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10.01

THIS EMPLOYMENT AGREEMENT MADE THE 30TH DAY OF NOVEMBER, 1998.

BETWEEN:

                      SMARTSOURCES.COM INC.
                      A COLORADO COMPANY HAVING ITS
                      REGISTERED OFFICE AT #100-2030 MARINE DRIVE
                      NORTH VANCOUVER, B.C. V7P 1V7
                      (HEREINAFTER REFERRED TO AS THE "COMPANY")

                                                               OF THE FIRST PART

AND:

                      NATHAN NIFCO, BUSINESSMAN,
                      OF 2220 MATHERS AVENUE
                      WEST VANCOUVER, BRITISH COLUMBIA, V7V 2H5
                      (HEREINAFTER REFERRED TO AS THE "EMPLOYEE")

                                                              OF THE SECOND PART


WHEREAS THE EMPLOYEE IS A SHAREHOLDER IN AND A DIRECTOR OF THE COMPANY, AND THE
COMPANY DESIRES TO EMPLOY THE EMPLOYEE, AND THE EMPLOYEE DESIRES TO BE EMPLOYED
BY THE COMPANY, AS CHIEF EXECUTIVE OFFICE AND CHAIRMAN OF THE BOARD OF DIRECTORS
OF THE COMPANY;

AND WHEREAS THE PARTIES HERETO ARE DESIROUS OF ENTERING INTO A FORMAL EMPLOYMENT
CONTRACT PURSUANT TO THE TERMS AND CONDITIONS HEREINAFTER SET OUT;

NOW THEREFORE WITNESSETH THAT IN CONSIDERATION OF THE EMPLOYMENT AND OF THE
PREMSISES HEREIN, AND IN CONSIDERATION OF THE COVENANTS AND AGREEMENTS
HEREINAFTER CONTAINED, THE PARTIES HERETO MUTUALLY COVENANT AND AGREE AS
FOLLOWS:

1.  THE COMPANY SHALL EMPLOY AND THE EMPLOYEE SHALL SERVE IN THE EMPLOYMENT OF
    THE COMPANY AS ITS CHIEF EXECUTIVE OFFICE AND CHAIRMAN OF THE BOARD OF
    DIRECTOR FROM THE DATE OF THE HEREIN AGREEMENT, UNTIL HIS EMPLOYMENT SHALL
    BE TERMINATED AS PROVIDED HEREIN.

2.  AS AT THE COMMENCEMENT OF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, THE
    EMPLOYEE'S REMUNERATION SHALL BE A FIXED SALARY OF TWO HUNDRED TWENTY
    THOUSAND CANADIAN DOLLARS ($220,000) PER ANNUM PAYABLE IN MONTHLY INCREMENTS
    OF EIGHTEEN THOUSAND THREE HUNDRED THIRTY THREE CANADIAN DOLLARS AND THIRTY
    THREE CENTS (C$18,333.33) ON SUCH DAY DURING EACH MONTH THAT THE COMPANY
    SHALL, IN ITS SOLE DISCRETION, SELECT. IN ADDITION TO THE EMPLOYEE'S FIXED
    SALARY, THE EMPLOYEE SHALL BE ENTITLED TO A BONUS TO BE PAID AT THE END OF
    EACH FISCAL YEAR OF THE COMPANY FOR SO LONG AS THE EMPLOYEE IS EMPLOYED BY
    THE COMPANY, WHICH BONUS SHALL BE IN AMOUNT TO BE DETERMINED AT THE
    DISCRETION OF THE DIRECTORS OF THE COMPANY BUT WHICH SHALL BE NOT LESS THAT
    TEN (10%) PERCENT OF THE EMPLOYEE'S SALARY IN THAT FISCAL YEAR.


3.  THE EMPLOYEE SHALL BE RESPONSIBLE FOR:

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   (a)  OVERSEEING AND DIRECTING THE COMPANY AND ITS AFFILIATES AND THE CARRYING
        OUT OF ALL OF ITS EXECUTIVE DUTIES;

   (b)  SETTING UP THE BUSINESS POLICIES AND DIRECTIONS OF THE COMPANY AND ITS
        AFFILIATES;

   (c)  MANAGING KEY OFFICERS OF THE COMPANY AND ITS AFFILIATES; AND

   (d)  OVERSEEING THE DEVELOPMENT OF STRATEGIC PARTNERSHIPS AND MAJOR
        CONTRACTUAL AGREEMENTS ON BEHALF OF THE COMPANY AND ITS AFFILIATES.

        THE EMPLOYEE SHALL FURTHER HAVE THE AUTHORITY TO MAKE THE USUAL
        CONTRACTS NECESSARY FOR CARRYING ON THE BUSINESS OF THE COMPANY AND ITS
        AFFILIATES IN THE ORDINARY COURSE, INCLUDING AUTHORITY TO ORDER GOODS
        REQUIRED FOR THE BUSINESS OF THE COMPANY AND ITS AFFILIATES, AND TO MAKE
        CONTRACTS FOR THE SALES OF THE GOODS OF THE COMPANY AND ITS AFFILIATES,
        AND FOR MAINTENANCE AND REPAIRS REQUIRED UPON OR IN CONNECTION WITH THE
        PROPERTY OF THE COMPANY OR ITS AFFILIATES.

4.  THE EMPLOYEE SHALL DEVOTE SUCH WORKING TIME AND ATTENTION TO HIS DUTIES AS
    EMPLOYEE OF THE COMPANY AS MAY BE REASONABLY REQUIRED BUY THE COMPANY SO AS
    TO FAITHFULLY AND DILIGENTLY SERVE AND ENDEAVOR TO PROMOTE AND FURTHER THE
    INTEREST OF THE COMPANY AND ITS AFFILIATES. THE COMPANY ACKNOWLEDGES AND
    AGREES THAT THE EMPLOYEE WILL BE FREE TO ENTER INTO ANY OTHER BUSINESS
    ARRANGEMENTS AND EMPLOYMENT OPPORTUNITIES AS WELL AS SERVING AS AN EMPLOYEE
    OF THE COMPANY SO LONG AS ANY SUCH ARRANGEMENTS OR EMPLOYMENT OPPORTUNITIES
    DO NOT DIRECTLY CONFLICT WITH THE INTERESTS OF THE COMPANY OR ITS
    AFFILIATES.

5. THE EMPLOYEE'S EMPLOYMENT HEREUNDER MAY BE TERMINATED AS FOLLOWS:

   (a)  IN THE EVENT THAT THE EMPLOYEE FAILS TO DEVOTE ANY WORKING TIME OR
        ATTENTION TO HIS DUTIES AS EMPLOYEE OF THE COMPANY, THEN HIS EMPLOYMENT
        CAN BE TERMINATED AT ANY TIME BY THE COMPANY HERETO GIVING THE EMPLOYEE
        ONE YEAR WRITTEN NOTICE TO THAT EFFECT; OR

   (b)  AT ANY TIME BY THE EMPLOYEE PROVIDING THE COMPANY WITH ONE YEAR WRITTEN
        NOTICE TO THAT EFFECT.

6.  DURING THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, AND FOR A PERIOD OF ONE
    YEAR AFTER THE TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY, THE EMPLOYEE
    SHALL NOT WITHIN THE GEOGRAPHICAL BOUNDARIES OF CANADA:

   (a)  DIRECTLY OR INDIRECTLY, EITHER PERSONALLY OR AS AN EMPLOYEE, PARTNER,
        MANAGER, DIRECTOR, OFFICE, AGENT OR OTHERWISE, OR BY MEANS OF ANY
        CORPORATE OR OTHER DEVICE, UNDERTAKE OR ENGAGE IN A BUSINESS RELATING TO
        INTERNATIONAL TRADE LOGISTICS AND TRADE COMPLIANCE (THE "BUSINESS"); OR

   (b)  DIRECTLY OR INDIRECTLY, LEND MONEY TO OR INVEST MONEY IN ANY PARTY,
        PROPRIETORSHIP, PARTNERSHIP, FIRM OR BODY CORPORATE THAT IS DIRECTLY OR
        INDIRECTLY IN COMPETITION WITH THE COMPANY OR ITS AFFILIATES; OR

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   (c)  USE OR DISCLOSE TO ANYONE ANY INFORMATION CONCERNING ANY OF THE BUSINESS
        OF THE COMPANY OR ITS AFFILIATES WHICH MAY HAVE BEEN ACQUIRED BY THE
        EMPLOYEE DURING OR IN THE COURSE OF OR AS AN INCIDENT TO HIS EMPLOYMENT
        HEREUNDER.

7.  IN THE EVENT OF A BREACH OR THREATENED BREACH OF ANY OF THE COVENANTS
    HEREIN, THE COMPANY SHALL, IN ADDITION TO ALL OTHER REMEDIES AVAILABLE AT
    LAW OR EQUITY, BE ENTITLED TO INJUNCTIVE RELIEF RESTRAINING SUCH BREACH OR
    THREATENED BREACH.

8.  THE COMPANY AGREES TO CONTINUE TO MAINTAIN AND PAY FOR THE FOLLOWING
    EMPLOYEE BENEFITS FOR THE EMPLOYEE FOR THE DURATION OF HIS EMPLOYMENT WITH
    THE COMPANY:

   (a)  A DISCRETIONARY EXPENSE ACCOUNT IN THE AMOUNT OF FIFTEEN THOUSAND
        CANADIAN DOLLARS (C$15,000.00) PER ANNUM WHICH DISCRETIONARY EXPENSES
        SHALL BE REIMBURSED TO THE EMPLOYEE ON AN ONGOING BASIS NOT LATER THAN
        THIRTY DAYS FORM THE DATE THAT THE EMPLOYEE SHALL SUBMIT RECEIPTS TO THE
        COMPANY EVIDENCING SUCH EXPENSES.

   (b)  PREMIUMS FOR MEDICAL, EXTENDED MEDICAL AND DENTAL PLANS;

   (c)  LONG-TERM DISABILITY INSURANCE;

   (d)  MEMBERSHIP FEES (INCLUDING INITIATION OR INITIAL FEES) IN THE
        RECREATIONAL FACILITY OF THE EMPLOYEE'S CHOOSING; AND

   (e)  AN ALLOWANCE FOR ATTENDANCE AT PROFESSIONAL DEVELOPMENT SEMINARS IN THE
        AMOUNT OF FIFTEEN THOUSAND CANADIAN DOLLARS (C$15,000.00) PER ANNUM.

9.  THE COMPANY OR ITS AFFILIATES WILL FURTHER GRANT TO THE EMPLOYEE A STOCK
    PURCHASE OPTION WHEREBY THE EMPLOYEE WILL BE GRANTED AN OPTION TO PURCHASE
    FUTURE SHARES IN THE ISSUED CAPITAL OF THE COMPANY OR ITS AFFILIATES, ALL IN
    ACCORDANCE WITH ANY STOCK OPTION PLAN OR PROGRAM SET UP BY THE COMPANY OR
    ITS AFFILIATES FOR THE BENEFIT OF THE KEY OFFICERS OF THE COMPANY OR ITS
    AFFILIATES. THE COMPANY COVENANTS TO EXERT ITS BEST EFFORTS TO OBTAIN AND
    SECURE STOCK OPTIONS FOR THE EMPLOYEE IN ANY PUBLIC COMPANY WHICH THE
    COMPANY IS AFFILIATED.

10. THE EMPLOYEE SHALL BE PROVIDED WITH A CAR, PARKING AND GAS ALLOWANCE OF FIVE
    HUNDRED CANADIAN DOLLARS (C$500.00) PER MONTH, AND THE EMPLOYEE SHALL BE
    REIMBURSED FOR ALL TRAVELLING AND OTHER EXPENSES ACTUALLY AND PROPERLY
    INCURRED BY HIM IN CONNECTION WITH THE CARRYING OUT OF HIS OBLIGATIONS
    HEREIN, AND FOR ALL SUCH EXPENSES HE SHALL FURNISH STATEMENTS AND VOUCHERS
    TO THE COMPANY.

11. IN EACH FISCAL YEAR, THE EMPLOYEE SHALL BE ENTITLED TO RECEIVE SIX (6) WEEKS
    VACATION TIME IN ANY ONE YEAR, AND HIS VACATIONS SHALL BE TAKEN AT SUCH TIME
    AS THE DIRECTORS MAY, FROM TIME TO TIME DETERMINE.

12. THIS AGREEMENT CONTAINS ALL THE TERMS AND CONDITIONS RELATING TO THE
    EMPLOYMENT OF THE EMPLOYEE AS THE CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF
    THE BOARD OF DIRECTORS OF THE COMPANY AND SUPERSEDES ALL PREVIOUS AGREEMENTS
    RELATED THERETO. ANY FURTHER AMENDMENT OR VARIATION HEREOF SHALL BE VALID
    ONLY IF IT IS IN WRITING AND SIGNED BY ALL THE PARTIES HERETO.

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13. THIS AGREEMENT SHALL REMAIN IN EFFECT FOR A PERIOD OF FIVE (5) YEARS FROM
    THE DATE OF EXECUTION OF THE AGREEMENT. ON THE EXPIRY OF THE AGREEMENT THE
    EMPLOYMENT OF THE EMPLOYEE WITH THE COMPANY MAY BE RENEWED BY MUTUAL
    AGREEMENT FOR A FURTHER TERM OF FIVE (5) YEARS AND THE TERMS OF THIS
    AGREEMENT SHALL BE DEEMED TO CONTINUE ON THE SAME BASIS FOR THE DURATION OF
    THE RENEWED TERM SAVE AND EXCEPT WITH REGARD TO THE EMPLOYEE'S ANNUAL SALARY
    AND THE EMPLOYEE'S BENEFITS ALL AS SET OUT IN PARAGRAPHS 8, 9 AND 10, ALL OF
    WHICH SHALL BE SUBJECT TO FUTURE AGREEMENTS BETWEEN THE COMPANY AND THE
    EMPLOYEE.

14. ANY NOTICE TO BE GIVEN TO ANY PARTY HERETO SHALL BE GIVEN BY DELIVERING THE
    SAME, OR BY MAILING THE SAME IN CANADA BY PREPAID FIRST CLASS MAIL, TO SUCH
    PARTY AT THE PARTY'S ADDRESS SET OUT ABOVE OR AT ANY OTHER ADDRESS OF WHICH
    SUCH SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTIES HERETO ANY NOTICE SO
    GIVEN BY MAIL SHALL BE DEEMED TO BE GIVEN ON THE SECOND BUSINESS DAY AFTER
    IT WAS MAILED.

15. IF ANY PROVISION OF THIS AGREEMENT OR ANY PART THEREOF SHALL TO ANY EXTENT
    BE FOUND AND DETERMINED TO BE INVALID, OR UNENFORCEABLE, IT SHALL BE
    SEVERABLE FROM THIS AGREEMENT AND THE REMAINDER OF THIS AGREEMENT SHALL BE
    CONSTRUED AS IF THE INVALID PROVISION OR PART THEREOF HAD BEEN DELETED FROM
    THIS AGREEMENT.

16. THIS AGREEMENT AND ALL MATTERS ARISING HEREUNDER SHALL BE INTERPRETED AND
    CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA.

17. THIS AGREEMENT SHALL ENURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES
    AND THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND
    PERMITTED ASSIGNS.

18. IN THIS AGREEMENT THE SINGULAR INCLUDES THE PLURAL AND VICE-VERSA; THE
    MASCULINE INCLUDES THE FEMININE AND VICE-VERSA; ANY REFERENCE TO A PARTY
    INCLUDES THAT PARTY'S HEIRS, EXECUTORS, ADMINISTRATORS AND PERMITTED
    ASSIGNS, AND IN THE CASE OR A CORPORATION, ITS SUCCESSORS AND PERMITTED
    ASSIGNS.

IN WITNESS WHEREOF THE PARTIES HERETO ENTERED INTO THIS AGREEMENT ON THE DATE
HEREINBEFORE SET OUT.

SMARTSOUCES.COM INC.




-------------------------
BY ITS AUTHORIZED SIGNATORY




SIGNED, SEALED AND DELIVERED BY
NATHAN NIFCO
IN THE PRESENCE OF:




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SIGNATURE

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NAME

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ADDRESS

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OCCUPATION

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                                                  NATHAN NIFCO