UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                               AMENDMENT NO. 2 TO
                                   FORM 10-QSB

[X]   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended September 30, 2003

[ ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the transition period                  to

                         Commission File Number 0-26709
                                                -------


                        Y3K SECURE ENTERPRISE SOFTWARE, INC.
       -----------------------------------------------------------------
       (Exact name of small Business Issuer as specified in its charter)


           Nevada                                         98-0201259
---------------------------------             ---------------------------------
 (State or other jurisdiction of              (IRS Employer Identification No.)
  incorporation or organization)

                800 Bellevue Way NE, Suite 600, Bellevue, WA  98004
                ----------------------------------------------------
                     (Address of principal executive offices)

                                 (253) 284-2935
                                 --------------
                 Issuer's telephone number, including area code

                                       N/A
              -------------------------------------------------------
             (Former name, former address and former fiscal year, if
                        changed since last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  56,919,850 shares of $0.001 par value
common stock outstanding as of October 30, 2003.


<PAGE>


                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2003

<PAGE>


                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------
                                                         SEPTEMBER 30          JUNE 30
                                                             2003                2002
--------------------------------------------------------------------------------------
<S>                                               <C>                 <C>
ASSETS

Current
   Cash                                            $         24,380    $            653
   Lease security deposit                                     3,165                   -

Capital Assets                                                3,585               4,769
                                                    -----------------------------------

                                                   $         31,130    $          5,422
=======================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities      $        689,357    $        697,337
     Loans payable Note 3                                   551,166             484,166
     Current portion of capital lease obligations           121,565             121,565
                                                    -----------------------------------
                                                          1,362,088           1,303,068
                                                    -----------------------------------

SHAREHOLDERS' DEFICIENCY

Share Capital
 Authorized:
  200,000,000 common shares, par value $0.001 per
   share

 Issued and outstanding:
   56,919,850 common shares at September 30, 2003
   and 52,050,605 common shares at June 30, 2003             56,920              52,050

 Share subscriptions receivable                                (571)               (571)

 Additional paid-in capital                               2,929,387           2,741,023

Deficit Accumulated During The Development Stage         (4,316,694)         (4,090,148)
                                                    -----------------------------------
                                                         (1,330,958)         (1,297,646)
                                                    -----------------------------------

                                                   $         31,130    $          5,422
=======================================================================================
</TABLE>

<PAGE>

                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A Development Stage Company)

                CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
                                            THREE MONTHS ENDED                INCEPTION TO
                                               SEPTEMBER 30                   SEPTEMBER 30
                                        2003                 2002                  2003
-------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                 <C>

Revenues                       $              -     $              -    $        138,833

Expenses                                216,548              166,831          (4,379,594)
                               ------------------------------------------------------------

Operating Loss                         (216,548)            (166,831)          (4,40,767)

Other Income (Expense)                   (9,998)                   0            (150,190)
                               ------------------------------------------------------------

Net Loss For The Period        $       (226,546)    $       (166,831)   $     (4,290,950)
===========================================================================================


Net Loss Per Share             $            .01     $            .01
====================================================================


Weighted Average Number Of
Common Shares Outstanding            54,485,225           42,518,500
====================================================================
</TABLE>


<PAGE>




                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                                                               INCEPTION
                                                                                                                MARCH 19
                                                                             THREE MONTHS ENDED                 1999 TO
                                                                                SEPTEMBER 30                  SEPTEMBER 30
                                                                                ------------
                                                                          2003               2002                 2003
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>                 <C>

Cash Flows From Operating Activities
     Net loss                                                       $      (226,546)  $        (166,831)  $     (4,290,951)

Adjustments To Reconcile Net Income To Net Cash From Operating
  Activities
     Fair value of unpaid compensation                                        -                  -                  96,000
     Depreciation and amortization                                            1,184               1,184             39,927
     Write off leasehold improvements                                         -                  -                  14,881
     Write off notes receivable                                               -                  -                  48,000
     Write off investment                                                     -                  -                  25,000
     Loss from default under equipment leases                                 -                  -                 142,955
     Stock issued for other than cash                                       143,844              -                 444,238
     Lease Deposit                                                           (3,165)             -                  (3,165)
     Change in assets and liabilities:
         Accounts payable and accrued liabilities                             7,980             161,955            748,391
                                                                    -----------------------------------------------------------
                                                                            (92,663)             (3,692)        (2,734,724)
                                                                    -----------------------------------------------------------
 Cash Flows From Investing Activities
     Purchase of equipment and property                                       -                 -                 (151,470)
     Advances on notes receivable                                             -                 -                  (40,000)
     Investment in Humanicom, Inc.                                            -                 -                  (25,000)
                                                                    -----------------------------------------------------------
                                                                              -                 -                 (216,470)
                                                                    -----------------------------------------------------------

Cash Flows From Financing Activities
       Loans payable                                                         67,000             -                  551,166
       Share Subscriptions receivable                                         -                 -                     (571)
       Principal payments on capital lease obligations                        -                 -                  (20,970)
       Issuance of common stock for cash                                     49,390             -                  254,316
       Issuance of preferred stock                                            -                 -                2,116,633
       Capital Contribution by Shareholder                                    -                 -                   75,000
                                                                    -----------------------------------------------------------
                                                                            116,390             -                2,975,574
                                                                    -----------------------------------------------------------

       Net Increase (Decrease) In Cash And Cash Equivalents
                                                                             23,727              (3,692)            24,380

          Cash And Cash Equivalents, Beginning Of Period                        653              10,722             -
                                                                    -----------------------------------------------------------

             Cash And Cash Equivalents, End Of Period               $        24,380   $           7,030   $         24,380
===============================================================================================================================
</TABLE>


<PAGE>

                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003



1.   BASIS OF PRESENTATION

     The unaudited  consolidated  financial  statements as of September 30, 2003
     included herein have been prepared  without audit pursuant to the rules and
     regulations of the Securities and Exchange Commission.  Certain information
     and footnote disclosures normally included in financial statements prepared
     in accordance with United States generally accepted  accounting  principles
     have been condensed or omitted pursuant to such rules and  regulations.  In
     the opinion of management,  all adjustments (consisting of normal recurring
     accruals)  considered necessary for a fair presentation have been included.
     It is suggested  that these  consolidated  financial  statements be read in
     conjunction with the June 30, 2003 audited  financial  statements and notes
     thereto.


2.   ACQUISITION OF SUBSIDIARY

     Effective March 22, 2002, Y3K Secure  Enterprise  Software,  Inc.  acquired
     100% of the issued and  outstanding  shares of Y3K  Incorporated by issuing
     13,100,000  common  shares.  In addition,  the former  shareholders  of Y3K
     Incorporated  received an additional  4,981,374 common shares in a separate
     transaction.

      A summary of the transaction is as follows:

     The total number of outstanding shares of Zeballos prior to the acquisition
     was 27,688,500. Y3K, Inc., shareholders had common shares of 12,789,792 and
     preferred  shares of 5,291,582 for a total conversion of common shares from
     Zeballos of  18,081,374.  In order for Y3K, Inc.,  shareholders  to receive
     18,081,374  shares of Zeballos,  13,100,000 newly issued shares were issued
     and 4,981,374  shares were received  from existing  issued and  outstanding
     shares (part of the  27,688,500  common  shares issued and  outstanding  to
     Zeballos shareholders) of Zeballos common shares.

     The transaction  resulted in the Zeballos  shareholders  holding a total of
     22,707,126, or 56% of the total issued and outstanding shares of 40,788,500
     and Y3k, Inc.,  shareholders  having a total of  18,081,374,  or 44% of the
     total issued and  outstanding  shares  after the close of the  acquisition.
     Even  though  Y3k  shareholders  ended up with 44% of the total  issued and
     outstanding  shares after the  acquisition  the former  shareholders of Y3K
     Incorporated  did have  control as outlined in items (b),  (c),  and (d) of
     paragraph 17 of SFAS 14.

      - the existence of a large minority voting interest in the combined entity

      - control of the board of the combined entity

      - domination of the senior management of the combined entity

<PAGE>

                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003


     Accordingly,   the  transaction,   which  is  referred  to  as  a  "reverse
     take-over",  has been treated for accounting  purposes as an acquisition by
     Y3K Incorporated of the net assets and liabilities of Y3K Secure Enterprise
     Software,  Inc. Under this purchase  method of  accounting,  the results of
     operations of Y3K Secure  Enterprise  Software,  Inc. are included in these
     consolidated financial statements from March 22, 2002.

     Y3K Secure  Enterprise  Software,  Inc. had a net asset  deficiency  at the
     acquisition  date;  therefore,  the 13,100,000 shares issued on acquisition
     were  issued at fair value of $0 with the net asset  deficiency  of $25,743
     charged to deficit.  Y3K  Incorporated  is deemed to be the  purchaser  for
     accounting  purposes.  Accordingly,  its net  assets  are  included  in the
     consolidated balance sheet at their previously recorded amounts.

     The acquisition is summarized as follows:

     Current Liabilities
         Accounts payable                      $  25,743
                                               ---------

     Net Asset Deficiency                      $ (25,743)
                                               =========

3.   LOANS PAYABLE

     The Loans Payable are due to various entities and individuals as follows:


     Loans from shareholders with unsecured demand notes
     at 12% per annum                                                $322,500
     Loan due to bank - defaulted in year 2001 (unsecured)            155,666
     Loan due to Cornell Capital, Inc. *                               50,000
     Loan due to private party                                         20,000
                                                                     --------
          Total Loans Payable                                        $551,166
                                                                     ========

     * 1,555,556 common shares were issued to Cornell Capital, Inc., as security
     for $50,000 that was funded in September 2003.

<PAGE>

Item 2. Management's Discussion and Analysis

During the year ended June 30, 2002, we completed our  acquisition of Y3K, Inc.,
a private  Washington  State company that owns FusionPak,  a suite of enterprise
business  software designed for the  telecommunications,  banking and government
sectors.

Plan of Operation

During the three month period ended  September  30, 2003,  we attempted to raise
the necessary funds to continue to conduct our business plan. We were successful
in obtaining  two new  short-term  loans of $50,000 and $20,000 and  converted a
$3,000 note payable to equity at a pre-determined price per share.  Further, the
Company sold  1,067,311  common  shares for cash  proceeds of $46,389 and issued
2,079,711 shares for services in the amount of $143,844. The Company also issued
1,555,556  common  shares to Cornell  Capital as  collateral  for their  already
funded loan of $50,000,  and to secure the funding of an additional  $100,000 in
the 2nd fiscal quarter.

Our plan of  operations  for the next twelve months is to complete the following
objectives within the time period specified, subject to our obtaining additional
financing for the continued development of Y3K, Inc.'s business:

     -   We  plan  to   undertake   an   advertising,    marketing,  and   sales
         campaign to market the bundled services of FOX  communication for which
         the Company has signed a Joint Operations Agreement effective September
         10, 2003. The monthly minimum is $50,000 and we anticipate that we will
         be out of pocket for up to 5 months  before we  realize  cash flow from
         our efforts. Once sales are sufficient from the bundled services,  YTHK
         will  not  be  required  to  use  its  own  funds  for  marketing.  Our
         anticipated  out of pocket  for these  expenses  will be  approximately
         $250,000.

     -   We plan to purchase and lease additional equipment for our  business at
         an approximate cost of $50,000

     -   With adequate  funding,  we  anticipate  our  monthly  operating  costs
         will be  approximately  $150,000  per  month in order  to  achieve  our
         planned  operations  compared to a minimum of $50,000 per month just to
         sustain minimum operations.

     -   We anticipate  the  possible purchase  of  the  ICS  technology,  which
         was developed by  Karunga  Technologies Corporation for  Y3K.  We  have
         continued  to advance  joint  development  costs to Karunga. The  funds
         being advanced are for the  continued  co-development  of  the  current
         version of the ICS. We currently have a license  agreement with Karunga
         that will expire on October 30,  2003, however, we anticipate  that the
         agreement  will be  extended  for   additional   periods. There  is  no
         guarantee  that we will be able to conclude an agreement  with  Karunga
         to acquire the ICS  technology,  but do expect  that  we  will  receive
         additional extensions of the license agreement.

In order to explore the possible  bundling of services  with  other  proprietary
software,  the  Company  has  signed an  agreement  with  xSides,  a  Washington
Corporation  that is the developer of a secure platform that allows companies to
control content displayed on the PC desktop.  The 2 year agreement gives Y3K the
opportunity to introduce and populate the space with their software applications
that  will  interoperate  with the  xSides  technology  and  allows  Y3K to sell
(license) the xSides  product to enterprise  level  customers.  xSides  patented
technology  manages data  delivered to and  displayed on a computer and can even
create an  alternate  start  menu or a  completely  new  secure  space  residing
directly on the desktop.

<PAGE>

     -   As part  of  the  xSides   Agreement,   effective   September 3,  2003,
         Y3k has leased  office space to  accommodate  employees of xSides.  The
         office space is located at 100 South King Street,  Suite 535,  Seattle,
         WA 98104 and comprises  2,302 sq. ft. of rentable  space.  The lease is
         for one year with a base rent of $3,165 per month.

     -   Y3K   has   also  entered   into   consulting   agreements   with   key
         employees of xSides, which will allow them to continue to develop their
         existing  software as well as integrate  with the existing  bundling of
         services  provided by Y3k Fusion Pak. These new consultants to Y3k will
         provide   expertise  and  experience  to  the  team   implementing  and
         integrating the products of Y3K and Fox Communications  into the secure
         desktop space. All of the complete end-to-end  communications platforms
         will be integrated  and launched from the PC desktop  within the xSides
         space.



     -   The consultants and their responsibilities are as follows:


         1.  Jason Smith -

             -    Develop   the   version   of   the   application   integrating
                  Y3K  applications  into the xSides  space based on the project
                  schedule  outlined  with  approval of YTHK and  acceptance  by
                  Jason Smith

             -    Advise Y3K on xSides  technology and  implementation  with
                  contracts outlined by Business Development.

         2. Scott Owen -

             -    Manage the Quality  Assurance   process   with   internal  and
                  external resources for the  combined  technologies  of  xSides
                  and Y3K Products and Services
             -    Develop and manage test plans creation for black box and white
                  box test
             -    Act as  a  project   manager  as  situations  dictate  in  the
                  development of the bundled products and services.

          3. Michael Secright -

             -    Deploy and manage  network  supporting  y3k  integration/
                  development teams
             -    Manage and support  development  efforts that require sever
                  integration and  development
             -    Support  of  corporate  IT  operations  for xSides and Y3k
             -    Introduce  third party  relationships to Y3K and nurture those
                  relationships
             -    Evaluate third party technology and report findings.
             -    Responsible for administrative duties and budget for IT xSides
                  and Y3k operations

On  June  6,   2003   Y3K   announced   a   new   strategic   partnership   with
InteractNetworks.  Under this partnership Y3K signed a reseller's agreement that
allows  Y3K  to  add  InteractNetworks   Lockdown(TM)  Vulnerability  Management
Appliance (VMA) to Y3K's comprehensive line of security solutions products.


Lockdown(TM)  Vulnerability  Management Appliances (VMA) automates vulnerability
assessment  auditing and reporting  for 50 to 25,000 IP addresses.  All auditing
and reporting is managed through a secure web interface. This simple, automated,
and  scalable  architecture  significantly  reduces  the  cost of  vulnerability
auditing  and  reporting.  Reporting,  from  up  to  50  Lockdown(TM)  VMAs,  is
consolidated,  providing a comprehensive  solution for large enterprise networks
and global deployments. Additionally, detailed reporting ensures compliance with
Enterprise,   HealthCare  (HIPPA),   Financial  Institutions  (GLB),  and  other
government, federal and state agency security guidelines.

This is a stand-alone product and not part of the Fusion Pak product line.

<PAGE>

On August 15,  2002 we entered  into the Equity  Line of Credit  Agreement  with
Cornell  Capital,  Inc.,  ("Cornell")  which provides the  opportunity for us to
obtain up to $7,000,000 in equity financing through August 15, 2004. In order to
have  access  to the funds  available  under  the  equity  line of credit we are
required  to  register  the shares that we sell to Cornell so that it can resell
those shares  without  restriction.  We are  preparing a Form SB-2  Registration
Statement  seeking to  register  30,000,000  shares of our common  stock that we
believe will be sufficient  for us to obtain the entire  $7,000,000 in financing
made  available  to us under the Equity Line of Credit  Agreement.  We expect to
have the  registration  statement filed in the second quarter of fiscal 2004. In
the  interim  period  prior to our filing the SB-2,  the  Company  has issued to
Cornell Capital, Inc., 1,555,556 shares of common stock to be held as collateral
for a loan  commitment of $150,000.  In September 2003 Cornell funded an initial
$50,000  against  the loan  agreement  and we expect an  additional  $100,000 is
expected to be funded by Cornell Capital, Inc., to the Company in the 2nd fiscal
quarter.

This additional  funding allowed us to complete the SB-2 registration  statement
which was filed in  October  2003 and,  when and if it becomes  effective,  will
allow us to drawn down on our Equity Line of Credit with Cornell  Capital,  Inc.
From these  proceeds,  the Company will repay its short-term  loan proceeds from
Cornell  Capital,  Inc., and continue with equity funding under the terms of the
Equity Line of Credit as funds are deemed necessary by the Company.

If we do not raise additional funds by selling our shares or obtaining loans, or
if we are unable to generate sufficient revenue our business will fail.

With  additional  revenues,  we plan to retain  staffing  levels  sufficient  to
achieve our goals. This additional  staffing may include full-time and part-time
employees,  and  consultants.  Without  sufficient  revenues,  we will  continue
limiting  our  employees  to  our  president,  vice-president/secretary,  office
manager and receptionist.

Completion of our plan of operation is subject to obtaining adequate  financing.
However, we cannot assure investors that adequate financing will be obtained. In
the absence of our projected revenues, we may be unable to proceed with our plan
of operation.  Even without significant  revenues within the next twelve months,
we still anticipate being able to continue with our present  activities,  but we
will require  financing to potentially  achieve our goal of profit,  revenue and
growth.

The  foregoing  represents  our best estimate of our cash needs based on current
planning and business conditions.  The exact allocation,  purposes and timing of
any  monies  raised in  subsequent  private  financings  may vary  significantly
depending upon the exact amount of funds raised and status of our business plan.

In the event we are not  successful  in reaching  our initial  revenue  targets,
additional  funds may be required  and we would then not be able to proceed with
our business plan for the development and marketing of the our core products and
services.  Should  this occur,  we would  likely seek  additional  financing  to
support the continued operation of our business.


Results of Operations

During the year ended June 30, 2002, we completed our  acquisition  of Y3K, Inc.
The transaction, which is referred to as a "reverse take-over", has been treated
for accounting  purposes as an acquisition by Y3K Incorporated of the net assets
and  liabilities  of Y3K Secure  Enterprise  Software,  Inc. Under this purchase
method of  accounting,  the  results  of  operations  of Y3K  Secure  Enterprise
Software,  Inc. are included in these  consolidated  financial  statements  from
March  22,  2002.  The  financial   statements  presented  herein  compares  the
three-month periods ended September 30, 2003 and September 30, 2002 based on the
operations  of Y3K,  Inc.  for the prior  year and  accordingly,  our  financial
statements are now prepared on a  consolidated  basis and include the operations
of Y3K, Inc.

<PAGE>

In the  three-month  period ended  September 30, 2003, we incurred a net loss of
$226,546. This loss consisted of business operation and administrative expenses,
with the largest  single  expense  resulting from the completion of payment of a
$280,000 commitment fee to Cornell Capital Partners,  L.P. under the Equity Line
of Credit Agreement with Cornell. The Company issued 1,555,546 shares to Cornell
to complete  the  payment.  The total  expense for this  issuance  was valued at
$113,333. This amount was determined by the total contract price of $280,000 for
which  $166,667  was  expensed  in the prior year with the  initial  issuance of
shares of 1,666,667 common shares.  During this three month period,  we realized
revenue of $nil.

Since  incorporation,  we have funded our operations  through  private loans and
equity financings. As at September 30, 2003, our assets were recorded at $31,130
consisting  of cash of  $24,380,  a lease  deposit  on new space of  $3,165  and
capital assets of $3,585.  Our  liabilities  totaled  $1,362,088,  consisting of
$689,357 in accounts payable and accrued liabilities,  loans payable of $551,166
and lease  obligations  of  $121,565  from a prior  office  space  leased by the
Company.

The bank loan is an obligation of Y3K, Inc., our wholly owned subsidiary,  which
was unable to payoff the promissory note when it came due. The bank assigned the
promissory note to a collection  agency in 2001,  which  sent  out  a notice  of
the  assignment  and calling for payment to it in the amount of $155,666.  Since
that time  there has been no  further  contact  from the bank or the  collection
agency. The obligation is unsecured.

The $121,565 in equipment lease obligations are the obligation of our subsidiary
Y3K, Inc. Y3K, Inc. had leased  furniture and fixtures for the leased offices it
previously occupied in Tacoma,  WA. The equipment  lessor removed all equipment,
furniture and computers from the offices and liquidated these items as an offset
against the total lease obligations.  The lessor subsequently sued Y3K, Inc. for
the remaining balance  due  after  offsetting  the  amounts  realized  from  the
liquidation sale.  Because Y3K, Inc.  did  not  have  resources  to  defend  the
collection action, the  lessor  was  able to obtain a default  judgment  in  the
amount  of   $121,565 against  the  Y3K., Inc.  The  judgment  bears interest at
the statutory rate of 12% per annum and is unsecured.

Y3K, Inc. has also defaulted on the lease for the premises it formerly  occupied
in Tacoma,WA. Y3K, Inc's. total obligation under the premises lease is estimated
at $239,475. The landlord was able to find a new tenant for the premises and the
estimated  amount due is based on the total amount of payments due from the time
of Y3K,  Inc.'s  default until the new tenant began to occupy the  premises.  At
this time the  landlord has taken no action to collect any amounts owed to it by
Y3K, Inc. under the lease.

The  $328,500  in  shareholder  loans  were  made  to  the  Company  by  private
individuals  under  promissory  notes which bear interest at the rate of 12% per
annum until paid. The notes are demand notes and unsecured. At this time no note
holder has made any  demands  for either  interest  or  principal  payments  and
therefore none of these obligatios are in default. It is the Company's intention
to  payoff  these  obligations  as soon as funds are  available  to do so. It is
expected  that  proceeds  that we  receive  under  the  Equity  Line  of  Credit
arrangement  with Cornell  Capital will be the primary  source for  repayment of
these loans.

The bank loan, defaulted equipment lease judgment,  and office lease obligations
are the obligations of Y3K, Inc. All of these obligations are unsecured.


<PAGE>

Item 3.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive  Officer and its Chief  Financial  Officer,  after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in the  Securities  Exchange Act of 1934 Rules 13a-14 (c) and 15d-14
(c)) as of the end of the period covered by this quarterly report on Form 10-QSB
(the  "Evaluation  Date")),  have concluded that, as of the Evaluation Date, the
Company's  disclosure  controls and  procedures  were  adequate and effective to
ensure that material  information  relating to the Company and its  consolidated
subsidiaries  is recorded,  processed,  summarized and reported by management of
the Company on a timely basis in order to comply with the  Company's  disclosure
obligations  under  the  Securities  Exchange  Act of 1934  and  the  SEC  rules
thereunder.

Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect the Company's  disclosure  control and
procedures  subsequent to the Evaluation Date, nor any significant  deficiencies
or material  weaknesses in such  disclosure  controls and  procedures  requiring
corrective actions.


PART II- OTHER INFORMATION

Item 1. Legal Proceedings


We are the plaintiff in a lawsuit filed in Pierce County,  Washington,  Superior
Court,  which we commenced in October 2002. In this  litigation we are asserting
claims against a corporation and one of its apparent principals related to their
alleged  breach of  contract  to  provide  debt  financing  to the  Company.  In
addition, the Company is seeking compensation for the damages it suffered as the
result of the defendants'  attempts to dispose of shares of the Company's common
stock that had been pledged to secure the promised,  but undelivered  financing.
The  defendants  have asserted a counterclaim  against the company,  pursuant to
which they seek a money judgment  against us in an unspecified  amount.  We have
been  advised by the  attorney  representing  us in the lawsuit that he believes
that the  counterclaim has little or no merit. The Company is not a party to any
other  pending  legal  proceeding.  Management  is not  aware of any  threatened
litigation, claims or assessments.


<PAGE>

Item 2. Changes in Securities

         During the quarter, the Company issued common shares as follows:

         1,067,311  shares of common  stock  were  issued  for cash and  166,667
         shares of common stock were issued in exchange for the  cancellation of
         a $3,000 note.  The shares were issued at prices  ranging from $.018 to
         $.14 per share. The following table summarizes these transactions

        <TABLE>
        <CAPTION>
        =============================================================================================================
                                     Number of                                Date of
        Person/Class                  Shares       Cash Consideration       Transaction        Other Consideration
        -------------------------------------------------------------------------------------------------------------
        <S>                           <C>             <C>                 <C>               <C>

        Accredited Individual            200,000        $7,595.00          July 24, 2003
        Accredited Individual            200,000        $7,595.00          July 24, 2003
        Accredited Individual            131,597        $5,000.00          July 24, 2003
        Accredited Individual            200,000        $3,600.00          Aug. 22, 2003
        Accredited Individual            200,000        $3,600.00          Aug. 22, 2003
        Accredited Individual            166,667                           Sept. 26, 2003    Cancellation  of $3,000
                                                                                              note
        Accredited Individual            100,000       $14,000.00          Sept. 26, 2003
        Accredited Individual             35,714        $5,000.00          Sept. 26, 2003
                                       ----------      ----------
                                       1,233,978       $46,390.00                            $3,000.00
        ==============================================================================================================
        </TABLE>

         2,079,711 shares of common stock were issued for services  amounting to
         $143,844  at prices  ranging  from $.03 to $.08 per share.  The largest
         recipient of shares  issued for services was to Cornell  Capital,  Inc.
         1,555,556  shares  valued at $113,333  were  issued to Cornell  Capital
         Partners, L.P.on September 18, 2003 to complete payment of a commitment
         fee owed to Cornell  under terms of the Equity Line of Credit Agreement
         between the Company and Cornell.  The  Company  had  committed  to  pay
         Cornell a commitment fee of  $280,000  by issuing it a fixed  number of
         shares  (3,111,111)  at a  valuation of $280,000 to Cornell at the time
         the  agreement  was entered  into in  August 2002. In  fiscal  2003 the
         Company  issued  1,666,667  shares  to  Cornell  at a valuation of $.10
         per share.  It concluded  payment of the fee with the issuance  of  the
         1,555,556 shares which were valued at $133,333 based on the  difference
         between the total fee of $280,000  and the  $166,667 payment previously
         recorded.

         The table below summarizes the common shares issued for services:

        <TABLE>
        <CAPTION>
        =============================================================================================================
                                   Number of       Consideration/Value          Date of            Description of
        Person/Class                Shares             of Services            Transaction        Services Rendered
        -------------------------------------------------------------------------------------------------------------
        <S>                           <C>             <C>               <C>                    <C>
        Individual                        30,000       $    900.00       August 22, 2003        Introduction to
                                                                                                Software Company
        Corporation                      270,155       $ 24,812.00       August 22, 2003        Promotional campaign
        Individual                        24,000       $  1,200.00       August 22, 2003        Technical Services
        Attorney                         100,000       $  1,800.00       August 26, 2003        Legal Fees
        Attorney                         100,000       $  1,800.00       August 26, 2003        Legal Fees
        Cornell Capital                1,555,556       $113,332.00       Sept. 16, 2003         Commitment Fee
                                       ---------       -----------
                                       2,079,711       $143,844.00
        =============================================================================================================
        </TABLE>

<PAGE>

         An additional  1,555,556  shares of common stock were issued to Cornell
         Capital  Partners,  L.P. as security for a $50,000 loan provided to the
         Company by  Cornell.  These  shares are  expected to be returned to the
         treasury of the Company upon  repayment  of the loan from  proceeds the
         Company anticipates receiving under the Equity Line of Credit.

         All of  these  shares  were  issued  pursuant  to the  exemptions  from
         registration  under  Sections 4(2) and/or 4(6) of the Securities Act of
         1933 and Regulation D.

Item 3. Defaults upon Senior Securities

         None.

Item 4. Submission of Matters to a Vote of Security Holders

         None.

Item 5. Other Information

         None.

Item 6. Exhibits


Exhibit No.  Description                                       Location
----------   -----------                                       --------


10.1         Agreement dated September 3, 2003 between Y3      Provided herewith
             Secure Enterprise Software, Inc. and xSides
             Corporation

10.2         Agreement dated June 6, 2003 between Y3           Provided herewith
             Secure Enterprise Software, Inc. and
             InteractNetworks, Inc.

10.3         Consulting Agreement dated September 8, 2003      Provided herewith
             between Y3K Secure Enterprise Software, Inc.
             and Jason M. Smith

10.4         Consulting Agreement dated September 8, 2003      Provided herewith
             between Y3K Secure Enterprise Software, Inc.
             and Michael K. Secright

10.5         Consulting Agreement dated September 8, 2003      Provided herewith
             between Y3K Secure Enterprise Software, Inc.
             and Scott Owen

31.1         Certification of the Chief Executive Officer      Provided herewith
             Pursuant to Section 302 of the Sarbanes-Oxley
             Act of 2002

31.2         Certification of The Chief Financial Officer      Provided herewith
             Pursuant to Section 302 of the Sarbanes-Oxley
             Act of 2002

32.1         Certification by King Cole Pursuant to            Provided herewith
             Section 906 of the Sarbanes-Oxley Act of 2002

32.2         Certification by Leon Caldwell Pursuant to        Provided herewith
             Section 906 of the Sarbanes-Oxley Act of 2002



<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                            Y3K SECURE ENTERPRISE SOFTWARE, INC.

DATE:  April 14, 2004                        /s/ King Cole
                                            --------------------------------
                                            King Cole, President and CEO and
                                            Authorized Signer


<PAGE>



                                                                    Exhibit 10.1

                               DEVELOPMENT LICENSE
                          AND JOINT MARKETING AGREEMENT

This Agreement  ("Agreement") is made, entered into and effective as of July 18,
2003,  ("Effective  Date")  by and  between  xSides  Corporation,  a  California
corporation  with its principal  place of business at 821 Second  Avenue,  Suite
1600, Seattle,  Washington 98104 ("xSides"), and Y3K Secure Enterprise Software,
Inc.,  a Nevada  corporation  with its  principal  place of business at 108 West
Stewart St, Puyallup,  WA 98371 (hereafter referred to as "Independent  Software
Vendor" or "ISV"").

Recitals

A.          The purpose of this  Agreement is for xSides to provide ISV with the
xSides PDK (as defined  below) for the sole purpose of permitting ISV to develop
and integrate  applications  that interoperate  with the xSides  technology.  In
addition,  this Agreement shall also set forth the terms and conditions  whereby
the parties hereto ("Parties") may jointly market their respective  products and
services.

B.         ISV desires to license the xSides PDK in order to develop  Customized
xSides Client  Products (as defined below) as the user  interface  front-end for
content  and  server-side  products  owned  or  otherwise  licensed  by ISV  for
distribution to Enterprise Customers (as defined below).

C.        xSides desires that ISV license the xSides PDK for the sole purpose of
          developing such Customized xSides(R) Client Products.


NOW THEREFORE, for the mutual covenants contained herein, and for other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, the parties agree as follows.

                                    Agreement
                                    ---------


1.       DEFINITIONS

1.1         "Customized  xSides Client  Product"  means an xSides Client Product
(defined  below)  that  has  been  customized  to  include  ISV  Content  and/or
interoperate with ISV Server Products pursuant to the terms of this Agreement.

1.2        "Derivative Work" means any "derivative work" as that term is defined
in Section 101 of Title 17 of the United States Code (the U.S.  Copyright Act of
1976), as amended.

1.3         "End User" means a person who uses an xSides Client Product.

1.4         "Enterprise  Customer" means any legal entity  organized by charter,
agreement or other similar  instrument,  including  corporations,  partnerships,
limited  liability  companies or other  similar  organizations  of more than one
person,  that is  using  or is  interested  in using  Customized  xSides  Client
Products for enterprise  applications,  including, but not limited to, corporate
instant messaging and corporate portals.

1.5        "End User License Agreement" means the xSides agreement placed within
or accompanying or otherwise governing the use of an xSides Client Product.

1.6        "Intellectual  Property Rights" means any and all rights existing now
or in the future in the United  States or anywhere in the  universe,  including,
without limitation, any and all rights: (i) under the laws of copyright, patent,
trademark, trade secret, trade dress, unfair competition, "droit moral" or moral
rights,  or other similar  laws;  (ii)  relating to the  development  and use of
databases,  domain  names,  mask  works,  or  know-how;  (iii)  prohibiting  the
alteration or circumvention of copyright management information or technological
measures;  or (iv)  subsisting  in any and all  patent  applications,  trademark
registrations,  reissues,  renewals,  extensions,  restorations,  continuations,
divisionals, or foreign counterparts of any of the foregoing.


<PAGE>

1.7        "ISV Content" means names, logos, hyperlinks, text, still or animated
images, features,  applications,  moving images, sound, streams of sound, video,
data  (including  but not limited to "tickers")  owned or otherwise  licensed by
ISV.

1.8          "ISV  Server  Product"  means  server-side   products  and  related
technologies  owned  or  otherwise  licensed  by ISV,  namely  (a)  ICS  Instant
Communications  System,  (b)  Market  Portal,  (c)  Commerce  Manager,  and  (d)
Affiliate Tracker (collectively, "Y3K Solutions").

1.9         "Object  Code"  shall   mean  the  machine  readable  form  computer
programming  code as opposed to the human readable form of computer  programming
code.

1.10       "xSides PDK"   means the  xSides  Platform  Developers  Kit  and  any
application   programming  interfaces  (APIs),   sample  codes and documentation
contained therein, which shall be provided to ISV.

1.11       "Source Code" shall mean the human readable form computer programming
code and  related  system  level  documentation, including  all comments and any
procedural code such as job control language.

1.12       "Territory" means worldwide.

1.13       "xSides Client Product"  means any client-side product  incorporating
xSides Technology or any portion  thereof,  but not including ISV  Owned  Assets
(defined below).

1.14       "xSides  Server  Product"    means   any   server-side  products  and
related technologies owned or otherwise licensed by xSides,  including,  but not
limited  to,  server  software  designed  to control or monitor the  alternative
screen area created by the xSides Technology.

1.15       "xSides   Technology"   means  the  xSides'  patents,   know-how  and
copyrighted works relating to the  creation  and  operation  of  an  alternative
screen area which cannot be controlled by the underlying operating system.

2.         INTELLECTUAL PROPERTY OWNERSHIP

2.1        xSides(R) Owned Assets.  xSides does and shall own all right,  title,
           ----------------------
interest  and  Intellectual  Property  Rights in and to the  xSides  Technology,
xSides Client Products, xSides Server Products and xSides PDK (collectively, the
"xSides Owned  Assets").  The parties  understand and agree that neither ISV nor
any of its partners, customers or users is granted any rights whatsoever to make
derivative works of the xSides Owned Assets;  provided,  however, that ISV shall
be  entitled  to use the xSides  PDK to develop  graphical  user  interfaces  in
connection with the development of Customized xSides Client Products pursuant to
the then-current rules and conditions for the use of xSides PDK.

2.2        ISV Owned Assets. ISV does and shall own all right,  title,  interest
           ----------------
and  Intellectual  Property Rights in and to ISV Server Products and ISV Content
including  any  graphical  user  interfaces  developed  exclusively  by ISV  for
customized xSides Client Products(collectively, the "ISV-Owned Assets").

2.3        IP Allocation. In the event that it is unclear as to whether an asset
           -------------
is  either an  xSides  Owned  Asset or an ISV Owned  Asset,  the  Parties  shall
promptly  discuss in good faith any allocation of  intellectual  property rights
relating thereto. The Parties agree that all such allocation shall be consistent
with the Parties'  objectives that xSides shall retain  ownership and control of
all features,  functionality  and  characteristics  of the xSides Technology and
that ISV shall retain ownership and control of the features,  functionality  and
characteristics of the ISV Content and ISV Server Products.

3.         LICENSES

3.1        License from xSides to ISV.
           ---------------------------

         (a) Beginning on the Effective  Date and for the Term of this Agreement
and so long as all of the terms and  conditions  of this  Agreement are followed
and met, xSides hereby grants to ISV a limited non-exclusive,  non-transferable,
personal,  non-assignable,  royalty-free  license  in the  Territory  to use the
xSides PDK in order to create  Customized  xSides Client Products for evaluation
by Enterprise Customers; provided, however, that ISV agrees to follow such rules
and conditions for use of the xSides  Technology as set forth in the xSides PDK,
which are hereby incorporated by reference.  xSides hereby reserves the right to
modify from time to time such rules and  conditions,  and ISV agrees to abide at
all times by the  then-current  rules and  conditions for use of the xSides PDK.
xSides  shall  notify ISV of such  modifications  in writing or by updating  the
DevZone web site.


<PAGE>

         (b) Beginning on the Effective  Date and for the Term of this Agreement
and so long as all of the terms and  conditions  of this  Agreement are followed
and met, xSides hereby grants to ISV a limited non-exclusive,  non-transferable,
personal, non-assignable, royalty-free license in the Territory to use, display,
reproduce, transmit and install Customized xSides Client Products in Object Code
form solely for the purpose of allowing Enterprise  Customers to evaluate either
Party's  respective  products and services,  with the right to  sublicense  such
rights  to  Enterprise  Customers  for a maximum  term of  thirty  (30) days per
Enterprise Customer.

         (c) Beginning on the Effective  Date and for the Term of this Agreement
and so long as all of the terms and  conditions  of this  Agreement are followed
and met, xSides hereby grants to ISV a limited non-exclusive,  non-transferable,
personal,  non-assignable,  royalty-free  license  in the  Territory  to sell or
distribute  any xSides  Owned  Assets in Source  Code or Object  Code  form,  as
applicable,  except for the limited  right to grant  evaluation  sublicenses  as
provided in Section 3.1(b).

         (d) Beginning on the Effective  Date and for the Term of this Agreement
and so long as all of the terms and  conditions  of this  Agreement are followed
and met, xSides hereby grants to ISV a limited non-exclusive,  non-transferable,
personal,  non-assignable,  royalty-free license in the Territory to use xSides'
trademarks,  only in the  form  and  manner  set  forth in the PDK and as may be
modified  from time to time by xSides.  Any changes to the  placement or form of
xSides'  trademarks  shall be  reviewed  in advance by xSides  and  approved  or
rejected  solely at  xSides'  discretion.  The  service  mark  "xSides(R)",  the
xSides(R)  logo,  "xSides(R)",  the  cube  logo,   "xSides.com(TM)",   the  mark
"xSides(TM)"  and  other  trademarks,  copyright  notices  or other  proprietary
notices or rights  belonging  to or licensed to xSides are and shall  remain the
sole property of xSides.

3.3      Marketing
         ---------

         (a)         Branding.  The parties agree that Content  Partners  xSides
Products will be co-branded  with the ISV marks  specified by ISV and the xSides
marks  specified by xSides.  The Product may also be branded in accordance  with
any other  branding  strategies  that the  parties  may  mutually  agree upon in
writing from time-to-time.


         (b)          Publicity.  From  time-to-time  during  the  term  of this
Agreement, xSides and ISV will collaborate on press releases and other marketing
activities  to  publicize  Customized  xSides  Client  Product and the  Parties'
relationship under this Agreement.  However,  neither Party will make any public
announcement or press release regarding this Agreement, Customized xSides Client
Product or any  activities  performed  under this  Agreement  without  the prior
written  consent of the other Party,  which  consent  shall not be  unreasonably
withheld.

3.4      Reservations and Limitations.
         ----------------------------

         (a) Except as otherwise  provided herein or agreed by the Parties,  ISV
shall not  decompile,  reverse  engineer,  or otherwise  disassemble  any xSides
Technology,  xSides PDK including the xSides Object Code or any portion thereof,
in any manner,  and xSides shall not decompile,  reverse engineer,  or otherwise
disassemble any ISV Server Product, or any portion thereof, in any manner.

         (b)  Neither  Party  grants  the  other  Party   any  right,  title  or
interest  under  any  Intellectual  Property  Rights  of the  other,  except  as
expressly  provided  herein.  The goodwill  from use of each Party's  trademarks
hereunder  shall inure to the benefit of the Party who owns the  trademark.  ISV
agrees that it shall not at any time apply for  registration  of any  copyright,
trademark,  patent or any other  designation which would affect the ownership of
the xSides Owned Assets,  nor file any document with any governmental  authority
or take any action which would affect the ownership thereof.  xSides agrees that
it shall not at any time apply for  registration  of any  copyright,  trademark,
patent or any other  designation  which would  affect the  ownership  of the ISV
Owned Assets, nor file any document with any governmental  authority or take any
action which would affect the ownership thereof.

         (c) Each Party shall ensure that (i) all  installation  and download of
the  Customized  xSides Client  Product is subject to an xSides End User License
Agreement,   which  shall   incorporate   customary   protections   for  xSides'
Intellectual Property Rights consistent with the terms,  conditions and scope of
license provided by this Agreement,  and (ii) Customized  xSides Client Products
and all related Websites,  packaging and advertising materials under its control
shall contain  appropriate  copyright,  trademark and patent notices,  in a form
subject to both xSides' and ISV's approval.


<PAGE>

         (d) ISV shall not  combine  any  software  that is  subject  to an open
source code  license  with  xSides  Owned  Assets in a manner that xSides  Owned
Assets,  or any portion  thereof,  thereby  becomes subject to the terms of such
open source code license.

4.       Revenue Share
         -------------

         (a) In consideration of the rights granted hereunder,  ISV shall pay to
xSides a royalty  equivalent to 20% of all Qualifying  Sales  Revenues  (defined
below) actually received by ISV.

         (b) For purposes of this Section 4,  "Qualifying  Sales Revenues" means
gross revenues actually received for a given sale less any applicable discounts,
returns,  allowances,  documented  write-offs  for bad debt and fraud,  refunds,
direct cost of goods sold,  sale  commissions  and taxes  payable by the selling
Party (other than income taxes) associated with such transaction.

5.       REPORTING, PAYMENT AND ACCOUNTING, AND AUDIT

5.1        Payment and Accounting. Within thirty (30) days after the end of each
           ----------------------
calendar quarter during the Term of this Agreement, ISV will deliver to xSides a
detailed  written  report (sent  concurrently  in  electronic  form suitable for
import into a spreadsheet  program)  setting forth the amount and calculation of
the revenue  share  payments due to xSides based on revenues  actually  received
during such calendar quarter,  accompanied by payment thereof.  The report shall
breakdown  the  revenue  by source in a level and  nature of detail to be agreed
upon by the Parties.

5.2        Audit.  xSides shall have the right, on thirty (30) days prior notice
           -----
once each calendar  quarter,  to have an independent  accounting  firm audit the
written reports delivered to the other party and the related books,  records and
data  maintained by the ISV. Such audit shall be  accomplished  during the ISV's
usual  business  hours,  and  shall be at  xSides  expense,  unless  such  audit
determines  an  inaccuracy of more than five percent (5%), in which case the ISV
will reimburse the xSides for the reasonable cost of the audit.

6.       CONFIDENTIAL INFORMATION

For the of this  Agreement,  the parties agree that the terms and  conditions of
the  Non-Disclosure  Agreement ("NDA") entered into between the parties on April
26, 1999 shall govern all issues of  confidentiality  and disclosure between the
parties,  and the terms and  conditions of such NDA are  incorporated  herein by
reference.  In addition,  this requirement of confidentiality  shall survive the
expiration or termination of this Agreement.

7.       COSTS OF DEVELOPMENT

Costs of Development. ISV shall be responsible for all software development work
--------------------    hereunder and any and all costs related thereto.

8.       SUPPORT

8.1        ISV shall be solely responsible for providing all levels of technical
support to  Enterprise  Customers and their End Users for the  installation  and
evaluation of Customized xSides Client Products under this Agreement.


9.       RIGHTS, LIABILITIES AND PROTECTIONS

9.1      Representations and Warranties
         ------------------------------

Each  party  represents  and  warrants  to the other that such party (a) is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction  where it purports to be organized,  (b) has the authority to enter
into and fully perform this Agreement,  and (c) has duly authorized and approved
this Agreement and the execution  thereof by the signatory who has executed this
Agreement on its behalf.

9.2       Disclaimer of Warranties
          ------------------------

THIS IS A CONTRACT FOR THE PROVISION OF SERVICES.  THE XSIDES  PRODUCT,  PDK AND
ALL VERSIONS THEREOF,  THE XSIDES PROPRIETARY  SOFTWARE,  THE XSIDES TECHNOLOGY,
THE XSIDES MATERIALS, AND ALL OTHER DELIVERABLES HEREUNDER ARE PROVIDED "AS-IS."
NOTHING CONTAINED IN THIS AGREEMENT MAY BE CONSTRUED AS, AND BOTH PARTIES HEREBY
WAIVE THE BENEFIT  OF, ANY  REPRESENTATIONS  OR  WARRANTIES  WHETHER  EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


<PAGE>

10.      INDEMNITY AND LIMITATIONS

10.1     Indemnity
         ---------

         (a) Each party agrees to defend,  indemnify and hold harmless the other
party and its  affiliates,  and their  heirs,  successors,  assigns,  licensees,
officers,  directors,  agents,  representatives and employees, and each of them,
from and against  any and all claims,  demands,  liabilities,  losses,  damages,
costs,  expenses  (including  but not limited to reasonable  outside  attorneys'
fees),  judgments and penalties  arising out of,  resulting from,  based upon or
incurred  because of the breach by the  indemnifying  party of, or other failure
of, any of the indemnifying  party's  warranties,  representations or agreements
made under this agreement.

         (b) In the event the xSides Technology is reasonably likely to be found
to infringe any third party's intellectual  property rights, xSides shall either
(a) modify the Customized  xSides Client  Product so that it is not  infringing,
but retains  substantially the same  functionality,  or (b) obtain the right for
ISV and its  affiliates  (without cost to ISV or its  affiliates) to continue to
use and  distribute  the  Customized  xSides Client  Product as provided in this
Agreement.

         (c) ISV agrees to defend,  indemnify and hold harmless xSides,  and its
heirs,   successors,    assigns,   licensees,   officers,   directors,   agents,
representatives  and employees,  and each of them,  from and against any and all
claims,  demands,  liabilities,  losses, damages, costs, expenses (including but
not limited to  reasonable  outside  attorneys'  fees),  judgments and penalties
arising out of,  resulting from, based upon or incurred because of a third party
claim that ISV's or its  affiliates'  proprietary  software or that ISV's or its
affiliates'  content as incorporated in the Customized xSides Client Product and
used in accordance with this Agreement violates such third party's  intellectual
property rights.

10.2 NO SPECIAL DAMAGES.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY CONTAINED IN
     ------------------
THIS AGREEMENT,  NEITHER PARTY WILL, UNDER ANY  CIRCUMSTANCES,  BE LIABLE TO THE
OTHER PARTY FOR ANY CONSEQUENTIAL,  INDIRECT, SPECIAL,  INCIDENTAL,  PUNITIVE OR
EXEMPLARY  DAMAGES  (INCLUDING,   WITHOUT  LIMITATION,  LOST  PROFITS,  LOSS  OF
ANTICIPATED  BUSINESS,  LOSS OF DATA,  OR OTHER  BUSINESS  LOSSES)  EVEN IF SUCH
DAMAGES ARE  FORESEEABLE,  AND EVEN IF THE BREACHING  PARTY HAS BEEN APPRISED OF
THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

10.3 LIMITATION OF LIABILITY.  EXCEPT FOR THE COST OF DEFENDING ANY CLAIMS UNDER
     -----------------------
SECTION 10 (INCLUDING WITHOUT LIMITATION REASONABLE OUTSIDE ATTORNEYS' FEES), IN
NO EVENT WILL EITHER PARTY'S LIABILITY RELATING TO THIS AGREEMENT (WHETHER BASED
ON AN ACTION  OR CLAIM IN  CONTRACT  OR  TORT),  EXCEED  THE  AGGREGATE  AMOUNTS
ACTUALLY RECEIVED OR DUE UNDER THIS AGREEMENT.

11.      TERMINATION/ EXPIRATION

11.1     Termination.
         ------------

This  Agreement  shall have a term of three (3) years from the  Effective  Date.
Notwithstanding  the  foregoing,  this Agreement may be terminated (i) if either
Party defaults in the performance of any material obligation and if such default
is not cured within thirty (30) days after the defaulting Party receives written
notice  sufficient  in detail  to  understand  the  nature  of the  default  and
recommended cure thereof from the non-defaulting  Party; (ii) if the other Party
makes an assignment for the benefit of its creditors,  is declared insolvent, or
a receiver or trustee in  bankruptcy  is appointed to take charge of all or part
of the  party's  property;  (iii) if  xSides  is sold,  merged  and/or  acquired
resulting in a change of control  whereby the current  shareholders of xSides no
longer  collectively  own more than 50% of the voting  shares of xSides.  Unless
previously  terminated  by  either  party  prior  to or  upon  expiration,  this
Agreement shall automatically be extended for an additional one (1) year period,
and if not  terminated  by  either  party  prior to or upon  expiration  of such
additional one (1) year period,  this Agreement shall be automatically  extended
for a second one (1) year period.


<PAGE>

11.2     Equitable Relief.
         -----------------

Each party agrees that the other party will,  in addition to any other rights or
remedies  which it may have,  be  entitled  to obtain  immediate  equitable  and
injunctive relief to restrain such party from any breach or threatened breach of
3 and 6 of this Agreement to avoid irreparable harm.

11.3     Effect of Termination.
         ----------------------

In the event of termination or  expiration,  all licenses,  rights and covenants
granted  to ISV  shall  cease,  and  except  for such  xSides  materials  deemed
necessary to support ISV sublicensees,  ISV shall, within thirty (30) days after
failure to cure the material  breach,  return to xSides all copies of the xSides
material  or at  xSides'  written  request,  destroy  all  copies of the  xSides
material and affidavit to xSides in writing such destruction has taken place.

12.   GENERAL PROVISIONS

12.1  Assignment.  Neither party will assign this  Agreement,  or the rights and
      ----------
obligations  hereunder,  either  voluntarily or by operation of law,  absent the
other  party's prior written  consent,  which consent shall not be  unreasonably
withheld.  Notwithstanding the foregoing,  either party ("Assigning Party") may,
upon  prior  written  notice to the other  party  assign  all of its  rights and
delegate all of its duties under this  Agreement  to the  surviving  entity in a
merger,  sale,  consolidation  or  combination  of the Assigning  Party or to an
entity which acquires all or substantially all of the Assigning Party's assets.

12.2 Force Majeure. Neither party shall be liable for any failure, inability, or
     -------------
delay to perform hereunder due to Force Majeure,  but the other party shall have
the right to terminate for such event as hereinabove provided.

12.3  Notices.  Except as otherwise  specified  herein,  all notices,  requests,
      -------
demands, communications or statements (individually and collectively, "Notices")
or payments required hereunder will be made in writing, delivered personally, or
sent by certified or registered mail or commercial  overnight  delivery service,
with  provisions  for a  receipt,  or  (except  as  to  payments)  by  completed
facsimile, to the parties at their respective addresses:

If to xSides:
-------------
xSides Corporation
821 Second Avenue, Suite 1600
Seattle, Washington  98104
Attn:  Robert Steinberg, CEO
Fax: 206-336-5372

If to ISV:
----------
Y3K Secure Enterprise Software, Inc.
108 West Stewart Street
Puyallup, WA  98371
Attn: CEO
Fax:  253-284-2944

Either party may change its address upon ten (10) business  days' written notice
to the other sent in  accordance  with the  foregoing.  All  notices,  requests,
demands,  orders or  communications  will be deemed  effective  upon  receipt in
accordance with this Section.

12.4  Relationship  of the Parties.  Nothing  contained in this Agreement  shall
      ----------------------------
cause or be deemed to cause the parties to be partners or joint  venturers with,
or agents or employees of, each other. The parties are independent  contractors,
and  neither  party  has  any  right  or  power  to  create  any  obligation  or
responsibility   on  behalf  of  the  other  party.   Neither  party  will  make
representations,  warranties,  or  guaranties  to  anyone  with  respect  to the
specifications,  features, capabilities or operations of the other's products or
services that are  inconsistent  with or in addition to this  Agreement and such
party's published literature.

12.5  Successors  and Assigns.  This  Agreement  is binding upon the  respective
      -----------------------
parties hereto and their  permitted  successors  and assigns.  The execution and
delivery of this  Agreement  will not be deemed to confer any rights or remedies
upon, or obligate any of the parties hereto,  to any person or entity other than
such parties.


<PAGE>

12.6 Governing Law;  Jurisdiction  and Venue.  This Agreement and the rights and
     -------------
obligations of the parties hereunder shall not be governed by the United Nations
Convention on Contracts for the International  Sale of Goods, the application of
which is  expressly  excluded  by the parties  hereto.  This  Agreement  will be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of Washington,  regardless of the choice of law rules of Washington or any
other jurisdiction.

12.7 Survival. The rights and obligations pursuant to Sections 1, 2, 3.1(d), 3.2
     --------
(c), 3.4(a), 3.4(b), 4, 5, 6, 9, 10, 11, 12 and 13 shall survive the termination
of this Agreement for any reason.

12.9     Headings.  Paragraph headings are for  the convenience of  the  parties
         --------
only and shall not be used in construing meaning.

12.10  Waiver.  Failure  or delay on the part of either  party to  exercise  any
       ------
right,  power,  privilege or remedy shall not constitute a waiver of, or bar the
later exercise of, that or any other right,  power,  privilege or remedy of such
party.

12.11 Severability. If a court or arbitrator of competent jurisdiction holds any
      ------------
term of this Agreement invalid or  unenforceable,  such term shall be reduced or
otherwise  modified by such court or arbitrator to the minimum extent  necessary
to make it valid and enforceable.  If such term cannot be so modified,  it shall
be severed and the remaining  terms of this  Agreement  shall be  interpreted in
such ways as to give maximum validity and enforceability to this Agreement.

12.12  Counterparts  and Facsimile.  This Agreement may be executed by facsimile
       ---------------------------
and in several counterparts, each of which shall be an original and all of which
together shall constitute one original instrument.

12.13 Entire Agreement. This Agreement (together with the NDA referenced herein)
      ----------------
constitutes  the entire  understanding  and agreement  between the parties,  and
supersedes  all  prior  and  contemporaneous  written  and  oral  communications
regarding this transaction,  and may not be altered,  modified or amended except
by a written amendment executed by both parties.

12.14  Authority.  Each  individual  executing  this Agreement on behalf of each
       ---------
respective party acknowledges and warrants that (i) he/she has full authority to
execute this  Agreement on behalf of such party,  (ii) this  Agreement  has been
duly authorized and approved by such party, and (iii) this Agreement constitutes
a valid and binding obligation of such party.

IN WITNESS WHEREOF,  the parties shall be deemed to have executed this Agreement
on the date first set forth above.

xSides Corporation, a
California corporation



By: /s/ Stuart DePina
    --------------------------------
     Its:  CEO


Y3K Secure Enterprise Software, Inc., a
Nevada Corporation



By: /s/ King Wm. Cole
    --------------------------------
     Its:  President


<PAGE>

                                                                    Exhibit 10.2


                              INTERACTNETWORKS, INC
                               RESELLER AGREEMENT

This Reseller  Agreement (this  "Agreement") is entered into and effective as of
June 6, 2003 ("Effective Date") by and between:

InteractNetworks,                           Y3K Secure Enterprise Software, Inc.
Inc.
1611 116th Ave NE, Suite 225                108 West Stewart Street
Bellevue, WA  98004 U.S.A.                  Puyallup, WA 98371
(hereinafter referred to as ("Interact")    (hereinafter referred to as
                              --------      ("Reseller")
                                            ------------

                                    RECITALS

WHEREAS,  Interact  is  engaged in the  licensing  and  distribution  of network
vulnerability assessment hardware appliances and software systems; and

WHEREAS, Reseller is a technology reseller which wishes to provide  the Products
for sale to third parties; and

NOW, THEREFORE, by reason of the foregoing premises, and in consideration of the
mutual covenants set forth in this Agreement, the parties agree as follows:

                                    ARTICLE I
                       RESELLER CLASSIFICATION/DEFINITIONS

(a)       RESELLER CLASSIFICATION: Reseller hereby represents and agrees that it
will  resell  the  Products  described  in Exhibit A attached hereto and defined
                                           ---------
below, in conjunction with a Value-Added Component.

(b)        CUSTOMERS:  The term  "Customer(s)"  is  defined and limited to those
third party business  entities not affiliated  with the Reseller whose principal
place of business is located  within the United States  through  which  Reseller
distributes the Products and provides Value-Added Components.

(c)        PRODUCTS:   The term "Product(s)" shall be defined and limited to the
                             ----------
hardware appliances and softwarelisted in Exhibit A.
                                           ---------

(d)        UNAUTHORIZED  USE.    The  term  "Unauthorized  Use"  means  any use,
possession, knowledge, viewing, inspection, examination, copying, disclosure, or
other  activity  by  Reseller  involving  any part of the  Products  that is not
expressly  authorized  under the this  Agreement  or  otherwise  in  writing  by
Interact.

(e)        SALE/RESALE:    The term  "Sale" or  "Resale"  (in any tense or form)
whenever  used in this  Agreement  shall mean the  transfer of  ownership of the
hardware  component  of the Product from  Reseller to a Customer,  but shall not
include  the  transfer  of  ownership  of the  Software  or any rights  relating
thereto, but shall include the distribution of the Software to the Customer. The
Customer's use of the Software shall be governed by a separate end user software
license  agreement,  required between Customer and Interact,  and the Customer's
acceptance of such license  agreement  shall be a  precondition  to the Customer
using the Product.  The Reseller may receive  royalties  resulting from such end
user software  license per other  sections of this  Agreement,  but the software
component of the Product is not sold or resold to the Customer by the Reseller.

(f)       VALUE-ADDED COMPONENT: The term "Value-Added Component" shall mean the
                                          ---------------------
product  installation,  system  integration  and  support  services that must be
provided by Reseller to Customers in conjunction with the sale of the Product.


<PAGE>

                                   ARTICLE II
                          GENERAL TERMS AND CONDITIONS

1.       SCOPE OF THIS AGREEMENT

1.1        Appointment of Reseller.  Subject to all the terms and conditions set
           -----------------------
forth herein,  Interact hereby appoints Reseller as a non-exclusive  reseller of
the Products in the United States, and Reseller hereby accepts such appointment.
Interact  agrees to sell the hardware  component of the Products to Reseller for
resale only to the  Customers  upon the terms and  conditions  set forth in this
Agreement and Interact agrees to provide a copy of the Software component of the
Products to Reseller for distribution to Customers.

1.2         Non-exclusive.  The Reseller acknowledges that its right to Sell the
            -------------
Products under this Agreement is  non-exclusive,  and that Interact reserves the
right to sell and  distribute any of its products to any customers in the world,
and to appoint  any third party to do so,  without  giving the  Reseller  notice
thereof and without incurring any liability to the Reseller therefore.  Further,
nothing  herein shall be deemed to preclude the Reseller  from selling  software
systems and/or hardware that are competitive with the Products.

1.3          Status as  Independent  Contractor.  The  relationship  established
             ----------------------------------
between  Interact and the Reseller by this  Agreement is that of a vendor to its
vendee and nothing  herein  contained  shall be deemed to establish or otherwise
create a relationship of principal and agent between  Interact and the Reseller.
The Reseller  represents  that it is an  independent  contractor who will not be
deemed an agent of Interact for any purpose  whatsoever and neither the Reseller
nor any of its agents or employees will have any right or authority to assume or
create any  obligation  of any kind,  whether  express or implied,  on behalf of
Interact.  This  Agreement  is not a franchise  agreement  and does not create a
franchise  relationship  between  the  parties  and if  any  provision  of  this
Agreement  is  deemed to  create a  franchise  between  the  parties,  then this
Agreement  will be deemed null and void and will  automatically  terminate as if
such provision had been deemed  unenforceable  by a court as provided in Section
12.8.

1.4         Terms.  Interact  shall sell  and/or  license  the  Products  to the
            -----
Reseller upon the terms and conditions set forth in this Agreement at the prices
and/or  fees set forth in Exhibit A or the then  current  pricing  and  discount
schedule.  Interact may increase or decrease the price of the Products by giving
the  Reseller  thirty (30) days notice and such new pricing will apply to all of
the Reseller's orders received by Interact after the effective date set forth in
such notice.

         In the event of a list  price  increase  and upon  Reseller's  request,
Interact shall extend,  for a period of up to sixty (60) days, the  then-current
net purchase  price for  outstanding  written bids in which Reseller has offered
Products to its End Users;  provided Reseller submits in writing,  a list of its
then-current  outstanding written bids within ten (10) days after being notified
of a price change.

         Each Sale of a Product to a Customer by  Reseller  shall  constitute  a
separate  transaction,  obligating the Reseller to pay Interact at the specified
rates set forth in Exhibit A or the then current pricing and discount  schedule.
Reseller shall notify Interact within seven (7) days of the date of signature of
any agreement authorizing the sale of Product to a Customer.

1.5       Discontinuation/Changes  to  Products.     Interact  may,  in its sole
          -------------------------------------
discretion,   discontinue   the   sale   of  any  of  the   Products   and   any
parts/accessories  thereto (except where  continued  availability is required by
law) and make such changes  affecting  their form, fit or function as it, in its
sole discretion, determines, without incurring any liability to the Reseller.

2.       SOFTWARE AND TRADEMARK LICENSE GRANTS

2.1         Software  License.  Products  delivered  by Interact  hereunder  may
            -----------------
contain or require the use of  separable  software  (the  "Software"),  which is
defined herein to include (i) computer  programs  consisting of hard-wired logic
instructions and/or instruction sequences in machine-readable code, contained on
a magnetic tape, diskette, semiconductor device or other memory device or system
memory which  provides  basic logic,  operating  instructions  and  user-related
application  instructions and (ii) documentation used to describe,  maintain and
use the programs. Interact and Reseller acknowledge and agree that such Software
includes intellectual  property rights owned or held by Interact,  including but
not limited to patent rights,  copyright  rights,  utility models rights,  trade
secret rights, trademark rights, rights of publicity, authors' rights, mask work
rights,  contract and  licensing  rights,  goodwill  and all other  intellectual
property  rights,  as may exist now and/or hereafter come into existence and all
applications therefor and registrations,  continuations,  continuations-in-part,
divisions, reissues, reexaminations, renewals and extensions thereof, regardless
of whether  such rights  arise under the laws of the United  States or any other
state,  country or  jurisdiction.  Notwithstanding  any other provisions of this
Agreement  and/or  reference to "sale" of Products in this Agreement,  the title
to, and ownership of, the Software shall remain with Interact.


<PAGE>

         Interact   hereby   grants  to  Reseller  a  personal,   non-exclusive,
non-assignable  license to (I)  distribute to Reseller's  Customers the Software
for use solely in connection  with the Products sold pursuant to this  Agreement
and subject to Interact's  standard  software license terms contained in the End
User Software License  Agreement (the "EUSLA")  attached hereto as Exhibit B and
(II)  demonstrate  the  Software  to  prospective   Customers  pursuant  to  the
Technology Evaluation Agreement referenced in Section 2.6 and attached hereto in
Section 2.6.  Reseller  shall sell and distribute the Products only to Customers
who agree in writing with Reseller to accept the terms of the EUSLA.

2.2      License to Interact Trademark.
         -----------------------------

          a. Interact  grants to Reseller a limited,  worldwide,  non-exclusive,
license  during the term of this  Agreement to use the Interact  trademarks  for
purposes of marketing and sales of the Products.  Reseller will strictly  comply
with all guidelines provided by Interact concerning the use of its trademarks.

          b. All uses of Interact's  trademarks and related  goodwill will inure
solely to Interact  and  Reseller  will obtain no rights with  respect to any of
Interact's  trademarks,  except for the limited  license granted in this Section
2.3,  and  Reseller  irrevocably  assigns to Interact any rights and goodwill in
Interact's trademarks that it may acquire. Reseller will not attempt to register
any of Interact's  trademarks  or any marks or trade names that are  confusingly
similar to Interact's trademarks.

2.3         Reservation  of Rights.  The  Software is  licensed  per Section 2.2
            ----------------------
above, not sold, by Interact to Reseller,  and nothing in this Agreement will be
interpreted or construed as a sale or purchase of the Software whether expressed
or implied.  Reseller  will not have any rights in or to the Software  except as
expressly  granted in this Agreement.  Interact reserves to itself all rights to
the  Software  not  expressly  granted  to  Reseller  in  accordance  with  this
Agreement. Interact retains all copyright, patents, trademark, trade secrets and
other intellectual property rights in and to the Software. Reseller acknowledges
that  the  Software,   all  copies  of  the  Software,   any  derivative  works,
compilations,  and collective works of the Software,  and any know-how and trade
secrets related to the Software are the sole and exclusive  property of Interact
and contain Interact's confidential and proprietary materials.

2.4        Software  License Fees. In  consideration  of the rights and licenses
           ----------------------
granted herein, Reseller agrees to pay Interact the amounts described in Exhibit
A or the then current pricing and discount schedule.  All such payments shall be
paid under the same payment terms as those  described in Section 3. Such payment
shall not apply if Customers  purchase Software directly from Interact following
expiration of any such Customer's one (1) year license.

2.5         Demonstration  License.  Notwithstanding  anything to the  contrary,
            ----------------------
Reseller shall not be obligated to make payments pursuant to Section 2.5 for use
of the Software by Reseller solely for purposes of  demonstration to prospective
customers in accordance  with Section  2.2(II) and otherwise in compliance  with
the  EUSLA.  In the event  Reseller  desires  to  demonstrate  the  Software  to
prospective  customers,   Reseller  and  such  customer  shall  enter  into  the
Technology   Evaluation   Agreement  attached  hereto  as  Exhibit  C  and  such
demonstration shall be undertaken in accordance with such agreement.

3.       PURCHASE, DELIVERY, DEPLOYMENT AND SUPPORT

3.1        Firm  Purchase  Orders.  All orders for  Products  placed by Reseller
           ----------------------
hereunder  shall be evidenced by the Reseller's firm purchase order and shall be
subject to all of the  provisions set forth in this  Agreement.  By placing each
order, the Reseller confirms its agreement with and acceptance of all such terms
and conditions. In the event of any discrepancy between the provisions set forth
herein, on the one hand, and any purchase order,  order  confirmation,  or other
communication  between the  parties,  whether or not  acknowledged  by the other
party, on the other hand, the provisions hereof shall prevail. In addition,  any
additional  terms contained in any purchase order,  order  confirmation or other
communication  between the  parties,  whether or not  acknowledged  by the other
party, shall not be binding on either party unless both parties expressly accept
such  additional  terms in writing.  No order for any Product placed by Reseller
hereunder shall be binding on Interact unless, and until,  accepted by Interact.
Within five (5) business days after the receipt of a Reseller's  purchase  order
hereunder,  Interact shall either provide a written or email  acknowledgement of
acceptance of the purchase order or written or email  objections to the purchase
order. If Interact fails to provide any such written or email  acknowledgment or
objection  within  five  (5)  business  days of its  receipt  of any  Reseller's
purchase order  hereunder,  the purchase order shall be deemed to be rejected by
Interact  and of no further  force and effect.  Purchase  orders  shall  provide
details sufficient to identify the customer,  the applicable Product and Product
details, and the shipping instructions.


<PAGE>

3.2         Pricing and  Reseller  Discount.  For Products  acquired  under this
            -------------------------------
Agreement. Reseller shall pay to Interact the then-current applicable list price
minus the  discounts  set forth in Exhibit A  ("Reseller  Terms of Sale") or the
then current discount  schedule.  Such applicable list prices do not include any
additional charges for shipment, insurance, taxes, duties, handling, and similar
costs,  which  shall be paid by  Reseller.  Reseller  shall  set its own  prices
without  consultation  with  Interact.  The discounts set forth in Exhibit A are
subject to change by Interact.  Interact  will  provide  Reseller 30 days notice
before any changes to the discounts are made.

3.3        Payment Terms.  All prices are  expressed,  and shall be payable,  in
           -------------
United States Dollars. Payment terms shall be net thirty (30) days from the date
of  invoice.  An  additional  two  percent  (2%)  discount  shall be granted for
payments  made in net ten (10) days  from the date of  invoice.  Interact  shall
issue invoices upon shipment. To the extent Reseller shall fail to make payments
as specified in this  Agreement,  or if for any other bona fide reason  Interact
deems  itself to be insecure as to payment,  Interact  may demand that  Reseller
make full or partial payment in advance, open for Interact's benefit irrevocable
documentary  letters of credit,  obtain for Interact's  benefit bank guaranties,
provide  current  financial  statements  for  Reseller,   and/or  provide  other
satisfactory  security or  guaranties  that  invoices will be promptly paid when
due. All Products  sold  hereunder  shall be invoiced to Reseller,  and Reseller
shall be responsible for invoicing its Customer.  Interact reserves the right to
charge  interest  at one and one half  percent  (1.5%)  per month on any  unpaid
balance owing by Reseller  from the date on which the unpaid  balance was due to
Interact.

3.4        Taxes.  The Reseller  shall bear the cost of any taxes  (exclusive of
           -----
taxes based on the net income of Interact), levies, duties and fees of any kind,
nature or description  whatsoever  applicable to any of the Products supplied by
Interact to the  Reseller.  The  Reseller  will pay  Interact all such sums upon
demand unless the Reseller provides  Interact,  at the time of the submission of
its purchase orders,  tax exemption  certificates or licenses  acceptable to the
appropriate taxing authorities.

3.5      Shipment Schedules.  Interact will ship Products to Reseller or to
         ------------------
Reseller's Customers as indicated in the purchase order.

3.6      U.S. Domestic.  For all orders for shipment of Products hereunder to
         -------------
destinations within the U.S. 48 contiguous states, all prices shall be stated in
the Exhibit A or the then current pricing schedule and all Products purchased by
Reseller  from  Interact  hereunder  shall  be  shipped, F.O.B.  [Factory].  All
transportation, insurance and handling charges for Products so  shipped shall be
borne by Reseller.

3.7      International.  For all orders for shipment of Products by Interact
         -------------
 hereunder from the U.S. to a destination outside the U.S. 48 contiguous states,
shipping tents shall be Ex works (Factory).   For all shipments from the U.S. to
foreign destinations, title to all Products shall pass outside the U.S. Customs
territory.

3.8        Cancellation of Ordered Products.  All Products ordered hereunder are
           --------------------------------
considered customized products. After Reseller has received notice from Interact
of acceptance of an order but prior to the originally  scheduled  shipment date,
Reseller will be able to cancel,  reduce,  reconfigure  or reschedule  the order
without the prior written consent of Interact;  provided, however, that Reseller
shall not do so unreasonably. Reseller shall not have the right to take any such
action  after the order has been  shipped  and the  Reseller  shall not have the
right to return  product to  Interact  for  credit  without  Interact's  written
permission.

3.9        Deployment Services. Reseller is solely responsible for deploying the
           -------------------
Products  for  Customers  (at a minimum  to  include  preliminary  installation,
configuration,  and testing of the  Product on the  Customer's  network)  unless
Reseller has contracted to have Interact perform specific deployment services at
Interact's  rate for  Professional  Services in  accordance  with the terms of a
separate statement of work.

3.10     Support Services.
         ----------------

a.       Interact Support Responsibilities.  Interact Support Fees to Resellers
         ---------------------------------
are set forth in Exhibit A of this Agreement (or the then current Support Fee
Schedule) and incorporated here by reference.


<PAGE>

b.       Reseller  Support  Responsibilities. Reseller, or its designee, will be
solely  responsible  for providing all  technical,  service,  warranty,  return,
troubleshooting,   telephone,  and  other  training,  service,  and  support  to
Customers  relating  to the  Products.  Under  no  circumstances  will  Reseller
facilitate,  instruct,  or encourage its Customers to contact Interact directly.
Reseller is fully  responsible for the product  knowledge and technical  support
skills of its  personnel.  Reseller will  promptly  return calls for support and
other  services  related to the Products  and will  otherwise  use  commercially
reasonable  efforts to assist Customers to resolve any questions  concerning the
Products.

4.       RESELLER OBLIGATIONS

4.1        General Restrictions. Except as otherwise explicitly provided in this
           --------------------
Agreement or as may be expressly permitted by applicable law, Reseller will not,
and will not  permit or  authorize  third  parties  to: (a)  reproduce,  modify,
translate,  enhance,  decompile,   disassemble,   reverse  engineer,  or  create
derivative  works of the  Products;  (b)  provide,  divulge,  disclose,  or make
available  to, or permit the use of the Products by any third party;  (c) alter,
encode,  copy,  distribute  or transmit any digital  media or other  information
using  the  Products  without  obtaining  all  necessary   copyright  and  other
permissions;  nor (d)  circumvent  or  disable  any  technological  features  or
measures in the Products for the  protection of  intellectual  property  rights,
managed distribution of digital media, or the collection of information.

4.2      Customer Network Access.      Without receipt of prior written approval
         -----------------------
from the Customer, Reseller shall not access Customer's network or data residing
upon Customer's network utilizing the Products.

4.3        Proprietary  Rights Notices.   Reseller will neither alter nor remove
           ---------------------------
any copyright notice or other proprietary  rights notices that may appear on any
part of the Products. In addition,  when reproducing any part of the Products in
accordance  with this  Agreement,  Reseller must include all copyright and other
proprietary  rights  notices  as are  currently  contained  on each  part of the
Products or as may be reasonably specified from time to time by Interact.

4.4        Compliance  with Laws.   Reseller  will  maintain  high  standards of
           ---------------------
professionalism and will at all times comply with all applicable laws, statutes,
ordinances,  and regulations and refrain from any unethical conduct or any other
conduct  that  tends to damage  the  reputation  of  Interact  or the  Products.
Reseller will regularly and continuously  inform Interact of any requirements of
laws, statutes,  ordinances,  rules, and regulations of any and all governmental
authorities that directly or indirectly affect Reseller's use of the Products.

4.5        Export.   The Products may be subject to United States export control
           ------
laws,   including  the  U.S.  Export   Administration  Act  and  its  associated
regulations,  and may be  subject  to  export  or  import  regulations  in other
countries.  Reseller must comply strictly with all such regulations that are now
or later in effect and  acknowledges  that it has the  responsibility  to obtain
licenses to export, re-export, or import the Products.

4.6      No Warranties.  Reseller will not make or publish any  representations,
         -------------
warranties,  or guarantees on behalf of Interact concerning the Products without
Interact's specific prior written approval.

4.7        Protection against  Unauthorized Use. Reseller  acknowledges that the
           ------------------------------------
Products  and any other  materials  furnished  to Reseller  by Interact  involve
valuable  proprietary  rights of Interact.  Reseller will take appropriate steps
and  precautions  for the  protection  of the  Products.  Without  limiting  the
generality of the  foregoing,  Reseller will use its best efforts to prevent any
Unauthorized Use and immediately  notify Interact in writing of any Unauthorized
Use that comes to Reseller's attention.  In the event of any Unauthorized Use by
anyone who  obtained  access to the  Products  directly  or  indirectly  through
Reseller  or  any  of  its   Customer  or  any  of  their   employees,   agents,
representatives,  or  contractors,  Reseller  will  take  all  steps  reasonably
necessary to  terminate  such  Unauthorized  Use and to retrieve any copy of the
applicable  Products  in the  possession  or  control  of the  person  or entity
engaging in such  Unauthorized  Use.  Reseller  will  provide to  Interact  such
cooperation and assistance  related to any such Unauthorized Use as Interact may
reasonably request.

4.8        Reference. Subject to Section 12 regarding confidentiality,  Reseller
           ---------
will (a) make one or more  representatives  reasonably  available  for reference
inquiries from potential Interact customers, partners, and investors, (b) permit
Interact  to create and  publish a case study  describing  in general  terms the
nature of  Reseller's  use of the  Products,  (c) permit  Interact  to issue and
publish a press release containing a quotation from a representative of Reseller
announcing  that  Reseller has licensed the Products and the general  context of
the  intended  use,  and (d) allow the name and logo of Reseller to be posted on
Interact's  web site and in  marketing  and  advertising  materials  subject  to
compliance with Reseller's  brand guidelines or other  specifications  regarding
logo usage.


<PAGE>

4.9      Additional Reseller Responsibilities.  The Reseller:
         ------------------------------------

                           a.       will  provide Customer  with  information on
                           registering for the  Customer's one-year subscription
                           to  receive  Software updates and  Vulnerability Test
                           updates   directly   from  Interact via   an  on-line
                           registration process.

                           b.      will notify Customer of Customer's obligation
                           to  enter  into a  separate  license  agreement  with
                           Interact governing the Customer's use of the Software
                           and   that   execution   of  such   agreement   is  a
                           precondition to Customer using the Product.

                           c.       will  sell  the Product with Product-related
                           materials in a mutually acceptable manner.

                           d.       shall  not  sell  the Products in any manner
                           other than with the Value-Added Components, except as
                           provided by written consent from Interact.

                           e.       will maintain and enforce on a commercially-
                           reasonable basis, the Reseller's Customer  agreements
                           for   the  Products  that  are  consistent  with  the
                           Reseller's   obligations    hereunder,  including
                           contractual provisions that:

                                i.       such Customer not re-sell the Products.

                                ii.      sales of the Product may be suspended
                                and Products recalled if any such Reseller is in
                                breach of these requirements.

                           f.       will obtain and/or maintain customer service
                           support functions sufficient to meet all reasonable
                           inquiries and needs of Customers.

                           g.       Will  use   diligent   efforts   to  promote
                           vigorously  the  marketing  and  distribution  of the
                           Products to realize the maximum  sales  potential for
                           the Products.  Reseller  shall be solely  responsible
                           for all costs and  expenses  related to  advertising,
                           marketing, promoting and distributing the Products.

                           h.        Reseller   shall   provide   Interact  with
                           reasonably prompt written notification of comments or
                           complaints  made by Customers  about the Products and
                           any  problems  with  the  Products  or  their  use or
                           suggested  improvements  to  the  Products  of  which
                           Reseller becomes aware. All such information shall be
                           the  property   and   Confidential   Information   of
                           Interact.


<PAGE>

5.          RECORDS AND AUDIT RIGHTS.  Reseller  agrees to make, and to maintain
until three (3) years after the last  payment  under this  Agreement  is due and
paid,   complete  books,   records  and  accounts  with  respect  to  Reseller's
distribution  of and payments for Products  hereunder  and its  compliance  with
terms and  conditions of this  Agreement.  Such records shall include  number of
units shipped by product and platform,  serial  numbers,  Customer  information,
date of shipment,  copies of purchase  orders and invoices and support  contract
information.  Reseller shall maintain a list of all sales transactions involving
the Products on a separate  register or document,  which  document shall include
all sales  numbered  sequentially  and by date and shall  include each  Customer
name, address and product serial numbers. Interact shall have the right to audit
such books and records for purposes of  verification  of the sales and inventory
information  with respect to the Products.  Any such audit shall be conducted by
Interact or its representatives during normal business hours, and Reseller shall
cooperate  fully with  Interact or its  representatives  in any such audit.  Any
underpayment shall be payable immediately.  Any such audit shall be performed at
Interact's expense during normal business hours; provided, that the cost of such
audit shall be paid by the Reseller if such audit reveals an underpayment by the
Reseller of more than five percent  (5%) of the amounts  payable by the Reseller
to Interact in any six (6) month period.

6.       TERM AND TERMINATION

6.1      Term.   This   Agreement will commence upon the Effective Date and will
         ----
continue for 3 years unless this  Agreement is  terminated  in  accordance  with
Section 6. The Agreement will thereafter be  automatically  renewed for one year
at a time unless  terminated by either party with three months'  written  notice
prior to start of such automatic renewal.

<PAGE>

6.2      Termination For Cause.   Either  party  may immediately  terminate this
         ---------------------
Agreement  by giving the other notice if such other  party:

         a.  defaults in the payment of any monies it owes to the other when due
and such  default  continues
for a period of ten (10) days  after  notice  thereof;  or,

         b.  defaults  in the performance  of any of its  obligations  under any
of the terms or conditions of this Agreement other than as provided in
subsection (a)above, which default is not remedied within thirty (30) days after
notice  thereof;  or,

       c.  defaults in the performance of any of its obligations under the terms
and conditions  of  this  Agreement  which  default  by  its  nature,  cannot be
remedied;  or,

       d.  engages directly or  indirectly in any attempt to defraud the party
issuing such notice; or,

       e. is  unable to pay any  and/or  all of its debts as they  become due or
becomes insolvent or ceases to pay any and/or all of its debts as they mature in
the ordinary  course of business,  or makes an assignment for the benefit of its
creditors; or,

       f.  is  liquidated  or  dissolved  or if  any  proceedings  are commenced
by, for or against it under any bankruptcy, insolvency,  reorganization of debts
or debtors  relief law, or law  providing for the  appointment  of a receiver or
trustee in bankruptcy.

6.3        Notice  of   Material   Breach  or   Default.       If  either  party
           --------------------------------------------
commits  a  material  breach  or  default  in  the  performance  of  any  of its
obligations  under this Agreement,  then the other party may give the defaulting
party written notice of the material breach or default (including a statement of
the facts  relating to the material  breach or default,  the  provisions of this
Agreement  that are in material  breach or default,  and the action  required to
cure the material breach or default) and the non-defaulting party's intention to
terminate  the  Agreement  pursuant  to Section  6.3 if the  material  breach or
default  is not cured  within  thirty  (30) days  after the  defaulting  party's
receipt of such notice (or such later date as may be specified in such  notice).
Without  limiting  the  foregoing,  any  failure  by  Reseller  to timely pay to
Interact  any amounts  owing under this  Agreement  will  constitute  a material
breach of this  Agreement.

6.4         Notice   of   Termination.             If   the   defaulting   party
            -------------------------
fails to cure a material breach or default specified in any notice under Section
6 within  thirty  (30) days after  receipt of such notice (or such later date as
may be specified in such notice),  then the  non-defaulting  party may terminate
this Agreement by giving the defaulting party written notice of termination.

6.5         Post-Termination  Obligations.  If  this  Agreement  or any licenses
           ------------------------------
in  this Agreement are  terminated  for any reason:

             a. Reseller will pay to Interact any  fees,  reimbursable expenses,
compensation,  or other amounts that have accrued prior to  the  effective  date
of the  termination, as well as any fees received from  Customers  following the
effective date of  termination;

             b. Reseller  will continue  any  support  obligations  incurred  to
Customers who have  purchased the Interact  Solution  per  section 3.10(b);  and

             c. Any and all liabilities  accrued prior to the effective date  of
the termination will survive.

7.       WARRANTIES AND DISCLAIMER

7.1        Mutual  Warrantee.  Each party  represents  and warrants to the other
           -----------------
that (i) it has the  right  and  power  to enter  into  and  fully  perform  the
obligations  it has  undertaken  in this  Agreement;  (ii) it is not  under  any
obligations,  contractual or otherwise, to any other entity that might conflict,
interfere, or be inconsistent with any of the provisions of this Agreement;  and
(iii) it shall  comply  with all  federal,  state  and  local  laws,  rules  and
regulations necessary for it to perform its obligations under this Agreement.


<PAGE>

7.2      Reseller's Warranty.
         -------------------
       a.   Warranty.  Interact  warrants to Reseller  that the  Products  shall
conform in all material respects in normal use to their  Specifications  for one
(1) calendar year ("Warranty Period"). All dates are calculated from the date of
shipment to Reseller.  In the event of a failure of Products to conform to their
Specifications  during  the  Warranty  Period,  Reseller  shall  return any such
non-conforming Products to Interact for Interact's inspection. In the event that
such Products do not conform to their  Specifications,  Interact  shall have the
right,  at its sole  option,  either:  (a) to repair such  Products to make them
conform to their  Specifications;  (b) to replace such Products with  conforming
Products; or (c) to pay to Reseller a pro rated refund of money paid by Reseller
for such non-conforming Products,  reduced on a straight-line basis over one (1)
year  from the date of  initial  delivery  of such  Products  to  Reseller.  The
foregoing expresses  Reseller's sole remedy, and Interact's sole liability,  for
any  breach of  warranty  by  Interact  hereunder.  b.  Scope of  Warranty.  The
foregoing warranty is solely and exclusively for Products, and does not apply to
any other goods or services of Interact,  Reseller or of third parties, and does
not apply to the combination of Products with any other goods or services or for
any misuse or abuse of the  Products  or the use of the  Products  in any manner
inconsistent with the documentation.

       c.  Product Returns. Prior to returning any Product, whether for exchange
or warranty or  non-warranty  action,  Reseller  must obtain a Return  Materials
Authorization  ("RMA ")  number  from  Interact,  and  display  such RMA  number
prominently on the packaging of such returned Products. Reseller must return the
Product to Interact,  with shipping  charges  prepaid.  Interact will not accept
collect  shipments.  Any Product returned to Interact,  which is not returned in
accordance with the terms of this Agreement,  may be refused by Interact, at its
sole  discretion.  Reseller  may accept  returns from End Users and Reseller may
send such returned Products to Interact.

       d.  Out of Warranty  Repair.  For Products which fail to conform to their
Specifications  after the warranty  period has  expired,  but during the term of
this  Agreement,  Reseller  may return such  Products to Interact  for repair or
replacement at Interact's  then-current  prices and terms after obtaining an RMA
number.  Net  prices  for  repair  and  replacement  parts are as  indicated  in
Interact's  then-current service and support Price List and are not eligible for
further discounting.

7.3        Disclaimer.   INTERACT   HEREBY   DISCLAIMS   AND   EXCLUDES   ANY
           ---------
REPRESENTATIONS  OR  WARRANTIES  THAT  THE  PRODUCTS  ARE  COMPATIBLE  WITH  ANY
COMBINATION  OF PRODUCTS  NOT  FURNISHED  BY INTERACT  WHICH THE RESELLER OR ANY
PURCHASER  OR END USER MAY  CHOOSE TO CONNECT  TO THE  PRODUCT  EXCEPT FOR THOSE
EXPRESSLY  APPROVED IN WRITING BY INTERACT.  INTERACT  EXPRESSLY  DISCLAIMS  ALL
IMPLIED WARRANTIES OF MERCHANTABILITY,  FITNESS FOR RESELLER'S PURPOSE, QUALITY,
ACCURACY,  TITLE,  AND  NON-INFRINGEMENT.  INTERACT  DOES  NOT  WARRANT  AGAINST
INTERFERENCE   WITH  THE   ENJOYMENT  OF  THE   INTERACT   SOLUTION  OR  AGAINST
INFRINGEMENT. INTERACT DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE OR THAT
OPERATION OF THE PRODUCTS  WILL BE SECURE OR  UNINTERRUPTED.  INTERACT  DOES NOT
WARRANT  THAT THE  PRODUCTS  WILL DETECT  EVERY  VULNERABILITY  OF A  CUSTOMER'S
NETWORK,  THAT  INFORMATION  AVAILABLE  THROUGH THE  PRODUCTS  WILL BE ACCURATE,
COMPLETE,  OR CURRENT,  OR THAT ERRORS OR DEFECTS  WILL BE  CORRECTED.  RESELLER
UNDERSTANDS  AND AGREES THAT THE  DISCLAIMER OF WARRANTIES IN THIS  AGREEMENT IS
FAIR AND REASONABLE  AND A FUNDAMENTAL  PART OF THIS AGREEMENT AND THAT INTERACT
WOULD NOT AGREE TO ENTER THIS AGREEMENT WITHOUT SUCH DISCLAIMER.

8.       INTELLECTUAL PROPERTY INFRINGEMENT

8.1      Interact's indemnity of the Reseller.
         ------------------------------------

       a. I nteract agrees to protect,  defend,  hold harmless and indemnify the
Reseller from and against any and all  liabilities,  damages and actions arising
out of any claim that the Products infringe any valid U.S. patent,  trademark or
copyright  of third  parties,  except where any such claims arise or result from
(i) the misuse of  Products;  (ii)  alteration  of the  Products as furnished by
Interact;  (iii) use of the  Products  furnished  by  Interact in the manner for
which  the same  were  neither  designed  nor  contemplated;  or (iv) a  patent,
trademark or copyright  in which the Reseller or an affiliate or  subsidiary  of
the Reseller has any direct or indirect  interest by license or otherwise.  This
indemnification  and hold  harmless  provision  shall extend only to damages and
costs assessed  against the Reseller  embodied in a final judgment by a court of
competent  jurisdiction holding that such Products constitute an infringement of
a valid U.S. patent, trademark or copyright or damages and costs incurred by the
Reseller as a result of a settlement entered into with the prior written consent
of Interact.  Interact shall not be  responsible  for any loss of profits or the
Reseller's incidental or consequential damages or losses.


<PAGE>

       b.  Reseller  will promptly notify Interact of any suit or threat of suit
as to which  Interact may have  obligations  under the above  provisions  and be
given  reasonable  opportunity to defend the same. The Reseller shall reasonably
cooperate  with  Interact  with regard to the defense of any suit or  threatened
suit and Interact  shall have  authority  to settle or otherwise  dispose of any
such suit or  threatened  suit,  and to appeal any judgment that may be entered.
This indemnity  shall be effective with respect to all Products sold by Interact
to the  Reseller on or after the date set forth above and shall  continue  until
terminated  by written  notice by  Interact to the  Reseller  upon ten (10) days
prior notice.  Termination of this indemnity shall not affect its  applicability
as to Products sold by Interact to the Reseller  prior to the  termination  date
thereof.

8.2      Reseller's indemnity of Interact.
         --------------------------------

       a.  The Reseller agrees to protect,  defend,  hold harmless and indemnify
Interact from and against any and all  liabilities,  damages and actions arising
out of any claim that the software or other products or services of the Reseller
bundled with or sold in conjunction with the Products or in connection with this
Agreement  ("Reseller  Goods")  infringe  any valid U.S.  patent,  trademark  or
copyright of third parties.  This  indemnification  and hold harmless  provision
shall extend only to damages and costs assessed against  Interact  embodied in a
final judgment by a court of competent  jurisdiction  holding that such Reseller
Goods constitute an infringement of a valid U.S. patent,  trademark or copyright
or damages and costs  incurred by Interact as a result of a  settlement  entered
into with the prior written  consent of the Reseller.  The Reseller shall not be
responsible  for any loss of profits or Interact's  incidental or  consequential
damages or losses.

       b.  Interact  will promptly  notify the Reseller of any suit or threat of
suit as to which the Reseller may have  obligations  under the above  provisions
and be given  reasonable  opportunity  to defend the same.  The  Reseller  shall
reasonably  cooperate  with  Interact  with regard to the defense of any suit or
threatened suit and Interact shall have authority to settle or otherwise dispose
of any such suit or  threatened  suit,  and to appeal any judgment  which may be
entered.  This indemnity shall be effective with respect to all Products sold by
Interact to the Reseller on or after the date set forth above and shall continue
until  terminated  by written  notice by Interact to the Reseller  upon ten (10)
days  prior  notice.   Termination  of  this  indemnity  shall  not  affect  its
applicability  as to  Products  sold by Interact  to the  Reseller  prior to the
termination date thereof.

9.       PRODUCT INDEMNITIES

9.1        Reseller.   The Reseller  shall  protect,  defend,  hold harmless and
           --------
indemnify  Interact and its officers,  directors and employees  from and against
any claims, suits, liabilities,  losses, fines, penalties,  damages and expenses
(including  reasonable  attorneys'  and experts' fees and costs) arising from or
incident to the Reseller Goods and/or the Reseller's  breach of its  obligations
or responsibilities  under this Agreement  including,  without limitation on the
foregoing, its obligations under Section 4.

9.2        Interact.  Interact  agrees  to protect,  defend,  hold  harmless and
           ---------
indemnify  the  Reseller  against any and all  liabilities  damages and actions,
directly and solely  arising out of any personal  injury to a Customer  from its
use of the Products sold by Interact to the Reseller.  Interact's  obligation to
defend the Reseller in connection with such indemnity,  however, shall terminate
with respect to such a claim in the event Interact  obtains and furnishes to the
Reseller  information that reasonably  supports the conclusion that the Reseller
altered  the  Products  or  made  warranties  or  representation  not  expressly
permitted  in  writing by  Interact  or that the  Products  were not used in the
manner intended or used in violation of the EUSLA.

10.      LIMITATIONS OF LIABILITY

10.1 Disclaimer of Consequential  Damages.  UNDER NO CIRCUMSTANCES WILL INTERACT
     ------------------------------------
BE LIABLE TO THE RESELLER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES  OF ANY  KIND  EVEN IF  ADVISED  OF THE  POSSIBILITY  OF  SUCH  DAMAGES,
INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT
OF THE LOSS OF PRESENT OR  PROSPECTIVE  PROFITS,  EXPENDITURES,  INVESTMENTS  OR
COMMITMENTS,  WHETHER MADE IN THE  ESTABLISHMENT,  DEVELOPMENT OR MAINTENANCE OF
BUSINESS REPUTATION OR GOODWILL,  FOR LOSS OF DATA, COST OF SUBSTITUTE PRODUCTS,
COST OF  CAPITAL,  AND THE CLAIMS OF ANY THIRD  PARTY,  OR FOR ANY OTHER  REASON
WHATSOEVER.

10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL INTERACT'S TOTAL LIABILITY OF
     ----------------
ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED
TO  WARRANTY  CLAIMS),  REGARDLESS  OF THE FORUM AND  REGARDLESS  OF WHETHER ANY
ACTION OR CLAIM IS BASED ON  CONTRACT,  TORT,  OR  OTHERWISE,  EXCEED  THE TOTAL
AMOUNT PAID BY RESELLER TO INTERACT UNDER THIS AGREEMENT DURING THE PRIOR TWELVE
(12)  MONTH  PERIOD  (DETERMINED  AS OF THE  DATE OF ANY  FINAL  JUDGMENT  IN AN
ACTION).

<PAGE>

10.3  Independent  Allocations  of Risk.  EACH  PROVISION OF THIS AGREEMENT THAT
      ---------------------------------
PROVIDES FOR A LIMITATION OF LIABILITY,  DISCLAIMER OF WARRANTIES,  OR EXCLUSION
OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.  THIS
ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY INTERACT TO RESELLER AND IS AN
ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE
PROVISIONS  IS  SEVERABLE  AND  INDEPENDENT  OF ALL  OTHER  PROVISIONS  OF  THIS
AGREEMENT,  AND EACH OF THESE  PROVISIONS  WILL APPLY EVEN IF THE  WARRANTIES IN
THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

11.      CONFIDENTIALITY

11.1 "Confidential  Information" means any trade secrets or other information of
      -------------------------
a party, whether of a technical,  business, or other nature (including,  without
limitation,  information relating to a party's technology,  software,  products,
services,  designs,  methodologies,  business plans, finances,  marketing plans,
Resellers, prospects, or other affairs), that is disclosed to a party during the
term of this  Agreement  and that  such  party  knows or has  reason  to know is
confidential,  proprietary, or trade secret information of the disclosing party.
Confidential Information does not include any information that: (a) was known to
the  receiving  party prior to receiving the same from the  disclosing  party in
connection with this Agreement;  (b) is independently developed by the receiving
party  without  use of or  reference  to  the  Confidential  Information  of the
disclosing  party by  individuals  who have had no access  to such  Confidential
Information;  (c) is acquired by the receiving party from another source without
restriction  as to use or  disclosure;  or (d) is or becomes  part of the public
domain  through  no  fault  or  action  of the  receiving  party.  "Confidential
Information"  will only include  items covered by this  definition  and that are
disclosed  or embodied  in  materials  delivered  in  tangible  form  (including
diskette,  CD, email, and other means of electronic delivery) and clearly marked
as  proprietary  or  confidential  or, if disclosed  orally,  are  summarized in
writing,  clearly  marked as proprietary  or  confidential,  and provided to the
receiving party within 30 days following each such disclosure.

11.2  Restricted  Use and  Nondisclosure.  During  and  after  the  term of this
      ----------------------------------
Agreement,  each party will: (a) use the other party's Confidential  Information
solely for the  purpose for which it is  provided;  (b) not  disclose  the other
party's  Confidential  Information  to a third party unless the third party must
access the Confidential Information to perform in accordance with this Agreement
and the third party has executed a written  agreement  that contains  terms that
are  substantially  similar to the terms  contained in this Section 11.2 and (c)
protect the other party's  Confidential  Information  from  unauthorized use and
disclosure  to the same  extent (but using no less than a  reasonable  degree of
care) that it protects its own Confidential Information of a similar nature.

11.3  Required  Disclosure.  If either  party is required by law to disclose the
      --------------------
Confidential  Information or the terms of this Agreement,  the disclosing  party
must give prompt written notice of such  requirement  before such disclosure and
assist  the   non-disclosing   party  in  obtaining  an  order   protecting  the
Confidential Information from public disclosure.

11.4 Return of Materials.  Upon the termination or expiration of this Agreement,
     -------------------
or upon earlier  request,  each party will deliver to the other all Confidential
Information that they may have in its possession or control. Notwithstanding the
foregoing,  neither  party will be  required  to return  materials  that it must
retain in order to receive the benefits of this Agreement or properly perform in
accordance with this Agreement.

11.5 Existing Obligations.  The obligations in this Section 11.5 are in addition
     --------------------
to,  and  supplement,  eachparty's  obligations  of  confidentiality  under  any
nondisclosure or other agreement between the parties.

11.6  Injunctive Relief.  Each  party  agrees  that  any  breach  of  any of its
      -----------------
obligations  with  respect  to  confidentiality or use of the disclosing party's
Confidential Information hereunder is  likely to cause  or threaten  irreparable
harm to the  disclosing party, and, accordingly, the receiving party agrees that
in  the  event  of  such  breach the  disclosing party shall be entitled to seek
equitable  relief  to protect its interest therein, including but not limited to
preliminary and permanent injunctive relief, as well as money damages.


<PAGE>

12.      GENERAL

12.1 Relationship. Reseller will be and act as an independent contractor and not
     ------------
as the agent or representative of Interact in the performance of this Agreement.
This  Agreement  will  not  be  interpreted  or  construed  as (a)  creating  or
evidencing any association, joint venture, partnership, or franchise between the
parties;  (b) imposing any  partnership or franchise  obligation or liability on
either party;  or (c) prohibiting or restricting  Interact's  performance of any
services  for any third  party.  Reseller  must not  represent  to  anyone  that
Reseller is an agent of Interact or is  otherwise  authorized  to bind or commit
Interact in any way without Interact's prior written authorization.

12.2  Assignability.  Reseller may not assign its right,  duties, or obligations
      -------------
under this Agreement  without  Interact's prior written  consent.  If consent is
given, this Agreement will bind Reseller's  successors and assigns.  Any attempt
by Reseller to transfer its rights,  duties, or obligations under this Agreement
except as expressly provided in this Agreement is void.

12.3  Subcontractors.  Interact may utilize a subcontractor or other third party
      --------------
to  perform  its  duties  under  this  Agreement  so  long as  Interact  remains
responsible for all of its obligations under this Agreement.

12.4 Nonsolicitation.  During the term of this Agreement and for a period of one
     ---------------
year thereafter,  Reseller will not,  directly or indirectly,  employ or solicit
the  employment  or services of a Interact  employee or  independent  contractor
without the prior written consent of Interact.

12.5 Notices.  Any notice  required or permitted to be given in accordance  with
     -------
this  Agreement  will be  effective if it is in writing and sent by certified or
registered  mail,  or  insured  courier,   return  receipt  requested,   to  the
appropriate  party at the  address  set  forth  below  and with the  appropriate
postage  affixed.  Either  party may change its address for receipt of notice by
notice to the other party in accordance  with this  Section.  Notices are deemed
given two  business  days  following  the date of  mailing or one  business  day
following delivery to a courier.

To Reseller:                                        To Interact:
-----------                                         -----------
At the address set forth on the first page hereto.  InteractNetworks, Inc.
                                                    1611 116th Ave NE, Suite 225
                                                    Bellevue, WA  98004 U.S.A.
                                                    ATTN: Chad Storey

12.6 Force  Majeure.  Interact will not be liable for, or be considered to be in
     --------------
breach of or default under this  Agreement on account of any delay or failure to
perform as  required  by this  Agreement  as a result of any cause or  condition
beyond Interact's  reasonable control, so long as Interact uses all commercially
reasonable efforts to avoid or remove such causes of non-performance.

12.7 Governing Law; Jurisdiction. This Agreement will be interpreted, construed,
     ---------------------------
and enforced in all respects in  accordance  with the local laws of the State of
Washington, U.S.A without reference to its choice of law rules and not including
the  provisions of the 1980 U.N.  Convention on Contracts for the  International
Sale of Goods. The parties agree to the exclusive  jurisdiction of the state and
federal courts located in King County, Washington.

12.8  Arbitration.  To ensure rapid and  economical  resolution  of any disputes
      -----------
which may  arise  under  this  Agreement,  the  parties  agree  that any and all
disputes or  controversies of any nature  whatsoever,  arising from or regarding
the interpretation,  performance,  enforcement or breach of this Agreement shall
be resolved by confidential, final and binding arbitration (rather than trial by
jury or court or resolution in some other forum) to the fullest extent permitted
by law. Any arbitration proceeding pursuant to this Agreement shall be conducted
by the American Arbitration Association ("AAA") in Seattle, Washington under the
then  existing  AAA  arbitration  rules.  If for any  reason all or part of this
arbitration  provision is held to be invalid,  illegal,  or unenforceable in any
respect under any applicable law or rule in any  jurisdiction,  such invalidity,
illegality  or  unenforceability  will not  effect  any  other  portion  of this
arbitration  provision or any other  jurisdiction,  but this  provision  will be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal  or  unenforceable  part or  parts  of this  provision  had  never  been
contained  herein,  consistent with the general intent of the parties insofar as
possible.

12.9 Waiver.  The waiver by either party of any breach of any  provision of this
     -------
Agreement does not waive any other breach. The failure of any party to insist on
strict  performance  of any  covenant  or  obligation  in  accordance  with this
Agreement will not be a waiver of such party's right to demand strict compliance
in the future, nor will the same be construed as a negation of this Agreement.

<PAGE>

12.10  Severability.  If any part of this  Agreement  is  found  to be  illegal,
       ------------
unenforceable,  or invalid, the remaining portions of this Agreement will remain
in full force and effect.  If any  limitation or restriction on the grant of any
license to Reseller under this Agreement is found to be illegal,  unenforceable,
or invalid, the license will immediately terminate.

12.11  Interpretation.  The parties have had an equal opportunity to participate
       --------------
in the  drafting  of  this  Agreement  and the  attached  exhibits,  if any.  No
ambiguity will be construed against any party based upon a claim that that party
drafted the  ambiguous  language.  The headings  appearing  at the  beginning of
several   sections   contained  in  this   Agreement   have  been  inserted  for
identification  and reference  purposes only and must not be used to construe or
interpret this Agreement.  Whenever required by context,  a singular number will
include the plural, the plural number will include the singular,  and the gender
of any pronoun will include all genders.

12.12  Counterparts.  This  Agreement may be executed in any number of identical
       ------------
counterparts,  notwithstanding  that  the  parties  have  not  signed  the  same
counterpart,  with  the  same  effect  as if the  parties  had  signed  the same
document.  All  counterparts  will  be  construed  as and  constitute  the  same
agreement.  This  Agreement  may also be executed and delivered by facsimile and
such  execution  and delivery will have the same force and effect of an original
document with original signatures.

12.13 Entire  Agreement.  This  Agreement  supersedes,  terminates and otherwise
      -----------------
renders null and void any and all prior written and/or oral  agreements  between
the Reseller  and Interact  with  respect to the matters  herein  expressly  set
forth,  except that nothing herein  contained  shall be construed as intended to
relieve  or release  either  party from its  obligation  to make  payment of any
monies which either party may owe to the other party. This Agreement  represents
and incorporates the entire  understanding of the parties hereto with respect to
the matters herein  expressly set forth and each party  acknowledges  that there
are no warranties,  representations,  covenants or  understandings  of any kind,
nature or description  whatsoever  made by either party to the other,  except as
are herein expressly set forth. This Agreement may be modified only by a written
instrument  signed by the  parties to this  Agreement,  which  instrument  makes
specific reference to this Agreement and the changes to be made hereto.

12.14  Survival. The provisions of Sections 2.5 (Reservation of Rights), 6 (Term
       --------
and   Termination),   8  (Intellectual    Property  Infringement),   9  (Product
Indemnities),  10  (Limitation of Liability),  and  11  (Confidentiality)  shall
survive the expiration of this Agreement.

12.15 Attorney Fees.   If  any legal  action,  arbitration,  mediation  or other
      -------------
proceeding  is  brought for  the enforcement of this Agreement, or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this Agreement, the successful or prevailing party or  parties
shall be entitled to recover reasonable attorneys' fees and other costs incurred
in that action or proceeding, in addition to any other relief to which it or
they may be entitled.

The Reseller hereby  warrants and represents that the individual  executing this
Agreement is duly authorized and empowered to bind the Reseller.  This Agreement
shall be subject to  acceptance  by Interact  through its execution in the space
provided below by an authorized representative only.


IN WITNESS WHEREOF,  the parties have entered into this Agreement as of the date
first above written.


Reseller:Y3K Secure Enterprise Software,                InteractNetworks:
Inc.

/s/ James R. Stephens Jr.                               /s/ Chad Storey
--------------------------------                        -----------------

By: James R. Stephens Jr.                               By: Chad Storey

Title: VP Sales and Marketing                           Title: President


<PAGE>


EXHIBIT A - PRODUCT PRICE LIST

LockDown VA Small Business Appliance price list, attached

LockDown VA Scanner and Datasafe Appliances price list, attached


Discount levels for New Sales
--------------------------------------------------------------------------------
    Level               Discount                  Annual Commitment

--------------------------------------------------------------------------------
    Gold                  40%                      $100k Annual
--------------------------------------------------------------------------------
    Silver                35%                      $50k Annual
--------------------------------------------------------------------------------
    Bronze                30%                       None
--------------------------------------------------------------------------------


Notes:

a)   If  the  Reseller  sells  any  Update  Services  before  such services  are
     required for continued operation of the Interact Solution,  one half of the
     full  discount  level  applies,  i.e. if a reseller is enjoying  the Silver
     Discount  level of 35% on new products,  then they would receive a discount
     rate of 17.5% on Update Services.

b)   Half of the discount level applies for Extended Hardware Maintenance
     agreements in all cases.

c)   $120/hr for technical support for Resellers.

d)   Discount level  adjusted based on  the annualized run rate for the previous
     quarter.

e)   Pricing and Discounts subject to change.




<PAGE>

                                                                    Exhibit 10.3


                        INDEPENDENT CONSULTING AGREEMENT
                                  JASON M SMITH

         This  Independent  Consulting  Agreement  ("Agreement")  is  entered
into effective as of the 8th day of September, 2003, by and  between Y3K  Secure
Enterprise  Software,  Inc. (the  "Company") and  Jason M Smith ("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 in writing 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 Tasks

     1.1.1 Develop the version of the application integrating Y3K applications
into the xSides space based on the project schedule outlined with approval of
YTHK and acceptance by Jason Smith

     1.1.2 Advise Y3K on xSides technology and implementation with contracts
outlined by Business Development.

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

2.         Term.  The term of this  Agreement  shall be for a period of 180 days
commencing on September 18, 2003.  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.

<PAGE>

3.          Consulting  Fees.  For the Services to be rendered by  Consultant to
Company  pursuant to this Agreement,  Consultant shall be entitled to an monthly
consulting fee (the  "Consulting  Fee") in the amount of Ten Thousand and 00/100
DOLLARS  ($10,000).  The  Consulting  Fee  shall be paid in  equal  semi-monthly
installments  on or before the first and  fifteenth  day of each  month.  In the
event that this  Agreement is  terminated  on other than the first of the month,
then the  Consulting  Fee for that  month  shall be  prorated  as of the date of
termination.

     3.1 Stock: Upon the signing of this Agreement the Consultant will receive a
Stock Option grant for 50 Thousand shares as outlined in the `Option Agreement'.

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
business  expenses  aggregating more than $1,000 monthly must be approved by two
officers of the  Company.

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  ther  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.  Consultant further agrees to execute all
assignments  or other  documents and do all things  necessary  to enable Company
to prosecute, perfect and enforce  such right, title, and interest  in all Works
and to allow  Company to obtain  patent,  trademark,  service  mark and/or trade
name registration, or copyright protection therefor.

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
6), 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.

<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 one (1) year 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 except as noted in exhibit A

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
which may be available.  Consultant further acknowledges,  agrees and stipulates
that, in the event of the termination of employment  with Company,  Consultant's
experience and  capabilities  are such that Consultant can obtain  employment in
business  activities which are of a different and  noncompeting  nature with his
activities  as an Consultant of Company;  and that the  enforcement  of a remedy
hereunder  by way of  injunction  would not prevent  Consultant  from  earning a
reasonable  livelihood.  Consultant  further  acknowledges  and agrees  that the
covenants  contained  herein  are  necessary  for the  protection  of  Company's
legitimate business interests and are reasonable in scope,  content and duration
since  Company's  business and  Consultant's  duties  pursuant to this Agreement
extend worldwide.

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.

<PAGE>

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/ Jason M. Smith
------------------------------------                         ------------------
By: King Wm. Cole, President                                 By: Jason M Smith
Date:  9/8/03                                                Date:  9/8/03


<PAGE>

                                                                    Exhibit 10.4


                        INDEPENDENT CONSULTANT AGREEMENT
                               Michael K. Secright

         This  Independent  Consulting  Agreement  ("Agreement") is entered into
effective  as  of  the  8th  day  of  September  2003, by and between Y3K Secure
Enterprise Software, Inc. with offices at 108 W. Stewart  Street,  Puyallup  WA.
98371 (the "Company") and Michael K. Secright ("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 in
writing 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 Deploy and manage network supporting y3k integration/development
         teams

         1.2 Manage and support development efforts that require sever
         integration and development

         1.3 Support of corporate IT operations

         1.4 Introduce third party relationships to Y3K and nurture those
         relationships

         1.5 Evaluate third party technology and report finding to Cedric Griss.

         1.6 Responsible for administrative duties and budget for IT operations

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

<PAGE>

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.

2.         Term.  The term of this  Agreement  shall be for a period of 180 days
commencing  on 8th day of  September  2003.  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 Seven  Thousand  Three
Hundred and 00/100  Dollars ($ 7300.00) 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

<PAGE>

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.

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 except as noted in exhibit A

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.

<PAGE>

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.

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/ Michael K. Secright
------------------------------------                    -----------------------
By: King Wm Cole, President                             By: Michael K. Secright
Date:  9/8/03                                           Date:  9/8/03


<PAGE>


                                                                    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.

<PAGE>

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.

<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.

<PAGE>

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


<PAGE>


                                                                   Exhibit 31.1

             CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

I, King Cole, certify that:

1. I have reviewed this report on Form 10-QSB of Y3K Secure Enterprise Software,
   Inc., for the quarter ended September 30, 2003;

2. Based on my  knowledge,  this  quarterly  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 report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 report;

4. The small business  issuer's other  certifying  officer and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13-a15(f)  and 15d-15 (f)) for the
small business issuer and 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  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

         b) Designed such internal control over financial  reporting,  or caused
such  internal  control  over  financial  reporting,  to be  designed  under our
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting  and the  preparation  of financial  statements  for extern
purposes in accordance with generally accepted accounting principals;

         c)  Evaluated  the   effectiveness  of  the  small  business   issuer's
disclosure  controls  and  presented  in this 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 such evaluation; and

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

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

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

<PAGE>

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

Date:  April 14, 2004

/s/ King Cole
--------------
King Cole
President and CEO



<PAGE>

                                                                    Exhibit 31.2
                           CERTIFICATION OF TREASURER
                           --------------------------

I, Leon M. Caldwell, certify that:

1. I have reviewed this  report  on  Form  10-QSB/A  of  Y3K  Secure  Enterprise
Software, Inc., for the quarter ended September 30, 2003;

2. Based on my  knowledge,  this  quarterly  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 report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 report;

4. The small business  issuer's other  certifying  officer and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13-a15(f)  and 15d-15 (f)) for the
small business issuer and 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  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

         b) Designed such internal control over financial  reporting,  or caused
such  internal  control  over  financial  reporting,  to be  designed  under our
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting  and the  preparation  of financial  statements  for extern
purposes in accordance with generally accepted accounting principals;

         c)  Evaluated  the   effectiveness  of  the  small  business   issuer's
disclosure  controls  and  presented  in this 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 such evaluation; and

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

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

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

<PAGE>

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


Date:  April 14, 2004

/s/ Leon M. Caldwell
---------------------
Leon M. Caldwell
Treasurer


<PAGE>
                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In connection  with the  Quarterly  Report of Y3K Secure  Enterprises  Software,
Inc., a Nevada corporation (the "Company"),on Form 10-QSB for the quarter ending
September 30, 2003 as filed with the  Securities  and Exchange  Commission  (the
"Report"), I, King Cole, President and CEO of the Company,  certify, pursuant to
ss. 906 of the  Sarbanes-Oxley  Act of 2002 (18  U.S.C.  ss.  1350),  that to my
knowledge:

      (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.


/s/ King Cole
---------------
King Cole
President and CEO
April 14, 2004



<PAGE>
                                                                    Exhibit 32.2


                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In connection  with the  Quarterly  Report of Y3K Secure  Enterprises  Software,
Inc., a Nevada corporation (the "Company"),on Form 10-QSB for the quarter ending
September 30, 2003 as filed with the  Securities  and Exchange  Commission  (the
"Report"),  I, Leon  Caldwell,  Treasurer,  certify,  pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that to my knowledge:

      (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.


/s/ Leon Caldwell
-----------------
Leon Caldwell
Treasurer
April 14, 2004