Exhibit 10.5



                        INDEPENDENT CONSULTANT AGREEMENT
                                  Scott M. Owen

         This  Independent  Consulting  Agreement  ("Agreement") is entered into
effective  as of the 8th day o f  September,  2003,  by and  between  Y3K Secure
Enterprise Software, Inc. with offices at 108 W. Stewart Street, Puyallup WA.
98371 (the "Company") and Scott M. Owen ("Consultant")

                                    Recitals

         A. WHEREAS, the Company desires to retain Consultant to provide certain
Services,  and Consultant desires to perform such Services for the Company as an
independent contractor; and

         B. WHEREAS,  the Company and Consultant wish to set forth inwriting the
terms of their contractual relationship;

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
hereinafter contained, the parties agree as follows:

                                    AGREEMENT
1. Scope of Work.  The  Company  hereby  employs  Consultant  as an  independent
contractor.  Consultant shall provide the following services to the Company,  as
requested by the President of the Company (the "Services"):

1.1 Manage the Quality  Assurance  process with internal and external  resources
for the combined technologies of xSides and Y3K Products and Services

1.2 Develop and manage test plans creation for black box and white box test

1.3 Act as a project  manager as situations  dictate in the  development  of the
bundled products and services.

1.4  Consultant  will be reporting to Cedric Griss and will be  responsible  for
delivering weekly status reports,  and other operational  material as needed, as
well as other duties as assigned.

Consultant  shall not have any authority in the  performance  of the Services to
enter  into any  binding  agreements,  but  shall  only  assist  in  negotiating
strategic  relationships  and the like and advise the Company  accordingly.  The
Company  shall have final  authority on whether to accept or reject any business
arrangements  or agreements  negotiated by Consultant.  Consultant  specifically
agrees  that he will not at any  time  represent  himself  to be an  officer  or
employee of the Company or in any capacity other than an independent  contractor
hired to assist the Company in various strategic  initiatives.  Consultant shall
not have the power or right to hire employees or enter into agreements on behalf
of the  Company,  terminate  or modify any  existing  agreements,  or  otherwise
exercise any management decisions with respect to the Company.

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2. Term. The term of this Agreement shall be for a period of 180 days commencing
on 8th day of September.  Either party may terminate  this Agreement at any time
upon fifteen (15) days' prior written  notice.  Company may also  terminate this
Agreement immediately in the event of Consultant's default in the performance of
this Agreement or material breach of any of its provisions.

3.  Consulting  Fees.  For the Services to be rendered by  Consultant to Company
pursuant to this Agreement, Consultant shall be entitled to a monthly consulting
fee (the  "Consulting  Fee") in the amount of Six  Thousand  Three  Hundred  and
00/100  Dollars ($ 6300.00) for the duration of this  agreement  and  negotiated
every month thereafter.  The Consulting Fee shall be paid in equal  semi-monthly
installments  on our  before  the first day and the 16th of each  month.  In the
event that this  Agreement is  terminated  on a date other than the first of the
month,  then the  Consulting Fee for that month shall be prorated as of the date
of termination.  4. Expenses.  Consultant shall be reimbursed for all reasonable
"out-of-pocket" business expenses for business travel and business entertainment
incurred in connection  with the performance of Services under this Agreement as
approved by the President of the Company in advance; provided, however, that two
officers of the Company must approve business  expenses  aggregating more than $
100.00 monthly.

5.   Proprietary   Rights.   Consultant   agrees  that  all  works,   materials,
presentations,   programs,  ideas,   technologies,   inventions,   improvements,
discoveries,  processes,  software designs, technical information or programs or
other  properties made or conceived by Consultant,  and other data and materials
resulting from Services  provided under this Agreement  (collectively,  "Works")
are works-made-for-hire  and the Works, including all ownership,  patent rights,
copyrights,  trade  secrets  and other  intellectual  property  rights  embodied
therein that all (separately and  collectively the  "Intellectual  Properties"),
shall be the sole  property  of  Company  to the  extent  any Works or  portions
thereof are considered to be works-made-for-hire.

6.  Confidentiality.  Consultant  recognizes  and  acknowledges  that during the
course of  performing  Services  under this  Agreement  he shall have  access to
certain information not generally known to the public,  relating to the business
of Company,  which may include  without  limitation,  the existence and terms of
this Agreement,  customer lists,  sales and business  information,  prospects or
projections,  processes,  formulas,  research  or  experimental  work,  work  in
process,  trade  secrets,  source  code,  software  programs  owned by  Company,
marketing plans and procedures,  Intellectual  Properties (as defined in Section
5), or any other proprietary or confidential matter (collectively  "Confidential
Information").  Consultant  recognizes and acknowledges  that this  Confidential
Information constitutes a valuable,  special and unique asset of Company, access
to and  knowledge of which are  essential  to the  performance  of  Consultant's
Services under this Agreement.  Consultant acknowledges and agrees that all such
Confidential  Information,  including  without  limitation that which Consultant
conceives or develops,  either alone or with others, at any time during the term
of this  Agreement,  is and shall remain the  exclusive  property of Company and
upon  termination  of this  Agreement,  no tangible form of such  information or
copies  shall  be  retained  by  Consultant  in  any  form.  Consultant  further
recognizes,  acknowledges  and agrees that in order to enable Company to perform
services  for its  customers,  such  customers  may  furnish to it  confidential
information concerning their business affairs, property, methods of operating or
other  data,  that the  goodwill  afforded  to Company  depends  upon it and its
employees, contractors, agents and consultants preserving the confidentiality of
such  information,  and that such  information  shall be treated as Confidential
Information of Company for all purposes under this Agreement.

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<PAGE>

7.  Non-disclosure.  Consultant  agrees  that,  except as directed by Company in
writing or with the prior written permission of Company, Consultant shall not at
any time,  whether during or after his employment with Company,  use or disclose
to any person any Confidential Information, or permit any person to use, examine
or make copies of any documents,  files, data or other information sources which
contain or are  derived  from  Confidential  Information,  whether  prepared  by
Consultant or otherwise coming into Consultant's possession or control.

8. Possession.  Consultant agrees that upon request by Company, and in any event
upon termination of this Agreement for any reason  whatsoever,  Consultant shall
turn over to Company all documents,  notes, papers, data, files,  computer discs
or  other  programs,  office  supplies  or other  material  or work  product  in
Consultant's  possession  or under his  control,  whether  originals,  copies or
drafts,  which were  created  pursuant  to, are  connected  with or derived from
Consultant's  services  to  Company,  or which  are  related  in any  manner  to
Company's business activities, training or research and development efforts, and
that  Consultant  shall  delete  such  information  from any  personal  computer
Consultant may have.

9. Non-competition. Consultant agrees and covenants that during the term of this
Agreement  and for six (6) months after  termination  of this  Agreement for any
reason, Consultant shall not, directly or indirectly:  (a) solicit any employees
of Company or any of Company's independent contractors to become associated with
any business which is competitive with that of Company with which Consultant may
be  connected  in any way; or (b) solicit any  customer or targeted  prospective
customer of Company on behalf of any business which is directly competitive with
any  aspect  of the  business  of  Company  as  presently  conducted  or as said
businesses  may evolve in the  ordinary  course of business  between the date of
this  Agreement and the expiration of this covenant not to compete (the "Company
Business"),  whether or not using any Confidential  Information,  or (c) compete
with any aspect of Company Business, whether as an owner, partner,  shareholder,
consultant, advisor or in any other capacity for a business which is competitive
with Company Business.

10.  Injunctive  Relief.  Consultant  acknowledges that the breach or threatened
breach of the "Proprietary  Rights,"  "Confidentiality,"  "Non-competition,"  or
"Non-disclosure"  or any other  provisions of this Agreement  would give rise to
irreparable injury to Company, which injury would be inadequately compensable in
money damages.  Accordingly,  Company may seek and obtain injunctive relief from
the breach or threatened  breach of any  provision,  requirement  or covenant of
this Agreement, in addition to and not in limitation of any other legal remedies
that may be available.

11.  Attorneys'  Fees and Costs.  In the event of any dispute arising out of the
subject  matter of this  Agreement,  the  prevailing  party  shall  recover,  in
addition to any other damages assessed, its reasonable attorneys' fees and court
costs  incurred in  litigating or otherwise  settling or resolving  such dispute
whether or not an action is brought or  prosecuted  to judgment.  In  construing
this  Agreement,  none of the parties  hereto  shall have any term or  provision
construed  against such party solely by reason of such party having  drafted the
same.

12. Independent Contractor Status/Indemnity.  Consultant acknowledges and agrees
that  Consultant  is an  independent  contractor  and not an agent  of  Company.
Consultant,  and any and all employees or sub-contractors of Consultant, if any,
providing services pursuant to this Agreement shall not be considered  employees
of Company.  Consultant  acknowledges  that Consultant is responsible to pay and
agrees to pay any and all applicable federal and state self-employment taxes and
fees in connection with the Services under this  Agreement,  and that Consultant
will  abide by all  applicable  federal,  state,  and local  laws in  connection
therewith.  Consultant  acknowledges  that  Consultant  shall not be entitled to
participate in any employee benefit plans or other fringe benefits,  which might
otherwise be available to employees of Company. In the event that Company incurs
any loss,  cost,  claim,  expense or liability,  including  attorney  fees, as a
direct or indirect result of Consultant's  material default under this Agreement
(which specifically  includes  Consultant's  failure to pay taxes as required in
this Section or  misrepresentation  by  Consultant of  Consultant's  status with
respect to the Company in  violation  of Section 1), then  Consultant  agrees to
indemnify,  defend  and hold the  Company  harmless  from any and all such loss,
cost, claim, expense or liability.

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13.  Governing  Law. The  Agreement  shall be construed in  accordance  with the
internal  laws of the  State of  Washington  applicable  to  contracts  made and
performed there. Consultant's obligations under this Agreement supplement and do
not supersede the obligations  imposed on Consultant by the laws of the State of
Washington and the United States of America, including without limitation by the
Washington Uniform Trade Secrets Act.

14. Survival.  Any provision of this Agreement which imposes an obligation after
termination or expiration of this Agreement  (including  without  limitation the
"Proprietary Rights" "Confidentiality,"  "Non-disclosure," and "Non-competition"
provisions) shall survive the termination or expiration of this Agreement and be
binding on Consultant and Company.

15.  Severability.  The invalidity or  unenforceability  of any provision in the
Agreement  shall not in any way affect the  validity  or  enforceability  of any
other provision and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision had never been in the Agreement.

16.  Assignment.  The rights of  Consultant  hereunder  shall not be assigned or
transferred  without  Company's prior written  consent.  Any assignment  without
Company's prior written consent shall be null and void.

17.  Amendments.  This Agreement may be amended at any time by mutual consent of
the parties  hereto,  with any such  amendment to be invalid  unless in writing,
signed by Company and Consultant.

18. Entire  Agreement.  This Agreement  constitutes the entire agreement between
the parties respecting the employment of Consultant by Company, and there are no
representations, warranties or commitments, except as set forth herein.

         IN WITNESS  WHEREOF,  Company and  Consultant  have duly  executed this
Agreement.


COMPANY:                                                     CONSULTANT:

Y3K Secure Enterprise Software, Inc.


/s/King Wm. Cole                                             /s/ Scott M. Owen
- ------------------------------------                         -----------------
By: King Wm Cole, President                                  By: Scott M. Owen
Date:  9/8/03                                                Date:  9/8/03


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