EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the __11__ day of __April__, 2001.


BETWEEN:


               Cormax Business Solutions Inc.,  ("Cormax Inc.") a body corporate
               incorporated  under the laws of the state Utah, having offices in
               the City of Calgary,  in the  Province  of Alberta,  (hereinafter
               collectively called the "Corporation")

                                                              OF THE FIRST PART

                                     - and -


               Todd Violette,  an individual residing in the City of Calgary, in
               the Province of Alberta (hereinafter called the "Employee")


                                                             OF THE SECOND PART


         WHEREAS the  Corporation  wishes to retain the services of the Employee
in the capacity of President of the Corporation, to assist in the furtherance of
its Business activities as hereinafter defined;


     AND WHEREAS Cormax Business Solutions Inc., agreed in respect to the claims
of the Employee hereunder referred to herein as the Corporation;


         AND WHEREAS the  Corporation  and the  Employee  have agreed that their
relationship  will be governed by the terms and  conditions  of this  Employment
Agreement (hereinafter the "Agreement");


         AND WHEREAS as of the  effective  date of this  Agreement  the Business
activities  will be performed by the Employee in respect to the operation of the
entire corporation ("Cormax Inc.");





         NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the
provision of services by the Employee to the Corporation,  and the employment of
the Employee by the Corporation,  and for other good and valuable consideration,
the Parties hereto agree as follows:

<PAGE>


                                   Article I
                         DEFINITIONS AND INTERPRETATION

1.1  In this Agreement, the following terms shall have the following meanings:

(a)  "Act" means the Alberta Business Corporations Act, as amended;

(b)  "Affiliated" has the meaning set out in the Act, and an "Affiliate" means
     one of two or more Affiliated bodies corporate;

(c)  "Agreement" means this Employment Agreement;

(d)       "Associated  Group" means two or more Persons who are associated  with
          respect to the exercise of rights  attached to Voting  Interests in an
          Entity  by  contract,  business  arrangement,  personal  relationship,
          common control in fact through the ownership of Voting  Interests,  or
          otherwise,  in such a manner that they would ordinarily be expected to
          act  together on a  continuing  basis with  respect to the exercise of
          those rights;

(e)       "Base  Salary"  means the amount paid to the Employee  annually by the
          Corporation pursuant to Article 5.1;

(f)       "Benefits" means those amounts or entitlements provided by or paid for
          by the Corporation in respect of the Employee pursuant to Article 6;

(g)       "Business" means the business of network design and support,  delivery
          of   communication   hardware  and  architecture  to  corporate  user,
          development of wireless footprints, value added reseller for equipment
          manufacturers, corporate branding, web design and hosting;

(h)       "Cause"  means the  termination  of the  Employee's  employment by the
          Corporation  for any reason  which would  entitle the  Corporation  to
          terminate the Employee's  employment without notice or payment in lieu
          of  notice  at  common  law,  or under  the  provisions  of any  other
          applicable  law or  regulation  and  includes,  without  limiting  the
          generality of the foregoing:

<PAGE>


          (i) Fraud,  misappropriation  of the Corporation's  property or funds,
          embezzlement,  malfeasance, misfeasance or nonfeasance in office which
          is willfully or grossly negligent on the part of the Employee;

          (ii)  The  willful  allowance  by  the  Employee  of his  duty  to the
          Corporation  and  his  personal  interest  to come  in  conflict  in a
          material way in breach of the obligations of the Employee set forth in
          article 13.1 hereof,  in relation to any transaction or matter that is
          of a substantial nature; or

          (iii) The material breach by the Employee of the following  enumerated
          covenants or obligations under this Agreement,  namely,  any violation
          of  the  terms  of the  Employee  Confidentiality,  Nondisclosure  and
          Non-Competition Agreement attached hereto as Schedule "F";

(i)      "Change of Control" means:


          For the  purposes  of this  Agreement,  a Change of  Control  shall be
          deemed to have occurred at such time as:

          (i)  the  sale,  lease  or  transfer  by  the  Corporation  of  all or
          substantially all of the assets of the Corporation to any Person other
          than a Related Corporation; or

          (ii)  approval  by  the   shareholders   of  the  Corporation  of  the
          liquidation, dissolution or winding-up of the corporation; or

                  (a) a  situation  in  which  the  majority  of  the  Board  of
                  Directors  of  the  Corporation  following  a  meeting  of the
                  shareholders of the Corporation involving a contest for, or an
                  item of business  relating to, the election of directors,  are
                  not management nominees to the Board of Directors.

(j)       "Company Property" includes any materials, tools, equipment,  devices,
          records,  files,  data,  tapes,  computer  programs,  computer  disks,
          software,   communications,   letters,  proposals,  memoranda,  lists,
          drawings,  blueprints,  correspondence,  specifications  or any  other
          documents  or property  belonging  to the  Corporation  or any Related
          Corporation;

(k)       "Confidential  Information"  means any  information  of a confidential
          nature which relates to the Business of the Corporation or any Related
          Corporation,   including,  without  limiting  the  generality  of  the
          foregoing, trade secrets, technical information, marketing strategies,
          sales and pricing policies, financial information, business, marketing
          or technical plans, programs, methods, techniques, concepts, formulas,
          documentation,  intellectual property,  software,  industrial designs,

<PAGE>


          products,  strategic studies,  client and supplier lists,  shareholder
          data and  personnel  information  of the  Corporation  and any Related
          Corporation.  Notwithstanding the foregoing,  Confidential Information
          shall not include any information which:

          (i) was in the  possession  of or known to the  Employee,  without any
          obligation  to keep it  confidential,  before it was  disclosed to the
          Employee by the Corporation; or

          (ii) is or becomes public knowledge  through no fault of the Employee;
          or

          (iii) is independently  developed by the Employee outside the scope of
          his employment duties to the Corporation; or

          (iv) is disclosed by the  Corporation  to another  Person  without any
          restriction on its use or disclosure; or

          (v) is or becomes  lawfully  available to the  Employee  from a source
          other than the Corporation.

(l)       "Convertible   Securities"   means  any   securities   convertible  or
          exchangeable  into  Shares  or  carrying  the right or  obligation  to
          acquire Shares;

(m)       "Effective  Date"  means  April  11,  2001 or such  other  date as the
          parties may mutually agree to;

(n)      "Employee" means Todd Violette;

(o)      "Employer" means Cormax Business Solutions Inc.;

(p)      "Entity" means a Person other than a natural person;

(q)       "Holder"  means any Person or group of Persons  (other  than a Related
          Corporation) acting jointly or in concert, or associated or Affiliated
          with any such Person,  group of Persons or any of such Persons  acting
          jointly or in concert;

(r)       "Monthly  Base  Salary"  means  the  annual  Base  Salary  paid to the
          Employee, divided by 12;

<PAGE>

(s)       "Notice"  means any  Notice  given by one Party to the other  Party in
          accordance with Article 14;

(t)       "Party"  means one or other of the Employee and the  Corporation,  and
          "Parties" means both the Employee and the Corporation;

(u)       "Permanent  Disability" means a mental or physical  disability whereby
          the Employee:

          (i) is unable, due to illness,  disease, mental or physical disability
          or similar cause,  to fulfill his or her obligations as an employee or
          officer of the Corporation for any consecutive 3 month period,  or for
          any period of 4 or more  months  (whether  consecutive  or not) in any
          consecutive 12 month period; or

          (ii) is declared by a Court of competent  jurisdiction  to be mentally
          incompetent or incapable of managing his or her affairs;

(v)       "Person" means a natural  person,  firm,  corporation,  company,  body
          corporate,   trust,   partnership,    joint   venture,    association,
          unincorporated organization, government or any agency thereof;

(w)       "Related Corporation" means any subsidiary,  parent company, division,
          Affiliate, predecessor or successor of the Corporation;

(x)       "Remuneration" means the Base Salary and other amounts the Employee is
          entitled  to  receive  pursuant  to  Article  5,  including  the bonus
          entitlement  set out in  Schedule  "A",  as well as the  value  of the
          Employer  paid  portion  of the  benefits  provided  to  the  Employee
          pursuant to the provisions of Schedule "C";

(y)       "Term" means the period during which this  Agreement  remains in force
          pursuant to Article 3;

(z)       "Termination  Date" means the last day actively worked by the Employee
          for the Corporation;

(aa)     "Triggering Events" means any one or more of the following:

          (i) the  written  election  of the  employee  within  180  days of the
          effective date of the Change of Control to terminate his employment in
          accordance with the provisions of article 10.2 (a) of this Agreement ;
          or

<PAGE>


          (ii) failure by the  Corporation  to offer the Employee  employment on
          substantially  the same terms and  conditions  as existed  immediately
          prior  to  the  Change  of  Control,  taking  into  consideration  the
          Employee's duties, responsibilities and status within the Corporation,
          the titles and offices held by the Employee within the Corporation and
          the salary,  benefits and other compensation  received by the Employee
          pursuant to his employment with the Corporation; or

          (iii) the assignment by the  Corporation to the Employee of any duties
          which are  inconsistent  with the  Employee's  position,  duties,  and
          responsibilities within the Corporation as in effect immediately prior
          to the effective date of the Change of Control; or

          (iv) a reduction by the Corporation of the Employee's  Remuneration or
          Benefits,  other  than a  reduction  imposed on all  employees  of the
          Corporation  which  would not  constitute  constructive  dismissal  at
          common law, or any change in the basis upon which such Remuneration or
          Benefits are determined and calculated, other than a change which does
          not  result in a  reduction  in the  overall  economic  benefit to the
          Employee, taking into account all Remuneration and Benefits; or

          (v) failure by the  Corporation  to  continue  in effect or  otherwise
          provide  substantially similar benefits for the Employee including any
          life,  disability,  medical and dental, health and accident insurance,
          or any pay incentive,  bonus or deferred  compensation plan or program
          to which the Employee was entitled  immediately prior to the Change of
          Control; or

          (vi) termination of the Employee's  employment by the Corporation that
          is without  Cause or is  finally  determined  by a court of  competent
          jurisdiction to be without Cause.

(bb)     "Voting Interest", with respect to:

          (i) a corporation, company or other body corporate with share capital,
          means a Voting Share or any right which upon  exercise,  conversion or
          otherwise is capable of  becoming,  directly or  indirectly,  a Voting
          Share or giving to the holder  thereof rights similar to those enjoyed
          by the owner of a Voting Share;

          (ii) a  corporation,  company or other body  corporate  without  share
          capital,  means an  ownership  interest  in the  assets  thereof  that
          entitles the owner to rights  similar to those enjoyed by the owner of
          a Voting Share; and

<PAGE>


          (iii) a partnership, trust, joint venture, association, unincorporated
          organization,  government  or an agency  thereof,  means an  ownership
          interest in the assets  thereof that entitles the owner to participate
          in the direction of the policy thereof;

(cc)     "Voting Share" means:

          (i) a share in the  capital  of a  corporation,  company or other body
          corporate to which is attached a voting right  ordinarily  exercisable
          at meetings of shareholders of the corporation,  company or other body
          corporate; and

          (ii) any  other  right  granted  by or in  respect  of a  corporation,
          company  or other body  corporate  currently  exercisable  to elect or
          appoint:

               (A)  individuals  to the board of directors  of the  corporation,
               company or other body corporate; or

               (B)   individuals   forming  such  other  group  of   individuals
               comprising the directing mind or will of the corporation, company
               or other body corporate.

1.2 The headings in this  Agreement  are inserted  for  convenience  and ease of
reference only, and shall not affect the construction or  interpretation of this
Agreement.

1.3 All words in this  Agreement  importing  the  singular  number  include  the
plural,  and vice versa.  All words  importing  gender  include  the  masculine,
feminine and neuter genders.

1.4      All monetary amounts are in Canadian dollars.

                                   Article II
                             EMPLOYMENT OF EMPLOYEE

2.1 The  Corporation  agrees to employ the  Employee as the Manager of Operation
for the Wireless Division of the Corporation,  and the Employee agrees to accept
such  employment,  all in  accordance  with the  terms  and  conditions  of this
Agreement.

2.2 The parties hereto agree that the  relationship  between the Corporation and
the Employee is that of employer and employee.

<PAGE>

                                  Article III
                                TERM OF AGREEMENT

3.1 The  Term of this  Agreement  shall  be for an  indefinite  period  from the
Effective  Date,  unless earlier  terminated by the  Corporation or the Employee
pursuant to the terms and conditions of this Agreement.

                                   Article IV
                               DUTIES OF EMPLOYEE

4.1      The Employee shall, during the Term of this Agreement:

     (a)  perform  the  duties  and  responsibilities  of the  President  of the
     Corporation,  as set forth  under  the  heading  "Duties  of  Position"  in
     Schedule "A" attached hereto

     (b) devote the whole of his or her  working  time,  attention,  efforts and
     skill  to  the   performance   of  his  or  her   employment   duties   and
     responsibilities as set out herein, and truly and faithfully serve the best
     interests  of the  Corporation  at all times.  In  particular,  and without
     limiting the generality of the foregoing,  the Employee shall not engage in
     any personal activities or any employment,  consulting work, trade or other
     business  activity  on his or her own  account  or on  behalf  of any other
     Person which may compete, conflict or interfere with the performance of the
     Employee's duties hereunder in any way. It shall not be a violation of this
     Article 4.1(b) for the Employee to engage in a voluntary  activity or other
     public service which does not interfere  with the  Employee's  duties under
     this Agreement; and

                                   Article V
                                  REMUNERATION

5.1 During  the term of this  Agreement,  subject  to being  amended up words as
hereinafter  provided,  the  Corporation  shall pay to the  Employee a salary of
$120,000  per annum (the "Base  Salary")  being in the Base  Salary of  Employee
stipulated  in Schedule "A" under the heading  "Base Salary" as of the effective
date of this Agreement,  less required  statutory  deductions,  payable in equal
semi-monthly  installments  in such a manner as the parties may mutually  agree.
The Employee's  Base Salary will be reviewed  annually by the Board of Directors
of the Corporation,  and may be increased at the sole discretion of the Board of
Directors,  based  upon  such  factors  as the  Board of  Directors  in its sole
discretion determines are relevant, which factors may include the performance of
the Corporation and the Employee compensation arrangements of other corporations
of a similar size engaged in a similar  Business to that of the  Corporation  in
Canada.

<PAGE>

5.2 The  Employee may also be granted a  performance  bonus from time to time on
terms  and  conditions,  and in an  amount  to be  determined  by the  Board  of
Directors of the Corporation,  in its sole  discretion,  based upon such factors
set forth in the bonus plan set out and  heading  "Performance  Incentive  Bonus
Plan" in Schedule  "A" attached  hereto (the "Bonus  Plan"),  which  factors may
include the  Employee's  performance  under the terms of this  Agreement and the
performance of the  Corporation.  Subject to the foregoing  terms,  the Board of
Directors shall exercise its discretion reasonably.

5.3  The   Corporation   shall   reimburse  the  Employee  for  all   reasonable
out-of-pocket  expenses  incurred in the  performance  of his or her  employment
duties under this Agreement,  including,  without limiting the generality of the
foregoing,  all travel and  promotional  expenses  payable  or  incurred  by the
Employee in connection with the performance of his or her employment duties. All
payments or reimbursements of expenses shall be subject to the submission by the
Employee of appropriate vouchers, bills and receipts.

5.4 Upon  termination  of this  Agreement for any reason,  the Employee shall be
entitled to receive  any  Remuneration  earned up to the  Termination  Date,  in
addition to any other  severance or  termination  payment which is payable under
the terms of this Agreement.  Employee shall also be entitled to receive, at the
time of his  termination  of  employment,  any  bonus to which  Employee  may be
entitled under Article 5.3 of this Agreement,  which bonus shall be pro-rated to
the  Termination  Date.  Said  prorated  bonus  shall  be  payable  at the  time
stipulated in the Bonus Plan referred to in Article 5.3 of this Agreement.

                                   Article VI
                                    BENEFITS

6.1 The  Employee  shall be entitled to receive the Benefits set out in Schedule
"C" hereto,  subject to the terms and conditions of any applicable benefit plan,
as may be amended by the Corporation at its sole discretion from time to time.

                                   Article VII
                                  STOCK OPTIONS

7.1 The Employee may be granted stock  options in the Shares of the  Corporation
from  time to time,  at the sole  discretion  of the Board of  Directors  of the
Corporation.  Any stock options  granted to the Employee shall be subject to the
terms and conditions of the  Corporation's  stock option plan, as may be amended
by the  Corporation at its sole  discretion from time to time, and the terms and
conditions  of any  applicable  stock option  agreement.  Any stock option grant
awarded  to  the  Employee,  together  with  the  terms  and  conditions  of the
Corporation's  Stock  Option  Plan  shall be  attached  to this  Agreement  when
granted, as Schedule "D".

<PAGE>

7.2 The stock  options  that the  Employee  has been granted as set forth in the
Option  Agreements  attached hereto as Schedule "D" which have not vested on the
date the notice of the  termination of employment of the Employee is given under
article  9.1  (a)  or  article  10.2  of  this  Agreement,  shall  forthwith  be
accelerated. These accelerated options which will then be vested, as well as any
then vested  options which have not yet been  exercised,  will be exercisable up
until the end of the time for  exercising  options as set out under the original
Option  Agreement under which they were granted as if the Employee's  employment
and/or office  continued for the 30 days notice  required under article 10.1 and
the severance  period  applicable  under the provisions of article 9 (a) (i) for
the  calculation of the retiring  allowance.  In the event the stock option plan
under which the option agreements were granted needs to be amended,  to put into
effect the provisions of this article 7.2, then the Corporation agrees that on a
best  efforts  basis  it will  make  applications  to the  necessary  regulatory
authorities  and stock  exchanges  to obtain the  amendment of said stock option
plan. In the event that for any reason the Corporation is not able to obtain the
consent of the regulatory authorities and stock exchange to the amendment of the
stock  option  plan as may be required  by this  article 7.2 , then  Corporation
agrees to  compensate  the  Employee on the basis that the stock  options  shall
notionally  continue to exist for exercise  under the provisions of this article
7.2 and Employee will still be notionally entitled to exercise his stock options
as provided  for in this  article 7.2 , but instead of the  Corporation  issuing
shares in the name of the Employee on the  exercise of the option,  it shall pay
cash  compensation  to the Employee  equivalent  to the  difference  between the
option  price of the  share  option  notionally  exercised  and the value of the
shares of the Corporation as traded on the market at the close of trading on the
day the notice of notional  exercise of the option is given to the  Corporation.
All future share options agreements that shall be granted to the Employee by the
Corporation  shall be deemed to have been attached and form part of Schedule "D"
and will be deemed to be subject to the terms of this article 7.2.


                                  Article VIII
                                    VACATION

8.1 The Employee  shall be entitled to an annual  vacation of 4 weeks.  Vacation
may be  taken  in  such a  manner  and at such  times  as the  Employee  and the
Corporation  mutually  agree.  Effective  January 1, 2003, the Employee shall be
entitled  to an annual  vacation  of 5 weeks.  Effective  January 1,  2005,  the
Employee shall be entitled to an annual vacation of 6 weeks.

                                   Article IX
                           TERMINATION BY CORPORATION

9.1  The  Corporation  shall be entitled to  terminate  this  Agreement  and the
     Employee's employment with the Corporation:

     (a) at any time, for any reason,  upon written  Notice to the Employee,  in
     which case:

<PAGE>

        (i)    the  Corporation  shall pay to the  Employee a lump sum  retiring
               allowance   ("Retiring   Allowance")   equal   to   the   Monthly
               Remuneration   immediately   prior  to  the   Termination   Date,
               multiplied  by 18, in full and final  settlement of any claims by
               the Employee against the Corporation or any Related  Corporation,
               arising  out of or in  any  way  connected  with  the  Employee's
               employment  with  the  Corporation  or  the  termination  of  the
               Employee's employment with the Corporation, whether at common law
               or under the provision of any statute or regulation,  or pursuant
               to any agreement between the Parties;

        (ii)   the  number of months  set forth in  Article  9.1(a)(i)  shall be
               increased by one month per year of service  commencing on January
               1, 2003,  increasing  to 19 months,  and then each and every year
               thereafter,  and the number of months  shall be capped at a total
               of 24 months, effective January 1, 2013;

        (iii)  the  Employee's  right to receive the payment  under this Article
               9.1(a) shall not be subject to any duty to mitigate, nor affected
               by any actual mitigation by the the obligation of the Corporation
               to make  payments  under this Article  9.1(a) shall be subject to
               any and all  withholdings  and deductions  required to be made by
               the  Corporation  by law,  subject  to the  Corporation  that the
               Employee shall have the right, at the option of the Employee, (A)
               to receive such  Retiring  Allowance in a lump sum within 30 days
               following the  Termination  Date, or (B) to receive such Retiring
               Allowance in 12 equal consecutive monthly installments commencing
               the month immediately  following the Termination  Date,  together
               with interest on the unpaid balance at the interest rate that the
               Corporation  could obtain on 90 day Canada  Treasury Bills at the
               close of market on the first  business day of each month,  or (C)
               to receive  such  Retirement  Allowance  in 24 equal  consecutive
               monthly  payments  commencing the Termination  Date together with
               interest  on the unpaid  balanced at the  interest  rate that the
               Corporation  could obtain on 90 day Canada  Treasury Bills at the
               close of market on the first  business day of each month,  or (D)
               to  transfer  such  portion  of  the  Retirement  Allowance  to a
               qualified  deferred  income  tax  shelter  plan  proposed  by the
               Employee,  or other plan by the  employee to receive the Retiring
               Allowance in a tax effective manner,  providing such proposals be
               in compliance  with the provisions of the Income Tax Act (Canada)
               and the regulations  thereunder,  and then receive the balance as
               allowed  per his  election  under  A,  B,  or C of  this  Article
               9.1(a)(iv);

        (iv)   payment  under this Article  9.1(a) shall be subject to the prior
               execution by the Employee of a release and indemnity in favour of
               the Corporation and any Related Corporations,  in the form of the
               release that is attached hereto as Schedule "E";

<PAGE>

        (v)    for  the  purpose  of  calculating  the  Bonus  Plan  element  of
               Remuneration in calculating  the Retiring  Allowance of Employee,
               should the  employee be entitled to a Retiring  Allowance  during
               the period up to December  31st 2001 than the amount of the bonus
               to be included in the calculation of the Retiring  Allowance will
               be that earned  during the calendar  year ending  December  31st,
               2001, and should the Employee be entitled to a Retiring Allowance
               during the period between January 1st, 2002 to December 31st 2002
               then the amount of the bonus to be included in the calculation of
               the Retiring  Allowance  will be the average  bonus earned during
               the calendar years ending  December 31st, 2001 and December 31st,
               2002, and should the employee be entitled to a Retiring Allowance
               in any year during the term of this agreement after December 31st
               2002  then  the  amount  of  the  bonus  to be  included  in  the
               calculation of the Retiring  Allowance will be the average of the
               bonus earned during the two previous calendar years; and

        (vi)   the  Corporation  shall  have the right to  set-off  against  any
               payments to the  Employee  under this  Article  9.1(a) any amount
               which the Employee owes to the Corporation; or

     (b) at any time, without notice or payment in lieu of notice, for Cause.

                                   Article X
                             TERMINATION BY EMPLOYEE

10.1 The Employee may  terminate  this  Agreement  and his  employment  with the
Corporation by providing 30 days' prior written Notice to the Corporation.  Upon
receipt of such Notice of termination  by the Employee,  the  Corporation  shall
only be required to pay the Employee any Remuneration,  and provide the Employee
with any Benefits, earned up to the Termination Date, and may either require the
Employee to continue to perform his duties  until the  completion  of the Notice
period, or dismiss the Employee at any time after receipt of the written Notice.

10.2  Subject  to the  conditions  set out in Article  10.4,  the  Employee  may
terminate his employment  with the  Corporation  immediately and receive 2 x the
Retiring Allowance then stipulated under Article 9.1 (a), and the Employee shall
also be entitled to the other payments then stipulated in Article  9.1(a),  upon
the occurrence of one of the following:

        (a)       on  written  notice by the  Employee,  within  180 days of the
                  Effective  Date of the Change of  Control of the  Corporation,
                  that the  Employee  has elected to  terminate  his  employment
                  pursuant to this Article 10.2(a) ; or

<PAGE>

        (b)       one or  more  of the  Triggering  Events  [not  including  the
                  Triggering  Event set forth in Article 10.2 (a)],  at any time
                  within  one year  from the  effective  date of the  Change  of
                  Control referred to in Article 10.2(a),

in which case the  Employee  shall  provide  written  Notice to the  Corporation
setting out the basis upon which he or she believes that a Change of Control and
one of the Triggering  Events have occurred.  In the event that the  Corporation
disagrees  that a Change of Control  and/or one of the  Triggering  Events  have
occurred,  then such dispute  shall be resolved  pursuant to the  provisions  of
Article 16.11 of this Agreement.

10.3 In the  event  that  the  Employee's  employment  is  terminated  with  the
Corporation in strict accordance with Article 10.2, and only in that event:

        (a)       the  Corporation  shall  pay  to  the  Employee  the  Retiring
                  Allowance  and other amounts  stipulated in Article  9.1(a) of
                  this Agreement,  in full and final settlement of any claims by
                  the   Employee   against  the   Corporation   or  any  Related
                  Corporation,  arising out of or in any way connected  with the
                  Employee's  employment with the Corporation or the termination
                  of the Employee's employment with the Corporation,  whether at
                  common  law  or  under  the   provision   of  any  statute  or
                  regulation,  or pursuant to the terms of any agreement between
                  the Parties;

        (b)       the Employee's right to receive the payment under this Article
                  10.3  shall  not be  subject  to any  duty  to  mitigate,  nor
                  affected by any actual mitigation by the Employee.

10.4 Payment under Article 10.3 shall be subject to the following conditions:

        (a)         the  prior  execution  by  the  Employee  of a  release  and
                    indemnity  in  favour  of the  Corporation  and any  Related
                    Corporations,   stipulated  by  Article  9.1(a)(v)  of  this
                    Agreement;

        (b)         the Employee's full cooperation and assistance in connection
                    with any Change of Control or proposed Change of Control, to
                    transfer the  Employee's  duties and  responsibilities  to a
                    replacement, and the tendering by the Employee of his or her
                    resignation  from  any  position  he or she  may  hold as an
                    officer or a director  of the  Corporation  and any  Related
                    Corporations,  at such time as the  Corporation may request,
                    provided that this obligation shall not extend for more than
                    30 days after the  Termination  Date,  and in the event that
                    the  Employee  expends  more  than  10  hours  of  his  time
                    complying with this obligation,  then the Corporation  shall
                    pay to the  Employee  a  consulting  fee  in the  amount  of
                    $150.00 per hour,  plus  G.S.T.,  for all hours  expended by

<PAGE>

                    employees of the aforementioned 10 hour maximum.  Consulting
                    fees billed  pursuant to this provision shall be rendered by
                    issuance of an account to the  Corporation  stipulating  the
                    number  of  hours,  the date on  which  they  occurred,  and
                    providing the Corporation the G.S.T.  registration number of
                    the Employee, should such registration be required by law;

        (c)    payment  under  Article  10.3 shall be made  within ten (10) days
               after receipt by the  Corporation of the written Notice  referred
               to in Article 10.2;

        (d)    the obligation of the  Corporation to make payments under Article
               10.3  shall be subject to the  provisions  stipulated  in Article
               9.l(a)(iv) of this Agreement;

        (e)    the  Corporation  shall  have the right to  set-off  against  any
               payments to the Employee  under Article 10.3 any amount which the
               Employee owes to the Corporation; and

        (f)    payment  under  Article  10.3  shall be in place  of,  and not in
               addition to, any other  severance or termination  payment in lieu
               of reasonable  notice which may be made to the Employee  pursuant
               to any other term or provision of this Agreement.

10.5  In the  event  that  the  Employee  terminates  his  employment  with  the
Corporation otherwise than in strict accordance with the requirements set out in
Article 10.2, the  Corporation  shall have no obligation to pay the Employee the
sum of money set out in Article 10.3.

                                   Article XI
                 TERMINATION UPON DEATH OR PERMANENT DISABILITY

11.1  This  Agreement  shall  automatically  terminate  upon  the  death  of the
Employee.

11.2 In the event that the  Employee  shall suffer a Permanent  Disability,  the
Corporation  may  terminate  this  Agreement  and the  Employee's  employment by
providing  at  least  30  days  prior  written  Notice  to  the  Employee.  Upon
termination  of the  Employee's  employment  pursuant to this Article 11.2,  the
Corporation shall have no further obligation to the Employee, with the exception
that the Employee shall  continue to be entitled to such  insurance  benefits as
may be provided  pursuant to any long term disability plan and to any benefit or
entitlement  under any pension  plan of the  Corporation  in which the  Employee
participates.

                                  Article XII
                  CONFIDENTIAL INFORMATION AND COMPANY PROPERTY

12.1 The  Employee  acknowledges  and agrees that in  performing  the duties and
responsibilities of his or her employment pursuant to this Agreement,  he or she
will  occupy  a  position  of high  fiduciary  trust  and  confidence  with  the
Corporation,  pursuant  to  which  he or  she  will  develop  and  acquire  wide
experience  and  knowledge  with  respect to  Confidential  Information  and the
Business  carried on by the  Corporation and its Related  Corporations,  and the

<PAGE>

manner  in  which  such  Business  is  conducted.   Accordingly,   the  Employee
acknowledges   and  agrees   that  the   execution   by  the   Employee  of  the
Confidentiality, Non-Disclosure and Non-Competition Agreement attached hereto as
Schedule "F" shall be a condition precedent to this Agreement coming into force,
and the  strict  observance  of the  requirements  of the  said  Confidentiality
Agreement shall be a condition of employment hereunder.

                                  Article XIII
                              CONFLICT OF INTEREST

13.1 The Employee shall not during the continuance of this Employment Agreement,
either as a  principal  or agent,  partner,  or  shareholder,  or as a Director,
Officer or Manager or Employee of a  corporation  or  otherwise,  carry on or be
engaged or concerned or interested in any business  which is in  competition  to
the  Business   conducted  by  the  Corporation  or  any  Related   Corporation.
Notwithstanding  the  provisions of this Article  13.1,  nothing set out in this
Article 13.1 shall prevent the Employee from being a shareholder  only,  holding
not  more  than 2% of the  outstanding  shares  of any  company  or  corporation
carrying on such a business and whose  shares are listed on a  recognized  stock
exchange in the United States of America or Canada.

13.2 In the  event  that the  Employee  determines  that he has an  interest  as
described  above in sub-  paragraph 13.1 or any other interest which might be in
conflict with his obligations to Corporation,  whether that conflict be apparent
or real,  Employee shall in writing  disclose that interest to the the Board who
shall then be  requested  to obtain and provide a legal  opinion to the Employee
and  Corporation  as to  whether  or not the  interest  declared  constitutes  a
conflict of interest.  During the period of time prior to the  provision of said
legal opinion,  Employee  shall be entitled to continue to fully  participate in
his duties as  described  hereunder  with the proviso that in the event that any
matter relating to the declared conflict of interest arises,  the Employee shall
recuse himself from any discussion in respect to that matter. The Employee shall
provide a report in  writing  on a weekly  basis  until  the  legal  opinion  is
received,  of  situations  in  which a  recusal  has  taken  place  as  required
hereunder.   Once  the  legal  opinion  has  been  received  together  with  any
recommendations  in respect to the  declared or apparent  conflict of  interest,
Employee and the Board of Directors of the Corporation will conclude forthwith a
mutually  acceptable  arrangement to ensure that any concerns that are raised by
the legal  opinion  in  respect  to this  matter  are dealt  with on a  mutually
satisfactory  basis.  Effective  as of the  effective  date of  this  Employment
Agreement,  namely April 1, 2001, Employee declares that he knows of no conflict
of interest or apparent  conflict of interest  that would be in violation of the
provisions of Article 13.1,  save those listed in Schedule "G" which is attached
hereto,  which  declared  conflicts of interest  are waived by the  Corporation,
subject to the  requirement of the Employee to comply with the  requirements  of
Article  13.2 of this  Agreement  in the event that such  declared  conflicts of
interest  in the  course of the duties  performed  by the  employees  under this
Agreement create an actual or potential conflict of interest, then in which case
the requirements of Article 13.2 shall apply.

<PAGE>


                                  Article XIV
                          INDEMNIFICATION AND INSURANCE

14.1 Subject to the requirements of the Act, the Corporation shall indemnify and
save  harmless the Employee  from and against any  personal  liability  which he
incurs as a direct result of performing his or her  employment  duties on behalf
of the Corporation, with the exception of the following:

        (a)    any liability  arising from the  Employee's  gross  negligence or
               fraud or other acts of willful misfeasance; and

        (b)    any  liability  which the  Corporation  is prohibited by law from
               assuming.

14.2 The  provisions  of this  Article 14 shall  remain in full force and effect
notwithstanding the termination of this Agreement for any reason.

                                   Article XV
                                     NOTICES

15.1 Any Notice  required  to be given  hereunder  may be  provided  by personal
delivery,  by  registered  mail or by  facsimile  to the  Parties  hereto at the
following addresses:

         To the Corporation:

         Cormax Business Solutions Ltd.
         810, 808 - 4th Avenue S.W.
         Calgary, Alberta
         T3P 3E8
         Attention:        Dan Meikleham

         Fax:     (403) 269-2346



         To the Employee:

         Todd Violette
         108 Hampshire Grove Nw
         Calgary, Alberta T3A 5A5


Any Notice, direction or other instrument shall, if delivered, be deemed to have
been given and received on the business day on which it was so delivered, and if
not a business day, then on the business day next following the day of delivery,
and, if mailed, shall be deemed to have been given and received on the fifth day

<PAGE>

following  the  day on  which  it was so  mailed,  and,  if  sent  by  facsimile
transmission,  shall be  deemed  to have been  given  and  received  on the next
business day following the day it was sent.

15.2     Either Party may change its address for Notice in the aforesaid manner.

                                   Article XVI
                                     GENERAL

16.1     Time shall be of the essence in this Agreement.

16.2 This Agreement  shall be construed and enforced in accordance with the laws
of the Province of Alberta,  and subject to the  provisions  of Article 16.11 of
this  Agreement,  the Parties hereby attorn to the  jurisdiction  of the Alberta
Courts.  Should  any  provision  in this  Agreement  fail  to  comply  with  the
requirements  of the Alberta  Employment  Standards  Code or the  Alberta  Human
Rights,  Citizenship and  Multiculturalism  Act, as amended, or other applicable
legislation, the Agreement shall be interpreted and construed in accordance with
those statutory requirements.

16.3 This Agreement and any other agreements expressly incorporated by reference
herein,  constitute the entire agreement between the Parties with respect to the
subject matter hereof,  and supercede and replace any and all prior  agreements,
undertakings,  representations or negotiations  pertaining to the subject matter
of this  Agreement.  The Parties agree that they have not relied upon any verbal
statements,  representations,  warranties or undertakings in order to enter into
this Agreement.  In the event of a conflict between this Agreement and any other
agreement  expressly  incorporated  by  reference  herein,  the  terms  of  this
Agreement shall prevail.

16.4 This  Agreement may not be amended or modified in any way except by written
instrument  signed by the Parties  hereto.  In the event that the Parties hereto
wish to amend the terms of any of the Schedules  annexed  hereto,  this shall be
done by way of a written amending agreement (the "Amending  Agreement")  setting
forth that the  particular  schedule or schedules  being amended are amended per
the terms of the schedule (s) attached to the Amending Agreement,  but otherwise
the terms of the  Agreement  will  continue  in full force and  effect,  mutatis
mutandis,  and both  parties  will then  sign the  Amending  Agreement,  and the
Amending Agreement will then be attached to this Agreement and then each page of
the  Agreement and the Amending  Agreement  shall then be dated and initialed by
the Parties hereto.

16.5 This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
Parties  hereto,  together with their personal  representatives,  successors and
permitted assigns.

16.6 This Agreement is a personal services  agreement and may not be assigned by
either Party without the prior written consent of the other Party.

<PAGE>

16.7  The  waiver  by  either  Party of any  breach  of the  provisions  of this
Agreement  shall not  operate or be  construed  as a waiver by that Party of any
other  breach of the same or any other  provision  of this  Agreement.  16.8 The
Parties  agree to execute and deliver  such  further  and other  documents,  and
perform or cause to be  performed  such further and other acts and things as may
be  necessary  or  desirable  in order to give  full  force  and  effect to this
Agreement.

16.9 The  Employee  agrees that  following  the  termination  of the  Employee's
employment with the Corporation for any reason, the Employee shall tender his or
her  resignation  from any position he or she may hold as an officer or director
of the Corporation or any Related Corporation.

16.10 Should any provision in this Agreement be found to be invalid,  illegal or
unenforceable,  the  validity,  legality  or  enforceability  of  the  remaining
provisions  of the  Agreement  shall not be affected or impaired  thereby in any
way.

16.11 Any dispute  concerning  the rights or  obligations of the Parties to this
Agreement,  or concerning  the  interpretation,  validity or  enforcement of the
Agreement,  shall be submitted to binding arbitration in Calgary, Alberta before
a single arbitrator  pursuant to the Arbitration Act (Alberta).  The decision of
the  arbitrator  shall be final and binding on the Parties,  and the  successful
Party  shall be entitled to receive  its  solicitor  and client  legal costs and
disbursements incurred in the arbitration.



<PAGE>


         IN WITNESS  WHEREOF the Parties hereto  acknowledge and agree that they
have read and understand the terms of this Agreement,  and that they have had an
opportunity  to seek  independent  legal  advice  prior to  entering  into  this
Agreement, and that they have executed this Agreement with full force and effect
from the date first written above.


                                     Cormax Business Solutions Inc.

                                     Per:     /s/ Dan Meikleham
                                              ----------------------------------
                                              Director

                                     Per:
                                              ----------------------------------
                                              Director
SIGNED, SEALED & DELIVERED
in the presence of:
/s/ Rick Shykora                     /s/ Todd Violette
---------------------------------    ------------------------------------------
Witness                              [EMPLOYEE]

<PAGE>

                           SCHEDULE A - POSITION GUIDE

The role of President and CEO is summarized below. The intent of the Schedule is
not to define specific duties but to provide a framework for operating.


1.       Set the direction with mission and vision
        -      Push the  Company  into new areas in order to be  innovative  and
               competitive.  - Lead the planning  process to focus on both short
               term  and  long  term  goals.   -  Ensure  a  focus  on  customer
               satisfaction in all decision-making.

2.       Act as chief communicator
        -      Keep  important  goals,  facts and challenges in front of people,
               along with the mission,  vision and company  objectives,  to gain
               alignment, understanding, involvement and commitment to action.
        -      Promote effective and continuous two-way  communication among all
               people in the company so everyone has the  information  needed to
               fully contribute to the mission and vision.
        -      Communicate with the Board of Directors as required.
        -      Represent the Company in external relationships.

3.       Cultivate the culture
        -      Set the tone and  ensure  retention  of the  corporate  values by
               setting an example and reinforcing these values in others.
        -      Instill  an   entrepreneurial   spirit  in  everyone  along  with
               accountability for results.

4.       Lead the Executive Management Team
        -      Facilitate  effective  and creative  interaction  of the EMT as a
               model for all teams

        -      Continuously  build the capacity of the team to work  effectively
               together to lead the company to higher  levels of growth;  ensure
               that all members are `team players" and support each other, while
               working in the best interests of the company as a whole.

5.       Manage corporate resources
        -      Maintain a healthy  financial  picture  that  balances  short and
               long-term needs.
        -      Ensure the  implementation of appropriate  methods of measurement
               and control to ensure  follow-through  and  accountability at all
               levels.
        -      Ensure  that all  hiring  practices  focus on  finding  the right
               people  with  the best  talents  and fit  with  the  culture  and
               direction of the company.

6.       Design structure and business process to fit strategy and culture.
        -      Promote cross-functional "connectivity" in all departments.

<PAGE>

        -      Propose re-structuring when necessary,  based on strategic needs,
               and  ensure  that new role  definitions  are clear and the change
               process is effectively managed.

7.       Engage in continuous learning

        -      Search  for and  identify  new  ways to  improve  the  company  -
               Proactively ask for feedback and use it to make positive changes.


                                      Bonus

The following bonus shall apply to term of employment  (pro-rated as required by
commencement of employment).

The  employee  shall be paid a bonus  calculated  as  follows.  All  amounts are
expressed in US dollars unless otherwise stated.  Revenue  achievements shall be
calculated for the 12-month period  corresponding with the Corporation's  fiscal
year,  prorated for the  commencement of this Agreement or as otherwise  agreed.
Any bonuses  payable shall be paid to the Employee within thirty days of the end
of the fiscal quarter in which they are achieved.

        -      For achieving of gross revenues from $0 to $1.0 million, no bonus
               shall be payable.
        -      For  achieving  of net  profit of at least $1.0  million,  a cash
               bonus of $25,000 shall be payable PLUS;
        -      For  achieving  of net  profit of at least $2.5  million,  a cash
               bonus of $50,000 shall be payable PLUS;
        -      For  achieving  an annual (12 month) net profit  greater  than or
               equal  to $5  million,  an  additional  cash  bonus  equal to one
               percent  (1.0%) of total net profit for the year shall be payable
               PLUS;
        -      For achieving a net profit of at least $10 million,  a cash bonus
               of $250,000 shall be paid.

        -      For annual net profit in excess of $1.0 million, additional share
               options, priced at market, subject to the receipt of all required
               regulatory  approvals,  shall be  granted  to the  Employee.  The
               number of options to be granted is as follows:

        -      Total amount of (in  millions,  rounded up or down to the nearest
               million) multiplied by 100,000 options. For example, an annual of
               $3.3  million,  shall cause  300,000  options (3 X 100,000) to be
               granted, at market.

<PAGE>

                                   SCHEDULE C

Benefits

Great West Life

Todd  currently  participates  in a Health Plan made  available  to all Expanded
Systems employees.  The plan provides for comprehensive life,  medical,  dental,
vision,  and out of country  coverage.  The  premiums  are paid for by  Expanded
Systems with the  exception of the Long Term  Disability  premium to be deducted
from the employee's pay.

     Benefit Summary

     Employee Life Insurance : .....300% of annual  earnings to a max = $300,000
     Dependant Life Insurance : ....Spouse : $10,000, Child : $5000
     Accidental Death : ............amount equal to Life Insurance
     Long Term Disability : ........66.7% of the first $3,000 of monthly earn-
                                    ings plus 45% of the remainder to a max =
                                    $6,000 or 95% of your pre-disability take-
                                    home pay. To age 65 - Non taxable
     Healthcare : ..................No deductible : Details in attached
                                    "Selectpac" booklet
     Visioncare : ..................$150 / 2 years max
     Dentalcare : ..................Details included in "Selectpac" booklet.

Parking

Parking is provided for Todd Violette under the Joffre building  located at #708
11th Ave. S.W. this fee is paid for by Expanded  Systems  currently at a rate of
$140 per month.

Alberta Health Care Premiums

Employer paid Alberta HealthCare premiums


Annuity

After  achieving  one million  dollars in net profit the employee is entitled to
receive an annuity plan from the board of Directors.

<PAGE>

                                  SCHEDULE "E"

                              RELEASE AND INDEMNITY


1.       RELEASE

IN  CONSIDERATION of the payment to me by the Corporation in the total amount of
_________, the receipt and sufficiency of which is hereby acknowledged,  I, Todd
Violette,  do for myself and my heirs,  executors,  administrators  and  assigns
(hereinafter  collectively  referred to as "I", "me" or "my"),  forever release,
remise  and   discharge  the   Corporation   their   subsidiaries,   affiliates,
predecessors,  successors, divisions, joint venturers, business partners, parent
companies  and  related  companies,  and  all  of  their  officers,   directors,
employees,   agents,   insurers,   heirs,  executors  and  assigns  (hereinafter
collectively referred to as the "Releasees"), jointly and severally from any and
all actions,  causes of action,  contracts (whether express or implied),  claims
and demands for damages, loss or injury, suits, debts, sums of money, indemnity,
expenses,  interest,  costs  and  claims  of  any  and  every  kind  and  nature
whatsoever,  at law or in equity,  which  against the Releasees I have ever had,
now have,  or can  hereafter  have by reason of or  arising  out of any cause or
causes  whatsoever  existing up to and  inclusive  of the date of this  Release,
including, without limiting the generality of the foregoing:

        (a)      my employment with Cormax;

        (b)      the termination of my employment with Cormax;

        (c)       any and all claims for  damages,  salary,  wages,  termination
                  pay,  severance  pay,  vacation  pay,  commissions,   bonuses,
                  expenses,  allowances,  incentive payments,  insurance,  Group
                  RRSP or any other benefits  arising out of my employment  with
                  Cormax or the termination of my employment with Cormax; and

2.       NO ADMISSION

I acknowledge  that the payment given to me pursuant to the above paragraph does
not constitute any admission of liability by or on behalf of the Releasees.

3.       INDEMNITY FOR TAXES, ETC.

I  further  agree  that for the  aforesaid  payment,  I will save  harmless  and
indemnify the Releasees from and against all claims, taxes, penalties or demands
which may be made by the Minister of National Revenue requiring the Releasees to
pay income tax under the  Income Tax Act  (Canada)  in respect of all income tax
payable by me in excess of the income tax previously withheld, and in respect of
any and all claims,  charges,  taxes,  penalties or demands which may be made on
behalf of or  related  to the  Employment  Insurance  Commission  or the  Canada
Pension Commission under the applicable  statutes and regulations,  with respect
to any amount which may, in the future,  be found to be payable by the Releasees
in respect of me.

<PAGE>

4.       EMPLOYMENT STANDARDS

I acknowledge receipt of all wages,  overtime pay, vacation pay, general holiday
pay and pay in place of  termination  of  employment  that I am  entitled  to by
virtue  of the  Alberta  Employment  Standards  Code or  pursuant  to any  other
applicable  labour or employment  standards  legislation,  and I further confirm
that there are no entitlements, overtime pay or wages due and owing to me by the
Releasees.

5.       BENEFITS AND INSURANCE CLAIMS

I acknowledge and agree that the payment to me herein includes full compensation
and  consideration  for the loss of my  employment  benefits  and that all of my
employment  benefits shall cease on the date of termination of my employment.  I
acknowledge that I have received all benefit  entitlements,  including insurance
benefits to date,  and have no further claim against the Releasees for benefits.
I fully accept sole  responsibility  to replace  those  benefits  that I wish to
continue and to exercise conversion  privileges where applicable with respect to
my employment benefits,  or the loss of my employment benefits. I hereby release
the  Releasees  from any further  obligations  or  liabilities  arising  from my
employment benefits.

6.       HUMAN RIGHTS

I agree  that  execution  of this  Release  has the  effect  of  precluding  the
consideration  of any  complaint  by me pursuant to the  Alberta  Human  Rights,
Citizenship and Multiculturalism  Act, or pursuant to any other applicable human
rights legislation.

7.       CONFIDENTIALITY AND NON-DISCLOSURE

I recognize and  acknowledge  that during my employment with Cormax I had access
to certain  confidential  and proprietary  information,  the disclosure of which
would be harmful to the interests of Cormax and their clients. I acknowledge and
agree  that I have  taken and will in future  take  appropriate  precautions  to
safeguard the  confidential  information of Cormax.  I further agree that I will
not divulge or disclose, directly or indirectly, the contents of this Release or
the terms of settlement relating to the termination of my employment with Cormax
to any person except my legal and financial  advisors on the condition that they
maintain the confidentiality thereof, or as required by law.

8.       FURTHER CLAIMS

I agree not to make any claim or take any  proceedings  against any other person
or corporation  that might claim  contribution or indemnity under the provisions
of any statute or otherwise against any of the Releasees.

9.       UNDERSTANDING

AND I HEREBY DECLARE that I have had the opportunity to seek  independent  legal
advice with  respect to the matters  addressed  in this Release and the terms of
settlement  which have been agreed to by me and the  Releasees  and that I fully
understand this Release and the terms of settlement.  I have not been influenced
by any  representations  or statements made by or on behalf of the Releasees.  I
hereby  voluntarily  accept  the said terms for the  purpose of making  full and
final compromise, adjustment and settlement of all claims as aforesaid.

<PAGE>

10.      COMPLETE AGREEMENT

I understand and agree that this Release and the Settlement  Agreement  attached
hereto  contain the entire  agreement  between the Releasees and myself and that
the terms of this Release and the Settlement Agreement are contractual and not a
mere recital.



         DATED at the City of Calgary, in the Province of Alberta, this ________
day of _______________, 2001.


<PAGE>

                                  SCHEDULE "F"

                         EMPLOYEE CONFIDENTIALITY, NON-
                    DISCLOSURE AND NON-COMPETITION AGREEMENT

                      This  agreement  is made  effective  on the  _11th_ day of
__April__, 2001.

BETWEEN:

                         CORMAX BUSINESS SOLUTIONS INC.
                               (the "Corporation")

                                     - and -

                      __________Todd Violette ____________

                                (the "Employee")

         WHEREAS,  the Employee is desirous of entering into an association with
the  Corporation  and the  Corporation is desirous of being  associated with the
Employee.

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
contained in this Agreement, the parties agree as follows:


1.       DEFINITIONS

1.1      In this Agreement, unless the context otherwise requires, the following
         expressions have the following meanings:

         "Agreement" - means this employee  Confidentiality,  Non-Disclosure and
         Non-Competition   Agreement   made   effective   the  __11th__  day  of
         ____April_____, 2001.

         "Client"  - means  those  persons,  firms or  corporations  which  have
         requested,  or to whom the  Corporation  has made a proposal to provide
         goods,  services,   information  or  technical  expertise  whether  for
         remuneration or not; and specifically  includes the identity or name of
         such client;

         "Employment  Agreement" - means that Employment  Agreement  between the
         Corporation  and the Employee  dated the  __11th__ day of  ___April___,
         2001.

         "Functional  specifications"  -  means  the  functional  specifications
         prepared  by or provided  to the  Corporation  for use in the design of
         Programs  written or to be written for a client and  includes  menu and
         screen  designs,  hardware  system  analysis,  flowcharts,  algorithms,
         database   design,    specifications,    manuals,   printouts,   notes,
         annotations,  lay-outs,  cards,  card  decks,  charts  and  other  like
         material and  documentations,  together with all included  information,
         and know-how (technical or otherwise);

         "Implementations  plans" - means the time  schedules for the completion
         of proposals,  projects or the  preparation and delivery of programs or
         services by the Corporation;

         "Information"    -   means   programs,    functional    specifications,
         implementation plans, operating manuals, trade secrets, proprietary and
         confidential   information  of  the  Corporation  (which   specifically
         includes clients) together with any and all other information disclosed
         to the Employee by the corporation  which relates to the past,  present
         and  future  research,  development  and  business  activities  of  the
         Corporation or its clients;

         "Operating  manuals"  - means the  operational  and  technical  manuals
         prepared by the Corporation  which describe  overviews of the operation
         of the Functional  specifications and Programs and includes instruction
         to users and/or technicians;

<PAGE>

         "Programs"  - means  any  application  or  operating  system  software,
         firmware,  programs or portions thereof,  user interfaces,  programmers
         libraries  of  routines  and  subroutines,  etc.  written,  enhanced or
         assembled by the Corporation; "Services" - means any activities carried
         on by the Corporation in the  performance of its business  obligations,
         whether or not such  services  are provided by the  Corporation  to any
         client;  "Source  Code" - means the  source  codes of the  Programs  in
         either  eye-readable  form in the  language or  languages  used for the
         programs or in machine readable form (whether complied or not);

         "Trade Secrets" - means that information used by the Corporation  which
         may be available,  or disclosed by the Corporation or obtained  through
         observation or examination of the Corporation's customers or suppliers,
         but which information is not disclosed to clients or third parties.

2.       AGGREEMENT AS A CONDITION OF ASSOCIATION

         As a condition of the association of the  undersigned,  the Corporation
         required the undersigned to agree to protect the confidentiality of the
         business of Cormax and of the Information  obtained through association
         with the  Corporation  which relates to the Corporation or its clients.
         This Agreement  contains the terms,  obligations,  duties and covenants
         which are intended to insure this confidentiality.

3.       WARRANTIES AND REPRESENTATIONS

3.1      The   Employee   warrants,   covenants   and  agrees  to  protect   the
         confidentiality  of the Information and the business  carried on by the
         Corporation  and of the nature and particulars of the work the Employee
         may be  required  to  perform  for  the  Corporation  or  its  clients,
         including   the  identity  of  such  clients  and   suppliers  and  any
         information  the  Corporation has received from the other sources which
         the  Corporation is obligated to treat as  confidential or proprietary.
         If there is any  question as to what  comprises  such  confidential  or
         proprietary  information,  the Employee agrees to immediately  inform a
         director or officer of the Corporation.

3.2      The Employee warrants and represents to the Corporation:

        (a)    that  during the  course of the  Employee's  employment  with the
               Corporation  under the  Employment  Contract and for that further
               period  specified in Section 4.5 of this Agreement,  the Employee
               agrees  always to act in good faith and in the best  interest  of
               the Corporation;

        (b)    the Employee is not currently  bound by any other  association or
               engagement or agreement, restrictions or obligations which do, or
               would, in any way interfere or be inconsistent  with the services
               to be  furnished  by the  Employee to the  Corporation  under the
               Employment Agreement, in whatever capacity;

        (c)    the Employee is free to enter into and remain in association with
               the  Corporation  in the  capacity  outlined  in  the  Employment
               Agreement;

        (d)    the  services  and  work-product  the  Employee  provides  to the
               Corporation will be original with the Employee,  or derivative of
               the Corporation's business, and that nor portion of such services
               or  work-product,  or its use or distribution by the Corporation,
               will  violate or is protected  by the right,  title,  interest or
               similar right of any third person or entity.

3.3      The  Employee  warrants  and  represents  to the  Corporation  that the
         Employee  is  capable  of  entering  into  this   Agreement   with  the
         Corporation in every and all respects.


<PAGE>




4.       NON-DISCLOSURE INFORMATION

4.1      While employed by the Corporation  under the Employment  Contract,  and
         for that further period specified in Section 4.5 of this Agreement, the
         Employee shall not disclose or use the  information  except as required
         in the Employee's performance of his duties to the Corporation.

4.2      While  employed  by  the  Corporation,  and  for  that  further  period
         specified  in Section  4.5,  the  Employee  shall  take all  reasonable
         precautions  to  prevent  any other  person or  entity  with  which the
         Employee is or may become associated as supervisor,  employee, owner or
         otherwise from acquiring such  Information from or through the Employee
         and / or using or divulging such Information at any time.
4.3      Information as used herein shall not mean to refer to information:

        (a)    previously   known  to  the  Employee   without   obligations  of
               confidence;

        (b)    without breach of this Agreement,  is publicly  disclosed  either
               prior or subsequent to the Employee's receipt of such information
               by or from the Corporation; or

        (c)    is rightfully received by the Employee from a third party without
               obligation or confidence.

4.4      In the event of the loss of any item containing such  Information,  the
         Employee shall promptly notify the Corporation in writing of such loss,
         describing the item and its contents.

4.5      At any time from and after the date the Employee  ceases to be employed
         by the Corporation  regardless of the reason or cause for the cessation
         of  employment,  the Employee  agrees to hold all such  Information  in
         trust  and  confidence  for  the   Corporation  and  not  to  use  such
         information  other  than for the  benefit  of the  Corporation  and the
         determination of what constitutes a benefit of the Corporation shall be
         in the sole opinion of the Corporation.

4.6      Except as may be authorized in writing signed by an officer or director
         of the  Corporation  during  such  period of time as set out in Section
         4.5, the Employee agrees not to disclose or divulge any Information, by
         publication or otherwise, to any person or entity.

4.7      Promptly upon cessation of the Employee's employment by the Corporation
         in whatever capacity and for whatever or cause, the Employee shall give
         to the  Employee's  supervisor  or to an  officer  or  director  of the
         Corporation  all Information  embodied in written or descriptive  form,
         including  but not limited to originals and copies  thereof,  drawings,
         blueprints,  descriptions,  lists, charts, graphs, codes, and all other
         papers,  documents,  tapes or any other  media  which  contain any such
         Information.

5.       NON-COMPETITION

5.1      While the Employee is employed by the  Corporation  the Employee agrees
         to not,  without the written consent of the  Corporation  first had and
         obtained, which consent may be arbitrarily and unreasonably withheld:

        (a)    work independently, or as a part-time or full-time employee of an
               independent  contractor,  for or as a consultant to any person or
               entity,  who or which directly  competes with the  Corporation in
               respect  to  business  clients,   or  information  in  which  the
               Corporation  does business or in which the Corporation had or has
               invested  time,  effort or money  (referring  to that time during
               which the Employee was employed by the Corporation); or


<PAGE>




        (b)    either  directly or indirectly,  as principle or agent,  partner,
               employee or as a shareholder or in any other capacity whatsoever,
               alone  or  in  association   with  any  other  person,   firm  or
               corporation,  carry on or be engaged or be financially  concerned
               or interested with or in any operations, activities or businesses
               in competition with the business of the Corporation, or

        (c)    solicit any customer,  client,  employee or consultant  employed,
               engaged or doing business with the Corporation.

5.2      For the purposes of this Section 5, a competing person or entity, means
         any  person or entity,  whether  for  profit or  no-for-profit,  who is
         involved in operations,  activities or business in competition with the
         business of the  Corporation in which the Employee worked in respect to
         which the Employee has received information;

5.3      Provided that if the  Corporation  terminates the Employment  Agreement
         without just cause or the Employee terminates the Employment  Agreement
         with cause, the Employee shall not be bound by the terms and conditions
         of this Agreement as it relates to  non-competition,  specifically  but
         not limited to Section 5.1 of this Agreement.

6.       PROPRIETARY RIGHTS TO INTELLECTUAL PROPERTY

6.1.     The Employee agrees the copyright and all other  intellectual  property
         rights of whatever  nature in any and all  Information  prepared by the
         Employee during the course of association with the Corporation, whether
         or not such  information or material is prepared on or off the premises
         of the  Corporation,  shall belong  exclusively  to the  Corporation be
         deemed to be works made for hire.

6.2      To the extent  that any items may not,  by  operation  of law, be works
         made for hire, the Employee hereby irrevocably transfers and assigns to
         the Corporation the ownership of all right, title, and interest in such
         items,  including  but not limited to  copyright,  and the  corporation
         shall  have the right to obtain and hold in its own name  copyright  or
         other  protection  which may be  available  or become  available in the
         items.  The Employee agrees to give the  Corporation,  its designees or
         assignees all  assistance  reasonably  required to perfect such rights,
         titles and interests.

6.3      Generally  and with regard to Section  6.1 above,  the  Employee  shall
         disclose  promptly  to the  Corporation  all  inventions,  discoveries,
         formulas,   processes,   designs,   trade   secrets  and  other  useful
         information and know-how made,  discovered or developed by the Employee
         either alone or in  conjunction  with any other person or entity during
         the term of the Employee's  association  with the Corporation  that are
         based on, derived from or make use of any  information  disclosed to or
         acquired  by the  Employee  during  his  term of  association  with the
         Corporation. All the foregoing shall for the purposed herein be defined
         and considered as Information.

6.4      Notwithstanding  any other provision of this Agreement,  whether or not
         still in association with the  Corporation,  the Employee shall have no
         right to use the  Corporation's  name,  trade, or service marks whether
         existing pursuant to common law, provincial or federal statute,  rules,
         or  regulations,  this  Agreement,  or the  services  performed  by the
         Employee to the Corporation, directly or indirectly, in connection with
         any production,  promotion or  publications,  without the prior written
         approval of an officer or director of the Corporation.

7.       TERMINATION OF EMPLOYMENT AND EFFECT OF TERMINATION

7.1      In order to permit the  corporation to enforce its rights and interests
         pursuant to this  Agreement,  the Employee  agrees that for a period of
         one (1) year from the termination of the Employee's employment with the
         Corporation, except in the circumstances set out in Section 5.3 of this
         Agreement; the Employee shall give written notice to the Corporation as
         to the  Employee's  then  current  residence(s)  and then  current work
         address(es).


<PAGE>




7.2      Any   termination  of  the   employment  of  the  Employee   (howsoever
         occasioned)  shall not  affect any  accrued  rights or  liabilities  of
         either party nor shall such termination affect the coming into force or
         the continuance in force of any provision  hereof which is expressly or
         by  implication  intended to come into or continue in force on or after
         such  termination.   All  the  foregoing   warranties,   covenants  and
         obligations  particularly  those  in  Sections  3,  4, 5, 6 and 7 shall
         survive any termination of such employment.

7.3      The Employee shall at no time interfere  with,  frustrate or hinder the
         Corporation in the performance of the  Corporation's  rights under this
         Agreement.

7.4      The Employee agrees that all restrictions contained in Section 4, 5 and
         6 are reasonable  and valid and all defences to the strict  enforcement
         thereof by the Corporation are hereby waived by the Employee.

7.5      The  Employee  agrees  that the  remedy  at law for any  breach  by the
         Employee of Sections 4, 5 and 6 of this  Agreement  will be  inadequate
         and that  the  Corporation,  on any  application  to a court,  shall be
         entitled to  temporary  and  permanent  injunctive  relief  against the
         Employee  without  the  necessity  of  proving  actual  damage  to  the
         Corporation.

7.6      In the event of an actual or  threatened  breach by the employee of any
         provision of this Agreement,  the Corporation shall be entitled to both
         legal and  equitable  relief.  Nothing  herein  shall be  construed  as
         prohibiting the Corporation from pursuing any of its available remedies
         arising from such breach or  threatened  breach  including  recovery of
         damages,  and where  applicable,  injunctive  relief to  restrain  such
         breach or threatened breach.

8.       FURTHER ASSURANCES

8.1      If any provision of this Agreement,  shall be held  unenforceable,  the
         unenforceable  portion  shall be deemed  severable and the remainder of
         the  provision  or any portion of this  Agreement  shall remain in full
         force and effect.

8.2      This Agreement  may be  assigned by the  Corporation to any of its sub-
         sidiaries or to a successor  to all  or substantially all of the assets
         and business of the Corporation.

8.3      The Employee shall not assign,  pledge or encumber his interest in this
         Agreement  nor assign any of his rights or duties under this  Agreement
         without the prior written consent of the Corporation.

8.4      The  Agreement  shall be  binding  on and enure to the  benefit  of the
         successors  and assigns of the  Corporation  and the heirs,  executors,
         administrators, permitted successors and assigns of the Employee.

8.5      This  Agreement  shall be governed by,  construed  and  interpreted  in
         accordance  with the laws of the  Province  of Alberta  and each of the
         parties herby irrevocably attorns to the exclusive  jurisdiction of the
         Courts of the Province of Alberta.

8.6      The parties shall execute and do all such further deeds,  documents and
         things  as may be  necessary  to  carry  out  the  provisions  of  this
         Agreement.

8.7      Should any portion of this Agreement be subject to court  proceeding or
         litigation of any nature  involving legal counsel,  the party in breach
         of this Agreement shall bear all legal costs  involved,  on a solicitor
         and his own client basis.

8.8      Time is of the essence in this Agreement.


<PAGE>




8.9      The undersigned Employee hereby acknowledges and confirms that:

        (a)    prior to execution  and delivery of this  Agreement  the Employee
               has been advised to seek  independent  legal advice in connection
               with this Agreement and has either:

                (i)  obtained such independent legal action; or


        (b)    Employee  has  executed  this  Agreement  voluntarily  with  full
               knowledge of its terms and conditions.



            IN WITNESS the  undersigned  has executed this Agreement this __11__
day of __April__, 2001.



                                               CORMAX BUSINESS SOLUTIONS LTD.

/s/ Rick Shykora                              /s/ Dan Meikleham
_______________________________________ Per:___________________________________
WITNESS


             IN WITNESS the  undersigned  has executed this  Agreement this _11_
day of __April__, 2001.




/s/ Rick Shykora                                     /s/ Todd Violette
-----------------------------------------   ------------------------------------
WITNESS                                              ("Employee")



I have received a signed copy of this  Agreement this __11th__ day of __April__,
2001.


/s/ Todd Violette
___________________________________________ ("Employee")