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                                  EXHIBIT 4.4


                      COI SOLUTIONS INC. OFFICER AGREEMENT

THIS AGREEMENT made this first day of January 1999, among COI SOLUTIONS INC., a
corporation duly incorporated under the laws of Nevada, having its head office
at Las Vegas, (the "COMPANY ") and CREATIVE SPIN INC.. a corporation duly
incorporated under the laws of Ontario Canada, having its head office at Toronto
and ROBERT G. JONES, (Co Name. and Robert G. Jones are hereinafter referred to
collectively as the "OFFICER").

WHEREAS:

1. The Company is engaged in the design, sourcing, development, licensing,
marketing and distribution of various telecommunications products, concepts and
related consulting services to both business and consumer markets.

2. The Company and the Officer have agreed to enter into an employment
relationship for their mutual benefit;

NOW THEREFORE in consideration of the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by each of the parties), the
parties hereto agree as follows:

(1) DUTIES

The Company appoints the Officer to undertake the duties and exercise the powers
as Vice President of Marketing and Sales of the Company as may be requested of
the Officer by the Board of Directors of the Company, and in the other offices
to which he may be appointed by any subsidiary companies of the Company, and the
Officer accepts the office together with the initial mandate established by the
Board of Directors outlined in Schedule A hereto, on the terms and conditions
set forth in this Agreement.

(2) TERM

The appointment shall commence with effect from January 1 1999, for a minimum of
two years and shall continue thereafter until terminated in accordance with the
provisions of this Agreement.

(3) COMPENSATION

The fixed remuneration of the Officer for his services shall be at the rate of
US$120,000.00 for the first year of employment pursuant to this contract
commencing January 1, 1999. The fixed remuneration will be payable in equal
instalments semi-monthly in arrears in each month during the Term. The fixed
remuneration shall be reviewed 90 days prior to the anniversary of employment
pursuant to this contract. The review will be undertaken by assessing the
Officer's achievement of the over-all objectives established by the Company and
by having regard to the market rates of remuneration paid in the United States
for similar duties and responsibilities. In addition to the fixed remuneration,
the Officer shall be entitled to receive such bonus remuneration, and to
participate in officer incentive and stock option plans, if any, in respect of
each year of employment during the Term, as the Board of Directors of the
Company or any committee thereof, in its sole discretion may authorise.

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(4) BENEFITS

AUTOMOBILE ALLOWANCE. The Officer shall be provided with an automobile allowance
of US$650.00 per month plus reimbursement for fuel expenses generated by the use
of the automobile on behalf of the Company on the provision by the Officer or
receipts acceptable to the Company in connection with it.

EXPENSES. It is understood and agreed that the Officer will incur expenses in
connection with his duties under this Agreement. The Company will reimburse the
Officer for any expenses provided that the Officer provides to the Company an
itemised written account acceptable to the Company with thirty days after they
have been incurred. The Officer will not be reimbursed for any item in excess of
US$5,000.00 unless approved in advance by the Board of Directors.

BENEFIT PLANS. The Officer shall participate in all benefit plans which the
Company provides from time to time to employees of the Company generally in
accordance with and subject to the terms of the applicable fund, plan or
arrangement in effect to the Company from time to time.

(5) AUTHORITY

The Officer shall have, subject always to the general or specific instructions
and directions of the Board of Directors of the Company, full power and
authority to manage and direct the business and affairs of the Company (except
only the matters and duties as by law must be transacted or performed by the
Board of Directors or by the shareholders of the Company in general meeting),
including power and authority to enter into contracts, engagements or
commitments of every nature of kind in the name of and on behalf of the Company
and to engage and employ and to dismiss all managers and other employees and
agents of the Company other than officers of the Company, provided always that
no contract shall be made which might involve the Company in an Expenditure
exceeding US $50,000.00 and no person shall be engaged or appointed as an
employee of the Company at remuneration in excess of US$100,000.00 per annum
without, in each case, the prior approval of the Board of Directors.

The Officer shall conform to all lawful instructions and directions given to him
by the Board of Directors of the Company, and obey and carry out the by-laws of
the Company.

(6) SERVICE

o    The Officer, throughout the term of his appointment, shall devote his full
     time and attention to the business and affairs of the Company and its
     subsidiaries.

o    The Officer shall well and faithfully serve the Company and its
     subsidiaries and use his best efforts to promote the interests thereof and
     shall not disclose the private affairs or trade secrets of the Company and
     its subsidiaries to any person other than the Directors of the Company or
     for any purposes other than those of the Company any information he may
     acquire in relation to the Company's business.

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o    The Officer may, during the Term perform duties and provide services to
     other entities, provided that all proposed arrangements are approved in
     advance by the Company, such approval not to be unreasonably withheld and
     that the proposed arrangements do not relate to a competitive business.

(7) NON-COMPETITION

o    The Officer agrees with and for the benefit of the Company that for a
     period of three months from the date of termination of the Officer's
     employment, however caused, he will not for any reason, directly or
     indirectly, either as an individual or as a partner or joint venturer or as
     an employee, principal, consultant, agent, shareholder, officer, director,
     or salesperson for any person, firm association, organisation, syndicate,
     company or corporation, on in any manner carry on, be engaged in, concerned
     with, interested in, advise, lend money to, guarantee the debts or
     obligations of, permit his name or any part of it to be used or employed by
     any person, business, firm, association, syndicate, company, organisation
     or corporation concerned with or engaged or interested in a business which
     is the same as, or competitive with, the business of the Company including,
     without limitation, any business relating to Telecommunications within the
     geographical area North America; nor will the Officer solicit or accept
     business with respect to products competitive with those of the Company
     from any of the Company's customers, wherever situate; provided that the
     Officer shall be entitled, for investment purposes, to purchase and trade
     shares of a public company which are listed and posted for trading on a
     recognised stock exchange and the business of which public company may be
     in competition with the business of the Company, provided that the Officer
     shall not directly or indirectly, own more than 10% of the issued share
     capital of the public company, or participate in its management or
     operation or in any advisory capacity.

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o    The Officer further agrees that, during employment pursuant to this
     Agreement and for a period of six months following termination of
     employment, however caused, he will not hire or take away or cause to be
     hired or taken away any employee of the Company or, following termination
     of the Officer's employment, any employee who was in the employ of the
     Company during the six months preceding termination.

(8) CONFIDENTIAL INFORMATION

o    The Officer acknowledges that as the President and in any other position as
     the Officer may hold, the Officer will acquire information about certain
     matters and things which are confidential to the Company ("Confidential
     Information"), and which information is the exclusive property of , the
     Company including but not limited to the following:

o    product design and manufacturing information and computer programs, codes,
     materials prototypes, products samples, analyses, reports;

o    names and addresses, buying habits and preferences of present customers of
     the Company, as well as prospective customers and all other proprietary
     lists;

o    pricing and sales policies, techniques and concepts;

o    trade secrets; and

o    other Confidential Information concerning the business operations or
     financing of the Company.

o    The Officer acknowledges the information as referred to in paragraph 9(1)
     could be used to the detriment of the Company. Accordingly, the Officer
     undertakes not to disclose same to any third party either during the term
     of his employment except as may be necessary in the proper discharge of his
     employment under this Agreement, or after the term of his employment,
     however caused, except with the written permission of an officer of the
     Company.

o    The Officer acknowledges and agrees that without prejudice to any other
     rights of the Company, in the event of his violation or attempted violation
     of any of the covenants contained in paragraphs 8 and 9 of this Agreement,
     an injunction or any other like remedy shall be the only effective remedy
     or protect the Company's rights and property as set out in paragraphs 8 and
     9, and that an interim injunction may be granted immediately on the
     commencement of any suit.

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o    The Officer understands and agrees that the Company has a material interest
     in preserving the relationship it has developed with its customers against
     impairment by competitive activities of a former employee. Accordingly, the
     Officer agrees that the restrictions and covenants contained in paragraph 9
     and those contained in paragraph 8 of this Agreement and the Officer's
     Agreement to it by his execution of this Agreement, are of the essence to
     this Agreement and constitute a material inducement to the Officer to enter
     into this Agreement and to employ the Officer, and that the Company would
     not enter into this Agreement absent an inducement. Furthermore, the claim
     or cause of action by the Officer against the Company whether predicated on
     this Agreement or otherwise, shall not constitute a defence to the
     enforcement by the Company of the covenants or restrictions provided,
     however, that if any provision shall be held to be illegal, invalid or
     unenforceable in any jurisdiction, the decision shall not affect any other
     covenant or provision of this Agreement or the application of any other
     covenant or provision.

(9) INTELLECTUAL PROPERTY

o    Intellectual Property means all legally recognised rights that result or
     derive from the Officer's services provided to the Company or with the
     knowledge, use or incorporation of Confidential Information, and includes
     but is not limited to developments, inventions, designs, works of
     authorship, topographies, improvement and ideas, whether or not patentable,
     copyrightable or registrable, conceived or made by the Officer
     (individually or in collaboration with others) during the Term or which
     result from or derive from the Company's resources or which are reasonably
     related to the business of the Company.

o    The Officer agrees to disclose to the Company all Intellectual Property
     developed by the Officer during the Term, either individually or in
     collaboration with others, that relates directly or indirectly to the
     business of the Company. The Officer acknowledges and agrees that all right
     title and interest of any kind whatsoever in and to such Intellectual
     Property and all other matters that the Officer now has or may at any time
     in the future acquire in or relating to the subject matter of Confidential
     Information and all copyrights, patents, rights to apply for patents,
     licenses and all other intellectual property rights that the Officer now
     has or may at any time in the future have in any of the foregoing is and
     will be the exclusive property of the Company and the Company will have
     absolute discretion to determine how to use this intellectual property. All
     work done by the Officer or any other member of the Company is a work for
     hire under which the Company is the first author for copyright purposes.
     Copyright will vest in the Company. On notice from the Company the Officer
     shall execute such documents and do such things, without further
     consideration but at the Company's expense as the Company will reasonably
     request in order to confirm the Officer's assignment of the foregoing
     property and rights to the Company.

o    The Officer hereby waives all moral rights he has or will have in the
     Intellectual Property. The Company may assign the benefit of this waiver to
     any purchaser, assignee or licensee of the Intellectual Property or of any
     portion of the Intellectual Property.

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(10) VACATION

o    The Officer shall be entitled during each year to four week's vacation. The
     vacation shall be taken at the time or times as the Board of Directors may
     determine. The Officer shall be allowed to carry forward any unused
     vacation into the next calendar year but not further.

(11) DISABILITY

o    If the Officer shall at any time by reason of illness or mental or physical
     disability by incapacitated from performing his duties and at the request
     of the Company, furnish to the Company satisfactory evidence of the
     incapacity and the cause of it, he shall receive his full remuneration for
     the first three months or any shorter period and one-half of his full
     remuneration for the subsequent three consecutive months during which the
     incapacity shall continue. If the Officer shall continue to be
     incapacitated for a longer period than six consecutive months or if he
     shall be incapacitated at different times for more than six months in the
     aggregate in any period of one year, then in either case his employment and
     appointment shall, at the option of the Company, immediately terminate.


(12) TERMINATION OF EMPLOYMENT

o    If the Officer's employment is terminated for any reason whatsoever except
     as defined below the Officer shall receive the appropriate portion of the
     Officer's Compensation, Benefits and fully earned bonus remuneration (if
     any) in respect to the balance of the full two year term of this contract
     which commenced January 1 1999.

     The parties understand and agree that this Agreement may be terminated in
     the following manner in the specified circumstances:

     By the Officer, at any time, for any reason, on the giving of six months'
     written notice to the Company. The Company may waive notice, in whole or in
     part.

o    By the Company, in its absolute discretion, without any notice for cause.
     For the purposes of this Agreement, cause includes the following:

o    any material breach of the provisions of this Agreement;

o    the commission of any act of bankruptcy by the Officer or compounding with
     his creditors generally;

o    conviction of the Officer of a criminal offence punishable by indictment,
     where the cause is not prohibited by law;

o    any mental or physical disability or illness which results in the Officer
     being unable to substantially perform his duties for a continuous period of
     150 days or for periods aggregating 180 days, in any period of 365 days.
     Failure by the Company to rely on the provision of this paragraph in any
     given instance or instances, shall not constitute a precedent or be deemed
     a waiver.

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o    The parties understand and agree that the giving of notice by the Company
     to the Officer on termination of the Officer's employment shall not prevent
     the Company from alleging cause for the termination.

o    On termination of employment the Officer shall immediately resign all
     offices held (including directorships) in the company.

(13) COMPANY PROPERTY

o    The Officer acknowledges that all items of any and every nature or kind
     created or used by the Officer pursuant to the Officer's employment under
     this Agreement, or furnished by the Company to the Officer, and all
     equipment, automobiles, credit cards, books, records, reports, files,
     manuals, literature, Confidential Information or other materials shall
     remain and be considered the exclusive property or the Company at all times
     and shall be surrendered to the Company, in good condition, promptly on the
     termination of the Officer's employment irrespective of the time, manner or
     cause of the termination.

(14) ASSIGNMENT OF RIGHTS

o    The rights which accrue to the Company under this Agreement shall pass to
     its successors or assigns. The rights of the Officer under this Agreement
     are not assignable or transferable in any manner.

(15) NOTICES

o    Any notice required or permitted to be given to the Officer shall be
     sufficiently given if delivered to the Officer personally or if mailed by
     registered mail to the Officer's address last known to the Company.

o    Any notice required or permitted to be given to the Company shall be
     sufficiently given if mailed by registered mail to the Company's Head
     Office at its address last known to the Officer.

(16) SEVERABILITY

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

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(17) ENTIRE AGREEMENT

o    The contract constitutes the entire Agreement between the parties with
     respect to the employment and appointment of the Officer and no
     representations, promises, agreements or understandings, written or oral,
     express or implied, not contained in this Agreement, shall be valid or
     binding unless it is in writing and signed by the party intended to be
     bound. No waiver of any provision of this Agreement shall be valid unless
     the same is in writing and signed by the party against whom the waiver is
     sought to be enforced; moreover, no valid waiver of any provision of this
     Agreement at any time shall be deemed a waiver of any other provision of
     this Agreement at the time or shall be deemed a valid waiver of the
     provision at any other time.

(18) MODIFICATION OF AGREEMENT

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

(19) HEADINGS

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

(20) GOVERNING LAW

o    This Agreement shall be construed in accordance with the laws of the State
     of Nevada.


IN WITNESS WHEREOF this Agreement has been executed by the parties to it, the
day, month and year first written above.

SIGNED, SEALED AND DELIVERED in the presence of:


                                         COI SOLUTIONS INC.

                                         per:__________________________________
                                         "I have authority to bind the company"


                                         CREATIVE SPIN INC..

                                         per:__________________________________
                                         "I have authority to bind the company"

      _________________________          ______________________________________
               WITNESS                            G.W. EVANS


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