EXHIBIT 10.23

  THIS ADDENDUM has been made effective as of the 1 day of November, 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:

-     (same  as:  April  1,  2003  Schedule  "A"  attached  hereto)

     Employee's  Position  &  Title:

-     Senior  Vice  President,  Legal  Affairs

     Employee's  Duties  &  Responsibilities:

-     Manage,  Co-ordinate  and  supervise  all  legal  affairs of the companies
-     Manage  and  supervise  all  IP  and  Trademark  Compliance
-     Manage  and  supervise  all  legal  technology  and  intellectual property
transactions
-     Manage and Supervise Audit Consolidation with Canadian auditors and Parent
Company  auditors  and  US  counsel  for  NASD  Application
-     Manage  Legal  Correspondence  to  be  provided to Parent Company for NASD
Application
-     Ensure  public  communication  compliance  with  Sarbanes  Oxley
-     Manage  employment litigation matters and settlements in coordination with
HR
-     Patent  and  Domain  Registration  Management
-     Corporate  Finance  -  Lead  Attorney  Management
-     CDN  &  US  Cross  Border  Legal  Management
-     Compensation  Committee  -  supervise  and  manage
-     Any  other  duties  as  might be assigned by the Board of Directors of the
Company  or  Board  of  Directors  of  its  Parent  Company.

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

     Commencement  Date:  November  1,  2004

     Evaluation  Date:    December  1,  2005

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

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

(a)     Wages:  $10,416.66  CAD  per  Month  (review  pending  3 and 6 months
thereafter)

(b)     Employee  Stock  Options,  if  any:

-     (same  as:  April  1,  2003  Schedule  "A"  attached  hereto)

(c)     Bonuses:

-     (same  as:  April  1,  2003  Schedule  "A"  attached  hereto)


                                      E-50
<PAGE>

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

     Description  of  the  Benefits  available:

-     (same  as:  April  1,  2003  Schedule  "A"  attached  hereto)

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 $3,000.00 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.

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.


                                      E-51
<PAGE>

-     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/ Leslie  Ames
----------------
Leslie  Ames
_________________________________
Title  of  Employee
_________________________________
Social  Insurance  Number  of  Employee


AGREED  AND  ACCEPTED  TO:

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


                                      E-52
<PAGE>