EXHIBIT 10.4

                                  SCHEDULE "A"
                                  ------------

  THIS ADDENDUM has been made effective as of the  1  day of DECEMBER, 2004.
                                                  --         --------------
This Schedule supersedes any previous Schedule "A" attached hereto for reference
and  forms  an  integral  part  of the entire Key Principal Employment Agreement
originally  entered  into  by  the  Company  and  Principal.

This  Addendum  has  been  made  pursuant to a certain performance evaluation or
position  review  conducted  by Operations - Human Resources in conjunction with
the  Board  of  Directors  of  the  Company.

Recital     B.  and  Paragraph  2.  Engagement
-------     ----------------------------------

     Description  of  the  Employee's  skills  and  services:

-     SEE  ORIGINAL  SCHEDULE  "A"  DATED  APRIL  1,  2001

     Employee's  Position  &  Title:

-     VICE  PRESIDENT  PRODUCT  MANAGER

     Employee's  Duties  &  Responsibilities:

-     Provide  the  product  definition  and  requirements  planning process for
specific  product  releases  (Functional  Specifications).
-     Document  and  communicate  release-specific  feature  and  performance
requirements,  user  scenarios,  and  acceptance  criteria.
-     Work  in  close  partnership  with  cross-functional teams (e.g., network,
operations,  pricing,  underwriting, information services, sales, legal) to help
orchestrate  product  releases,  make  trade-off's,  establish  priorities,  and
resolve  feature  implementation  issues.
-     Collaborate  with  product  marketing  on  solution  positioning,  value
proposition,  market  segmentation,  customer  qualification,  and  sales tools.
-     Collaborate  with  sales  and  sales support to identify opportunities for
differentiation  and  competitive  advantage.
-     Work  with  an  engineering  counterpart  to  define  product  release
requirements
-     Work  with  marketing  communications  to  help  define  the  go-to-market
strategy  understanding  the  product  positioning,  key  benefits,  and  target
customer,  and  ensure  that  key  messages and programs are consistent with the
solutions  strategy.
-     Assist  in  refinement  of  the  product  roadmap  taking into account the
market,  competition,  customer  needs,  and  business  objectives.
-     Assist  market  intelligence  with  the  creation  of regional competitive
bulletins  and  executive  summaries  on  market  trends.
-     Work  with  the  market  research team to gather and prioritize market and
customer  requirements  via  customer  interaction  and  market  research.
-     Direct  user  research  to  define  user  needs  and  provide  feedback.
-     Lead  usability  testing  and  the  translation  of  these  results  into
requirements.

Paragraph  6.  Term
-------------------

     Commencement  Date:  December  1,  2004
                          ------------------

     Evaluation  Date:    May  1,  2005
                          ------------------

Paragraph  7.  Remuneration
---------------------------

     Description  of  the  Employee's  Remuneration  and terms of payment, etc.:

(a)     Wages:  $90,000.00  CAD_  per  annum

(b)     Employee  Stock  Options,  if  any:


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-     Terms and conditions of any Stock Grants or Stock Options will be provided
for  and  governed  by a separate and independent agreement issued by its parent
company  (the  "Stock  Agreement")

-     If the Principal is terminated or resigns for any reason, the treatment if
any  issued  Stock Grants or Stock Options after such termination or resignation
will  be  determined  and  governed by such Stock Agreement issued by its parent
company.

(c)     Bonuses:  To  be  determined  on  performance  on  an annual basis to be
solely  determined  by  direct  management or Board of Directors of the Company.

Paragraph  8.  Benefits
-----------------------

     Description  of  the  Benefits  available:

-     Full  Medical  &  Dental  Benefits
-     Full  Travel  and  Key  Man  Insurance  of  $1,000,000.00
-     Full  Directors  &  Officers  Liability  Insurance

Paragraph  9.  Holidays
-----------------------

     Number  of  weeks  of  holiday  available  to  the  Employee:

-     4  weeks  holiday
-     Statutory  holidays

Paragraph  10.  Expenses  and  Automobile
-----------------------------------------

     The  Company  agrees  to  pay  Employee  mileage  at the rate of $_____ per
kilometre  for his use of the Employee's vehicle for Company business or $______
per  month  whichever  is  greater.

-     Principal  has  up to $2,000.00 a month in personal expense allowance as a
taxable  benefit.  Principal  must provide for valid receipts at the end of each
month  prior  to  reimbursement.  Source  income/benefit  deductions will not be
deducted  immediately from such personal expense allowance until the end of each
fiscal  year.

-     Principal  may  submit  valid  receipts for reasonable meals, gasoline and
travel  expenditures  that  are  directly  attributed  to  the  normal course of
business  of  the  Company.

-     At  the  financial  affordability of the Company, the Principal may at his
election,  be provided with a lease vehicle of no greater than $750 per month in
lease  payments every three years and the Company agrees to provide such vehicle
and  all necessary maintenance, up-keep and insurance coverage for his sole use.
The Principal agrees that such lease vehicle will be the property of the Company
during his use and in the event of his termination or resignation, the Principal
shall  have  an  option to purchase or assume the lease vehicle from the Company
under  terms  to  be mutually determined by the Principal and the Company at the
time  of  such  event.  In  the event the Company can not afford to provide such
lease  vehicle  during  the duration of the Term of the Agreement, the Principal
agrees  that  he  cannot  claim  for  any  past  loss  of  this  benefit.

-     Reasonable  Parking  Disbursement  or  facilitation  of  parking  space.


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Special  Particulars  (If  any)
-------------------------------

-     Security Level (Black). - Principal has complete access to sensitive level
networking,  design  and  project  operations.

-     Principal has special authorization to have complete access and attendance
to  all  Board  Meetings  conducted  by the Board of Directors of the Company or
Board  of  Directors  of  its  Parent  Company.

-     Principal  cannot  conduct  third  party  consultation  work,  carry  out
part-time  employment or contract assignments similar to that of the projects or
operations of the Company. Principal understands and agrees that the Company may
at  its  sole right without notice, terminate the employment of the Principal in
the  event  a  breach  of this particular is discovered with prior disclosure or
authorization  as  specifically  described  herein.

AGREED  AND  ACCEPTED  TO:

/s/ Ricardo  Rosado
-------------------
Ricardo  Rosado
Vice  President  Product  Manager


AGREED  AND  ACCEPTED  TO:

_________________________________               ________________________________
Authorized  Signatory  -  Human  Resources      Authorized Signatory -
                                                Officer  /  Director


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