
the Stock Options on or before the expiration dates specified in the Option Contract, then the Stock Options will
be cancelled and the Option Contract terminated.

3.4 Subject to the successful Financing, during the Term of this Agreement Waage will be provided with
extended medical and dental insurance coverage that will include all family members of Waage that are
"dependants" of Waage as that term is defined in accordance with the applicable IRS rules and regulations.

                                                     E - 90
4. Sales and Service Office and Ancillary Equipment

Subject to the successful Financing of the Company:

4.1 Waage will be authorized and enabled by the Company to establish a sale and service office ("Sales and
Service Office") in the State of Minnesota for and on behalf of the Company. The Sales and Service Office will
be utilized and maintained exclusively for the purpose of carrying out necessary sales, service and marketing
activities of the Company. Initially the Sales and Service Office will have a limited number of personnel including
certain budget restrictions with respect to initial operating costs. Subsequently, the budget for the Sales and
Service Office will be re-evaluated and established by the Board in consultation with Waage from time to time.

4.2 The Company agrees to supply Waage with a motor vehicle that is to be used in connection with the sales
and service functions of the Sales and Service Office. The Board will determine the make, model and type of
vehicle. Maintenance, leasing costs, insurance and fuel costs for the vehicle will be paid for by the Company.

4.3 The Company agrees to supply Waage with a cell phone and a lap-top computer that will be paid for by the
Company and are to be used in connection with the sales and service functions of the Sales and Service Office.

4.4 The Company agrees to pay for the cost of all travel, ground transportation, lodging, food and other
necessary costs of Waage in connection with performing his functions described in this Agreement.

5. Further Acts and Agreements

Waage agrees to perform such further acts and execute such other agreements and documents as might be
reasonably necessary to fully implement the intent and purpose of this Agreement.

6. Severability

If any provision or part of this Agreement is declared to be void or otherwise invalid by a court of competent
jurisdiction, the remaining provisions or parts of this Agreement will remain in full force and effect.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the engagement of
Waage to provide the Services and perform the duties and obligations as contemplated by the parties. Any other
previous agreements, written or oral, express or implied, between the parties or on their behalf, relating to these
matters are terminated and cancelled unless the parties hereto have expressly confirmed in writing that any such
agreements will survive this Agreement. Each of the parties release and forever discharges the other of and from
all manner of actions, causes of action, claims and demands

                                                       E - 91
whatsoever, under or in respect of any prior agreement including, without limitation, the First Participation
Agreement.

8. Confidentiality

Waage understands and hereby agrees that any information or documentation provided to him by or on behalf of
the Company or for submission or presentation to prospective investors or customers is confidential and
privileged. Any information or documentation provided to Waage must not be duplicated in any form or medium
or presented or submitted to any other party other than direct recipients of documents and information as
permitted for the purposes of performing the Services. Waage understands and agrees that prior to the
submission of any offering circulars, memorandum, prospectus, business plan, proprietary information or other
intellectual property ("Confidential Documents") to any prospective investors or customers, that a non-
circumvention and confidentiality agreement must first be executed by the recipient and registered with the
Company. Any prospective investors or customers not participating in the financing of the Company's business or
concluding agreements with the Company must return any and all Confidential Documents to the Company. All of
the foregoing provisions of this Section 8 will survive the termination of this Agreement.

9. Modification of Agreement

Any modification to this Agreement must be in writing and signed by the parties hereto or it will have no effect
and will be void.

10. Headings

The headings used in this Agreement are for convenience only and are not to be construed in any way as
additions to or limitations of the covenants and agreements contained herein.

11. Governing Law

This Agreement shall be construed in accordance with the laws of the State of Washington, USA.

12. Use of Grammar

In this Agreement words importing the masculine gender include the feminine or neuter gender and words
importing the singular include the plural and vice versa.

13. Enurement

This Agreement shall enure to the benefit of and be binding upon the successors and assigns of each of the parties
hereto and the heirs, executors, administrators and other legal representatives of Waage.

                                                       E - 92
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written
above.

         EXECUTED BY CANONLINE GLOBAL                              )
         MEDIA INC. in the presence of its                         )
         duly Authorized Signatories in that         be    half    )
                                                                   )
                                                                   )
                                                                   )
         Per:                                                      )     [CORPORATE SEAL OF
                -----------------------------                      )      CANONLINE MEDIA
                  Peter Hogendoorn, Director                       )      CORPORATION]
                                                                   )
                                                                   )
         Per:                                                      )
                -----------------------------                      )
                  Leslie J. Ames, Director                         )




         SIGNED, SEALED    AND DELIVERED                           )
         By MICHAEL W.     WAAGE in the     presence      of:      )
                                                                   )
                                                                   )
                                                                   )
                -----------------------------                      )         -----------------
                Signature of Witness                               )         MICHAEL W. WAAGE




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                                                 EXHIBIT 10.8

                               PRINCIPAL EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement"), effective June 1, 2002 ("Effective Date"), is made
between, a CANONLINE GLOBAL MEDIA, INC. (USA), a Washington corporation ("Employer"), and
BRENT RICHARD BYSOUTH ("Principal").

                                                   RECITALS

A. Employer is in the business (the "Business") of software development, digital media communications, and the
development and operation of Internet websites and services.

B. On March 15, 2000 the Principal was appointed as a Director, President and Chief Executive Officer
("CEO") of the Employer and he has served as President and CEO until January 15, 2002. Principal continues to
act in the position of Director.

C. Employer desires to obtain the services of Principal as its Chief Technology Architect, in which capacity
Principal has access to Employer's Confidential Information (as hereinafter defined), and to obtain assurance that
Principal will protect Employer's Confidential Information and will not compete with Employer or solicit its
customers or its other Principals during the term of employment and for a reasonable period of time after
termination of employment pursuant to this Agreement, and Principal is willing to agree to these terms.

D. Principal desires to be assured of the salary, bonus opportunity and other benefits provided for in this
Agreement and, as additional consideration, to obtain the stock options that Employer is willing to grant.

                                                 AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:

                                               I. EMPLOYMENT

. Employer hereby employs Principal, and Principal agrees to be employed as Chief Technology Architect.
Principal will report initially to Anthony J. Alda, the Chairman of the Board of Directors of Employer (the
"Chairman"). Changes may be made from time to time by Employer in its sole discretion to the duties, reporting
relationships and title of Principal. Principal will devote full time and attention to achieving the purposes and
discharging the responsibilities indicated on Exhibit A to this Agreement. Principal will comply with all rules,
policies and procedures of Employer as modified from time to time, including without limitation, rules and
procedures set forth in the Employer's Principal handbook, supervisor's manuals and operating manuals. Principal
will perform all of Principal's responsibilities in compliance with all applicable laws and will ensure that the
operations that Principal manages are in compliance with all applicable laws. During Principal's employment,
Principal will not engage in any other business activity which, in the

                                                       E - 94
reasonable judgment of the Chairman of Employer, conflicts with the duties of Principal under this Agreement,
whether or not such activity is pursued for gain, profit or other pecuniary advantage.

II. TERM OF EMPLOYMENT

. The term of employment ("Term") will not be for a definite period, but rather continue indefinitely until
terminated in accordance with the terms and conditions of this Agreement.

III. COMPENSATION AND STOCK OPTIONS

. For the duration of Principal's employment hereunder, the Principal will be entitled to compensation which will
be computed and paid pursuant to the following subparagraphs.

3.1 Base Salary

. Employer will pay to Principal a base annual salary ("Base Salary") at an annual rate of One Hundred and
Twenty Thousand Dollars ($120,000.00 USD), payable in such installments (but in no event less than monthly),
subject to withholdings and deductions as required or permitted by law, as is Employer's policy with respect to
other Principals. Principal's Base Salary will be reviewed every six months by the Chairman of Employer during
the term of Principal's employment and may be adjusted in the sole discretion of Employer based on such review,
but will not be reduced by Employer unless a material adverse change in the financial condition or operations of
Employer has occurred or unless Principal's responsibilities are altered to reflect less responsibility.

3.2 Incentive Bonus

. Principal will participate in Employer's annual incentive bonus plan in accordance with which Principal may earn
an annual incentive bonus. The terms of the annual incentive bonus plan, including the criteria upon which
Principal can earn the maximum bonus, will be determined annually by Employer's Board of Directors or its
Chairman if so delegated to the Chairman or to its Compensation Committee if so delegated to Compensation
Committee. The Principal may earn an annual incentive of up to Fifty Percent (50%) of Base Salary. Principal
may also participate in other bonus or incentive plans adopted by Employer that are applicable to Principal's
position, as they may be changed from time to time, but nothing herein shall require the adoption or maintenance
of any such plan.

3.3 Incentive Stock Options

. Upon execution of this Agreement, Employer will grant to Principal to participate in any Stock Option Plan or
Eligible Stock Option Pool to be administered by the Board of Directors or the Compensation Committee of the
Company.

3.4 Percent of Sales Benefit

Employer will pay Principal two percent (2.0%) of the gross sales (the "Sales Benefit") of the Employer, its
affiliates and subsidiaries for so long as

                                                       E - 95
Principal remains in the position of Chief Technology Architect of the Employer or any of its affiliates or
subsidiaries, or holds the position of a Director or a senior executive of the Employer. The Sales Benefit will be
paid to the Principal in the form of a cash bonus on a yearly basis as soon as the amount of the Sales Benefit can
be determined. The Sales Benefit will be paid in addition to all stock options or other benefits that the Principal
may be entitled to receive.

IV. OTHER BENEFITS

4.1 Certain Benefits

. Principal will be eligible to participate in all Principal benefit programs established by Employer that are
applicable to management personnel such as medical, dental, travel insurance, pension, disability and life
insurance plans (the "Benefits") on a basis commensurate with Principal's position and in accordance with
Employer's policies from time to time. Employer agrees to provide Principal with all such Benefits whether
Principal resides or is traveling in the United States of America, Canada, or elsewhere.

4.2 Vacations, Holidays and Expenses

. For the duration of Principal's employment hereunder, Principal will be provided such holidays, sick leave and
vacation as Employer makes available to its management level Principals generally. Employer will reimburse
Principal in accordance with company policies and procedures for reasonable expenses necessarily incurred in
the performance of duties hereunder against appropriate receipts and vouchers indicating the specific business
purpose for each such expenditure. Without limiting the generality of the foregoing, Principal will be entitled to
four weeks paid vacation in each year, the time of which will be mutually agreed by Employer and Principal,
during which no services are required to be rendered hereunder. Provided, however that in the event that
Employer policy only allows its senior executives a maximum of 10 business days for annual paid vacation, then
Principal is entitled to those 10 business days of paid vacation and in addition, Employer will pay the Principal for
20 business days of additional vacation at a compensation of US$300.00 per day in lieu of vacation time during
which no services are required to be rendered hereunder. If Principal takes the four weeks of vacation, then the
Employer agrees to pay Principal for the cost of reasonable airline travel and accommodations not exceeding in
the aggregate US$6,000.00.

4.3 Personal Expense Allowance

In addition to the reimbursement to by Employer to Principal of expenses as described in Section 4.2 above,
Employer agrees to pay to Principal a personal expense allowance of not greater than $2,000 USD per month
provided that Principal gives Employer a written accounting of the expenses incurred. In addition, Employer
agrees to pay for any club fees and dues in respect of health and sport clubs, entertainment centers, and the like
that Principal is a member or otherwise utilizes.

4.4 Moving and Residential Allowance

                                                       E - 96
If the Principal is required to relocate his residence for the purpose of carrying out his duties under this
Agreement or his duties as an officer or director of the Employer, its affiliates or subsidiaries, the Employer
agrees to compensate the Principal for all expenses related to relocating and establishing his residence, the rental
of a residence (house or apartment as is appropriate) and a vehicle for an aggregate amount not to exceed
US$9,500 per month. In addition, Employer agrees to provide Principal with a furnishing allowance if the
Principal needs to furnish any residence for his day to day living including any costs related to storage, cleaning,
maintenance, and child day care.

4.5 Automobile Expenses

Without limiting the generality of the foregoing, Employer agrees to pay Principal mileage at the rate of $0.50 per
kilometre for his use of Principal's vehicle for Employer's business or $375 per month whichever is greater. All
reasonable travel and related expenses incurred by Principal while attending to the business of the Employer will
be fully reimbursed by the Employer in a like manner as described above. Employer agrees to provide Principal
with a leased vehicle having lease payments not exceeding US$850 per month, including vehicle insurance and all
maintenance and repair costs of the vehicle. If the Principal is terminated by Employer for any reason pursuant to
this Agreement, all lease payments in respect of the vehicle, including all ongoing insurance and maintenance
costs, shall be paid for by the Employer.

4.6 Office and Staff

The Employer, at its own cost, shall provide Principal with appropriate offices and staff assistance, which offices
and staff will be primarily located at the Employer's operations in Greater Vancouver Metropolitan Area, British
Columbia, which shall be the place of business during the Term. Employer will purchase and provide for the
Principal's use all equipment, supplies, facilities and other amenities necessary for the Principal to properly
perform his duties and assignments.

4.7 Key Man Insurance

The Employer reserves the right to retain life insurance on the life of Principal in an amount of up to $3,500,000.
Principal will cooperate with Employer in securing such insurance. The costs of such insurance will be borne
entirely by the Employer and the benefits of such insurance will be entirely the property of the Employer.

                          V. TERMINATION OR DISCHARGE BY EMPLOYER

5.1 For Cause

. Employer will have the right to immediately terminate Principal's services and this Agreement for Cause. "Cause"
means: any breach of this Agreement by Principal, including, without limitation, breach of Principal's covenants in
Sections 7, 8, 9 and 10; any failure to perform assigned job responsibilities that continues unremedied for a
period of thirty (30) days after written notice to Principal by Employer; conviction of a felony or failure to contest
prosecution for a felony; the Employer's reasonable belief that Principal engaged in a violation of any statute, rule
or regulation, any of

                                                       E - 97
which in the judgment of Employer is harmful to the Business or to Employer's reputation; the Employer's
reasonable belief that Principal engaged in unethical practices, dishonesty or disloyalty; or any reason that would
constitute Cause under the laws the State of Washington.

5.2 Without Cause

. Employer may terminate Principal's employment under this Agreement without cause and without advance
notice; provided, however, that Employer will continue to pay, as severance pay, Principal's Base Salary in cash
at the rate in effect on the termination date through the date that is thirty-six (36) months from the termination date
payable in the manner stated in Section 6.2.

VI. TERMINATION BY PRINCIPAL

. Principal may terminate Principal's employment under this Agreement for any reason provided that Principal
gives Employer at least thirty (30) days' notice in writing. Employer may, at its option, accelerate such termination
date to any date at least two weeks after Principal's notice of termination. Employer may also, at its option,
relieve Principal of all duties and authority after notice of termination has been provided.

6.1 Termination By Principal for Good Reason

. Principal's employment pursuant to this Agreement shall terminate prior to the expiration of the Term or
following a Change in Control in the event Principal shall determine that there is "Good Reason" to terminate his
employment, which shall mean the following:

(a) Employer's material breach of the terms of this Agreement or any other written agreement between Principal
and Employer;

(b) the assignment to Principal of any duties that are substantially inconsistent with or materially diminish
Principal's position prior to execution of this Agreement or prior to a Change in Control;

(c) a material reduction of Principal's salary, or material adverse modifications to the stock option awarded to
Principal under Section 3.3, above, or to the Stock Plan (or any similar stock option plan), or a material
reduction in the Principal's total compensation hereunder; or

(d) a requirement that the Principal be based at any office or location more than 50 miles from Principal's primary
work location prior to the Effective Date of this Agreement or prior to a Change in Control.

Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction or requirement under
Subsections (i), (ii), (iii) and
(iv), above, after Principal provides Employer written notice of the actions or omissions constituting such breach,
assignment, reduction or requirement.

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If Principal resigns his employment for Good Reason, or Employer terminates Principal's employment under this
Agreement without cause, or Principal voluntary terminates his employment under this Agreement for any reason
(other than for Good Reason), then Principal shall be paid (i) his salary through the date of termination, (ii) for any
unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement under
Employer's then current policy on business expenses.

In addition, Principal shall receive in cash as severance pay an amount equal to Principal's annual salary on the
termination date, computed on a monthly basis, multiplied by thirty-six (36) months. Principal shall only be
entitled to such severance pay if both Employer and Principal sign (and then Principal does not rescind, as may
be permitted by law) a mutual general release of claims in a form mutually acceptable to both parties (provided,
however, that such release of claims shall only require each party to release the other party from claims relating
directly to Principal's employment and the termination thereof, and shall not require Principal to release claims
relating to vested Principal benefits or relating to other matters, including, but not limited to, claims relating to his
status as a shareholder of CanOnline Global Media, Inc. (USA) or any of its affiliates or subsidiaries. Any
severance payments made under this
Section 10 shall be paid to Employee in one lump sum payment within thirty (30) days after termination or
resignation.

In addition, Employer shall:

(a) make a cash payment to the Principal of an amount equal to the total amount of the Sales Benefit for the then
current year multiplied by three
(3) years in one lump sum payment within thirty (30) days after determination of the amount of the Sales Benefit;

(b) cause all stock options of the Principal, whether unvested or unexercised to be automatically and immediately
vested by the Employer for the benefit of Principal, and all unexercised options will be exercised for the benefit of
Principal at the sole cost of the Employer at the price set for those options; and

(c) cause all of Principal's rights to any other unvested benefits and any other compensation or payments to be
automatically and immediately vested by the Employer for the benefit of Principal.

6.2 Definition of Change in Control

. For purposes of this Agreement, Change in Control shall mean the occurrence of any of the following events:

(a) Any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) is or becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing more than fifty percent (50%) of the total voting power represented by
the Company's then outstanding voting securities without the approval of the Board of Directors of the Company,
unless

                                                          E - 99
the Board of Directors specifically designates such acquisition to be a change of control; or

A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company,
other than a merger or consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or into
voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the
voting securities of the Company or such surviving entity outstanding immediately after such merger or
consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.

6.3 Board Observation on Termination

Employer agrees that if Principal is terminated as a member of the Board of Directors of the Employer or is
terminated from his position with the Employer pursuant to this Agreement, then Principal shall have the right to
receive notice of, attend, observe and participate in all meetings of the Board. Provided, however, Principal will
not be entitled to cast a vote on any issues before the Board but Principal is permitted to be present during any
voting process.

VII. COVENANT NOT TO COMPETE

. During Principal's employment by Employer and for a period expiring two
(2) years after the termination of Principal's employment for any reason, Principal covenants and agrees that
Principal will not:

(a) Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by,
participate in, or be connected, in any manner, with the ownership, management, operation or control of any
business that competes with the Business or that competes with Employer or any of its affiliates or that is engaged
in any type of business which, at any time during Principal's employment with Employer, Employer or any of its
affiliates planned to develop.

(b) Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, Principal
or agent of Employer or any of its affiliates to alter or discontinue a relationship with Employer or to do any act
that is inconsistent with the interests of Employer or any of its affiliates;

(c) Directly or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of
Employer or any of its affiliates; or

(d) Directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of
Employer or any of its affiliates to alter or discontinue its relationship with Employer or any of its affiliates.

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For the purposes of this Section 7, businesses that are deemed to compete with Employer include, without
limitation, businesses engaged in software development, digital media communications, and the development and
operation of Internet websites and services. Because Employer does business in the United States of America
and Canada, the geographic scope of the prohibitions in this
Section 7 shall be the United States of America and Canada. Notwithstanding Principal's obligations under this
Section 7, Principal will be entitled to own, as a passive investor, up to five percent (5%) of any publicly traded
company without violating this provision.

Employer and Principal agree that: this provision does not impose an undue hardship on Principal and is not
injurious to the public; that this provision is necessary to protect the business of Employer and its affiliates; the
nature of Principal's responsibilities with Employer under this Agreement require Principal to have access to
confidential information which is valuable and confidential to all of the Business; the scope of this Section 7 is
reasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 7,
including consideration herein.

VIII. CONFIDENTIAL INFORMATION

. Principal recognizes that Employer's Business and continued success depend upon the use and protection of
confidential and proprietary business information, including, without limitation, the information and technology
developed by or available through licenses to Employer related to its decision support and expert systems, to
which Principal has access (all such information being "Confidential Information"). For purposes of this
Agreement, the phrase "Confidential Information" includes, for Employer and its current or future subsidiaries and
affiliates, without limitation, and whether or not specifically designated as confidential or proprietary: all business
plans and marketing strategies; information concerning existing and prospective markets and customers; financial
information; information concerning the development of new products and services; information concerning any
personnel of Employer (including, without limitation, skills and compensation information); and technical and non-
technical data related to software programs, designs, specifications, compilations, inventions, improvements,
methods, processes, procedures and techniques; provided, however, that the phrase does not include information
that (a) was lawfully in Principal's possession prior to disclosure of such information by Employer; (b) was, or at
any time becomes, available in the public domain other than through a violation of this Agreement; (c) is
documented by Principal as having been developed by Principal outside the scope of Principal's employment and
independently; or (d) is furnished to Principal by a third party not under an obligation of confidentiality to
Employer. Principal agrees that during Principal's employment and after termination of employment irrespective of
cause, Principal will use Confidential Information only for the benefit of Employer and will not directly or
indirectly use or divulge, or permit others to use or divulge, any Confidential Information for any reason, except
as authorized by Employer. Principal's obligation under this Agreement is in addition to any obligations Principal
has under state or federal law. Principal agrees to deliver to Employer immediately upon termination of Principal's
employment, or at any time Employer so requests, all tangible items containing any Confidential Information
(including, without limitation, all memoranda, photographs, records, reports, manuals, drawings, blueprints,
prototypes, notes taken by or provided to Principal, and any other documents or items of a confidential nature
belonging to Employer), together with all copies of such material in Principal's possession or control. Principal
agrees that in

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the course of Principal's employment with Employer, Principal will not violate in any way the rights that any entity
has with regard to trade secrets or proprietary or confidential information. Principal's obligations under this
Section 8 are indefinite in term and shall survive the termination of this Agreement.

IX. WORK PRODUCT AND COPYRIGHTS

. Principal agrees that all right, title and interest in and to the materials resulting from the performance of
Principal's duties at Employer and all copies thereof, including works in progress, in whatever media, (the
"Work"), will be and remain in Employer upon their creation. Principal will mark all Work with Employer's
copyright or other proprietary notice as directed by Employer. Principal further agrees:

A. To the extent that any portion of the Work constitutes a work protectable under the copyright laws of the
United States (the "Copyright Law"), that all such Work will be considered a "work made for hire" as such term
is used and defined in the Copyright Law, and that Employer will be considered the "author" of such portion of
the Work and the sole and exclusive owner throughout the world of copyright therein; and

B. If any portion of the Work does not qualify as a "work made for hire" as such term is used and defined in the
Copyright Law, that Principal hereby assigns and agrees to assign to Employer, without further consideration, all
right, title and interest in and to such Work or in any such portion thereof and any copyright therein and further
agrees to execute and deliver to Employer, upon request, appropriate assignments of such Work and copyright
therein and such other documents and instruments as Employer may request to fully and completely assign such
Work and copyright therein to Employer, its successors or nominees, and that Principal hereby appoints
Employer as attorney-in-fact to execute and deliver any such documents on Principal's behalf in the event
Principal should fail or refuse to do so within a reasonable period following Employer's request.

                                       X. INVENTIONS AND PATENTS

. For purposes of this Agreement, "Inventions" includes, without limitation, information, inventions, contributions,
improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during
work hours. Principal agrees that all Inventions conceived or made by Principal during the period of employment
with Employer belong to Employer, provided they grow out of Principal's work with Employer or are related in
some manner to the Business, including, without limitation, research and product development, and projected
business of Employer or its affiliated companies. Accordingly, Principal will:

(a) Make adequate written records of such Inventions, which records will be Employer's property;

(b) Assign to Employer, at its request, any rights Principal may have to such Inventions for the U.S. and all
foreign countries;

                                                       E - 102
(c) Waive and agree not to assert any moral rights Principal may have or acquire in any Inventions and agree to
provide written waivers from time to time as requested by Employer; and

(d) Assist Employer (at Employer's expense) in obtaining and maintaining patents or copyright registrations with
respect to such Inventions.

Principal understands and agrees that Employer or its designee will determine, in its sole and absolute discretion,
whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set
forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay
to Principal, either during or after the term of this Agreement, the following amounts if Principal is sole inventor, or
Principal's proportionate share if Principal is joint inventor:
$750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent
resulting from such initial patent application, provided Principal is named as an inventor in the patent.

Principal further agrees that Principal will promptly disclose in writing to Employer during the term of Principal's
employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment
or thereafter (whether or not Employer has rights in such Inventions) so that Principal's rights and Employer's
rights in such Inventions can be determined. Except as set forth on the initialed Exhibit C (List of Inventions) to
this Agreement, if any, Principal represents and warrants that Principal has no Inventions, software, writings or
other works of authorship useful to Employer in the normal course of the Business, which were conceived, made
or written prior to the date of this Agreement and which are excluded from the operation of this Agreement

NOTICE: IN ACCORDANCE WITH WASHINGTON LAW, THIS SECTION 10 DOES NOT
APPLY TO INVENTIONS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE
SECRET INFORMATION OF EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY
ON PRINCIPAL'S OWN TIME, UNLESS: (A) THE INVENTION RELATES (I) DIRECTLY TO THE
BUSINESS OF EMPLOYER OR (II) TO EMPLOYER'S ACTUAL OR DEMONSTRABLY
ANTICIPATED RESEARCH OR DEVELOPMENT, OR (B) THE INVENTION RESULTS FROM ANY
WORK PERFORMED BY PRINCIPAL FOR EMPLOYER.

                        Reassignment of Inventions, Patents and Works to Principal

If the Principal assigns or transfers any Inventions, Patents, Works or other intellectual property rights
(collectively, "Intellectual Property") to Employer, or any of its affiliates or subsidiaries, before or during the term
of this Agreement, and the Employer becomes insolvent or can no longer continue to successfully commercialize
the Intellectual Property, then Principal shall have the right to absolutely reacquire such Intellectual Property from
Employer, or its affiliates or subsidiaries, as the case may be, upon request and the payment of the sum of $10.00
to the party to whom the Intellectual Property has been assigned or transferred. Employer or its affiliates or
subsidiaries, as the case may be, shall then absolutely transfer and assign all right, tile and interest in and to the
Intellectual Property to the Principal free and clear of all claims and encumbrances whatsoever. Provided,
however that if Employer, or any of its affiliates or subsidiaries (as the case may be) transfers, or enters into a
binding agreement to transfer, the Intellectual Property, or any part of it, to a bona fide third party for value then
Principal agrees to grant a full

                                                       E - 103
release of its rights hereunder to reacquire that part of the Intellectual Property that was or is agreed to
transferred to such bona fide third party.

XI. REMEDIES

. Notwithstanding other provisions of this Agreement regarding dispute resolution, Principal agrees that Principal's
violation of any of Sections 7, 8, 9 or 10 of this Agreement would cause Employer irreparable harm which would
not be adequately compensated by monetary damages and that an injunction may be granted by any court or
courts having jurisdiction, restraining Principal from violation of the terms of this Agreement, upon any breach or
threatened breach of Principal of the obligations set forth in any of Sections 7, 8, 9 or 10. The preceding sentence
shall not be construed to limit Employer from any other relief or damages to which it may be entitled as a result of
Principal's breach of any provision of this Agreement, including Sections 7, 8, 9 or 10. Principal also agrees that a
violation of any of Sections 7, 8, 9 or 10 would entitle Employer, in addition to all other remedies available at law
or equity, to recover from Principal any and all funds, including, without limitation, wages, salary and profits,
which will be held by Principal in constructive trust for Employer, received by Principal in connection with such
violation.

XII. DISPUTE RESOLUTION

. Except for the right of Employer and Principal to seek injunctive relief in court, any controversy, claim or dispute
of any type arising out of or relating to Principal's employment or the provisions of this Agreement shall be
resolved in accordance with this Section 12 regarding resolution of disputes, which will be the sole and exclusive
procedure for the resolution of any disputes. This Agreement shall be enforced in accordance with the Federal
Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these
provisions include, without limitation, claims or disputes based on statute, contract, common law and tort and will
include, for example, matters pertaining to termination, discrimination, harassment, compensation and benefits.
Matters to be resolved under these procedures also include claims and disputes arising out of statutes such as the
Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the
Washington Minimum Wage Act, and the Washington Law Against Discrimination. Nothing in this provision is
intended to restrict Principal from submitting any matter to an administrative agency with jurisdiction over such
matter.

12.1 Mediation

. Employer and Principal will make a good faith attempt to resolve any and all claims and disputes by submitting
them to mediation in Seattle, Washington before resorting to arbitration or any other dispute resolution
procedure. The mediation of any claim or dispute must be conducted in accordance with the then-current JAMS
procedures for the resolution of employment disputes by mediation, by a mediator who has had both training and
experience as a mediator of general employment and commercial matters. If the parties to this Agreement cannot
agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS' strike list method.
Within thirty (30) days after the selection of the mediator, Employer and Principal and their respective attorneys

                                                       E - 104
will meet with the mediator for one mediation session of at least four hours. If the claim or dispute cannot be
settled during such mediation session or mutually agreed continuation of the session, either Employer or Principal
may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediation
process. All discussions connected with this mediation provision will be confidential and treated as compromise
and settlement discussions. Nothing disclosed in such discussions, which is not independently discoverable, may
be used for any purpose in any later proceeding. The mediator's fees will be paid in equal portions by Employer
and Principal, unless Employer agrees to pay all such fees.

12.2 Arbitration

. If any claim or dispute has not been resolved in accordance with Section 12.1, then the claim or dispute will be
determined by arbitration in accordance with the then-current JAMS employment arbitration rules and
procedures, except as modified herein. The arbitration will be conducted by a sole neutral arbitrator who has had
both training and experience as an arbitrator of general employment and commercial matters and who is and for
at least ten (10) years has been, a partner, a shareholder, or a member in a law firm. If Employer and Principal
cannot agree on an arbitrator, then the arbitrator will be selected by JAMS in accordance with Rule 12 of the
JAMS employment arbitration rules and procedures. No person who has served as a mediator under the
mediation provision, however, may be selected as the arbitrator for the same claim or dispute. Reasonable
discovery will be permitted and the arbitrator may decide any issue as to discovery. The arbitrator may decide
any issue as to whether or as to the extent to which any dispute is subject to the dispute resolution provisions in
Section 12 and the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration
award on the provisions of
Section 12 and applicable law and must render the award in writing, including an explanation of the reasons for
the award. Judgment upon the award may be entered by any court having jurisdiction of the matter, and the
decision of the arbitrator will be final and binding. The statute of limitations applicable to the commencement of a
lawsuit will apply to the commencement of an arbitration under Section 12.2. The arbitrator's fees will be paid in
equal portions by Employer and Principal, unless Employer agrees to pay all such fees.

XIII. FEES

. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys' fees incurred in any
litigation or dispute relating to the interpretation or enforcement of this Agreement.

XIV. DISCLOSURE

. Principal agrees fully and completely to reveal the terms of this Agreement to any future employer or potential
employer of Principal and authorizes Employer, at its election, to make such disclosure.

XV. REPRESENTATION OF PRINCIPAL

. Principal represents and warrants to Employer that Principal is free to enter into this Agreement and has no
contract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with
Principal's performance of the covenants, services and duties provided for in

                                                       E - 105
this Agreement. Principal agrees to indemnify Employer and to hold it harmless against any and all liabilities or
claims arising out of any unauthorized act or acts by Principal that, the foregoing representation and warranty to
the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment,
arrangement or understanding.

XVI. CONDITIONS OF EMPLOYMENT

. Employer's obligations to Principal under this Agreement are conditioned upon Principal's timely compliance
with requirements of the United States immigration laws if such compliance is required for the Principal's
performance of its duties and obligations hereunder.

XVII. ASSIGNABILITY

. During Principal's employment, this Agreement may not be assigned by either party without the written consent
of the other; provided, however, that Employer may assign its rights and obligations under this Agreement without
Principal's consent to a successor by sale, merger or liquidation, if such successor carries on the Business
substantially in the form in which it is being conducted at the time of the sale, merger or liquidation. This
Agreement is binding upon Principal, Principal's heirs, personal representatives and permitted assigns and on
Employer, its successors and assigns.

XVIII. NOTICES

. Any notices required or permitted to be given hereunder are sufficient if in writing and delivered by hand, by
facsimile or by registered or certified mail, to Principal at 1701 - 1600L Beach Avenue, Vancouver, British
Columbia, V6G 1Y6 or to the Chairman or President of Employer at Suite 200, 1311 Howe Street, Vancouver,
BC V6Z 2P3, or at such other address as one party may notify the other from time to time.

XIX. SEVERABILITY

. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement
constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only
that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is
no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent
permitted by law. If such modification is not possible, said provision, to the extent that it is in violation of law,
unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which
provisions will remain binding on the parties.

XX. WAIVERS

. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will
operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this Agreement
operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right
or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy
granted hereby or by law.

                                                       E - 106
XXI. GOVERNING LAW

. Except as provided in Section 12 above, the validity, construction and performance of this Agreement shall be
governed by the laws of the State of Washington without regard to the conflicts of law provisions of such laws.
The parties hereto expressly recognize and agree that the implementation of this
Section 21 is essential in light of the fact that Employer has its corporate headquarters and its principal executive
offices within the State of Washington and elsewhere, and there is a critical need for uniformity in the
interpretation and enforcement of the employment agreements between Employer and its key Principals. The
King County Superior Court, Seattle, Washington shall have exclusive jurisdiction of any lawsuit arising from or
relating to Principal's employment with, or termination from, Employer, or arising from or relating to this
Agreement. Principal consents to such venue and personal jurisdiction.

XXII. ENTIRE AGREEMENT

. This instrument contains the entire agreement of the parties with respect to the relationship between Principal
and Employer and supersedes all prior agreements and understandings, and there are no other representations or
agreements other than as stated in this Agreement related to the terms and conditions of Principal's employment.
This Agreement may be changed only by an agreement in writing signed by the party against whom enforcement
of any waiver, change, modification, extension or discharge is sought, and any such modification will be signed by
the Chairman of Employer.

                                                       E - 107
IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year
first above written.

                            CANONLINE GLOBAL MEDIA, INC. (USA)

                                                  By:

                                                Name:

                                                 Title:

                                   BRENT RICHARD BYSOUTH

                                                  By:

                                                Name:

                                                E - 108
                     ADDENDUM TO PRINCIPAL EMPLOYMENT AGREEMENT

This is an Addendum to that certain Principal Employment Agreement (the "Agreement") having an Effective Date
as of June 1, 2002 between CANONLINE GLOBAL MEDIA, INC. (USA), as "Employer", and BRENT
RICHARD BYSOUTH, as "Principal", whereby the Employer and Principal hereby mutually agree to amend the
Agreement to add the following indemnification provisions to the Agreement:

1. Indemnification of Principal

The Employer agrees to indemnify and hold harmless the Principal from and against any claims, losses, damages,
expenses or liabilities (collectively, "Losses"), including without limitation legal fees and accounting fees (subject to
the limitations set forth below), incurred in connection with investigating, preparing, defending, paying, settling or
compromising any action, claim; or proceeding (whether or not in connection with any pending or threatened
litigation in which the Principal is a named party) to which the Principal may become subject and which is related
to or arises out of the engagement or performance of the services of the Principal contemplated in this
Agreement. The Employer will not, however, be responsible to the Principal with respect to any Losses to the
extent that a court of competent jurisdiction shall have determined by a final judgment that such Losses resulted
from actions taken or omitted to be taken by the Principal due to the Principal's gross negligence or wilful
misconduct.

The Employer will reimburse the Principal for Losses as such Losses are incurred or paid, notwithstanding the
absence of judicial determination as to the propriety or enforceability of the Employer's obligation to reimburse
the Principal for such Losses and the possibility that such payments might later be held by a court of competent
jurisdiction to have been improper. To the extent that any such interim reimbursement is so held to have been
improper, the Principal shall promptly return it to the Employer, together with interest, compounded annually,
equal to the prime rate announced from time to time by Bank of America, San Francisco, California.

The Employer also agrees that Principal shall have no liability, whether at law or in equity, to the Employer or its
affiliates, directors, officers, employees, agents, advisors, representatives, control persons or stockholders,
directly or indirectly, related to or arising out of the engagement or performance of the services of the Principal
contemplated in this Agreement, except Losses incurred by the Employer to the extent a court of competent
jurisdiction shall have determined by a final judgment that such Losses resulted primarily from actions taken or
omitted to be taken by the Principal due to the Principal's gross negligence or wilful misconduct. In no event,
regardless of the legal theory advanced, shall the Principal be liable for any consequential, indirect, incidental or
special damages of any nature.

2. Addendum Incorporated into Agreement by Reference

All of the terms, provisos and conditions of this Addendum are hereby incorporated into the Agreement by
reference and shall form a part thereof for all purposes

                                                        E - 109
IN WITNESS WHEREOF, THE PARTIES HAVE DULY SIGNED AND DELIVERED THIS
ADDENDUM TO THE AGREEMENT AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

                   CANONLINE GLOBAL MEDIA, INC. (USA)

                                  By:

                                 Name:

                                  Title:

                        BRENT RICHARD BYSOUTH

                                  By:

                                 Name:

                                 E - 110
                   AMENDMENT TO PRINCIPAL EMPLOYMENT AGREEMENT

This is an amendment (the "Amendment"), made effective as of January 7, 2004, to that certain Principal
Employment Agreement (the "Agreement") having an Effective Date as of June 1, 2002 made between
CANONLINE GLOBAL MEDIA, INC. (USA), as "Employer", and BRENT RICHARD BYSOUTH, as
"Principal". The Agreement includes that certain Addendum to the Agreement made between the Employer and
Principal dated as of June 1, 2002 that was incorporated into the Agreement by reference. NS8
CORPORATION, a Delaware corporation and the parent of Canonline Global Media, Inc. (USA) is hereby
made a party to this Amendment to the Agreement.

WHEREAS, as of December 2003 Canonline Global Media, Inc. (USA) became the wholly owned subsidiary
of NS8 Corporation and the Directors and senior Officers of Canonline Global Media, Inc. (USA) became the
Directors and senior Officers of NS8 Corporation;

AND WHEREAS, NS8 Corporation, Canonline Global Media, Inc. (USA) and certain of the Directors and
senior Officers of Canonline Global Media, Inc. (USA) wish to amend their respective Principal Employment
Agreements to confirm and evidence that NS8 Corporation has agreed to adopt the Principal Employment
Agreements and be a party thereto and to make an additional amendment deleting Section 3.4 - "Percent of
Sales Benefit" provision of the Principal Employment Agreements regarding the right of the Principal to receive a
percentage of the gross sales of the Employer as defined therein;

NOW THEREFORE in consideration of the mutual covenants herein contained, and other good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Delete Section 3.4 - Percent of Sales Benefit

By this Amendment the Employer, Principal and NS8 Corporation hereby mutually agree to further amend the
Agreement by deleting in its entirety Section 3.4 - "Percent of Sales Benefit" provision of the Agreement and for
all purposes of the Agreement, as amended, and the matters contemplated therein Section 3.4 shall be deemed to
have never been a provision of the Agreement.

2. NS8 Corporation Adoption of the Agreement

                                                     E - 111
NS8 Corporation hereby absolutely agrees to adopt the Agreement, as amended, and be bound by the terms
and conditions thereof and be a party thereto as if it was party from the Effective Date of the Agreement and for
all purposes NS8 Corporation agrees to be deemed an "Employer" under the terms of the Agreement together
with and in the same manner as Canonline Global Media, Inc. (USA).

3. Amendment Incorporated into Agreement by Reference

All of the terms, provisos and conditions of this Amendment are hereby incorporated into the Agreement by
reference and shall form a part thereof for all purposes.

    IN WITNESS WHEREOF, THE PARTIES HAVE DULY SIGNED AND DELIVERED THIS

AMENDMENT TO THE AGREEMENT AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.

                               CANONLINE GLOBAL MEDIA, INC. (USA)

                                                       By:

                                                     Name:

                                                      Title:

                                       BRENT RICHARD BYSOUTH

                                                       By:

                                          Name: Brent Richard Bysouth

                                            NS8 CORPORATION

                                                       By:

                                                     Name:

                                     Title: _________________________

                                                     E - 112
                                                 EXHIBIT 10.9

                                      EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made effective as of the 29th day of January, 2004, between NS8
CORPORATION, a Company incorporated under the laws of the State of ---------------- Delaware, having
offices at Two Union Square, 601 Union Street, Suite 4200, Seattle, Washington 98101 and Suite 700, 1311
Howe Street, Vancouver, British Columbia V6Z 2P3

                         (hereinafter called "Employer" or "NS8", as the context implies)

        AND: THOMAS J. ROUTT, RESIDING AT 711 DRIFTWOOD PLACE, EDMONDS,
                  State of Washington, United States of America 98020-2663

                                       (hereinafter called the "Executive")

                                                  RECITALS

A. The Employer is in the business of designing and producing online business applications in the areas of
streaming software, digital media rights and data-content management, audio-video communications, and
corporate collaboration systems.

B. The Executive is in the business of inventing, researching and developing various technologies and providing
business, scientific and technological consulting services to high technology companies.

C. The Employer wishes to employ the Executive as its President and Co-Chief Architect and appoint him to its
Board of Directors and the Executive wishes to be employed as the President and Co-Chief Architect of the
Employer and is willing to act as a Director pursuant to the mutual covenants, terms, and conditions of this
agreement (the "Agreement").

                                                AGREEMENT

In consideration of the mutual covenants, terms, and conditions of this Agreement, the parties hereto agree as
follows:

1. APPOINTMENT AND DUTIES AS PRESIDENT AND CO-CHIEF ARCHITECT

(a) The Employer hereby appoints the Executive to the positions of President and Co-Chief Architect of NS8
and the Executive hereby accepts such appointment

                                                     E - 113
and agrees to carry out the duties, responsibilities, and obligations of that position and to duly exercise the
powers afforded to him by such appointment upon the terms and conditions set forth in this Agreement. As
President and Co-Chief Architect, the responsibilities of Executive will include, but will not be limited to, the
following:

(i) Defining the Employer's Corporate Mission Statement;

(ii) Developing and executing the Employer's business, marketing, and strategic plans;

(iii) Defining and identifying the Employer's financial requirements;

(iv) Reporting to and assisting the Board of Directors regarding strategic direction matters and business and
related opportunities;

(v) Assisting in leading the Employer to technological and competitive market dominance;

(vi) Acting as key Speaker and Spokesperson for all media related events, as may be necessary;

(vii) Executing any other duties and carrying out such other functions as might be reasonably required by the
Board of Directors of the Employer;

(viii) Preparing or assisting in the preparation of materials for shareholder or public dissemination; and

(ix) Working together with the other Co-Chief Architect to develop and design the architecture of the Employer's
technology.

(b) As President and Co-Chief Architect, the Executive's critical responsibilities and overall performance will be
reviewed by the Board of Directors of the Employer every quarter (three months) during the Term of this
Agreement (the "Review(s)"). Within 30 days after the completion of each quarterly Review the Board of
Directors will prepare a written report (the "Report(s)") that will summarize the essential elements of the relevant
quarterly Review. The Reports will include, without limiting the generality of the foregoing, the Board of
Directors' (i) evaluation of the critical responsibilities and overall performance of the Executive as President and
Co-Chief Architect of the Employer during the preceding quarter; (ii) recommendations regarding the upgrading
of the Executive's involvement in the operations of the Employer; and (iii) recommendations regarding the
increase or decrease of the Executive's duties, responsibilities and obligations as an executive of the Employer.
Upon the completion of each Report, the relevant Report will be presented to the Executive for his review and
consideration. The Executive or designated representatives of the Board of Directors may then request and
require a meeting with the other to discuss the Report and implement such action as might be deemed appropriate
in the circumstances. The failure or delay in the production of any quarterly Report will not be deemed a default
on

                                                       E - 114
the part of the Board of Directors or the Employer and any such Report may be prepared as soon as the Board
is able to do so.

(c) Executive shall complete an officers and directors questionnaire and when appropriate, provide full, true, and
accurate disclosures as may be necessary from time to time, and provide full disclosures regarding any potential
conflicts of interest and other information that might materially affect Employer or otherwise as may be required to
comply with Sarbanes-Oxley, securities laws, and other applicable legislation.

1A. APPOINTMENT TO BOARD OF DIRECTORS

The Executive shall be appointed to the Board of Directors of Employer for an initial period of one year,
commencing upon the Commencement Date hereof (as hereinafter defined), subject to removal and reelection by
the shareholders of the Employer. In the event Executive shall be removed from the Board of Directors or shall
fail to be reelected to the Board of Directors by the shareholders of the Employer, Executive shall attend Board
of Directors meetings at the pleasure of the Board of Directors during the term hereof.

2. TERM OF APPOINTMENT

The appointment of the Executive to the position of President and Co-Chief Architect shall commence January
29, 2004 (the "Commencement Date"), and shall continue until terminated in accordance with the provisions of
this Agreement. The initial six (6) months of the term hereof shall be a probationary period ("Probation Period"),
during which period the Employer may terminate Executive with cause immediately and without any advance
notice, or without cause upon two weeks advance written notice. After the expiration of the Probation Period,
Employer may only terminate Executive pursuant to Section 10 hereof.

3. COMPENSATION

(a) The fixed remuneration of the Executive for his services shall be at the rate of $180,000 USD per annum for
the first year of employment; provided, however, that at the end of the Probation Period the performance of the
Executive and Employer's business shall be reviewed and evaluated by the Board of Directors (the "Board") to
determine if the performance of Executive justifies an increase of the fixed remuneration and to determine if
Employer then has the ability to pay Executive a greater rate of fixed remuneration for the balance of the first year
of Employment or for a part thereof. If the Board determines that in all the circumstances it is appropriate that the
fixed remuneration should be increased then it will be adjusted accordingly. The fixed remuneration shall
thereafter be reviewed and adjusted on each anniversary of employment pursuant to this Agreement upon
agreement of Executive and Employer. The review will be undertaken by assessing the Executive's achievement
of the over-all objectives established by the Employer and by having regard to the market rates of remuneration
paid in the United States for similar duties and responsibilities for similar sized companies. Employer shall
withhold all federal income and payroll taxes from such compensation as required by law.

                                                      E - 115
(b) In addition to the fixed remuneration, the Executive might receive from the Employer, at the sole discretion of
Employer's Board, a cash or stock bonus payment based on a percentage of sales of the Employer's business for
each year during the period of his employment under this Agreement from and including the employment year
commencing on the Commencement Date of this Agreement (the "Sales Bonus"). If granted, the Sales Bonus will
be based on a percentage of sales to be determined by the Board upon the achievement by the Executive and the
Employer's business of certain performance benchmarks and criteria determined by the Board. The Board will
determine whether all or any part of the Sales Bonus will be paid in the form of Employer's common stock.
Employer shall withhold all federal income and payroll taxes from such compensation as required by law.

(c) Upon the date of this Agreement first written above (the "Effective Date"), Employer will grant the Executive
(i) Two Million shares of Employer's common stock as restricted shares (the "Granted Shares"), and (ii)
nonqualified stock options to acquire Two Million shares of the Employer's common stock at an exercise price
which equals the closing market price of the stock as of the Effective Date (the "NSO's), which NSO's shall be
subject to all terms, conditions, and qualifications set forth in Section 4A hereof. All such Granted Shares and
NSO's shall be forfeit to the Employer in the event the Employer terminates this Agreement in accordance with
Section 10(a)(ii) during the first year hereof calculated from the Commencement Date, or if Executive shall
terminate this Agreement during the first year hereof calculated from the Commencement Date for any reason.
The Employer will issue the share certificate representing the Granted Shares to Executive on the anniversary date
of the Commencement Date if the Granted Shares have not previously been forfeited to the Employer.

(d) In addition to the Executive's Granted Shares and NSO's, the Executive will also be able to participate, to the
extent determined by the Compensation Committee of the Board of Directors, in additional stock bonus or stock
option plans of the Employer after completing one (1) year of service to the Employer calculated from the
Commencement Date.

4. BENEFITS

(a) Automobile and Travel. The Employer shall lease an automobile selected by Executive; provided, however,
Employer's total obligation for automobile expenses, including lease costs, and reimbursement based on his actual
mileage at the rate of $0.375USD per mile, shall not exceed $600USD per month. Employer shall withhold all
federal income and payroll taxes from such compensation as required by law. Upon termination of this
Agreement for any reason, Executive may elect to retain the leased vehicle upon notice to the Employer,
reimbursement of the Employer for any lease down payment, and assumption of all lease obligations for the
remaining term of the lease. Other "non-automobile" travel expenditures will be dealt with in the manner described
in sub-paragraph
4(b). The Executive will be provided with a reasonable allowance for hotel or necessary housing in the event that
the Executive might be required to reside outside of the area of his current residential location.

                                                     E - 116
(b) Expenses. It is understood and agreed that the Executive will incur expenses in connection with his duties
under this Agreement. The Employer will reimburse the Executive for any reasonable and necessary expenses
provided that the Executive provides to the Employer an itemized written account and receipts acceptable to the
Employer within 30 days after they have been incurred. The Employer will reimburse the Executive semi-monthly
provided the Executive submits his itemized written account and receipts acceptable to the Employer on a regular
semi-monthly basis in a timely fashion. Employer shall not be obligated to reimburse Executive for any item in
excess of $2,000USD unless approved in advance by the Board.

(c) Benefit plans. Employer has arranged a benefits plan for its Canadian resident employees, including dental,
medical and extended health care benefits and life insurance. Since the Employer's existing benefits plan is unable
to accommodate the Executive because of his status as a resident of the United States of America, Executive will
be responsible for arranging a comparable benefits coverage package in the United States for the Executive and
for all personnel of Employer who are residents of the United States, with coverage to be effective upon the
Commencement Date, if possible. Employer will reimburse the Executive for premiums paid for the period after
the Commencement Date for Executive's current individual policies for dental, medical and extended health care
benefits and life insurance for Executive and his spouse until the plan for U.S. residents is implemented. Employer
will only pay the premiums for life insurance coverage included under the current individual policies for dental,
medical and extended health care benefits of Employee and his spouse and not for any other life or disability
policies covering Employee and his spouse. The life insurance coverage under the U.S. benefits coverage
package shall be in the amount provided under Employer's Canadian benefits coverage package. The Employer
will exercise all reasonable efforts to cooperate with the Executive to arrange the U.S. benefits coverage
package. The U.S. benefits plan will be subject to the approval of the Board.

(d) throughout the term hereof, the Employer shall obtain and maintain one or more policies of directors and
officers liability insurance providing coverage on a claims made basis, limits, and deductibles comparable to those
obtained by other similarly situated companies, and reasonably acceptable to Executive. Employer shall bind such
insurance no later than March 1, 2004. Employer shall maintain such insurance following the termination of this
Agreement for any reason for the statute of limitations on covered risks in respect of the period of Executive's
employment, or shall obtain tail coverage for the benefit of Executive for such period of limitations, at Employer's
expense. It is understood and agreed by the parties that while Employer will exercise all reasonable efforts to
obtain such coverage, it might be required to accept a lesser amount of coverage on less favorable terms due to
insurance market conditions. In addition, Employer shall indemnify Executive as described on Exhibit A hereto, in
addition to Executive's indemnification rights under Employer's Articles of Incorporation and Bylaws, and, in the
event such directors and officers liability insurance is not in effect as of the Commencement Date, Executive's
rights to indemnification pursuant to Exhibit A and the Employer's Articles of Incorporation and Bylaws shall be
superior to and first in priority of payment to the claims of any other officer, director, or employee, until such time
as such liability insurance is in effect.

                                                       E - 117
(e) Executive agrees that Employer will be permitted to obtain insurance coverage in respect of the Executive, if
possible, for an amount not less than $2,500,000 USD as part of Employer's key-man insurance and that the
beneficiary of such insurance in the event of the death or disability of Executive will be the Employer.

4A. TERMS AND CONDITIONS OF NSO'S

(a) The NSO's shall be exercisable at any time, in whole or in part, during the five (5) year period commencing
upon the expiration of one year following the Commencement Date of this Agreement.

(b) If at any time during the option period the Employer registers any of its securities for sale, Executive shall be
entitled to require the registration of the shares to be issued pursuant to the NSO's. Further, if at any time during
the option period the Employer shall be entitled to register the shares to be issued pursuant to the NSO's on
Form S-3, Executive shall be entitled to demand registration of such shares.

(c) Executive shall be entitled to participate in any proposed sale arrangement with other founders and/or
executives of the Employer pursuant to exemptions from registration, subject to all restrictions of the Securities
Act of 1933.

(d) The NSO's shall be nontransferable, other than to an entity in which Executive exercises 100% control, or to
a trust in which all beneficial interests are held by members of Executive's immediate family.

(e) The shares to be issued upon exercise of the NSO's are restricted shares, and, unless registered, will bear
legends imposed by the Securities Act of 1933. So long as Executive is employed by Employer, Rule 144 will
limit and control all dispositions of such shares.

(f) If at any time a purchaser is to acquire more than twenty percent (20%) of the issued and outstanding capital
stock of the Employer, then Executive shall be deemed to have exercised all NSO's then held, and the Employer
shall pay additional compensation to Executive in an amount such that, after withholding all payroll and other
taxes associated with such additional compensation, the net additional compensation shall be equal to the total tax
obligation of Executive resulting from the exercise of all NSO's then held, which net sum the Employer shall
withhold and deposit with appropriate tax authorities on behalf of Executive as provided by law.

(g) If Employer shall adopt a stock option plan after the date hereof to which the NSO's shall be subject, the
provisions of this Agreement shall control over any contrary provisions in such plan.

5. AUTHORITY

(a) The Executive shall have, subject always to the general or specific instructions and directions of the Board of
the Employer, full power and authority to manage and direct the business and affairs of the Employer (except only
the matters and duties as by law must be transacted or performed by the

                                                       E - 118
Board or by the shareholders of the Employer in a general meeting), or by the Chairman of the Board of
Directors or the Chief Executive Officer, including power and authority to enter into contracts, engagements or
commitments in the name of and on behalf of the Employer and to engage and employ and to dismiss employees
and agents of the Employer other than officers or Directors of the Employer without, in each case, the prior
approval of the Board of Directors.

(b) The Executive shall conform to all lawful instructions and directions given to him by the Board of Directors of
the Employer, and obey and carry out the Articles and By-laws of the Employer.

(c) Notwithstanding the forgoing, during the Probation Period, Executive shall not have authority, without the
prior written approval of the Board of Directors, to execute any financial transaction document on behalf of the
Employer, or to hire or terminate any executive of the Employer. In addition, during the first one year of the term
hereof, Executive shall not have authority, without the prior written approval of the Board of Directors and, when
necessary, the shareholders of the Employer, to purchase, lease, or sell, on behalf of Employer, $200,000 USD
of real estate, equipment, or intellectual properties of the Employer.

6. SERVICE

(a) The Executive, throughout the term of his appointment and except as otherwise disclosed in writing as of the
Commencement Date, shall devote his full business time and attention to the business and affairs of the Employer,
its affiliates and subsidiaries and shall not, without the consent in writing of the Board undertake any other
business or occupation or become a director, officer, employee or agent of any other company, firm, or
individual.

(b) The Executive shall well and faithfully serve the Employer, its affiliates and subsidiaries and use his best efforts
to promote the interests thereof and shall not disclose the private affairs or trade secrets of the Employer, its
affiliates, or subsidiaries to any person other than to the Directors of the Employer or disclose for any purpose
other than for those of the Employer any information the Executive might acquire in relation to the Employer's
business.

7. INTENTIONALLY OMITTED

8. CONFIDENTIAL INFORMATION

The Executive acknowledges that as the President and in any other position as the Executive may hold, the
Executive will acquire information about certain matters and things which are confidential to the Employer, and
which information is the exclusive property of the Employer. As of the Commencement Date and at all times
thereafter, Executive shall be bound by and observe the Employer's Non-Disclosure Agreement previously
executed and delivered by Executive. Further, the Executive shall at all times comply with Employer's standard
policies and procedures in office security monitoring and surveillance activities within the premises of Employer.

                                                        E - 119
9. VACATION

The Executive shall be entitled during each year to six (6) weeks paid vacation. The vacation shall be taken at the
time or times as the Board may approve. The Executive shall be allowed to carry forward any unused vacation
into the next calendar year but not further. In the event Executive does not take six (6) weeks vacation during the
first year hereof, Employer shall pay Executive an additional Five Thousand Dollars ($5,000)USD upon the one
year anniversary date of the Commencement Date unless Executive elects to carry forward any unused vacation
into the next calendar year.

10. TERMINATION OF EMPLOYMENT

(A) THE PARTIES UNDERSTAND AND AGREE THAT THIS AGREEMENT MAY BE TERMINATED
IN THE FOLLOWING MANNER IN THE SPECIFIED CIRCUMSTANCES:

(i) by the Executive, at any time, for any reason, on the giving of 8 weeks written notice to the Employer. The
Employer may waive notice, in whole or in part.

(ii) by the Employer, without any notice or pay in lieu thereof, for good cause shown. For the purposes of this
Agreement, good cause shown shall be limited to:

(1) any material breach by the Executive of the provisions of this Agreement involving deceit or fraud, or any
material breach by the Executive of the Non-Disclosure Agreement causing the Employer material damage;

(2) any conduct of the Executive which results in publicity which, in the reasonable opinion of the Employer,
which opinion shall be subject to the dispute resolution provisions hereof, brings himself or the Employer into
public disrepute;

(3) conviction of the Executive of a criminal offense punishable as a felony.

Failure by the Employer to rely on the provision of this paragraph in any given instance or instances, shall not
constitute a precedent or be deemed a waiver of its rights hereunder.

(iii) at any time after the Commencement Date by the Employer for any of the following reasons upon giving the
Executive at least one month's advance notice in writing and on paying to the Executive termination (severance)
pay in an amount equal to one month's compensation (as defined in sub-paragraph 3(a) above) for each full year
of his employment:

(1) Executive is convicted of a criminal offense (other than a felony or traffic violations);

(2) Executive fails to provide adequate reporting of progress and material results to the Board of Directors, or, in
the absence of the Board of Directors, to the Chairman of the Board of Directors;

                                                        E - 120
(3) Executive commits an act of corporate espionage, or any act constituting a breach of any of the Employer's
rules or agreements governing confidentiality of trade secrets or confidential information;

(4) Executive distributes or exchanges any confidential information regarding the Employer or its products or
services which, directly or indirectly, has a material adverse effect on the Employer or its business;

(5) Executive is convicted of any criminal or quasi-criminal offense relating to insider trading, or it is determined
by any relevant governing authority that Executive has violated any legislation, regulation, or rule relating to insider
trading;

(6) Executive fails to adequately perform his duties and responsibilities pursuant to the terms and conditions of
this Agreement or as directed by the Board of Directors of Employer; or

(7) Executive is in violation of or fails to adequately comply with any material term or condition of this Agreement
or any direction of the Board of Directors of the Employer.

(b) The parties understand and agree that the giving of notice or the payment of pay in lieu of notice by the
Employer to the Executive on termination of the Executive's employment shall not prevent the Employer from
alleging cause for the termination.

(c) On termination of employment the Executive shall immediately resign all offices held (including directorships)
in the Employer, its affiliates and subsidiaries and except as provided in this Agreement, the Executive shall not be
entitled to receive any severance payment or compensation for loss of office or otherwise by reason of the
resignation. If the Executive fails to resign as mentioned the Employer is irrevocably authorized to appoint some
person in the Executive's position, place and stead and in his name and on the Executive's behalf to sign any
documents or do any things necessary or requisite to give cause to such resignation.

11. EMPLOYER'S PROPERTY

The Executive acknowledges that all items of every nature or kind created or used by the Executive pursuant to
the Executive's employment under this Agreement, or furnished by the Employer to the Executive, and all
equipment, automobiles, credit cards, software or hardware, books, records, reports, files, diskettes, manuals,
literature, confidential information or other materials shall remain and be considered the exclusive property of the
Employer ("Employer Property") at all times and shall be immediately surrendered to the Employer at the request
of the Employer, or in the absence of a request, on the termination of the Executive's employment the Employer
shall have the right to repossess or seize any or all of the Employer Property from the Executive without notice
where ever the Employer Property may me located.

                                                        E - 121
11A. INTELLECTUAL PROPERTY RIGHTS

(a) For purposes of this Agreement, "Inventions" includes, without limitation, information, inventions,
contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or
made during work hours. Executive shall be entitled to proportionate credit with respect to all Inventions to which
Executive makes a direct contribution. Notwithstanding the forgoing, however, Executive shall assert no
ownership claim with respect to any Invention (i) unless the Board of Directors of the Employer determines that
Employer cannot commercially exploit such Invention, (ii) unless the Employer becomes insolvent, (iii) at any time
when such Invention constitutes collateral held by any financial institution to secure financing for the Employer, or
(iv) during the course of or following the sale of such Invention by Employer.

(b) Executive agrees to promptly disclose in writing to Employer during the term hereof, all Inventions developed
during the term hereof in which Executive believes he directly participated and claims an interest so that
Executive's rights and Employer's rights in such Inventions can be determined.

(C) NOTICE: IN ACCORDANCE WITH WASHINGTON LAW, THIS SECTION DOES NOT APPLY
TO INVENTIONS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, OR TRADE SECRET
INFORMATION OF EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON
EXECUTIVE'S OWN TIME, UNLESS: (A) THE INVENTION RELATES (I) DIRECTLY TO THE
BUSINESS OF EMPLOYER OR (II) TO EMPLOYER'S ACTUAL OR DEMONSTRABLY
ANTICIPATED RESEARCH OR DEVELOPMENT, OR (B) THE INVENTION RESULTS FROM ANY
WORK PERFORMED BY EXECUTIVE FOR EMPLOYER.

11B. RESOLUTION OF DISPUTES

(a) Except for the right of Employer and Executive to seek injunctive relief in court, any controversy, claim or
dispute of any type arising out of or relating to Executive's employment or the provisions of this Agreement shall
be resolved in accordance with this Section regarding resolution of disputes, which will be the sole and exclusive
procedure for the resolution of any disputes. This Agreement shall be enforced in accordance with the Federal
Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these
provisions include, without limitation, claims or disputes based on statute, contract, common law and tort and will
include, for example, matters pertaining to termination, discrimination, harassment, compensation and benefits.
Matters to be resolved under these procedures also include claims and disputes arising out of statutes such as the
Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the
Washington Minimum Wage Act, and the Washington Law Against Discrimination. Nothing in this provision is
intended to restrict Executive or Employer from submitting any matter to an administrative agency with jurisdiction
over such matter.

(b) Employer and Executive will make a good faith attempt to resolve any and all claims and disputes by
submitting them to mediation in Seattle, Washington, before resorting to arbitration or any other dispute resolution
procedure. The mediation of any claim or dispute must be conducted in accordance with the then-current JAMS
procedures for the resolution of employment disputes by

                                                      E - 122
mediation, by a mediator who has had both training and experience as a mediator of general employment and
commercial matters. If the parties to this Agreement cannot agree on a mediator, then the mediator will be
selected by JAMS in accordance with JAMS' strike list method. Within thirty (30) days after the selection of the
mediator, Employer and Executive and their respective attorneys will meet with the mediator for one mediation
session of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually
agreed continuation of the session, either Employer or Executive may give the mediator and the other party to the
claim or dispute written notice declaring the end of the mediation process. All discussions connected with this
mediation provision will be confidential and treated as compromise and settlement discussions. Nothing disclosed
in such discussions, which is not independently discoverable, may be used for any purpose in any later
proceeding. The mediator's fees will be paid in equal portions by Employer and Executive, unless Employer
agrees to pay all such fees.

(c) If any claim or dispute has not been resolved in accordance with subsection (b) of this Section, then the claim
or dispute will be determined by arbitration in accordance with the then-current JAMS employment arbitration
rules and procedures, except as modified herein. The arbitration will be conducted by a sole neutral arbitrator
who has had both training and experience as an arbitrator of general employment and commercial matters and
who is and for at least ten (10) years has been, a partner, a shareholder, or a member in a law firm. If Employer
and Executive cannot agree on an arbitrator, then the arbitrator will be selected by JAMS in accordance with
Rule 13 of the JAMS employment arbitration rules and procedures. No person who has served as a mediator
under the mediation provision, however, may be selected as the arbitrator for the same claim or dispute.
Reasonable discovery will be permitted and the arbitrator may decide any issue as to discovery. The arbitrator
may decide any issue as to whether or as to the extent to which any dispute is subject to the dispute resolution
provisions in Section 12 and the arbitrator may award any relief permitted by law. The arbitrator must base the
arbitration award on the provisions of this Section and applicable law and must render the award in writing,
including an explanation of the reasons for the award. Judgment upon the award may be entered by any court
having jurisdiction of the matter, and the decision of the arbitrator will be final and binding. The statute of
limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under
this subsection (c). The arbitrator's fees will be paid in equal portions by Employer and Executive.

(d) Unless otherwise agreed, the prevailing party will be entitled to its costs and reasonable attorneys' fees
incurred in the resolution of any dispute relating to the interpretation or enforcement of this Agreement.

12. ASSIGNMENT OF RIGHTS

The rights which accrue to the Employer under this Agreement shall pass to the successors or assigns of the
business of Employer as a going concern if the assignment of this Agreement is a condition of such transfer of the
business of Employer. The rights of the Executive under this Agreement are not assignable or transferable in any
manner.

                                                      E - 123
13. NOTICES

(a) Any notice required or permitted to be given to the Executive shall be sufficiently given if delivered to the
Executive personally or if mailed by registered mail to the Executive's address last known to the Employer, or if
delivered to the Executive via facsimile.

(b) Any notice required or permitted to be given to the Employer shall be sufficiently given if mailed by registered
mail to the Employer's Vancouver office at its address last known to the Executive, or if delivered to the
Employer via facsimile.

14. SEVERABILITY

In the event that any provision or part of this Agreement shall be deemed void or invalid by a court of competent
jurisdiction, the remaining provisions or parts shall be and remain in full force and effect.

15. ENTIRE AGREEMENT

This contract constitutes the entire Agreement between the parties with respect to the employment and
appointment of the Executive and any and all previous agreements, written or oral, express or implied, between
the parties or on their behalf, relating to the employment and appointment of the Executive by the Employer, are
terminated and canceled and each of the parties releases and forever discharges the other of and from all manner
of actions, causes of action, claims and demands whatsoever, under or in respect of any agreement.

16. MODIFICATION OF AGREEMENT

Any modification to this Agreement must be in writing and signed by the parties or it shall have no effect and shall
be void.

17. HEADINGS

The headings used in this Agreement are for convenience only and are not to be construed in any way as
additions to or limitations of the covenants and agreements contained in it.

18. GOVERNING LAW

This Agreement shall be construed in accordance with the laws of the State of Washington, United States of
America.

                                                      E - 124
IN WITNESS WHEREOF this Agreement has been executed by the parties as of the day, month and year first
above written.

                                       SIGNED AND DELIVERED
                                         BY THOMAS J. ROUTT

         in   the   presence   of:                    )
                                                      )
         --------------------------------             )      -----------------------------
         Witness - Signature                          )      Executive's Signature
                                                      )
         --------------------------------             )      -----------------------------
         Witness - Print Name                         )      Executive - Social Security Number




AGREED TO AND ACCEPTED BY:

NS8 CORPORATION

Per:

                                     Authorized Signing Officer/Director

Per:

                                     Authorized Signing Officer/Director

                                                   E - 125
                                                 EXHIBIT 10.10

                                    Key Principal Employment Agreement

THIS AGREEMENT made effective as of the 15th day of January, 2003.

BETWEEN: CANONLINE MEDIA CORPORATION, a company duly incorporated under the laws of the
Province of British Columbia having an office at #200-1311 Howe Street, Vancouver, British Columbia, Canada
V6Z 2P3 (herein called the

          "Company")
                                                                         OF THE FIRST PART

          AND:             PETER HOGENDOORN OF 13288 AMBLE GREEN PLACE, SURREY, BRITISH
                           COLUMBIA V4A 6P5 SIN:___________________________

                            ______________________________________________
               (full legal name and address - include social security/insurance number)
                               (herein called the "Principal")

                                                                         OF   THE   SECOND   PART




WHEREAS:

A. The Company carries on the business of conducting scientific research and development in the areas of
computer software and internet communications and marketing and distributing its various online products and
services. In this Agreement where the context requires, the term "Company" will refer to and include CanOnline
Media Corporation, its parent corporation CanOnline Global Media, Inc. (USA), affiliates and subsidiaries.

B. It is deemed to be in the best interest of the Company to obtain the benefit of the services of the Principal as
described in Schedule "A" relating to the Company's business and the Company wishes to engage the services of
the Principal pursuant to the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants,
conditions and agreements hereinafter contained, the parties hereto agree as follows:

1. Recitals Incorporated in Agreement

The above mentioned recitals are hereby incorporated into this Agreement by reference and are deemed to be
true representations of the relevant party hereto as the context implies.

2. Engagement

The Company hereby engages the Principal to provide the Principal's services as set forth in Schedule "A" for the
Term (as hereinafter defined). The Principal hereby accepts such engagement on the following terms and
conditions. Without limiting the foregoing, it is mutually agreed that during the Term of this Agreement, the
Principal will be responsible and subject to the management and Board of Directors of the Company, and that the
services agreed to be provided by the Principal will be consistent with those set forth in the Principal's Job
Description or as such Job Description may be amended by the Company from time to time. The Principal will
perform all assigned functions to the satisfaction of the management and Board of Directors of the Company.

3. Time and Effort - Compliance with Policies

The Principal must apply his full time attention and ability to the business and affairs of the Company and shall
well and conscientiously service the Company during the Term. It is mutually agreed that the Principal will
diligently abide by any the regulations, instructions, directions and project policies of the Company and its
management and Board of Directors.

4. Non-Disclosure
Except as required in the performance of the Principal's duties pursuant to this Agreement, the Principal must not
during the Term or for a period of two (2) years after termination of this Agreement divulge, publish or disclose in
any

                                                      E - 126
manner or medium electronic or otherwise, confidential information of the Company or any of its subsidiaries or
affiliates or any trade secrets thereof to any person or entity without the prior written consent of the Company. In
addition, the Principal agrees to execute and be absolutely bound by the terms and conditions of the Principal's
Confidentiality and Non-Circumvention Agreement (the "NDA Agreement") in the form attached hereto as
Schedule "B". Without limiting the generality of the foregoing, the Principal further agrees that during the Term of
this Agreement and any extensions thereof, and for a period of two (2) years after the Termination Date the
Principal agrees that the Principal will not directly or indirectly approach the Company's customers, clients, or
suppliers of services of a proprietary nature in any manner whatsoever for any purpose. In addition, without
limiting the generality of the foregoing, the Principal further agrees that the Principal is prohibited from discussing,
commenting, making remarks of any kind, in respect of any matters that might directly or indirectly be related to
the projects, products, methods, strategies, services and operations of the Company or any of its subsidiaries or
affiliates to individuals or parties outside of the facilities or place of business of the Company without prior written
consent from the management.

5. Permitted Investments and Activities

Nothing in this Agreement shall restrict or impede the Principal from holding, re-investing or liquidating
investments held by him at the date hereof or from participation in any other investment, activity or business so
long as such participation

(a) does not cause conflict or is not contrary to the interests of the Company; or

(b) does not make it impossible for the Principal to properly fulfil his duties hereunder; or

(c) does not contain restrictions within those investments, in the case of securities or benefits issued by the
Company to the Principal as compensation or consideration in kind, that would otherwise violate those
restrictions on such investments; or

(d) does not violate any applicable securities laws or relevant fiduciary duties afforded by his position or affiliation
to the Company or any of its subsidiaries.

6. Term


Subject to the provisions hereof the term of the Principal's rights and obligations (the "Term") will commence on
the Commencement Date set forth in Schedule "A" (the "Commencement Date") and will terminate, without
severance fees or other payments due from the Company to the Principal on the first occurring of the following:

(a) upon the Termination Date, if any, set forth in Schedule "A" or any extensions thereof that might be mutually
agreed to by the parties (the "Termination Date"); or

(b) upon the Principal providing the Company with four (4) week's written notice of its intent to terminate.

Notwithstanding the foregoing, the continued employment of the Principal by the Company pursuant to this
Agreement is subject to a review and evaluation of the performance of the Principal by the management of the
Company three (3) months following the Commencement Date (the "Probationary Period") or as soon thereafter
as is reasonably possible (the "Review"). If the Company, in its sole absolute discretion, determines that the
Review or Probationary Period indicates that the performance of the Principal is not satisfactory then the
employment of the Principal and the Term of this Agreement may be immediately terminated by the Company
upon the Company providing the Principal written notice of its decision and the effective date of the termination of
employment. In that event, the Principal will only be entitled to receive payment of the Principal's wages up to the
effective date of termination. This Agreement will also be terminated as of such date except for Paragraphs 4, 14,
15, 16, 17, 18 and 25 hereof, which Paragraphs shall continue in force.

                                                        E - 127
7. Remuneration

The Company will pay and the Principal agrees to accept as compensation for all the services to be rendered
hereunder for the Term, the remuneration as set forth in Schedule "A" hereto. The Principal agrees that all
deductions from source required to be made by the Company, if applicable, in respect of the employment of the
Principal including, without limitation, federal income tax deductions, Workers Compensation, Unemployment
Insurance, Canada Pension or like payments will be made by the Company and the Principal agrees to hold the
Company harmless from any claim made by any competent government authority for taxes or other deductions
which might have been made or remitted by the Company.

8. Benefits

The Principal shall be entitled to participate in all benefits available in the benefit plans that the Company might
establish, from time to time, for its Principals (the "Benefits") at the Company's actual cost. The available Benefits
as of the Commencement Date of this Agreement are described in Schedule "A" hereto.

______initial

9. Holidays

The Principal will be entitled to the number of weeks in each year as set forth in Schedule "A", the time of which
will be agreed by Company and the Principal, during which no services are required to be rendered hereunder.

10. Expenses and Automobile

The Company agrees to reimburse the Principal for all necessary and authorized expenses reasonably incurred in
connection with the provision and performance of services hereunder and for which statements and receipts are
submitted to the Company, including authorized travel and other expenses incidental to the duties undertaken
hereunder. The Company agrees to pay the Principal for his use of the Principal's vehicle for Company business
as set forth in Schedule "A".

11. Offices and Staff

The Company, at its own cost, will provide the Principal with appropriate offices and staff assistance if necessary
or required, which offices and staff will be located at the Company's operations in the Greater Vancouver
Metropolitan Area, British Columbia, which will be the Company's place of business during the Term unless the
business of the Company requires a relocation or expansion of its operations.

12. Termination

If the Company terminates this Agreement because of a violation of any relevant criminal or securities law,
neglect, incompetence or breach of fiduciary duty of the Principal, or otherwise for just cause, the Principal will
not be entitled to receive any severance payment or any other remuneration except the fees payable up to and
including the effective date of termination and any amount due from the Company to settle any pre-existing debt
or service obligation.

13. Illness or Disability

If the Principal shall, by reason of illness or mental or physical disability or incapacity fail to perform, for any two
(2) consecutive calendar months in any calendar year or for three (3) months in the aggregate in any successive
calendar years, the Principal's duties hereunder, the Company may by two (2) weeks notice in writing to the
Principal terminate the employment of the Principal hereunder, in which event this Agreement, except for
Paragraphs 4, 14, 15, 16, 17, 18 and 25 hereof which Paragraphs shall continue in force, and the employment of
the Principal pursuant to this Agreement will be wholly terminated upon giving two (2) weeks written notice given
by the Company to the Principal, and the Principal shall have no claim against the Company for damages or
otherwise for such termination except in respect for remuneration as provided for in Paragraph 7 above to the
date of such termination.

                                                        E - 128
14. Intellectual Property Rights

The Principal acknowledges and agrees that the Company is engaging the services of the Principal to benefit the
Company and its various businesses and projects and that the Principal is being fully compensated for his services
by virtue of the remuneration that the Principal agrees to accept as provided for in this Agreement. Accordingly,
the Principal acknowledges and agrees that the Company is and at all times will be the sole and absolute owner
of all right, title and interest in and to all copyright, patents, trademarks and all other proprietary and intellectual
property rights relating to the business and operations of the Company and the services performed by the
Principal for the Company, its affiliates and subsidiaries (collectively called the "Intellectual Property Rights"). The
Principal agrees to waive all so called "moral rights" under any applicable copyright legislation. The Principal
further agrees that at the request of the Company, the Principal will duly and promptly execute and deliver to the
Company assignments or transfers of any of the Intellectual Property Rights in the prescribed manner together
with all necessary related prescribed documentation (the "Transfers"). The Transfers shall be in favour of and in
the name of the Company, or any third party designated by the Company, as the transferee or assignee, at no
cost to the Principal. The Principal hereby irrevocably and absolutely designates and appoints the Company as
his Attorney-in-Fact with full power and authority to duly execute and deliver any Transfers on behalf of and in
the name of the Principal if the Principal is unable or unwilling to duly execute and deliver any Transfers to the
Company. The provisions of the NDA Agreement attached hereto as Schedule "B" shall also govern matters
pertaining to the Intellectual Property Rights.

______initial

15. Restrictive Covenant

The Principal hereby agrees that if the employment of the Principal with the Company is terminated for any
reason whatsoever, that the Principal will be restricted in his/her business activities for a period of two (2) years
from the date of such termination from directly or indirectly at any time carrying on or engaging in or being
concerned in any trade, operations or business similar to that carried on by the Company, or from giving any
advice to or guaranteeing the debts of or obligations of, either directly or indirectly, anyone involved in any such
trade, operation or business anywhere within Canada and the United States of America.

16. Indemnification

The Principal agrees that the Principal will indemnify the Company and hold it harmless against any claim or
action for infringement of copyright or any other intellectual property or other proprietary right arising from or in
connection with the use of material contributed by the Principal under the terms of this Agreement, provided that
this indemnity shall not extend to such claims of infringement of copyright or other intellectual property rights
based upon material supplied by the Principal and in respect of which the Principal had previously advised the
Company in writing that the Principal does not hold the appropriate intellectual property rights.

17. Return of Records

On termination of this Agreement for any reason, the Principal agrees to return to the Company, as it may direct
and at the Principal's cost, all business records, correspondence, files, technical data, equipment samples and
other material or records in his possession at the time of such termination and belonging to or supplied by the
Company, its customers, suppliers or shareholders.

18. Equipment

It is mutually agreed that the Principal will be responsible for the custody and care of any equipment or supplies
of the Company or other person or entity that

                                                       E - 129
the Principal might use in the performance of the Principal's services herein. It is further agreed that no equipment
purchased and provided for the Principal by the Company may leave the premises of the Company without
authorization or consent from two other principals or supervisors. The Principal hereby understands and agrees
that any breach of the provisions of this section may, at the Company's sole absolute discretion, be cause for his
or her immediate termination under the terms and conditions of this Agreement.

19. Monitoring of Principal

The Principal acknowledges, understands and agrees that the Company is developing and possesses certain
confidential proprietary information, materials, systems and trade secrets including, without limitation, technical,
business and financial information that if disclosed could result in substantial loss and damage to the Company.
Accordingly, the Principal acknowledges, understands and agrees that the Company must protect its confidential
and proprietary information by utilizing a variety of monitoring and surveillance systems and search equipment that
will monitor and observe the Principal and the activities of the Principal as well as other Principals including,
without limitation, video and audio surveillance recording systems, interception of email and other document
communications made by and to the Principal, monitoring of Principal's telephone conversations, and monitoring
of Principal's computer activities. The Principal hereby agrees and consents to being subject to all such monitoring
and surveillance systems and activities whether performed directly by the Company or by any third party acting
on the Company's behalf.

20. Non-Waiver of Contractual Rights

The failure of either party to enforce any provision of this Agreement will not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict compliance with each and every provision
of this Agreement.

21. Insurance

The Company reserves the right to retain life or key-man insurance on the life of the Principal in an amount that
the Company determines. The costs of such insurance will be borne entirely by the Company and the benefits of
such insurance will be entirely the property of the Company.

______initial

22. Assignment

This Agreement is not assignable by the Principal. The Company may assign this Agreement without the consent
of the Principal.

23. Modification

No modification of this Agreement will be valid unless made in writing and signed by the parties hereto and the
execution by the Company of such modifications will be in accordance with its Articles.

24. Governing Law

This Agreement shall be construed and enforced pursuant to the laws in force in the Province of British Columbia
and Canada. Each of the parties hereto attorn to the jurisdiction of the Courts of the Province of British Columbia
which shall have exclusive jurisdiction in respect of all matters relating to or arising out of this Agreement.

25. Arbitration

All disputes arising out of or in connection with this Agreement that cannot be settled from discussion between
and the mutual agreement of the parties, shall be referred to and finally resolved by arbitration under the "Rules
For Domestic Commercial Arbitration Proceedings" of the British Columbia International Commercial Arbitration
Centre ("BCICAC"). The appointing authority will be the BCICAC and the case will be administered by
BCICAC in accordance with its "Procedures for Cases under the BCICAC Rules". The place of arbitration will
be Vancouver, British Columbia. If any of the foregoing rules or facilities for
E - 130
arbitration are not in force or available at the time that any arbitration is to be held then the parties must mutually
agree to alternative and appropriate arbitration rules of procedure or facilities, as the case may be.

26. Notice

Any notice required or permitted to be given in respect of this Agreement shall be validly given if in writing and
either hand delivered, communicated by facsimile transmission or sent by prepaid mail to the other party to their
respective addresses or fax numbers appearing on the first page of this Agreement, or to such other address or
fax number as a party hereto may notify the other party in writing. Any notice which is hand delivered to a party
or sent by facsimile transmission shall be deemed to be delivered on the date of such hand delivery or facsimile
transmission and notices mailed by prepaid post shall be deemed delivered on the second business day following
such posting.

27. Severability

If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or
invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such
provisions shall be severable from the remainder of this Agreement.

28. Entire Agreement

The provisions herein and in the Schedules hereto constitute and contain the entire employment agreement
between the parties hereto and supersedes all previous understandings, communications, representations and
agreements, whether verbal or written, between the parties with respect to the subject matter hereof.

                                                        E - 131
IN WITNESS WHEREOF this Agreement was duly executed by the parties hereto as of the day and year first
above written.

                              CANONLINE   MEDIA    CORPORATION          )
                                                                        )
                                                                        )
                                                                        )




Per: ______________________________ ) ) ) ) Per: ______________________________ ) )

            SIGNED, SEALED & DELIVERED                 )
            BY THE PRINCIPAL in the presence of:       )
                                                       )
                                                       )
                                                       )
            _________________________________          )    _____________________________
            Signature of Witness                       )         THE PRINCIPAL




                                      SOCIAL INS. /SECURITY

                                                                                )
                                                                 )
                      _________________________________          )
                      Address of Witness                         )
                                                                 )
                      _________________________________          )
                      Occupation of Witness                      )




                                                  E - 132
                                                  SCHEDULE "A"

Section numbers listed below correspond to Paragraph numbers in the Agreement.

Recital B. and Paragraph 2. Engagement

Description of the Principal's skills and services:

- (see: attached Resume of Record)

                                            Principal's Position & Title:

- Chief Market Development Officer

                                       Principal's Duties & Responsibilities:

- Define Product to Market Strategies
- Implement Sales and Marketing Departments for Vertical Market Applications
- Implement Strategic Product Development Coordination for Vertical Market Applications
- Identify qualified Personnel for Vertical Market Applications
- Duties as might be assigned by the Board of Directors or direct Management

Paragraph 6. Term

Commencement Date: _______January 15, 2003___________

Evaluation Date: _________April 15, 2003______________

Paragraph 7. Remuneration

Description of the Principal's Remuneration and terms of payment, etc.:

(a) Wages: $__5,000 CAD_ per Month (review pending 3 and 6 months thereafter)

(b) Principal Stock Options, if any:

1. If the Principal successfully remains through his Probationary Period, then the Principal will be entitled to
receive Stock Grants or participate in the Company's Stock Option Plan provided for by its Parent Company.
This determination will solely be at the discretion of the Board of Directors of the Company and the Board of
Directors of its parent Company.

2. Terms and Conditions of any Stock Grants or Stock Options will be provided for and governed by a separate
and independent agreement issued by its parent company (the "Stock Agreement").

3. If the Principal is terminated or resigns for any reason, the treatment of any issued Stock Grants or Stock
Options after such termination or resignation will be determined and governed by such Stock Agreement issued
by its parent company

(c) Bonus to be determined on performance on an annual basis to be solely determined by direct management or
Board of Directors of the Company.

                                                      E - 133
Paragraph 8. Benefits

Description of the Benefits available:

- Full Extended Medical after 3 months of Service
- Full Dental after 6 months of Service

Paragraph 9. Holidays

Number of weeks of holiday available to the Principal:

- 3 weeks after first year
- Statutory Holidays

Paragraph 10. Expenses and Automobile

The Company agrees to pay Principal mileage at the rate of $_____ per kilometre for his use of the Principal's
vehicle for Company business or $______ per month whichever is greater.

- Principal has up to $2,000 a month in personal expense allowance as a taxable benefit. Principal must provide
for valid receipts at the end of each month prior to reimbursement. Source income/benefit deductions will not be
deducted immediately from such personal expense allowance until the end of each fiscal year.

- Principal may submit valid receipts for reasonable meals, gasoline and travel expenditures that are directly
attributed to the normal course of business of the Company.

- At the financial affordability of the Company, the Principal may at his election, be provided a lease vehicle of
not greater than $750 per month in lease payments every three years and the Company agrees to provide such
vehicle and all necessary maintenance, up-keep and insurance coverage for his sole use. The Principal agrees that
such lease vehicle will be the property of the Company during his use and in the event of his termination or
resignation, the Principal shall have an option to purchase or assume the lease vehicle from the Company under
terms to be mutually determined by the Principal and the Company at the time of such event. In the event the
Company cannot afford to provide such lease vehicle during the duration of the Term of this Agreement, the
Principal agrees that he cannot not claim for any past loss of this benefit.

- Reasonable Parking Disbursement or facilitation of parking space

Special Particulars (If any)

- Principal under review and probationary period for no less than 3 months and no greater than 6 months.
Principal can be terminated prior to 3 months without cause or considerable notice pursuant to the terms and
conditions of this Agreement without severance or additional compensation.

- Principal under temporary status pending delivery and satisfaction of necessary reference checks and additional
background information. Principal has limited security access pending review of Probationary period.

                                                      E - 134
- Security Level (Black). - Principal has supervised and accompanied access to sensitive level networking, design
and project operations. Principal does not have access to operation and development networking facilities
(SERVCOM), HUB-Central, BKOPS-Central, Research and Development or to any security sensitive
equipment and hardware without prior authorization.

- Principal cannot conduct or carry out project tasks or assignments specific to the Company outside of office
facilities or acquire copies of project or internal materials of data in any form or medium for the purposes of
offsite operations, distribution, presentation or general possession without authorization.

- Principal cannot conduct third party consultation work, carry out part-time employment or contract assignments
similar to that of the projects or operations of the Company. Principal understands and agrees that the Company
may at its sole right without notice, terminate the employment of the Principal in the event a breach of this
particular is discovered with prior disclosure or authorization as specifically described herein.

______initial
                                                 EXHIBIT 10.11

                                    Key Principal Employment Agreement

THIS AGREEMENT made effective as of the 1st day of April, 2001.

BETWEEN: CANONLINE MEDIA CORPORATION, a company duly incorporated under the laws of the
Province of British Columbia having an office at 1628 West 7th Avenue Vancouver British Columbia, Canada
V6J 1S5 (herein called the "Company")

                                             OF THE FIRST PART

AND: RICARDO ROSADO 305-2021 WEST 6TH AVENUE VANCOUVER BRITISH COLUMBIA
V6K 1V6 SIN:___________________________

                      (full legal name and address - include social security/insurance number)

                                           (herein called the "Principal")

                                           OF THE SECOND PART

WHEREAS:

A. The Company carries on the business of conducting scientific research and development in the areas of
computer software and internet communications and marketing and distributing its various online products and
services. In this Agreement where the context requires, the term "Company" will refer to and include CanOnline
Media Corporation, its parent corporation CanOnline Global Media, Inc. (USA), affiliates and subsidiaries.

B. It is deemed to be in the best interest of the Company to obtain the benefit of the services of the Principal as
described in Schedule "A" relating to the Company's business and the Company wishes to engage the services of
the Principal pursuant to the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants,
conditions and agreements hereinafter contained, the parties hereto agree as follows:

1. Recitals Incorporated in Agreement

The above mentioned recitals are hereby incorporated into this Agreement by reference and are deemed to be
true representations of the relevant party hereto as the context implies.

2. Engagement

The Company hereby engages the Principal to provide the Principal's services as set forth in Schedule "A" for the
Term (as hereinafter defined). The Principal hereby accepts such engagement on the following terms and
conditions. Without limiting the foregoing, it is mutually agreed that during the Term of this Agreement, the
Principal will be responsible and subject to the management and Board of Directors of the Company, and that the
services agreed to be provided by the Principal will be consistent with those set forth in the Principal's Job
Description or as such Job Description may be amended by the Company from time to time. The Principal will
perform all assigned functions to the satisfaction of the management and Board of Directors of the Company.

3. Time and Effort - Compliance with Policies

The Principal must apply his full time attention and ability to the business and affairs of the Company and shall
well and conscientiously service the Company during the Term. It is mutually agreed that the Principal will
diligently abide by any the regulations, instructions, directions and project policies of the Company and its
management and Board of Directors.

4. Non-Disclosure
Except as required in the performance of the Principal's duties pursuant to this Agreement, the Principal must not
during the Term or for a period of two (2)

                                                     E - 135
years after termination of this Agreement divulge, publish or disclose in any manner or medium electronic or
otherwise, confidential information of the Company or any of its subsidiaries or affiliates or any trade secrets
thereof to any person or entity without the prior written consent of the Company. In addition, the Principal agrees
to execute and be absolutely bound by the terms and conditions of the Principal's Confidentiality and Non-
Circumvention Agreement (the "NDA Agreement") in the form attached hereto as Schedule "B". Without limiting
the generality of the foregoing, the Principal further agrees that during the Term of this Agreement and any
extensions thereof, and for a period of two (2) years after the Termination Date the Principal agrees that the
Principal will not directly or indirectly approach the Company's customers, clients, or suppliers of services of a
proprietary nature in any manner whatsoever for any purpose. In addition, without limiting the generality of the
foregoing, the Principal further agrees that the Principal is prohibited from discussing, commenting, making
remarks of any kind, in respect of any matters that might directly or indirectly be related to the projects, products,
methods, strategies, services and operations of the Company or any of its subsidiaries or affiliates to individuals
or parties outside of the facilities or place of business of the Company without prior written consent from the
management.

5. Permitted Investments and Activities

Nothing in this Agreement shall restrict or impede the Principal from holding, re-investing or liquidating
investments held by him at the date hereof or from participation in any other investment, activity or business so
long as such participation

(a) does not cause conflict or is not contrary to the interests of the Company; or

(b) does not make it impossible for the Principal to properly fulfil hisduties hereunder; or

(c) does not contain restrictions within those investments, in the case of securities or benefits issued by the
Company to the Principal as compensation or consideration in kind, that would otherwise violate those
restrictions on such investments; or

(d) does not violate any applicable securities laws or relevant fiduciary duties afforded by his position or affiliation
to the Company or any of its subsidiaries.

6. Term


Subject to the provisions hereof the term of the Principal's rights and obligations (the "Term") will commence on
the Commencement Date set forth in Schedule "A" (the "Commencement Date") and will terminate, without
severance fees or other payments due from the Company to the Principal on the first occurring of the following:

(a) upon the Termination Date, if any, set forth in Schedule "A" or any extensions thereof that might be mutually
agreed to by the parties (the "Termination Date"); or

(b) upon the Principal providing the Company with four (4) week's written notice of its intent to terminate.

Notwithstanding the foregoing, the continued employment of the Principal by the Company pursuant to this
Agreement is subject to a review and evaluation of the performance of the Principal by the management of the
Company three (3) months following the Commencement Date (the "Probationary Period") or as soon thereafter
as is reasonably possible (the "Review"). If the Company, in its sole absolute discretion, determines that the
Review or Probationary Period indicates that the performance of the Principal is not satisfactory then the
employment of the Principal and the Term of this Agreement may be immediately terminated by the Company
upon the Company providing the Principal written notice of its decision and the effective date of the termination of
employment. In that event, the Principal will only be entitled to receive payment of the Principal's wages up to the
effective date of termination. This Agreement will also be terminated as of such date except for Paragraphs 4, 14,
15, 16, 17, 18 and 25 hereof, which Paragraphs shall continue in force.

                                                        E - 136
7. Remuneration

The Company will pay and the Principal agrees to accept as compensation for all the services to be rendered
hereunder for the Term, the remuneration as set forth in Schedule "A" hereto. The Principal agrees that all
deductions from source required to be made by the Company, if applicable, in respect of the employment of the
Principal including, without limitation, federal income tax deductions, Workers Compensation, Unemployment
Insurance, Canada Pension or like payments will be made by the Company and the Principal agrees to hold the
Company harmless from any claim made by any competent government authority for taxes or other deductions
which might have been made or remitted by the Company.

8. Benefits

The Principal shall be entitled to participate in all benefits available in the benefit plans that the Company might
establish, from time to time, for its Principals (the "Benefits") at the Company's actual cost. The available Benefits
as of the Commencement Date of this Agreement are described in Schedule "A" hereto.

______initial

9. Holidays

The Principal will be entitled to the number of weeks in each year as set forth in Schedule "A", the time of which
will be agreed by Company and the Principal, during which no services are required to be rendered hereunder.

10. Expenses and Automobile

The Company agrees to reimburse the Principal for all necessary and authorized expenses reasonably incurred in
connection with the provision and performance of services hereunder and for which statements and receipts are
submitted to the Company, including authorized travel and other expenses incidental to the duties undertaken
hereunder. The Company agrees to pay the Principal for his use of the Principal's vehicle for Company business
as set forth in Schedule "A".

11. Offices and Staff

The Company, at its own cost, will provide the Principal with appropriate offices and staff assistance if necessary
or required, which offices and staff will be located at the Company's operations in the Greater Vancouver
Metropolitan Area, British Columbia, which will be the Company's place of business during the Term unless the
business of the Company requires a relocation or expansion of its operations.

12. Termination

If the Company terminates this Agreement because of a violation of any relevant criminal or securities law,
neglect, incompetence or breach of fiduciary duty of the Principal, or otherwise for just cause, the Principal will
not be entitled to receive any severance payment or any other remuneration except the fees payable up to and
including the effective date of termination and any amount due from the Company to settle any pre-existing debt
or service obligation.

13. Illness or Disability

If the Principal shall, by reason of illness or mental or physical disability or incapacity fail to perform, for any two
(2) consecutive calendar months in any calendar year or for three (3) months in the aggregate in any successive
calendar years, the Principal's duties hereunder, the Company may by two (2) weeks notice in writing to the
Principal terminate the employment of the Principal hereunder, in which event this Agreement, except for
Paragraphs 4, 14, 15, 16, 17, 18 and 25 hereof which Paragraphs shall continue in force, and the employment of
the Principal pursuant to this Agreement will be wholly terminated upon giving two (2) weeks written notice given
by the Company to the Principal,

                                                        E - 137
and the Principal shall have no claim against the Company for damages or otherwise for such termination except
in respect for remuneration as provided for in Paragraph 7 above to the date of such termination.

14. Intellectual Property Rights

The Principal acknowledges and agrees that the Company is engaging the services of the Principal to benefit the
Company and its various businesses and projects and that the Principal is being fully compensated for his services
by virtue of the remuneration that the Principal agrees to accept as provided for in this Agreement. Accordingly,
the Principal acknowledges and agrees that the Company is and at all times will be the sole and absolute owner
of all right, title and interest in and to all copyright, patents, trademarks and all other proprietary and intellectual
property rights relating to the business and operations of the Company and the services performed by the
Principal for the Company, its affiliates and subsidiaries (collectively called the "Intellectual Property Rights"). The
Principal agrees to waive all so called "moral rights" under any applicable copyright legislation. The Principal
further agrees that at the request of the Company, the Principal will duly and promptly execute and deliver to the
Company assignments or transfers of any of the Intellectual Property Rights in the prescribed manner together
with all necessary related prescribed documentation (the "Transfers"). The Transfers shall be in favour of and in
the name of the Company, or any third party designated by the Company, as the transferee or assignee, at no
cost to the Principal. The Principal hereby irrevocably and absolutely designates and appoints the Company as
his Attorney-in-Fact with full power and authority to duly execute and deliver any Transfers on behalf of and in
the name of the Principal if the Principal is unable or unwilling to duly execute and deliver any Transfers to the
Company. The provisions of the NDA Agreement attached hereto as Schedule "B" shall also govern matters
pertaining to the Intellectual Property Rights.

______initial

15. Restrictive Covenant

The Principal hereby agrees that if the employment of the Principal with the Company is terminated for any
reason whatsoever, that the Principal will be restricted in his/her business activities for a period of two (2) years
from the date of such termination from directly or indirectly at any time carrying on or engaging in or being
concerned in any trade, operations or business similar to that carried on by the Company, or from giving any
advice to or guaranteeing the debts of or obligations of, either directly or indirectly, anyone involved in any such
trade, operation or business anywhere within Canada and the United States of America.

16. Indemnification

The Principal agrees that the Principal will indemnify the Company and hold it harmless against any claim or
action for infringement of copyright or any other intellectual property or other proprietary right arising from or in
connection with the use of material contributed by the Principal under the terms of this Agreement, provided that
this indemnity shall not extend to such claims of infringement of copyright or other intellectual property rights
based upon material supplied by the Principal and in respect of which the Principal had previously advised the
Company in writing that the Principal does not hold the appropriate intellectual property rights.

17. Return of Records

On termination of this Agreement for any reason, the Principal agrees to return to the Company, as it may direct
and at the Principal's cost, all business records, correspondence, files, technical data, equipment samples and
other material or records in his possession at the time of such termination and belonging to or supplied by the
Company, its customers, suppliers or shareholders.

                                                       E - 138
18. Equipment

It is mutually agreed that the Principal will be responsible for the custody and care of any equipment or supplies
of the Company or other person or entity that the Principal might use in the performance of the Principal's
services herein. It is further agreed that no equipment purchased and provided for the Principal by the Company
may leave the premises of the Company without authorization or consent from two other principals or
supervisors. The Principal hereby understands and agrees that any breach of the provisions of this section may, at
the Company's sole absolute discretion, be cause for his or her immediate termination under the terms and
conditions of this Agreement.

19. Monitoring of Principal

The Principal acknowledges, understands and agrees that the Company is developing and possesses certain
confidential proprietary information, materials, systems and trade secrets including, without limitation, technical,
business and financial information that if disclosed could result in substantial loss and damage to the Company.
Accordingly, the Principal acknowledges, understands and agrees that the Company must protect its confidential
and proprietary information by utilizing a variety of monitoring and surveillance systems and search equipment that
will monitor and observe the Principal and the activities of the Principal as well as other Principals including,
without limitation, video and audio surveillance recording systems, interception of email and other document
communications made by and to the Principal, monitoring of Principal's telephone conversations, and monitoring
of Principal's computer activities. The Principal hereby agrees and consents to being subject to all such monitoring
and surveillance systems and activities whether performed directly by the Company or by any third party acting
on the Company's behalf.

20. Non-Waiver of Contractual Rights

The failure of either party to enforce any provision of this Agreement will not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict compliance with each and every provision
of this Agreement.

21. Insurance

The Company reserves the right to retain life or key-man insurance on the life of the Principal in an amount that
the Company determines. The costs of such insurance will be borne entirely by the Company and the benefits of
such insurance will be entirely the property of the Company.

______initial

22. Assignment

This Agreement is not assignable by the Principal. The Company may assign this Agreement without the consent
of the Principal.

23. Modification

No modification of this Agreement will be valid unless made in writing and signed by the parties hereto and the
execution by the Company of such modifications will be in accordance with its Articles.

24. Governing Law

This Agreement shall be construed and enforced pursuant to the laws in force in the Province of British Columbia
and Canada. Each of the parties hereto attorn to the jurisdiction of the Courts of the Province of British Columbia
which shall have exclusive jurisdiction in respect of all matters relating to or arising out of this Agreement.

25. Arbitration

All disputes arising out of or in connection with this Agreement that cannot be settled from discussion between
and the mutual agreement of the parties, shall
E - 139
be referred to and finally resolved by arbitration under the "Rules For Domestic Commercial Arbitration
Proceedings" of the British Columbia International Commercial Arbitration Centre ("BCICAC"). The appointing
authority will be the BCICAC and the case will be administered by BCICAC in accordance with its "Procedures
for Cases under the BCICAC Rules". The place of arbitration will be Vancouver, British Columbia. If any of the
foregoing rules or facilities for arbitration are not in force or available at the time that any arbitration is to be held
then the parties must mutually agree to alternative and appropriate arbitration rules of procedure or facilities, as
the case may be.

26. Notice

Any notice required or permitted to be given in respect of this Agreement shall be validly given if in writing and
either hand delivered, communicated by facsimile transmission or sent by prepaid mail to the other party to their
respective addresses or fax numbers appearing on the first page of this Agreement, or to such other address or
fax number as a party hereto may notify the other party in writing. Any notice which is hand delivered to a party
or sent by facsimile transmission shall be deemed to be delivered on the date of such hand delivery or facsimile
transmission and notices mailed by prepaid post shall be deemed delivered on the second business day following
such posting.

27. Severability

If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or
invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such
provisions shall be severable from the remainder of this Agreement.

28. Entire Agreement

The provisions herein and in the Schedules hereto constitute and contain the entire employment agreement
between the parties hereto and supersedes all previous understandings, communications, representations and
agreements, whether verbal or written, between the parties with respect to the subject matter hereof.

                                                         E - 140
IN WITNESS WHEREOF this Agreement was duly executed by the parties hereto as of the day and year first
above written.

                              CANONLINE   MEDIA    CORPORATION          )
                                                                        )
                                                                        )
                                                                        )




Per: ______________________________ ) ) ) ) Per: ______________________________ ) )

            SIGNED, SEALED & DELIVERED                 )
            BY THE PRINCIPAL in the presence of:       )
                                                       )
                                                       )
                                                       )
            _________________________________          )    _____________________________
            Signature of Witness                       )         THE PRINCIPAL




                                      SOCIAL INS. /SECURITY

                                                                        )
                                                                        )
                              _________________________________         )
                              Address of Witness                        )
                                                                        )
                              _________________________________         )
                              Occupation of Witness                     )




                                                  E - 141
                                                  SCHEDULE "A"

Section numbers listed below correspond to Paragraph numbers in the Agreement.

Recital B. and Paragraph 2. Engagement

Description of the Principal's skills and services:

- Software UI Design and Multi-Media Designer

                                            Principal's Position & Title:

- Principal Multi-Media Designer

                                       Principal's Duties & Responsibilities:

- Manage and Coordinate Multi Media Software Design
- Manage Multi-Media Integration with Product Interface
- Identify qualified Personnel for Production Design
- Duties as might be assigned by the Board of Directors or direct Management

Paragraph 6. Term

Commencement Date: _______April 1, 2001___________

Evaluation Date: ________________________________

Paragraph 7. Remuneration

Description of the Principal's Remuneration and terms of payment, etc.:

(a) Wages: $__4,500 CAD_ per Month (review pending 3 and 6 months thereafter)

(b) Principal Stock Options, if any:

1. If the Principal successfully remains through his Probationary Period, then the Principal will be entitled to
receive Stock Grants or participate in the Company's Stock Option Plan provided for by its Parent Company.
This determination will solely be at the discretion of the Board of Directors of the Company and the Board of
Directors of its parent Company.

2. Terms and Conditions of any Stock Grants or Stock Options will be provided for and governed by a separate
and independent agreement issued by its parent company (the "Stock Agreement").

3. If the Principal is terminated or resigns for any reason, the treatment of any issued Stock Grants or Stock
Options after such termination or resignation will be determined and governed by such Stock Agreement issued
by its parent company

(c) Bonus to be determined on performance on an annual basis to be solely determined by direct management or
Board of Directors of the Company.

Paragraph 8. Benefits

Description of the Benefits available:

                                                      E - 142
- Full Extended Medical after 3 months of Service subject to the affordability of the Company

- Full Dental after 6 months of Service subject to the affordability of the Company

Paragraph 9. Holidays

Number of weeks of holiday available to the Principal:

- 3 weeks after first year
- Statutory Holidays

Paragraph 10. Expenses and Automobile

The Company agrees to pay Principal mileage at the rate of $_____ per kilometre for his use of the Principal's
vehicle for Company business or $______ per month whichever is greater.

- Principal has up to $1,000 a month in personal expense allowance as a taxable benefit. Principal must provide
for valid receipts at the end of each month prior to reimbursement. Source income/benefit deductions will not be
deducted immediately from such personal expense allowance until the end of each fiscal year.

- Principal may submit valid receipts for reasonable meals, gasoline and travel expenditures that are directly
attributed to the normal course of business of the Company.

- At the financial affordability of the Company, the Principal may at his election, be provided a lease vehicle of
not greater than $750 per month in lease payments every three years and the Company agrees to provide such
vehicle and all necessary maintenance, up-keep and insurance coverage for his sole use. The Principal agrees that
such lease vehicle will be the property of the Company during his use and in the event of his termination or
resignation, the Principal shall have an option to purchase or assume the lease vehicle from the Company under
terms to be mutually determined by the Principal and the Company at the time of such event. In the event the
Company cannot afford to provide such lease vehicle during the duration of the Term of this Agreement, the
Principal agrees that he cannot not claim for any past loss of this benefit.

- Reasonable Parking Disbursement or facilitation of parking space

Special Particulars (If any)

- Security Level (Black). - Principal has complete access to sensitive level networking, design and project
operations.

- Principal cannot conduct third party consultation work, carry out part-time employment or contract assignments
similar to that of the projects or operations of the Company. Principal understands and agrees that the Company
may at its sole right without notice, terminate the employment of the Principal in the event a breach of this
particular is discovered with prior disclosure or authorization as specifically described herein.

______initial

                                                      E - 143
                                                 EXHIBIT 10.12

                                    Key Principal Employment Agreement

THIS AGREEMENT made effective as of the 1st day of February, 2001.

BETWEEN: CANONLINE MEDIA CORPORATION, a company duly incorporated under the laws of the
Province of British Columbia having an office at 1628 West 7th Avenue Vancouver British Columbia, Canada
V6J 1S5 (herein called the "Company")

                                             OF THE FIRST PART

AND: ANTHONY ALDA #1705 - 907 BEACH AVENUE VANCOUVER BRITISH COLUMBIA

                                 V6Z 2P3 SIN:___________________________
                      (full legal name and address - include social security/insurance number)

                                           (herein called the "Principal")

                                           OF THE SECOND PART

WHEREAS:

A. The Company carries on the business of conducting scientific research and development in the areas of
computer software and internet communications and marketing and distributing its various online products and
services. In this Agreement where the context requires, the term "Company" will refer to and include CanOnline
Media Corporation, its parent corporation CanOnline Global Media, Inc. (USA), affiliates and subsidiaries.

B. It is deemed to be in the best interest of the Company to obtain the benefit of the services of the Principal as
described in Schedule "A" relating to the Company's business and the Company wishes to engage the services of
the Principal pursuant to the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants,
conditions and agreements hereinafter contained, the parties hereto agree as follows:

1. Recitals Incorporated in Agreement

The above mentioned recitals are hereby incorporated into this Agreement by reference and are deemed to be
true representations of the relevant party hereto as the context implies.

2. Engagement

The Company hereby engages the Principal to provide the Principal's services as set forth in Schedule "A" for the
Term (as hereinafter defined). The Principal hereby accepts such engagement on the following terms and
conditions. Without limiting the foregoing, it is mutually agreed that during the Term of this Agreement, the
Principal will be responsible and subject to the management and Board of Directors of the Company, and that the
services agreed to be provided by the Principal will be consistent with those set forth in the Principal's Job
Description or as such Job Description may be amended by the Company from time to time. The Principal will
perform all assigned functions to the satisfaction of the management and Board of Directors of the Company.

3. Time and Effort - Compliance with Policies

The Principal must apply his full time attention and ability to the business and affairs of the Company and shall
well and conscientiously service the Company during the Term. It is mutually agreed that the Principal will
diligently abide by any the regulations, instructions, directions and project policies of the Company and its
management and Board of Directors.

4. Non-Disclosure
Except as required in the performance of the Principal's duties pursuant to this Agreement, the Principal must not
during the Term or for a period of two (2)

                                                     E - 144
years after termination of this Agreement divulge, publish or disclose in any manner or medium electronic or
otherwise, confidential information of the Company or any of its subsidiaries or affiliates or any trade secrets
thereof to any person or entity without the prior written consent of the Company. In addition, the Principal agrees
to execute and be absolutely bound by the terms and conditions of the Principal's Confidentiality and Non-
Circumvention Agreement (the "NDA Agreement") in the form attached hereto as Schedule "B". Without limiting
the generality of the foregoing, the Principal further agrees that during the Term of this Agreement and any
extensions thereof, and for a period of two (2) years after the Termination Date the Principal agrees that the
Principal will not directly or indirectly approach the Company's customers, clients, or suppliers of services of a
proprietary nature in any manner whatsoever for any purpose. In addition, without limiting the generality of the
foregoing, the Principal further agrees that the Principal is prohibited from discussing, commenting, making
remarks of any kind, in respect of any matters that might directly or indirectly be related to the projects, products,
methods, strategies, services and operations of the Company or any of its subsidiaries or affiliates to individuals
or parties outside of the facilities or place of business of the Company without prior written consent from the
management.

5. Permitted Investments and Activities

Nothing in this Agreement shall restrict or impede the Principal from holding, re-investing or liquidating
investments held by him at the date hereof or from participation in any other investment, activity or business so
long as such participation

(a) does not cause conflict or is not contrary to the interests of the Company; or

(b) does not make it impossible for the Principal to properly fulfil his duties hereunder; or

(c) does not contain restrictions within those investments, in the case of securities or benefits issued by the
Company to the Principal as compensation or consideration in kind, that would otherwise violate those
restrictions on such investments; or

(d) does not violate any applicable securities laws or relevant fiduciary duties afforded by his position or affiliation
to the Company or any of its subsidiaries.

6. Term


Subject to the provisions hereof the term of the Principal's rights and obligations (the "Term") will commence on
the Commencement Date set forth in Schedule "A" (the "Commencement Date") and will terminate, without
severance fees or other payments due from the Company to the Principal on the first occurring of the following:

(a) upon the Termination Date, if any, set forth in Schedule "A" or any extensions thereof that might be mutually
agreed to by the parties (the "Termination Date"); or

(b) upon the Principal providing the Company with four (4) week's written notice of its intent to terminate.

Notwithstanding the foregoing, the continued employment of the Principal by the Company pursuant to this
Agreement is subject to a review and evaluation of the performance of the Principal by the management of the
Company three (3) months following the Commencement Date (the "Probationary Period") or as soon thereafter
as is reasonably possible (the "Review"). If the Company, in its sole absolute discretion, determines that the
Review or Probationary Period indicates that the performance of the Principal is not satisfactory then the
employment of the Principal and the Term of this Agreement may be immediately terminated by the Company
upon the Company providing the Principal written notice of its decision and the effective date of the termination of
employment. In that event, the Principal will only be entitled to receive payment of the Principal's wages up to the
effective date of termination. This Agreement will also be terminated as of such date except for Paragraphs 4, 14,
15, 16, 17, 18 and 25 hereof, which Paragraphs shall continue in force.

                                                        E - 145
7. Remuneration

The Company will pay and the Principal agrees to accept as compensation for all the services to be rendered
hereunder for the Term, the remuneration as set forth in Schedule "A" hereto. The Principal agrees that all
deductions from source required to be made by the Company, if applicable, in respect of the employment of the
Principal including, without limitation, federal income tax deductions, Workers Compensation, Unemployment
Insurance, Canada Pension or like payments will be made by the Company and the Principal agrees to hold the
Company harmless from any claim made by any competent government authority for taxes or other deductions
which might have been made or remitted by the Company.

8. Benefits

The Principal shall be entitled to participate in all benefits available in the benefit plans that the Company might
establish, from time to time, for its Principals (the "Benefits") at the Company's actual cost. The available Benefits
as of the Commencement Date of this Agreement are described in Schedule "A" hereto.

______initial

9. Holidays

The Principal will be entitled to the number of weeks in each year as set forth in Schedule "A", the time of which
will be agreed by Company and the Principal, during which no services are required to be rendered hereunder.

10. Expenses and Automobile

The Company agrees to reimburse the Principal for all necessary and authorized expenses reasonably incurred in
connection with the provision and performance of services hereunder and for which statements and receipts are
submitted to the Company, including authorized travel and other expenses incidental to the duties undertaken
hereunder. The Company agrees to pay the Principal for his use of the Principal's vehicle for Company business
as set forth in Schedule "A".

11. Offices and Staff

The Company, at its own cost, will provide the Principal with appropriate offices and staff assistance if necessary
or required, which offices and staff will be located at the Company's operations in the Greater Vancouver
Metropolitan Area, British Columbia, which will be the Company's place of business during the Term unless the
business of the Company requires a relocation or expansion of its operations.

12. Termination

If the Company terminates this Agreement because of a violation of any relevant criminal or securities law,
neglect, incompetence or breach of fiduciary duty of the Principal, or otherwise for just cause, the Principal will
not be entitled to receive any severance payment or any other remuneration except the fees payable up to and
including the effective date of termination and any amount due from the Company to settle any pre-existing debt
or service obligation.

13. Illness or Disability

If the Principal shall, by reason of illness or mental or physical disability or incapacity fail to perform, for any two
(2) consecutive calendar months in any calendar year or for three (3) months in the aggregate in any successive
calendar years, the Principal's duties hereunder, the Company may by two (2) weeks notice in writing to the
Principal terminate the employment of the Principal hereunder, in which event this Agreement, except for
Paragraphs 4, 14, 15, 16, 17, 18 and 25 hereof which Paragraphs shall continue in force, and the employment of
the Principal pursuant to this Agreement will be wholly terminated upon giving two (2) weeks written notice given
by the Company to the Principal, and the Principal shall have no claim against the Company for damages or

                                                        E - 146
otherwise for such termination except in respect for remuneration as provided for in Paragraph 7 above to the
date of such termination.

14. Intellectual Property Rights

The Principal acknowledges and agrees that the Company is engaging the services of the Principal to benefit the
Company and its various businesses and projects and that the Principal is being fully compensated for his services
by virtue of the remuneration that the Principal agrees to accept as provided for in this Agreement. Accordingly,
the Principal acknowledges and agrees that the Company is and at all times will be the sole and absolute owner
of all right, title and interest in and to all copyright, patents, trademarks and all other proprietary and intellectual
property rights relating to the business and operations of the Company and the services performed by the
Principal for the Company, its affiliates and subsidiaries (collectively called the "Intellectual Property Rights"). The
Principal agrees to waive all so called "moral rights" under any applicable copyright legislation. The Principal
further agrees that at the request of the Company, the Principal will duly and promptly execute and deliver to the
Company assignments or transfers of any of the Intellectual Property Rights in the prescribed manner together
with all necessary related prescribed documentation (the "Transfers"). The Transfers shall be in favour of and in
the name of the Company, or any third party designated by the Company, as the transferee or assignee, at no
cost to the Principal. The Principal hereby irrevocably and absolutely designates and appoints the Company as
his Attorney-in-Fact with full power and authority to duly execute and deliver any Transfers on behalf of and in
the name of the Principal if the Principal is unable or unwilling to duly execute and deliver any Transfers to the
Company. The provisions of the NDA Agreement attached hereto as Schedule "B" shall also govern matters
pertaining to the Intellectual Property Rights.

______initial

15. Restrictive Covenant

The Principal hereby agrees that if the employment of the Principal with the Company is terminated for any
reason whatsoever, that the Principal will be restricted in his/her business activities for a period of two (2) years
from the date of such termination from directly or indirectly at any time carrying on or engaging in or being
concerned in any trade, operations or business similar to that carried on by the Company, or from giving any
advice to or guaranteeing the debts of or obligations of, either directly or indirectly, anyone involved in any such
trade, operation or business anywhere within Canada and the United States of America.

16. Indemnification

The Principal agrees that the Principal will indemnify the Company and hold it harmless against any claim or
action for infringement of copyright or any other intellectual property or other proprietary right arising from or in
connection with the use of material contributed by the Principal under the terms of this Agreement, provided that
this indemnity shall not extend to such claims of infringement of copyright or other intellectual property rights
based upon material supplied by the Principal and in respect of which the Principal had previously advised the
Company in writing that the Principal does not hold the appropriate intellectual property rights.

17. Return of Records

On termination of this Agreement for any reason, the Principal agrees to return to the Company, as it may direct
and at the Principal's cost, all business records, correspondence, files, technical data, equipment samples and
other material or records in his possession at the time of such termination and belonging to or supplied by the
Company, its customers, suppliers or shareholders.

                                                       E - 147
18. Equipment

It is mutually agreed that the Principal will be responsible for the custody and care of any equipment or supplies
of the Company or other person or entity that the Principal might use in the performance of the Principal's
services herein. It is further agreed that no equipment purchased and provided for the Principal by the Company
may leave the premises of the Company without authorization or consent from two other principals or
supervisors. The Principal hereby understands and agrees that any breach of the provisions of this section may, at
the Company's sole absolute discretion, be cause for his or her immediate termination under the terms and
conditions of this Agreement.

19. Monitoring of Principal

The Principal acknowledges, understands and agrees that the Company is developing and possesses certain
confidential proprietary information, materials, systems and trade secrets including, without limitation, technical,
business and financial information that if disclosed could result in substantial loss and damage to the Company.
Accordingly, the Principal acknowledges, understands and agrees that the Company must protect its confidential
and proprietary information by utilizing a variety of monitoring and surveillance systems and search equipment that
will monitor and observe the Principal and the activities of the Principal as well as other Principals including,
without limitation, video and audio surveillance recording systems, interception of email and other document
communications made by and to the Principal, monitoring of Principal's telephone conversations, and monitoring
of Principal's computer activities. The Principal hereby agrees and consents to being subject to all such monitoring
and surveillance systems and activities whether performed directly by the Company or by any third party acting
on the Company's behalf.

20. Non-Waiver of Contractual Rights

The failure of either party to enforce any provision of this Agreement will not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict compliance with each and every provision
of this Agreement.

21. Insurance

The Company reserves the right to retain life or key-man insurance on the life of the Principal in an amount that
the Company determines. The costs of such insurance will be borne entirely by the Company and the benefits of
such insurance will be entirely the property of the Company.

______initial

22. Assignment

This Agreement is not assignable by the Principal. The Company may assign this Agreement without the consent
of the Principal.

23. Modification

No modification of this Agreement will be valid unless made in writing and signed by the parties hereto and the
execution by the Company of such modifications will be in accordance with its Articles.

24. Governing Law

This Agreement shall be construed and enforced pursuant to the laws in force in the Province of British Columbia
and Canada. Each of the parties hereto attorn to the jurisdiction of the Courts of the Province of British Columbia
which shall have exclusive jurisdiction in respect of all matters relating to or arising out of this Agreement.

25. Arbitration

All disputes arising out of or in connection with this Agreement that cannot be settled from discussion between
and the mutual agreement of the parties, shall be referred to and finally resolved by arbitration under the "Rules
For Domestic
E - 148
Commercial Arbitration Proceedings" of the British Columbia International Commercial Arbitration Centre
("BCICAC"). The appointing authority will be the BCICAC and the case will be administered by BCICAC in
accordance with its "Procedures for Cases under the BCICAC Rules". The place of arbitration will be
Vancouver, British Columbia. If any of the foregoing rules or facilities for arbitration are not in force or available
at the time that any arbitration is to be held then the parties must mutually agree to alternative and appropriate
arbitration rules of procedure or facilities, as the case may be.

26. Notice

Any notice required or permitted to be given in respect of this Agreement shall be validly given if in writing and
either hand delivered, communicated by facsimile transmission or sent by prepaid mail to the other party to their
respective addresses or fax numbers appearing on the first page of this Agreement, or to such other address or
fax number as a party hereto may notify the other party in writing. Any notice which is hand delivered to a party
or sent by facsimile transmission shall be deemed to be delivered on the date of such hand delivery or facsimile
transmission and notices mailed by prepaid post shall be deemed delivered on the second business day following
such posting.

27. Severability

If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or
invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such
provisions shall be severable from the remainder of this Agreement.

28. Entire Agreement

The provisions herein and in the Schedules hereto constitute and contain the entire employment agreement
between the parties hereto and supersedes all previous understandings, communications, representations and
agreements, whether verbal or written, between the parties with respect to the subject matter hereof.

                                                       E - 149
IN WITNESS WHEREOF this Agreement was duly executed by the parties hereto as of the day and year first
above written.

                              CANONLINE   MEDIA    CORPORATION          )
                                                                        )
                                                                        )
                                                                        )




Per: ______________________________ ) ) ) ) Per: ______________________________ ) )

            SIGNED, SEALED & DELIVERED                 )
            BY THE PRINCIPAL in the presence of:       )
                                                       )
                                                       )
                                                       )
            _________________________________          )    _____________________________
            Signature of Witness                       )         THE PRINCIPAL




                                      SOCIAL INS. /SECURITY

                                                                        )
                                                                        )
                              _________________________________         )
                              Address of Witness                        )
                                                                        )
                              _________________________________         )
                              Occupation of Witness                     )




                                                  E - 150
                                                  SCHEDULE "A"

Section numbers listed below correspond to Paragraph numbers in the Agreement.

Recital B. and Paragraph 2. Engagement

Description of the Principal's skills and services:

- Business Development and Start-up Management
- Technology Architecture and Product Design
- Film, Music and Entertainment Packaging and Production

                                            Principal's Position & Title:

- Chief Product Development & Operations Officer

                                       Principal's Duties & Responsibilities:

- Manage and Coordinate Operations and Production
- Manage Sales and Marketing for Product Market Applications
- Manage Strategic Product Development & Architecture
- Identify qualified Personnel for Production and Administration
- Duties as might be assigned by the Board of Directors or direct Management

Paragraph 6. Term

Commencement Date: _______February 1, 2001___________

Evaluation Date: ________________________________

Paragraph 7. Remuneration

Description of the Principal's Remuneration and terms of payment, etc.:

(a) Wages: $__4,500 CAD_ per Month (review pending 3 and 6 months thereafter)

(b) Principal Stock Options, if any:

1. If the Principal successfully remains through his Probationary Period, then the Principal will be entitled to
receive Stock Grants or participate in the Company's Stock Option Plan provided for by its Parent Company.
This determination will solely be at the discretion of the Board of Directors of the Company and the Board of
Directors of its parent Company.

2. Terms and Conditions of any Stock Grants or Stock Options will be provided for and governed by a separate
and independent agreement issued by its parent company (the "Stock Agreement").

3. If the Principal is terminated or resigns for any reason, the treatment of any issued Stock Grants or Stock
Options after such termination or resignation will be determined and governed by such Stock Agreement issued
by its parent company

(c) Bonus to be determined on performance on an annual basis to be solely determined by direct management or
Board of Directors of the Company.

                                                      E - 151
Paragraph 8. Benefits

Description of the Benefits available:

- Full Extended Medical after 3 months of Service subject to the affordability of the Company

- Full Dental after 6 months of Service subject to the affordability of the Company

Paragraph 9. Holidays

Number of weeks of holiday available to the Principal:

- 3 weeks after first year
- Statutory Holidays

Paragraph 10. Expenses and Automobile

The Company agrees to pay Principal mileage at the rate of $_____ per kilometre for his use of the Principal's
vehicle for Company business or $______ per month whichever is greater.

- Principal has up to $1,000 a month in personal expense allowance as a taxable benefit. Principal must provide
for valid receipts at the end of each month prior to reimbursement. Source income/benefit deductions will not be
deducted immediately from such personal expense allowance until the end of each fiscal year.

- Principal may submit valid receipts for reasonable meals, gasoline and travel expenditures that are directly
attributed to the normal course of business of the Company.

- At the financial affordability of the Company, the Principal may at his election, be provided a lease vehicle of
not greater than $750 per month in lease payments every three years and the Company agrees to provide such
vehicle and all necessary maintenance, up-keep and insurance coverage for his sole use. The Principal agrees that
such lease vehicle will be the property of the Company during his use and in the event of his termination or
resignation, the Principal shall have an option to purchase or assume the lease vehicle from the Company under
terms to be mutually determined by the Principal and the Company at the time of such event. In the event the
Company cannot afford to provide such lease vehicle during the duration of the Term of this Agreement, the
Principal agrees that he cannot not claim for any past loss of this benefit.

- Reasonable Parking Disbursement or facilitation of parking space

Special Particulars (If any)

- Principal under review and probationary period for no less than 3 months and no greater than 6 months.

- Security Level (Black). - Principal has complete access to sensitive level networking, design and project
operations.

                                                      E - 152
- Principal cannot conduct third party consultation work, carry out part-time employment or contract assignments
similar to that of the projects or operations of the Company. Principal understands and agrees that the Company
may at its sole right without notice, terminate the employment of the Principal in the event a breach of this
particular is discovered with prior disclosure or authorization as specifically described herein.

______initial
                                                 EXHIBIT 10.13

                                    Key Principal Employment Agreement

THIS AGREEMENT made effective as of the 1st day of November, 2002.

BETWEEN: CANONLINE MEDIA CORPORATION, a company duly incorporated under the laws of the
Province of British Columbia having an office at 1628 West 7th Avenue Vancouver British Columbia, Canada
V6J 1S5 (herein called the "Company")

                                             OF THE FIRST PART

AND: LESLIE J. AMES 1628 WEST 7TH. AVENUE VANCOUVER BRITISH COLUMBIA
V6J 1S5 SIN:___________________________

                      (full legal name and address - include social security/insurance number)

                                           (herein called the "Principal")

                                           OF THE SECOND PART

WHEREAS:

A. The Company carries on the business of conducting scientific research and development in the areas of
computer software and internet communications and marketing and distributing its various online products and
services. In this Agreement where the context requires, the term "Company" will refer to and include CanOnline
Media Corporation, its parent corporation CanOnline Global Media, Inc. (USA), affiliates and subsidiaries.

B. It is deemed to be in the best interest of the Company to obtain the benefit of the services of the Principal as
described in Schedule "A" relating to the Company's business and the Company wishes to engage the services of
the Principal pursuant to the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants,
conditions and agreements hereinafter contained, the parties hereto agree as follows:

1. Recitals Incorporated in Agreement

The above mentioned recitals are hereby incorporated into this Agreement by reference and are deemed to be
true representations of the relevant party hereto as the context implies.

2. Engagement

The Company hereby engages the Principal to provide the Principal's services as set forth in Schedule "A" for the
Term (as hereinafter defined). The Principal hereby accepts such engagement on the following terms and
conditions. Without limiting the foregoing, it is mutually agreed that during the Term of this Agreement, the
Principal will be responsible and subject to the management and Board of Directors of the Company, and that the
services agreed to be provided by the Principal will be consistent with those set forth in the Principal's Job
Description or as such Job Description may be amended by the Company from time to time. The Principal will
perform all assigned functions to the satisfaction of the management and Board of Directors of the Company.

3. Time and Effort - Compliance with Policies

The Principal must apply his full time attention and ability to the business and affairs of the Company and shall
well and conscientiously service the Company during the Term. It is mutually agreed that the Principal will
diligently abide by any the regulations, instructions, directions and project policies of the Company and its
management and Board of Directors.

4. Non-Disclosure
Except as required in the performance of the Principal's duties pursuant to this Agreement, the Principal must not
during the Term or for a period of two (2)

                                                     E - 153
years after termination of this Agreement divulge, publish or disclose in any manner or medium electronic or
otherwise, confidential information of the Company or any of its subsidiaries or affiliates or any trade secrets
thereof to any person or entity without the prior written consent of the Company. In addition, the Principal agrees
to execute and be absolutely bound by the terms and conditions of the Principal's Confidentiality and Non-
Circumvention Agreement (the "NDA Agreement") in the form attached hereto as Schedule "B". Without limiting
the generality of the foregoing, the Principal further agrees that during the Term of this Agreement and any
extensions thereof, and for a period of two (2) years after the Termination Date the Principal agrees that the
Principal will not directly or indirectly approach the Company's customers, clients, or suppliers of services of a
proprietary nature in any manner whatsoever for any purpose. In addition, without limiting the generality of the
foregoing, the Principal further agrees that the Principal is prohibited from discussing, commenting, making
remarks of any kind, in respect of any matters that might directly or indirectly be related to the projects, products,
methods, strategies, services and operations of the Company or any of its subsidiaries or affiliates to individuals
or parties outside of the facilities or place of business of the Company without prior written consent from the
management.

5. Permitted Investments and Activities

Nothing in this Agreement shall restrict or impede the Principal from holding, re-investing or liquidating
investments held by him at the date hereof or from participation in any other investment, activity or business so
long as such participation

(a) does not cause conflict or is not contrary to the interests of the Company; or

(b) does not make it impossible for the Principal to properly fulfil his duties hereunder; or

(c) does not contain restrictions within those investments, in the case of securities or benefits issued by the
Company to the Principal as compensation or consideration in kind, that would otherwise violate those
restrictions on such investments; or

(d) does not violate any applicable securities laws or relevant fiduciary duties afforded by his position or affiliation
to the Company or any of its subsidiaries.

6. Term


Subject to the provisions hereof the term of the Principal's rights and obligations (the "Term") will commence on
the Commencement Date set forth in Schedule "A" (the "Commencement Date") and will terminate, without
severance fees or other payments due from the Company to the Principal on the first occurring of the following:

(a) upon the Termination Date, if any, set forth in Schedule "A" or any extensions thereof that might be mutually
agreed to by the parties (the "Termination Date"); or

(b) upon the Principal providing the Company with four (4) week's written notice of its intent to terminate.

Notwithstanding the foregoing, the continued employment of the Principal by the Company pursuant to this
Agreement is subject to a review and evaluation of the performance of the Principal by the management of the
Company three (3) months following the Commencement Date (the "Probationary Period") or as soon thereafter
as is reasonably possible (the "Review"). If the Company, in its sole absolute discretion, determines that the
Review or Probationary Period indicates that the performance of the Principal is not satisfactory then the
employment of the Principal and the Term of this Agreement may be immediately terminated by the Company
upon the Company providing the Principal written notice of its decision and the effective date of the termination of
employment. In that event, the Principal will only be entitled to receive payment of the Principal's wages up to the
effective date of termination. This Agreement will also be terminated as of such date except for Paragraphs 4, 14,
15, 16, 17, 18 and 25 hereof, which Paragraphs shall continue in force.

                                                        E - 154
7. Remuneration

The Company will pay and the Principal agrees to accept as compensation for all the services to be rendered
hereunder for the Term, the remuneration as set forth in Schedule "A" hereto. The Principal agrees that all
deductions from source required to be made by the Company, if applicable, in respect of the employment of the
Principal including, without limitation, federal income tax deductions, Workers Compensation, Unemployment
Insurance, Canada Pension or like payments will be made by the Company and the Principal agrees to hold the
Company harmless from any claim made by any competent government authority for taxes or other deductions
which might have been made or remitted by the Company.

8. Benefits

The Principal shall be entitled to participate in all benefits available in the benefit plans that the Company might
establish, from time to time, for its Principals (the "Benefits") at the Company's actual cost. The available Benefits
as of the Commencement Date of this Agreement are described in Schedule "A" hereto.

______initial

9. Holidays

The Principal will be entitled to the number of weeks in each year as set forth in Schedule "A", the time of which
will be agreed by Company and the Principal, during which no services are required to be rendered hereunder.

10. Expenses and Automobile

The Company agrees to reimburse the Principal for all necessary and authorized expenses reasonably incurred in
connection with the provision and performance of services hereunder and for which statements and receipts are
submitted to the Company, including authorized travel and other expenses incidental to the duties undertaken
hereunder. The Company agrees to pay the Principal for his use of the Principal's vehicle for Company business
as set forth in Schedule "A".

11. Offices and Staff

The Company, at its own cost, will provide the Principal with appropriate offices and staff assistance if necessary
or required, which offices and staff will be located at the Company's operations in the Greater Vancouver
Metropolitan Area, British Columbia, which will be the Company's place of business during the Term unless the
business of the Company requires a relocation or expansion of its operations.

12. Termination

If the Company terminates this Agreement because of a violation of any relevant criminal or securities law,
neglect, incompetence or breach of fiduciary duty of the Principal, or otherwise for just cause, the Principal will
not be entitled to receive any severance payment or any other remuneration except the fees payable up to and
including the effective date of termination and any amount due from the Company to settle any pre-existing debt
or service obligation.

13. Illness or Disability

If the Principal shall, by reason of illness or mental or physical disability or incapacity fail to perform, for any two
(2) consecutive calendar months in any calendar year or for three (3) months in the aggregate in any successive
calendar years, the Principal's duties hereunder, the Company may by two (2) weeks notice in writing to the
Principal terminate the employment of the Principal hereunder, in which event this Agreement, except for
Paragraphs 4, 14, 15, 16, 17, 18 and 25 hereof which Paragraphs shall continue in force, and the employment of
the Principal pursuant to this Agreement will be wholly terminated upon giving two (2) weeks written notice given
by the Company to the Principal, and the Principal shall have no claim against the Company for damages or

                                                        E - 155
otherwise for such termination except in respect for remuneration as provided for in Paragraph 7 above to the
date of such termination.

14. Intellectual Property Rights

The Principal acknowledges and agrees that the Company is engaging the services of the Principal to benefit the
Company and its various businesses and projects and that the Principal is being fully compensated for his services
by virtue of the remuneration that the Principal agrees to accept as provided for in this Agreement. Accordingly,
the Principal acknowledges and agrees that the Company is and at all times will be the sole and absolute owner
of all right, title and interest in and to all copyright, patents, trademarks and all other proprietary and intellectual
property rights relating to the business and operations of the Company and the services performed by the
Principal for the Company, its affiliates and subsidiaries (collectively called the "Intellectual Property Rights"). The
Principal agrees to waive all so called "moral rights" under any applicable copyright legislation. The Principal
further agrees that at the request of the Company, the Principal will duly and promptly execute and deliver to the
Company assignments or transfers of any of the Intellectual Property Rights in the prescribed manner together
with all necessary related prescribed documentation (the "Transfers"). The Transfers shall be in favour of and in
the name of the Company, or any third party designated by the Company, as the transferee or assignee, at no
cost to the Principal. The Principal hereby irrevocably and absolutely designates and appoints the Company as
his Attorney-in-Fact with full power and authority to duly execute and deliver any Transfers on behalf of and in
the name of the Principal if the Principal is unable or unwilling to duly execute and deliver any Transfers to the
Company. The provisions of the NDA Agreement attached hereto as Schedule "B" shall also govern matters
pertaining to the Intellectual Property Rights.

______initial

15. Restrictive Covenant

The Principal hereby agrees that if the employment of the Principal with the Company is terminated for any
reason whatsoever, that the Principal will be restricted in his/her business activities for a period of two (2) years
from the date of such termination from directly or indirectly at any time carrying on or engaging in or being
concerned in any trade, operations or business similar to that carried on by the Company, or from giving any
advice to or guaranteeing the debts of or obligations of, either directly or indirectly, anyone involved in any such
trade, operation or business anywhere within Canada and the United States of America.

16. Indemnification

The Principal agrees that the Principal will indemnify the Company and hold it harmless against any claim or
action for infringement of copyright or any other intellectual property or other proprietary right arising from or in
connection with the use of material contributed by the Principal under the terms of this Agreement, provided that
this indemnity shall not extend to such claims of infringement of copyright or other intellectual property rights
based upon material supplied by the Principal and in respect of which the Principal had previously advised the
Company in writing that the Principal does not hold the appropriate intellectual property rights.

17. Return of Records

On termination of this Agreement for any reason, the Principal agrees to return to the Company, as it may direct
and at the Principal's cost, all business records, correspondence, files, technical data, equipment samples and
other material or records in his possession at the time of such termination and belonging to or supplied by the
Company, its customers, suppliers or shareholders.

                                                       E - 156
18. Equipment

It is mutually agreed that the Principal will be responsible for the custody and care of any equipment or supplies
of the Company or other person or entity that the Principal might use in the performance of the Principal's
services herein. It is further agreed that no equipment purchased and provided for the Principal by the Company
may leave the premises of the Company without authorization or consent from two other principals or
supervisors. The Principal hereby understands and agrees that any breach of the provisions of this section may, at
the Company's sole absolute discretion, be cause for his or her immediate termination under the terms and
conditions of this Agreement.

19. Monitoring of Principal

The Principal acknowledges, understands and agrees that the Company is developing and possesses certain
confidential proprietary information, materials, systems and trade secrets including, without limitation, technical,
business and financial information that if disclosed could result in substantial loss and damage to the Company.
Accordingly, the Principal acknowledges, understands and agrees that the Company must protect its confidential
and proprietary information by utilizing a variety of monitoring and surveillance systems and search equipment that
will monitor and observe the Principal and the activities of the Principal as well as other Principals including,
without limitation, video and audio surveillance recording systems, interception of email and other document
communications made by and to the Principal, monitoring of Principal's telephone conversations, and monitoring
of Principal's computer activities. The Principal hereby agrees and consents to being subject to all such monitoring
and surveillance systems and activities whether performed directly by the Company or by any third party acting
on the Company's behalf.

20. Non-Waiver of Contractual Rights

The failure of either party to enforce any provision of this Agreement will not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict compliance with each and every provision
of this Agreement.

21. Insurance

The Company reserves the right to retain life or key-man insurance on the life of the Principal in an amount that
the Company determines. The costs of such insurance will be borne entirely by the Company and the benefits of
such insurance will be entirely the property of the Company.

______initial

22. Assignment

This Agreement is not assignable by the Principal. The Company may assign this Agreement without the consent
of the Principal.

23. Modification

No modification of this Agreement will be valid unless made in writing and signed by the parties hereto and the
execution by the Company of such modifications will be in accordance with its Articles.

24. Governing Law

This Agreement shall be construed and enforced pursuant to the laws in force in the Province of British Columbia
and Canada. Each of the parties hereto attorn to the jurisdiction of the Courts of the Province of British Columbia
which shall have exclusive jurisdiction in respect of all matters relating to or arising out of this Agreement.

25. Arbitration

All disputes arising out of or in connection with this Agreement that cannot be settled from discussion between
and the mutual agreement of the parties, shall be referred to and finally resolved by arbitration under the "Rules
For Domestic
E - 157
Commercial Arbitration Proceedings" of the British Columbia International Commercial Arbitration Centre
("BCICAC"). The appointing authority will be the BCICAC and the case will be administered by BCICAC in
accordance with its "Procedures for Cases under the BCICAC Rules". The place of arbitration will be
Vancouver, British Columbia. If any of the foregoing rules or facilities for arbitration are not in force or available
at the time that any arbitration is to be held then the parties must mutually agree to alternative and appropriate
arbitration rules of procedure or facilities, as the case may be.

26. Notice

Any notice required or permitted to be given in respect of this Agreement shall be validly given if in writing and
either hand delivered, communicated by facsimile transmission or sent by prepaid mail to the other party to their
respective addresses or fax numbers appearing on the first page of this Agreement, or to such other address or
fax number as a party hereto may notify the other party in writing. Any notice which is hand delivered to a party
or sent by facsimile transmission shall be deemed to be delivered on the date of such hand delivery or facsimile
transmission and notices mailed by prepaid post shall be deemed delivered on the second business day following
such posting.

27. Severability

If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or
invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such
provisions shall be severable from the remainder of this Agreement.

28. Entire Agreement

The provisions herein and in the Schedules hereto constitute and contain the entire employment agreement
between the parties hereto and supersedes all previous understandings, communications, representations and
agreements, whether verbal or written, between the parties with respect to the subject matter hereof.

                                                       E - 158
IN WITNESS WHEREOF this Agreement was duly executed by the parties hereto as of the day and year first
above written.

                              CANONLINE   MEDIA    CORPORATION          )
                                                                        )
                                                                        )
                                                                        )




Per: ______________________________ ) ) ) ) Per: ______________________________ ) )

            SIGNED, SEALED & DELIVERED                 )
            BY THE PRINCIPAL in the presence of:       )
                                                       )
                                                       )
                                                       )
            _________________________________          )    _____________________________
            Signature of Witness                       )         THE PRINCIPAL




                                      SOCIAL INS. /SECURITY

                                                                        )
                                                                        )
                              _________________________________         )
                              Address of Witness                        )
                                                                        )
                              _________________________________         )
                              Occupation of Witness                     )




                                                  E - 159
                                                  SCHEDULE "A"

Section numbers listed below correspond to Paragraph numbers in the Agreement.

Recital B. and Paragraph 2. Engagement

Description of the Principal's skills and services:

- Corporate and Commercial Canadian Law
- Entertainment and Technology Licensing Law
- Business and Management Law

                                            Principal's Position & Title:

- Secretary and Canadian General Counsel

                                       Principal's Duties & Responsibilities:

- Manage, Co-ordinate and Supervise all legal affairs of the Company
- Manage and Supervise all IP and Trademark Compliance with Compliance Officer(s)
- Manage and Supervise all legal Technology and Intellectual transactions
- Assist and HR Dispute Resolutions including supervision of all financial and corporate compliance audits
- Any other duties as might be assigned by the Board of Directors of the Company or Board of Directors of its
Parent Company.

Paragraph 6. Term

Commencement Date: _______November 1, 2002___________

Evaluation Date: __________________________________

Paragraph 7. Remuneration

Description of the Principal's Remuneration and terms of payment, etc.:

(a) Wages: $__5,000 CAD_ per Month (review pending 3 and 6 months thereafter)

(b) Principal Stock Options, if any:

1. If the Principal successfully remains through his Probationary Period, then the Principal will be entitled to
receive Stock Grants or participate in the Company's Stock Option Plan provided for by its Parent Company.
This determination will solely be at the discretion of the Board of Directors of the Company and the Board of
Directors of its parent Company.

2. Terms and Conditions of any Stock Grants or Stock Options will be provided for and governed by a separate
and independent agreement issued by its parent company (the "Stock Agreement").

3. If the Principal is terminated or resigns for any reason, the treatment of any issued Stock Grants or Stock
Options after such termination or resignation will be determined and governed by such Stock Agreement issued
by its parent company

(c) Bonus to be determined on performance on an annual basis to be solely determined by direct management or
Board of Directors of the Company.

                                                      E - 160
Paragraph 8. Benefits

Description of the Benefits available:

- Full Extended Medical after 3 months of Service subject to the affordability of the Company

- Full Dental after 6 months of Service subject to the affordability of the Company

Paragraph 9. Holidays

Number of weeks of holiday available to the Principal:

- 3 weeks after first year
- Statutory Holidays

Paragraph 10. Expenses and Automobile

The Company agrees to pay Principal mileage at the rate of $_____ per kilometre for his use of the Principal's
vehicle for Company business or $______ per month whichever is greater.

- Principal has up to $1,000 a month in personal expense allowance as a taxable benefit. Principal must provide
for valid receipts at the end of each month prior to reimbursement. Source income/benefit deductions will not be
deducted immediately from such personal expense allowance until the end of each fiscal year.

- Principal may submit valid receipts for reasonable meals, gasoline and travel expenditures that are directly
attributed to the normal course of business of the Company.

- At the financial affordability of the Company, the Principal may at his election, be provided a lease vehicle of
not greater than $750 per month in lease payments every three years and the Company agrees to provide such
vehicle and all necessary maintenance, up-keep and insurance coverage for his sole use. The Principal agrees that
such lease vehicle will be the property of the Company during his use and in the event of his termination or
resignation, the Principal shall have an option to purchase or assume the lease vehicle from the Company under
terms to be mutually determined by the Principal and the Company at the time of such event. In the event the
Company cannot afford to provide such lease vehicle during the duration of the Term of this Agreement, the
Principal agrees that he cannot not claim for any past loss of this benefit.

- Reasonable Parking Disbursement or facilitation of parking space

Special Particulars (If any)

- Security Level (Black). - Principal has complete access to sensitive level networking, design and project
operations.

                                                      E - 161
- Principal cannot conduct third party consultation work, carry out part-time employment or contract assignments
similar to that of the projects or operations of the Company. Principal understands and agrees that the Company
may at its sole right without notice, terminate the employment of the Principal in the event a breach of this
particular is discovered with prior disclosure or authorization as specifically described herein.

______initial

                                                    E - 162
                                                 EXHIBIT 10.14

                                    Key Principal Employment Agreement

THIS AGREEMENT made effective as of the 1st day of February, 2001.

BETWEEN: CANONLINE MEDIA CORPORATION, a company duly incorporated under the laws of the
Province of British Columbia having an office at 1628 West 7th Avenue Vancouver British Columbia, Canada
V6J 1S5 (herein called the "Company")

                                                                         OF THE FIRST PART

          AND:             BRENT RICHARD BYSOUTH #1701 - 1600L BEACH AVENUE VANCOUVER BRITISH
                           COLUMBIA V6Z 2P3 SIN:___________________________

               (full legal name and address - include social security/insurance number)
                               (herein called the "Principal")

                                                                         OF   THE   SECOND   PART




WHEREAS:

A. The Company carries on the business of conducting scientific research and development in the areas of
computer software and internet communications and marketing and distributing its various online products and
services. In this Agreement where the context requires, the term "Company" will refer to and include CanOnline
Media Corporation, its parent corporation CanOnline Global Media, Inc. (USA), affiliates and subsidiaries.

B. It is deemed to be in the best interest of the Company to obtain the benefit of the services of the Principal as
described in Schedule "A" relating to the Company's business and the Company wishes to engage the services of
the Principal pursuant to the terms and conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants,
conditions and agreements hereinafter contained, the parties hereto agree as follows:

1. Recitals Incorporated in Agreement

The above mentioned recitals are hereby incorporated into this Agreement by reference and are deemed to be
true representations of the relevant party hereto as the context implies.

2. Engagement

The Company hereby engages the Principal to provide the Principal's services as set forth in Schedule "A" for the
Term (as hereinafter defined). The Principal hereby accepts such engagement on the following terms and
conditions. Without limiting the foregoing, it is mutually agreed that during the Term of this Agreement, the
Principal will be responsible and subject to the management and Board of Directors of the Company, and that the
services agreed to be provided by the Principal will be consistent with those set forth in the Principal's Job
Description or as such Job Description may be amended by the Company from time to time. The Principal will
perform all assigned functions to the satisfaction of the management and Board of Directors of the Company.

3. Time and Effort - Compliance with Policies

The Principal must apply his full time attention and ability to the business and affairs of the Company and shall
well and conscientiously service the Company during the Term. It is mutually agreed that the Principal will
diligently abide by any the regulations, instructions, directions and project policies of the Company and its
management and Board of Directors.

4. Non-Disclosure
Except as required in the performance of the Principal's duties pursuant to this Agreement, the Principal must not
during the Term or for a period of two (2)

                                                     E - 163
years after termination of this Agreement divulge, publish or disclose in any manner or medium electronic or
otherwise, confidential information of the Company or any of its subsidiaries or affiliates or any trade secrets
thereof to any person or entity without the prior written consent of the Company. In addition, the Principal agrees
to execute and be absolutely bound by the terms and conditions of the Principal's Confidentiality and Non-
Circumvention Agreement (the "NDA Agreement") in the form attached hereto as Schedule "B". Without limiting
the generality of the foregoing, the Principal further agrees that during the Term of this Agreement and any
extensions thereof, and for a period of two (2) years after the Termination Date the Principal agrees that the
Principal will not directly or indirectly approach the Company's customers, clients, or suppliers of services of a
proprietary nature in any manner whatsoever for any purpose. In addition, without limiting the generality of the
foregoing, the Principal further agrees that the Principal is prohibited from discussing, commenting, making
remarks of any kind, in respect of any matters that might directly or indirectly be related to the projects, products,
methods, strategies, services and operations of the Company or any of its subsidiaries or affiliates to individuals
or parties outside of the facilities or place of business of the Company without prior written consent from the
management.

5. Permitted Investments and Activities

Nothing in this Agreement shall restrict or impede the Principal from holding, re-investing or liquidating
investments held by him at the date hereof or from participation in any other investment, activity or business so
long as such participation

(a) does not cause conflict or is not contrary to the interests of the Company; or

(b) does not make it impossible for the Principal to properly fulfil his duties hereunder; or

(c) does not contain restrictions within those investments, in the case of securities or benefits issued by the
Company to the Principal as compensation or consideration in kind, that would otherwise violate those
restrictions on such investments; or

(d) does not violate any applicable securities laws or relevant fiduciary duties afforded by his position or affiliation
to the Company or any of its subsidiaries.

6. Term


Subject to the provisions hereof the term of the Principal's rights and obligations (the "Term") will commence on
the Commencement Date set forth in Schedule "A" (the "Commencement Date") and will terminate, without
severance fees or other payments due from the Company to the Principal on the first occurring of the following:

(a) upon the Termination Date, if any, set forth in Schedule "A" or any extensions thereof that might be mutually
agreed to by the parties (the "Termination Date"); or

(b) upon the Principal providing the Company with four (4) week's written notice of its intent to terminate.

Notwithstanding the foregoing, the continued employment of the Principal by the Company pursuant to this
Agreement is subject to a review and evaluation of the performance of the Principal by the management of the
Company three (3) months following the Commencement Date (the "Probationary Period") or as soon thereafter
as is reasonably possible (the "Review"). If the Company, in its sole absolute discretion, determines that the
Review or Probationary Period indicates that the performance of the Principal is not satisfactory then the
employment of the Principal and the Term of this Agreement may be immediately terminated by the Company
upon the Company providing the Principal written notice of its decision and the effective date of the termination of
employment. In that event, the Principal will only be entitled to receive payment of the Principal's wages up to the
effective date of termination. This Agreement will also be terminated as of such date except for Paragraphs 4, 14,
15, 16, 17, 18 and 25 hereof, which Paragraphs shall continue in force.

                                                        E - 164
7. Remuneration

The Company will pay and the Principal agrees to accept as compensation for all the services to be rendered
hereunder for the Term, the remuneration as set forth in Schedule "A" hereto. The Principal agrees that all
deductions from source required to be made by the Company, if applicable, in respect of the employment of the
Principal including, without limitation, federal income tax deductions, Workers Compensation, Unemployment
Insurance, Canada Pension or like payments will be made by the Company and the Principal agrees to hold the
Company harmless from any claim made by any competent government authority for taxes or other deductions
which might have been made or remitted by the Company.

8. Benefits

The Principal shall be entitled to participate in all benefits available in the benefit plans that the Company might
establish, from time to time, for its Principals (the "Benefits") at the Company's actual cost. The available Benefits
as of the Commencement Date of this Agreement are described in Schedule "A" hereto.

______initial

9. Holidays

The Principal will be entitled to the number of weeks in each year as set forth in Schedule "A", the time of which
will be agreed by Company and the Principal, during which no services are required to be rendered hereunder.

10. Expenses and Automobile

The Company agrees to reimburse the Principal for all necessary and authorized expenses reasonably incurred in
connection with the provision and performance of services hereunder and for which statements and receipts are
submitted to the Company, including authorized travel and other expenses incidental to the duties undertaken
hereunder. The Company agrees to pay the Principal for his use of the Principal's vehicle for Company business
as set forth in Schedule "A".

11. Offices and Staff

The Company, at its own cost, will provide the Principal with appropriate offices and staff assistance if necessary
or required, which offices and staff will be located at the Company's operations in the Greater Vancouver
Metropolitan Area, British Columbia, which will be the Company's place of business during the Term unless the
business of the Company requires a relocation or expansion of its operations.

12. Termination

If the Company terminates this Agreement because of a violation of any relevant criminal or securities law,
neglect, incompetence or breach of fiduciary duty of the Principal, or otherwise for just cause, the Principal will
not be entitled to receive any severance payment or any other remuneration except the fees payable up to and
including the effective date of termination and any amount due from the Company to settle any pre-existing debt
or service obligation.

13. Illness or Disability

If the Principal shall, by reason of illness or mental or physical disability or incapacity fail to perform, for any two
(2) consecutive calendar months in any calendar year or for three (3) months in the aggregate in any successive
calendar years, the Principal's duties hereunder, the Company may by two (2) weeks notice in writing to the
Principal terminate the employment of the Principal hereunder, in which event this Agreement, except for
Paragraphs 4, 14, 15, 16, 17, 18 and 25 hereof which Paragraphs shall continue in force, and the employment of
the Principal pursuant to this Agreement will be wholly terminated upon giving two (2) weeks written notice given
by the Company to the Principal,

                                                        E - 165
and the Principal shall have no claim against the Company for damages or otherwise for such termination except
in respect for remuneration as provided for in Paragraph 7 above to the date of such termination.

14. Intellectual Property Rights

The Principal acknowledges and agrees that the Company is engaging the services of the Principal to benefit the
Company and its various businesses and projects and that the Principal is being fully compensated for his services
by virtue of the remuneration that the Principal agrees to accept as provided for in this Agreement. Accordingly,
the Principal acknowledges and agrees that the Company is and at all times will be the sole and absolute owner
of all right, title and interest in and to all copyright, patents, trademarks and all other proprietary and intellectual
property rights relating to the business and operations of the Company and the services performed by the
Principal for the Company, its affiliates and subsidiaries (collectively called the "Intellectual Property Rights"). The
Principal agrees to waive all so called "moral rights" under any applicable copyright legislation. The Principal
further agrees that at the request of the Company, the Principal will duly and promptly execute and deliver to the
Company assignments or transfers of any of the Intellectual Property Rights in the prescribed manner together
with all necessary related prescribed documentation (the "Transfers"). The Transfers shall be in favour of and in
the name of the Company, or any third party designated by the Company, as the transferee or assignee, at no
cost to the Principal. The Principal hereby irrevocably and absolutely designates and appoints the Company as
his Attorney-in-Fact with full power and authority to duly execute and deliver any Transfers on behalf of and in
the name of the Principal if the Principal is unable or unwilling to duly execute and deliver any Transfers to the
Company. The provisions of the NDA Agreement attached hereto as Schedule "B" shall also govern matters
pertaining to the Intellectual Property Rights.

______initial

15. Restrictive Covenant

The Principal hereby agrees that if the employment of the Principal with the Company is terminated for any
reason whatsoever, that the Principal will be restricted in his/her business activities for a period of two (2) years
from the date of such termination from directly or indirectly at any time carrying on or engaging in or being
concerned in any trade, operations or business similar to that carried on by the Company, or from giving any
advice to or guaranteeing the debts of or obligations of, either directly or indirectly, anyone involved in any such
trade, operation or business anywhere within Canada and the United States of America.

16. Indemnification

The Principal agrees that the Principal will indemnify the Company and hold it harmless against any claim or
action for infringement of copyright or any other intellectual property or other proprietary right arising from or in
connection with the use of material contributed by the Principal under the terms of this Agreement, provided that
this indemnity shall not extend to such claims of infringement of copyright or other intellectual property rights
based upon material supplied by the Principal and in respect of which the Principal had previously advised the
Company in writing that the Principal does not hold the appropriate intellectual property rights.

17. Return of Records

On termination of this Agreement for any reason, the Principal agrees to return to the Company, as it may direct
and at the Principal's cost, all business records, correspondence, files, technical data, equipment samples and
other material or records in his possession at the time of such termination and belonging to or supplied by the
Company, its customers, suppliers or shareholders.

                                                       E - 166
18. Equipment

It is mutually agreed that the Principal will be responsible for the custody and care of any equipment or supplies
of the Company or other person or entity that the Principal might use in the performance of the Principal's
services herein. It is further agreed that no equipment purchased and provided for the Principal by the Company
may leave the premises of the Company without authorization or consent from two other principals or
supervisors. The Principal hereby understands and agrees that any breach of the provisions of this section may, at
the Company's sole absolute discretion, be cause for his or her immediate termination under the terms and
conditions of this Agreement.

19. Monitoring of Principal

The Principal acknowledges, understands and agrees that the Company is developing and possesses certain
confidential proprietary information, materials, systems and trade secrets including, without limitation, technical,
business and financial information that if disclosed could result in substantial loss and damage to the Company.
Accordingly, the Principal acknowledges, understands and agrees that the Company must protect its confidential
and proprietary information by utilizing a variety of monitoring and surveillance systems and search equipment that
will monitor and observe the Principal and the activities of the Principal as well as other Principals including,
without limitation, video and audio surveillance recording systems, interception of email and other document
communications made by and to the Principal, monitoring of Principal's telephone conversations, and monitoring
of Principal's computer activities. The Principal hereby agrees and consents to being subject to all such monitoring
and surveillance systems and activities whether performed directly by the Company or by any third party acting
on the Company's behalf.

20. Non-Waiver of Contractual Rights

The failure of either party to enforce any provision of this Agreement will not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel strict compliance with each and every provision
of this Agreement.

21. Insurance

The Company reserves the right to retain life or key-man insurance on the life of the Principal in an amount that
the Company determines. The costs of such insurance will be borne entirely by the Company and the benefits of
such insurance will be entirely the property of the Company.

______initial

22. Assignment

This Agreement is not assignable by the Principal. The Company may assign this Agreement without the consent
of the Principal.

23. Modification

No modification of this Agreement will be valid unless made in writing and signed by the parties hereto and the
execution by the Company of such modifications will be in accordance with its Articles.

24. Governing Law

This Agreement shall be construed and enforced pursuant to the laws in force in the Province of British Columbia
and Canada. Each of the parties hereto attorn to the jurisdiction of the Courts of the Province of British Columbia
which shall have exclusive jurisdiction in respect of all matters relating to or arising out of this Agreement.

25. Arbitration

All disputes arising out of or in connection with this Agreement that cannot be settled from discussion between
and the mutual agreement of the parties, shall be referred to and finally resolved by arbitration under the "Rules
For Domestic
E - 167
Commercial Arbitration Proceedings" of the British Columbia International Commercial Arbitration Centre
("BCICAC"). The appointing authority will be the BCICAC and the case will be administered by BCICAC in
accordance with its "Procedures for Cases under the BCICAC Rules". The place of arbitration will be
Vancouver, British Columbia. If any of the foregoing rules or facilities for arbitration are not in force or available
at the time that any arbitration is to be held then the parties must mutually agree to alternative and appropriate
arbitration rules of procedure or facilities, as the case may be.

26. Notice

Any notice required or permitted to be given in respect of this Agreement shall be validly given if in writing and
either hand delivered, communicated by facsimile transmission or sent by prepaid mail to the other party to their
respective addresses or fax numbers appearing on the first page of this Agreement, or to such other address or
fax number as a party hereto may notify the other party in writing. Any notice which is hand delivered to a party
or sent by facsimile transmission shall be deemed to be delivered on the date of such hand delivery or facsimile
transmission and notices mailed by prepaid post shall be deemed delivered on the second business day following
such posting.

27. Severability

If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or
invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such
provisions shall be severable from the remainder of this Agreement.

28. Entire Agreement

The provisions herein and in the Schedules hereto constitute and contain the entire employment agreement
between the parties hereto and supersedes all previous understandings, communications, representations and
agreements, whether verbal or written, between the parties with respect to the subject matter hereof.

                                                       E - 168
IN WITNESS WHEREOF this Agreement was duly executed by the parties hereto as of the day and year first
above written.

                              CANONLINE   MEDIA    CORPORATION          )
                                                                        )
                                                                        )
                                                                        )




Per: ______________________________ ) ) ) ) Per: ______________________________ ) )

            SIGNED, SEALED & DELIVERED                 )
            BY THE PRINCIPAL in the presence of:       )
                                                       )
                                                       )
                                                       )
            _________________________________          )    _____________________________
            Signature of Witness                       )         THE PRINCIPAL




                                      SOCIAL INS. /SECURITY

                                                                        )
                                                                        )
                              _________________________________         )
                              Address of Witness                        )
                                                                        )
                              _________________________________         )
                              Occupation of Witness                     )




                                                  E - 169
                                                  SCHEDULE "A"

Section numbers listed below correspond to Paragraph numbers in the Agreement.

Recital B. and Paragraph 2. Engagement

Description of the Principal's skills and services:

- Software Engineering and Database Programming

                                            Principal's Position & Title:

- President, CEO, Director

                                       Principal's Duties & Responsibilities:

- Manage and Coordinate Product and Software Engineering
- Manage Product Development & Architecture
- Identify qualified Personnel for Production and Engineering
- Duties as might be assigned by the Board of Directors or direct Management

Paragraph 6. Term

Commencement Date: _______February 1, 2001___________

Evaluation Date: ________________________________

Paragraph 7. Remuneration

Description of the Principal's Remuneration and terms of payment, etc.:

(a) Wages: $__4,500 CAD_ per Month (review pending 3 and 6 months thereafter)

(b) Principal Stock Options, if any:

1. If the Principal successfully remains through his Probationary Period, then the Principal will be entitled to
receive Stock Grants or participate in the Company's Stock Option Plan provided for by its Parent Company.
This determination will solely be at the discretion of the Board of Directors of the Company and the Board of
Directors of its parent Company.

2. Terms and Conditions of any Stock Grants or Stock Options will be provided for and governed by a separate
and independent agreement issued by its parent company (the "Stock Agreement").

3. If the Principal is terminated or resigns for any reason, the treatment of any issued Stock Grants or Stock
Options after such termination or resignation will be determined and governed by such Stock Agreement issued
by its parent company

(c) Bonus to be determined on performance on an annual basis to be solely determined by direct management or
Board of Directors of the Company.

Paragraph 8. Benefits

Description of the Benefits available:

                                                      E - 170
- Full Extended Medical after 3 months of Service subject to the affordability of the Company

- Full Dental after 6 months of Service subject to the affordability of the Company

Paragraph 9. Holidays

Number of weeks of holiday available to the Principal:

- 3 weeks after first year
- Statutory Holidays

Paragraph 10. Expenses and Automobile

The Company agrees to pay Principal mileage at the rate of $_____ per kilometre for his use of the Principal's
vehicle for Company business or $______ per month whichever is greater.

- Principal has up to $1,000 a month in personal expense allowance as a taxable benefit. Principal must provide
for valid receipts at the end of each month prior to reimbursement. Source income/benefit deductions will not be
deducted immediately from such personal expense allowance until the end of each fiscal year.

- Principal may submit valid receipts for reasonable meals, gasoline and travel expenditures that are directly
attributed to the normal course of business of the Company.

- At the financial affordability of the Company, the Principal may at his election, be provided a lease vehicle of
not greater than $750 per month in lease payments every three years and the Company agrees to provide such
vehicle and all necessary maintenance, up-keep and insurance coverage for his sole use. The Principal agrees that
such lease vehicle will be the property of the Company during his use and in the event of his termination or
resignation, the Principal shall have an option to purchase or assume the lease vehicle from the Company under
terms to be mutually determined by the Principal and the Company at the time of such event. In the event the
Company cannot afford to provide such lease vehicle during the duration of the Term of this Agreement, the
Principal agrees that he cannot not claim for any past loss of this benefit.

- Reasonable Parking Disbursement or facilitation of parking space

Special Particulars (If any)

- Security Level (Black). - Principal has complete access to sensitive level networking, design and project
operations.

- Principal cannot conduct third party consultation work, carry out part-time employment or contract assignments
similar to that of the projects or operations of the Company. Principal understands and agrees that the Company
may at its sole right without notice, terminate the employment of the Principal in the event a breach of this
particular is discovered with prior disclosure or authorization as specifically described herein.

______initial

                                                      E - 171
                                                    EXHIBIT 31.1

                                                 CERTIFICATIONS

I, Peter Hogendoorn, Principal Executive Officer of NS8 Corporation, certify that:

1. I have reviewed this annual report on Form 10-KSB of NS8 Corporation, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) for the registrant and we
have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in
which this annual report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this annual
report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the
period covered by this report based on our evaluation;

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

                 Date:    April    14,   2004                       /s/ Peter Hogendoorn
                                                                    ----------------------
                                                                    Principal Executive Officer




                                                         E - 172
                                                    EXHIBIT 31.2

                                                 CERTIFICATIONS

I, Ricardo Rosado, Principal Financial Officer of NS8 Corporation, certify that:

1. I have reviewed this annual report on Form 10-KSB of NS8 Corporation;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) for the registrant and we
have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in
which this annual report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this annual
report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the
period covered by this report based on our evaluation;

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

                Date:    April    14,   2004                        /s/ Ricardo Rosado
                                                                    --------------------
                                                                    Principal Financial         Officer




                                                         E - 173
                                                  EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION

                              906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NS8 Corporation (the "Company") on Form 10-KSB for the period
ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Peter Hogendoorn, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C.
section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that;

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will
be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

                                         /s/ Peter Hogendoorn
                                         ----------------------
                                         Principal Executive Officer
                                         April 14, 2004




                                                       E - 174
                                                   EXHIBIT 32.2

               CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

              PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of NS8 Corporation (the "Company") on Form 10-KSB for the period
ending December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Ricardo Rosado, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respect, the financial condition and result
of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will
be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

                                            /s/ Ricardo Rosado
                                            --------------------
                                            Chief Financial Officer
                                            April 14, 2004




                                                       E - 175