EXHIBIT 10.26

                      Employment & Participation Agreement

  THIS AGREEMENT made effective as of the 10 day of December, 2002.
                                          --        --------

BETWEEN:     CANONLINE  MEDIA CORPORATION, a company duly incorporated under the
             ----------------------------
laws  of  the  Province  of  British Columbia having an office at #300-1311 Howe
Street,  Vancouver,  British  Columbia,  Canada  V6Z  2P3  (herein  called  the
"Company")
                                                               OF THE FIRST PART

AND:          Melanie Thomson 2203-1331 West Georgia St, Vancouver BC Canada V6E
4P1
                (604) 728.3549   SIN:___________________________

                 ______________________________________________
    (full legal name and address - include social security/insurance number)
                    (herein  called  the  "Employee")

                                                              OF THE SECOND PART

WHEREAS:

A.     The Company carries on the business of conducting scientific research and
development  in  the  areas of computer software and internet communications and
marketing  and  distributing  its various online products and services.  In this
Agreement  where  the  context  requires,  the  term "Company" will refer to and
include  CanOnline  Media  Corporation,  its parent corporation CanOnline Global
Media  Inc.  (USA),  affiliates  and  subsidiaries.

B.     It  is  deemed  to  be  in the best interest of the Company to obtain the
benefit of the services of the Employee as described in Schedule "A" relating to
the  Company's  business  and  the  Company wishes to engage the services of the
Employee  pursuant  to  the  terms  and  conditions  of  this  Agreement.

NOW THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the respective
covenants  and  agreements  hereinafter  contained,  the parties hereto agree as
follows:

1.     Recitals  Incorporated  in  Agreement
       -------------------------------------

The  above  mentioned  recitals  are  hereby incorporated into this Agreement by
reference and are deemed to be true representations of the relevant party hereto
as  the  context  implies.

2.     Engagement
       ----------

The  Company hereby contracts the Employee to provide the Employee's services as
set  forth  in Schedule "A" for the Term (as hereinafter defined).  The Employee
hereby  accepts  such  engagement on the following terms and conditions. Without
limiting  the  foregoing  it  is  mutually  agreed  that during the Term of this
Agreement,  the  Employee  will be responsible to the management of the Company,
and  that  the services agreed to be provided by the Employee will be consistent
with  those  of the Employee's Job Description or as such Job Description may be
amended by the Company from time to time. The Employee will perform all assigned
functions  to  the  satisfaction  of  the  management  of  the  Company.

3.     Time  and  Effort  -  Compliance  with  Policies
       ------------------------------------------------

The  Employee must apply his full time attention and ability to the business and
affairs  of  the  Company and shall well and conscientiously service the Company
during  the Term.  It is mutually agreed that the Employee will diligently abide
by the regulations, instructions, directions and project policies of the Company
and  its  management.

4.     Non-Disclosure
       --------------

Except  as required in the performance of the Employee's duties pursuant to this
Agreement,  the  Employee  must  not  during the Term or for a period of two (2)
years  after  termination  of this Agreement divulge, publish or disclose in any
manner  or  medium  electronic  or  otherwise,  confidential  information of the
Company  or  its affiliates or any trade secrets thereof to any person or entity
without  the  prior  written  consent  of the Company. In addition, the Employee
agrees  to  execute  and  be absolutely bound by the terms and conditions of the
Employee's Confidentiality and Non-Circumvention Agreement (the "NDA Agreement")
in  the form attached hereto as Schedule "B". Without limiting the generality of
the  foregoing,  the  Employee  further  agrees  that  during  the  Term of this
Agreement  and  any  extensions thereof, and for a period of two (2) years after
the  Termination Date the Employee agrees that the Employee will not directly or
indirectly  approach  the Company's customers, clients, or suppliers of services
of  a  proprietary nature in any manner whatsoever for any purpose. In addition,
without  limiting  the  generality of the foregoing, the Employee further agrees
that  the  Employee is prohibited from discussing, commenting, making remarks of


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any  kind,  any  matters  that  might  directly  or indirectly be related to the
projects,  products, methods, strategies, services and operations of the Company
to  individuals or parties outside of the facilities or place of business of the
Company  without  prior  written  consent.

5.     Permitted  Investments  and  Activities
       ---------------------------------------

Nothing  in  this  Agreement shall restrict or impede the Employee from holding,
re-investing  or  liquidating investments held by him at the date hereof or from
participation  in  any  other  investment,  activity or business so long as such
participation

     (a)     is  not  contrary  to  the  interests  of  the  Company;  or

     (b)     does not make it impossible for the Employee to properly fulfil his
duties  hereunder.

6.     Term
       ----

Subject  to  the  provisions  hereof  the  term  of  the  Employee's  rights and
obligations  (the  "Term")  will  commence on the Commencement Date set forth in
Schedule  "A"  (the  "Commencement Date") and will terminate, without severance,
fees  or  other  payments  due  from  the  Company  to the Employee on the first
occurring  of  the  following:

     (a)     upon the Termination Date, if any, set forth in Schedule "A" or any
extensions  thereof  that  might  be  mutually  agreed  to  by  the parties (the
"Termination  Date");  or

     (b)     upon the Employee providing the Company with two (2) clear calendar
weeks's  written  notice  of  its  intent  to  terminate;  or

     (c)     upon  the  Company  providing  the  Employee  written  notice which
includes  full  particulars  of the cause relied upon advising the Employee that
the  Employee  has  committed  an  act  which, if he or she were employed by the
Company,  would  constitute  just  cause  for  dismissal  at  common law and the
Employee being unable or unwilling to correct the wrong within seven (7) days of
the  notice  being  received.

Notwithstanding  the  foregoing, the continued employment of the Employee by the
Company  pursuant to this Agreement is subject to a review and evaluation of the
performance  of  the  Employee  by  the management of the Company six (6) months
following  the  Commencement Date or a soon thereafter as is reasonably possible
(the "Review"). If the Company, in its sole absolute discretion, determines that
the  Review  indicates  that the performance of the Employee is not satisfactory
then  the  employment  of  the  Employee  and  the Term of this Agreement may be
immediately  terminated  by  the Company upon the Company providing the Employee
written  notice  of  its  decision  and the effective date of the termination of
employment. In that event, the Employee will only be entitled to receive payment
of  the Employee's wages up to the effective date of termination. This Agreement
will also be terminated as of such date except for Paragraphs 4, 14, 15, 16, 17,
18  and  25  hereof,  which  Paragraphs  shall  continue  in  force.

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

The  Company  will pay and the Employee agrees to accept as compensation for all
the  services  to  be  rendered  hereunder for the Term, the remuneration as set
forth  in  Schedule  "A"  hereto.  The  Employee agrees that all deductions from
source  required  to  be made by the Company in respect of the employment of the
Employee  including,  without limitation, federal income tax deductions, Workers
Compensation,  Unemployment  Insurance,  Canada Pension or like payments will be
made  by  the  Company and the Employee agrees to hold the Company harmless from
any  claim  made  by  any  competent  government  authority  for  taxes or other
deductions  which  might  have  been  made  by  the  Company.

8.     Benefits
       --------

The  Employee  shall be entitled to participate in all benefits available in the
benefit  plans  that  the  Company  might  establish, from time to time, for its
employees  (the "Benefits") at the Company's actual cost. The available Benefits
as  of  the  Commencement  Date  of this Agreement are described in Schedule "A"
hereto.


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9.     Holidays
       --------

The  Employee  will be entitled to the number of weeks in each year as set forth
in  Schedule  "A", the time of which will be agreed by Company and the Employee,
during  which  no  services  are  required  to  be  rendered  hereunder.

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

The  Company  agrees  to reimburse the Employee for all necessary and authorized
expenses reasonably incurred in connection with the provision and performance of
services  hereunder  and  for which statements and receipts are submitted to the
Company, including authorized travel and other expenses incidental to the duties
undertaken  hereunder. The Company agrees to pay the Employee for his use of the
Employee's  vehicle  for  Company  business  as  set  forth  in  Schedule  "A".

11.     Offices  and  Staff
        -------------------

The Company, at its own cost, will provide the Employee with appropriate offices
and  staff  assistance if necessary or required, which offices and staff will be
located  at  the  Company's  operations  in Greater Vancouver Metropolitan Area,
British  Columbia, which will be the Company's place of business during the Term
unless  the  business  of  the  Company requires a relocation of its operations.

12.     Termination
        -----------

If the Company terminates this Agreement because of the neglect, incompetence or
breach  of  fiduciary  duty  of  the  Employee, or otherwise for just cause, the
Employee  will  not be entitled to receive any severance payment or remuneration
except  the  fees  payable up to and including the effective date of termination
and  the  amount due from the Company to settle any pre-existing debt or service
obligation.

13.     Illness  or  Disability
        -----------------------

If  the Employee shall, by reason of illness or mental or physical disability or
incapacity,  fail  for  any  two (2) consecutive calendar months in any calendar
year  or  for three (3) months in the aggregate in any successive calendar years
to  perform  the Employee's duties hereunder, the Company may by two (2) months'
notice  in  writing  to  the  employee  terminate the employment of the Employee
hereunder,  in  which event this Agreement, except for Paragraphs 4, 14, 15, 16,
17,  18  and  25  hereof,  which  Paragraphs  shall  continue  in force, and the
employment  of the Employee pursuant to this Agreement will be wholly determined
upon  the  two  (2)  months' notice contained in the written notice given by the
Company  to  the  Employee,  and  the  Employee  shall have no claim against the
Company  for  damages  or  otherwise  for such termination except in respect for
remuneration  as  provided  for  in  Paragraph  7  above  to  the  date  of such
termination.

14.     Intellectual  Property  Rights
        ------------------------------

The  Employee  acknowledges and agrees that the Company is engaging the services
of  the  Employee to benefit the Company and its various businesses and projects
and  that  the Employee is being fully compensated for his services by virtue of
the  remuneration  that  the  Employee  agrees to accept as provided for in this
Agreement.  Accordingly,  the  Employee acknowledges and agrees that the Company
is  and at all times will be the sole and absolute owner of all right, title and
interest  in and to all copyright, patents, trademarks and all other proprietary
and  intellectual property rights relating to the business and operations of the
Company  and  the  services  performed  by  the  Employee  for  the Company, its
affiliates  and  subsidiaries  (collectively  called  the "Intellectual Property
Rights").  The  Employee  agrees to waive all so called "moral rights" under any
applicable  copyright  legislation.  The  Employee  further  agrees  that at the
request  of the Company, the Employee will duly and promptly execute and deliver
to  the  Company  assignments  or  transfers of any of the Intellectual Property
Rights  in  the prescribed manner together with all necessary related prescribed
documentation  (the  "Transfers").  The Transfers shall be in favour of and name
the  Company, or any third party designated by the Company, as the transferee or
assignee,  at  no  cost  to  the  Employee.  The Employee hereby irrevocably and
absolutely designates and appoints the Company as his Attorney-in-Fact with full
power  and  authority to duly execute and deliver any Transfers on behalf of and
in  the  name  of  the  Employee  if the Employee is unable or unwilling to duly
execute  and  deliver  any  Transfers  to the Company. The provisions of the NDA
Agreement  attached  hereto as Schedule "B" shall also govern matters pertaining
to  the  Intellectual  Property  Rights.


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15.     Restrictive  Covenant
        ---------------------

The  Employee  hereby  agrees  that  if  the employment of the Employee with the
Company  is  terminated  for  any  reason  whatsoever, that the Employee will be
restricted in his/her business activities for a period of two (2) years from the
date  of such termination from directly or indirectly at any time carrying on or
engaging  in  or being concerned in any trade, operations or business similar to
that carried on by the Company, or from giving any advice to or guaranteeing the
debts  of  or  obligations of, either directly or indirectly, anyone involved in
any  such  trade,  operation  or  business anywhere within Canada and the United
States  of  America.

16.     Indemnification
        ---------------

The  Employee  agrees  that  the Employee will indemnify the Company and hold it
harmless  against any claim or action for infringement of copyright or any other
intellectual  property  or other proprietary right arising from or in connection
with  the  use  of  material contributed by the Employee under the terms of this
Agreement,  provided  that  this  indemnity  shall  not extend to such claims of
infringement  of  copyright  or  other  intellectual  property rights based upon
material  supplied  by  the  Employee  and  in respect of which the Employee had
previously  advised  the  Company in writing that the Employee does not hold the
appropriate  intellectual  property  rights.

17.     Return  of  Records
        -------------------

On  termination  of this Agreement for any reason, the Employee agrees to return
to  the  Company,  as  it  may  direct  and at the Employee's cost, all business
records,  correspondence,  files,  technical  data,  equipment samples and other
material  or  records  in  his  possession  at  the time of such termination and
belonging  to  or  supplied  by  the  Company,  its  customers,  suppliers  or
shareholders.

18.     Equipment
        ---------

It  is mutually agreed that the Employee will be responsible for the custody and
care  of any equipment or supplies of the Company or other person or entity that
the  Employee might use in the performance of the Employee's services herein. It
is  further  agreed that no equipment purchased and provided for the Employee by
the  Company  may  leave  the  premises  of the Company without authorization or
consent  from  two  additional  principals  or  supervisors. The Employee hereby
understands  and  agrees  that  breach  of this section may cause for his or her
immediate  termination  under  the  terms  and  conditions  of  this  Agreement.

19.     Monitoring  of  Employee
        ------------------------

The Employee acknowledges, understands and agrees that the Company is developing
and  possesses  certain confidential proprietary information, materials, systems
and  trade  secrets  including,  without  limitation,  technical,  business  and
financial  information  that  if  disclosed could result in substantial loss and
damage  to  the Company. Accordingly, the Employee acknowledges, understands and
agrees  that  the  Company  must  protect  its  confidential  and  proprietary
information  by  utilizing  a variety of monitoring and surveillance systems and
equipment  that  will monitor and observe the Employee and the activities of the
Employee  as  well  as  other employees including, without limitation, video and
audio surveillance recording systems, interception of communications made by and
to  the  Employee,  monitoring  of  Employee's  telephone  conversations,  and
monitoring  of  Employee's  computer activities.  The Employee hereby agrees and
consents  to  being  subject to all such monitoring and surveillance systems and
activities  whether  performed  directly  by  the  Company or by any third party
acting  on  the  Company's  behalf.

20.     Non-Waiver  of  Contractual  Rights
        -----------------------------------

The  failure of either party to enforce any provision of this Agreement will not
be  construed  as  a  waiver or limitation of that party's right to subsequently
enforce  and  compel  strict  compliance  with  each and every provision of this
Agreement.

21.     Insurance
        ---------

The  Company  reserves  the  right  to  retain life insurance on the life of the
Employee  in an amount that the Company determines.  The costs of such insurance
will be borne entirely by the Company and the benefits of such insurance will be
entirely  the  property  of  the  Company.


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22.     Assignment
        ----------

This  Agreement  is  not assignable by the Employee. The Company may assign this
Agreement  without  the  consent  of  the  Employee.

23.     Modification
        ------------

No  modification  of  this  Agreement  will  be valid unless made in writing and
signed  by  the  parties  hereto  and  the  execution  by  the  Company  of such
modifications  will  be  in  accordance  with  its  Articles.

24.     Governing  Law
        --------------

This  Agreement shall be construed and enforced pursuant to the laws in force in
the  Province  of  British Columbia and Canada each of the parties' attorneys to
the  jurisdiction  of  the  Courts  of  the  Province  of  British  Columbia.

25.     Arbitration
        -----------

All  disputes arising out of or in connection with this Agreement that cannot be
settled  from  discussion and mutual agreement of the parties, shall be referred
to  and finally resolved by arbitration under the "Rules For Domestic Commercial
Arbitration  Proceedings"  of  the  British  Columbia  International  Commercial
Arbitration  Centre ("BCICAC").  The appointing authority will be the BCICAC and
the  case  will be administered by BCICAC in accordance with its "Procedures for
Cases  under  the  BCICAC  Rules".  The  place of arbitration will be Vancouver,
British  Columbia.  If  any of the foregoing rules or facilities for arbitration
are  not  in  force  or available at the time that any arbitration is to be held
then  the  parties  must  mutually  agree  to  alternative  arbitration rules of
procedure  or  facilities,  as  the  case  may  be.

26.     Notice
        ------

Any  notice required or permitted to be given in respect of this Agreement shall
be  validly  given  if  in  writing  and  either hand delivered, communicated by
facsimile  transmission  or  sent  by  prepaid  mail to the other party to their
respective  addresses  or  fax  numbers  appearing  on  the  first  page of this
Agreement,  or  to such other address or fax number as a party hereto may notify
the  other  party  in  writing. Any notice which is hand delivered to a party or
sent  by  facsimile  transmission shall be deemed to be delivered on the date of
such  hand delivery or facsimile transmission and notices mailed by prepaid post
shall  be  deemed  delivered  on the second business day following such posting.

27.     Severability
        ------------

If  any  provision  of this Agreement is unenforceable or invalid for any reason
whatever,  such  unenforceability  or  invalidity  shall  not  affect  the
enforceability  or  validity  of  the remaining provisions of this Agreement and
such  provisions  shall  be  severable  from  the  remainder  of this Agreement.

28.     Entire  Agreement
        -----------------

The  provisions  herein  and  in  the Schedule hereto constitute and contain the
entire  employment  agreement  between  the  parties and supersedes all previous
understandings,  communications,  representations and agreements, whether verbal
or  written,  between  the  parties  with  respect to the subject matter hereof.

IN  WITNESS WHEREOF this Agreement was duly executed by the parties hereto as of
the  day  and  year  first  above  written.


CANONLINE  MEDIA  CORPORATION )
                              )
                              )
                              )
Per:  ________________________)                           [Corporate Seal]
                              )
                              )
                              )
Per:  ________________________)
                              )



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SIGNED,  SEALED  &  DELIVERED   )
BY THE EMPLOYEE in the presence )
of:                             )
                                )
                                )
________________________________)     _____________________________
Signature  of  Witness          )          THE  EMPLOYEE
                                )
                                )
________________________________)
Address  of  Witness            )
                                )
________________________________)
Occupation  of  Witness         )



                                      E-61
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                                  SCHEDULE "A"
                                  ------------

 Section numbers listed below correspond to Paragraph numbers in the Agreement.

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

     Description  of  the  Employee's  skills  and  services:

-     Administration,  Operations  and  Human  Resource  Manager  (see: attached
Resume  of  Record)

     Employee's  Position  &  Title:

-     Operations  &  Human  Resource  Administration  Manager

     Employee's  Duties  &  Responsibilities:

-     Organize  &  Implement  Operational & Administrative Management of Company
-     Organize  &  Implement  Corporate  Protocols  and  Tasking
-     Manage  Human  Resource  Related  Duties  and  Tasks
-     Duties  as  assigned  by  Management


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

     Commencement  Date:  December  12,  2002
                          -------------------

     Termination  Date:
                          -------------------

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

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

(a)     Wages:  $3,000 CAD per Month (review pending 3 and 6 months)
                --------------------

(b)     Employee  Stock  Options, if any: If the Employee remains an employee of
the  Company  one  year  following  the  Commencement Date of the Term, then the
Employee  will be entitled to participate in the Company's Employee Stock Option
Plan.

(c)     Bonus  to  be  determined  on  performance  on  an  annual  basis.

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

     Description  of  the  Benefits  available:

-     Full  Extended  Medical  after  3  months  of  Service
-     Full  Dental  after  6  months  of  Service

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

     Number  of  weeks  of  holiday  available  to  the  Employee:

-     2  weeks  after  first  year
-     Statutory  Holidays


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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.

-     To  be  determined  by  Management
-     Reasonable  Parking  Disbursement  or  facilitation  of  parking  space

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

-     Employee  under  review  and probationary period for no less than 3 months
and  no  greater than 6 months. Employee can be terminated prior to 3 months for
cause  pursuant  to the terms and conditions of this Agreement without severance
or  additional  compensation.

-     Employee  under  temporary  status  pending  delivery  and satisfaction of
necessary  reference  checks and additional background information. Employee has
limited  security  access  pending  review  of  grind  period.

-     Security  Level  3.  -  Employee  has supervised and accompanied access to
sensitive  level  networking,  design  and project operations. Employee does not
have  access  to  operation  and development networking facilities, HUB-Central,
BKOPS-Central,  SERV-Com  or  to  any security sensitive equipment and hardware.
Employee  does not have clearance to conduct electronic transmissions of company
related data or material of any kind outside the premises of the Company without
prior authorization. Employee cannot conduct or carry out project tasks specific
to  the  Company  outside  of  office  facilities  or  acquire copies of project
materials  or  data  in  any  medium  for  the  purposes  of offsite operations,
distribution, presentation or general possession without authorization. Employee
is  introduced  to  projects  or assignments on a project by project basis only.

-     Employee  cannot  conduct  third  party  consultation  work  or  contract
assignments  similar  to that of the projects of the Company as described within
this  Agreement.  Employee  must  disclose  such  intentions for the purposes of
authorization,  assessment  or  termination  of employment as mutually agreed as
part  of  the  special  particulars  of  this  Employee  Agreement.


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