EXHIBIT 10.19

                                  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:

-     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")


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-     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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