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EXHIBIT 99.1

                            FUSA Capital Corporation

                           PROPRIETARY INFORMATION AND
                         INVENTION ASSIGNMENT AGREEMENT


        As  a  condition  of  my  becoming  employed  (or  my  employment  being
continued) by or retained as a consultant (or my consulting  relationship  being
continued  FUSA  Capital  Corporation,  a  Nevada  corporation,  with any of its
current or future subsidiaries, affiliates, successors or assigns (collectively,
the "Company",  and in consideration of my employment or consulting relationship
with the Company and my receipt of the compensation now and hereafter paid to me
by the Company, I agree to the following:

        1. EMPLOYMENT OR CONSULTING  RELATIONSHIP.  I understand and acknowledge
that this Agreement  does not alter,  amend or expand upon any rights I may have
to  continue  in the employ of, or in a  consulting  relationship  with,  or the
duration of my employment or consulting relationship with, the Company under any
existing  agreements  between the Company and me or under  applicable  law.  Any
employment  or  consulting  relationship  between the  Company  and me,  whether
commenced  prior to or upon the date of this  Agreement,  shall be  referred  to
herein as the "Relationship."

        2. AT-WILL EMPLOYMENT. I understand and acknowledge that my Relationship
with  the  Company  is and  shall  continue  to be  at-will,  as  defined  under
applicable  law,  meaning  that  either  I or  the  Company  may  terminate  the
Relationship at any time for any reason or no reason, without further obligation
or liability.

        3. PROPRIETARY INFORMATION.

               (a) COMPANY INFORMATION.  I agree at all times during the term of
my  Relationship  with  the  Company  and  thereafter,   to  hold  in  strictest
confidence,  and not to  use,  except  for the  benefit  of the  Company,  or to
disclose  to any person,  firm,  corporation  or other  entity  without  written
authorization  of the  Board  of  Directors  of  the  Company,  any  Proprietary
Information of the Company which I obtain or create. I further agree not to make
copies of such Proprietary  Information  except as authorized by the Company.  I
understand  that  "Proprietary   Information"  means  any  Company   proprietary
information,  technical.  data,  trade secrets or know how,  including,  but not
limited to, research,  product plans, products,  services,  suppliers,  customer
lists and customers (including,  but not limited to, customers of the Company on
whom I called or with whom I became acquainted during the Relationship),  prices
and costs, markets, software,  developments,  inventions,  laboratory notebooks,
processes,  formulas,  technology,  designs,  drawings,  engineering,   hardware
configuration  information,  marketing,  licenses,  finances,  budgets  or other
business  information  disclosed  to  me  by  the  Company  either  directly  or
indirectly  in  writing,  orally  or by  drawings  or  observation  of  parts or
equipment or created by me during the period of the Relationship, whether or not
during working hours. I understand that "Proprietary  Information" includes, but
is not  limited  to,  information  pertaining  to any  aspects of the  Company's
business  which  is  either   information  not  known  by  actual  or  potential
competitors of the Company or is  proprietary  information of the Company or its
customers or suppliers,  whether of a technical  nature or otherwise.  I further

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understand that  Proprietary  Information  does not include any of the foregoing
items which has become  publicly and widely known and made  generally  available
through no  wrongful  act of mine or of others  who were  under  confidentiality
obligations as to the item or items involved.

               (b) FORMER EMPLOYER INFORMATION.  I represent that my performance
of all terms of this  Agreement as an employee or consultant of the Company have
not breached and will not breach any agreement to keep in confidence proprietary
information,  knowledge or data  acquired by me in  confidence or trust prior or
subsequent to the commencement of my Relationship  with the Company,  and I will
not  disclose  to the  Company,  or induce the Company to use,  any  inventions,
confidential  or proprietary  information or material  belonging to any previous
employer or any other party.

               (c) THIRD PARTY  INFORMATION.  I  recognize  that the Company has
received and in the future will receive from third parties their confidential or
proprietary  information subject to a duty on the Company's part to maintain the
confidentiality  of such  information  and to use it only  for  certain  limited
purposes.  I agree to hold all such  confidential or proprietary  information in
the  strictest  confidence  and  not to  disclose  it to  any  person,  firm  or
corporation  or to use it except as  necessary  in' carrying out my work for the
Company consistent with the Company's agreement with such third party.

        4. INVENTIONS.

               (a) INVENTIONS RETAINED AND LICENSED.  I have attached hereto, as
Exhibit A a list describing with particularity all inventions, original works of
authorship, developments,  improvements, and trade secrets which were made by me
prior to the  commencement  of the  Relationship  (collectively  referred  to as
"Prior  Inventions"),  which  belong  solely to me or belong to me jointly  with
another,  which relate in any way to any of the Company's  proposed  businesses,
products or research and development,  and which are not assigned to the Company
hereunder;  or, if no such list is attached,  I represent that there are no such
Prior  Inventions.  If, in the course of my  Relationship  with the  Company,  I
incorporate into a Company  product,  process or machine a Prior Invention owned
by me or in which I have an  interest,  the Company is hereby  granted and shall
have a non-exclusive,  royalty-free,  irrevocable,  perpetual, worldwide license
(with the right to sublicense) to make, have made, copy, modify, make derivative
works of, use,' sell and otherwise distribute such Prior Invention as part of or
in connection with such product, process or machine.

               (b) ASSIGNMENT OF  INVENTIONS.  I agree that I will promptly make
full written  disclosure  to the Company,  will hold in trust for the sole right
and benefit of the Company,  and hereby assign to the Company, or' its designee,
all my right,  title  and  interest  throughout  the world in and to any and all
inventions,  original works of  authorship,  developments,  concepts,  know-how,
improvements  or trade secrets,  whether or not patentable or registrable  under
copyright or similar laws,  which I may solely or jointly conceive or develop or
reduce  to  practice,  or cause to be  conceived  or  developed  or  reduced  to
practice, during the period of time in which I am employed by or a consultant of
the Company  (collectively  referred to as "Inventions"),  except as provided in
Section 4(e) below. I further acknowledge that all inventions, original works of
authorship,  developments,  concepts,  know-how,  improvements  or trade secrets
which are made by me  (solely or jointly  with  others)  within the scope of and
during the period of my Relationship  with the Company are "works made for hire"
(to the greatest  extent  permitted by applicable law) and are compensated by my
salary (if I am an employee) or by such amounts paid to me under any  applicable
consulting agreement or consulting arrangements (if I am a consultant).

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               (c) MAINTENANCE OF RECORDS. I agree to keep and maintain adequate
and current  written  records of. all  Inventions  made by me (solely or jointly
with others) during the term of my  Relationship  with the Company.  The records
may be in the form of notes, sketches, drawings, flow charts, electronic data or
recordings,  laboratory  notebooks,  and any other  format.  The records will be
available to and remain the sole  property of the Company at all times.  I agree
not to remove  such  records  from the  Company's  place of  business  except as
expressly  permitted by Company  policy which may, from time to time, be revised
at the sole election of the Company for the purpose of furthering  the Company's
business.

               (d) PATENT AND COPYRIGHT  RIGHTS.  I agree to assist the Company,
or its  designee,  at the Company's  expense,  in every proper way to secure the
Company's rights in the Inventions and any copyrights, patents, trademarks, mask
work rights,  moral  rights,  or other  intellectual  property  rights  relating
thereto in any and all countries, including the disclosure to the Company of all
pertinent  information  and data with  respect  thereto,  the  execution  of all
applications,  specifications,  oaths, assignments,  recordations, and all other
instruments  which the  Company  shall  deem  necessary  in order to apply  for,
obtain,  maintain and transfer  such rights and in order to assign and convey to
the Company, its successors, assigns and nominees the sole and exclusive rights,
title and interest in and to such Inventions, and any copyrights,  patents, mask
work rights or other  intellectual  property rights relating thereto.  I further
agree that my  obligation  to execute or cause to be executed,  when it is in my
power  to do so,  any  such  instrument  or  papers  shall  continue  after  the
termination of this Agreement until the expiration of the last such intellectual
property  right to expire in any country of the world.  If the Company is unable
because of my mental or physical  incapacity or  unavailability or for any other
reason to secure my signature to apply for or to pursue any  application for any
United States or foreign patents or copyright  registrations covering Inventions
or original works of authorship  assigned to the Company as above, then I hereby
irrevocably  designate and appoint the Company and its duly authorized  officers
and  agents as my agent and  attorney  in fact,  to act for and in my behalf and
stead to execute  and file any such  applications  and to do all other  lawfully
permitted  acts  to  further  the  application   for,   prosecution,   issuance,
maintenance  or transfer of letters  patent or copyright  registrations  thereon
with the same legal force and effect as if  originally  executed by me. I hereby
waive and irrevocably quitclaim to the Company any and all claims, of any nature
whatsoever,  which  I now or  hereafter  have  for  infringement  of any and all
proprietary rights assigned to the Company.


        5. RETURNING COMPANY DOCUMENTS. I agree that, at the time of termination
of my Relationship with the Company, I will deliver to the Company (and will not
keep in my possession,  recreate or deliver to anyone else) any and all devices,
records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings,  blueprints,  sketches, laboratory notebooks,  materials, flow charts,
equipment,  other documents or property,  or reproductions of any aforementioned
items developed by me pursuant to the Relationship or otherwise belonging to the
Company,  its  successors  or  assigns.  I further  agree  that to any  property
situated on the Company's premises and owned by the Company, including disks and
other  storage  media,  filing  cabinets  or other  work  areas,  is  subject to
inspection by-Company personnel at any time with or without notice.

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        6. NOTIFICATION TO OTHER PARTIES.

               (a)  EMPLOYEES.  In the  event  that I leave  the  employ  of the
Company,  I hereby  consent to  notification  by the Company to my new  employer
about my rights and obligations under this Agreement.

               (b)  CONSULTANTS.  I hereby grant consent to  notification by the
Company  to any  other  parties  besides  the  Company  with whom I  maintain  a
consulting relationship, including parties with whom such relationship commences
after the  effective  date of this  Agreement,  about my rights and  obligations
under this Agreement.

        7.  SOLICITATION OF EMPLOYEES,  CONSULTANTS  AND OTHER PARTIES.  I agree
that during the term of my  Relationship  with the Company,  and for a period of
twenty-four (24) months immediately following the termination of my Relationship
with the Company  for any reason,  whether  with or without  cause,  I shall not
either directly or indirectly solicit,  induce,  recruit or encourage any of the
Company's  employees or consultants  to terminate  their  relationship  with the
Company,  or take away such  employees  or  consultants,  or attempt to solicit,
induce, recruit, encourage or take away employees or consultants of the Company,
either for myself or for any other person or entity.

        8. REPRESENTATIONS AND COVENANTS.

               (a) FACILITATION OF AGREEMENT. I agree to execute promptly any
proper oath or verify any proper document required to carry out the terms of
this Agreement upon the Company's written request to do so.

               (b)  CONFLICTS.  I represent that my performance of all the terms
of  this  Agreement  will  not  breach  any  agreement  to  keep  in  confidence
proprietary  information  acquired  by me in  confidence  or in  trust  prior to
commencement of my Relationship with the Company. I have not entered into, and I
agree I will not enter into, any oral or written  agreement in conflict with any
of the provisions of this Agreement.

               (c) VOLUNTARY  EXECUTION.  I certify and acknowledge  that I have
carefully read all of the provisions of this Agreement and that I understand and
will fully and faithfully comply with such provisions.

        9. GENERAL PROVISIONS.

               (a) GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Nevada, without giving effect to the principles of conflict of laws.

               (b)  ENTIRE  AGREEMENT.  This  Agreement  sets  forth the  entire
agreement and  understanding  between the Company and me relating to the subject
matter herein and merges all prior  discussions  between us. No  modification or
amendment to this Agreement,  nor any waiver of any rights under this Agreement,
will be  effective  unless in  writing  signed by the party to be  charged.  Any
subsequent change or changes in my duties,  obligations,  rights or compensation
will not affect the validity or scope of this Agreement.

               (c)  SEVERABILITY.  If one or  more  of the  provisions  in  this
Agreement are deemed void by law, then the remaining provisions will continue in
fall force and effect.

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               (d) SUCCESSORS AND ASSIGNS. This Agreement will be binding upon
my heirs, executors, administrators and other legal representatives and will be
for the benefit of the Company, its successors, and its assigns.

               (e) SURVIVAL.  The provisions of this Agreement shall survive the
termination  of the  Relationship  and the  assignment of this  Agreement by the
Company to any successor in interest or other assignee.

               (f) ADVICE OF COUNSEL. I ACKNOWLEDGE THAT, IN EXECUTING THIS
AGREEMENT,  I HAVE HAD THE  OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT  LEGAL
COUNSEL,  AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS
AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF
THE DRAFTING OR PREPARATION HEREOF.











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The parties  have  executed  this  Agreement on the  respective  dates set forth
below:

COMPANY:

FUSA Capital Corporation

Signature /s/ Jenifer Osterwalder
---------------------------------
By: Jenifer Osterwalder

Title: Chief Executive Officer

Address: 1420 Fifth Avenue, 22nd Floor, Seattle, WA 98101


EMPLOYEE:

Jenifer Osterwalder , an Individual:

Signature /s/ Jenifer Osterwalder
---------------------------------
Name Jenifer Osterwalder

Date: March 30, 2005

Address: 1055 Homer Street, Vancouver, BC, Canada, V6B1G3