EXHIBIT 10.45




                      FORM OF BONUS COMPENSATION AGREEMENT

THIS document sets forth an agreement  made and entered into effective as of the
--------------------, by and between,

E*Comnetrix,  Inc., a company  duly  incorporated  under the  Canadian  Business
Corporation  Act,  having its registered  office at 1100-1055 West Hastings St.,
Vancouver, British Columbia, V6E 2E9, ("ECOM"), and

----------------------------------------------------- ("Employee")

WHEREAS:

a. ECOM is a reporting  issuer  whose  shares are listed for trading on the NASD
Over the Counter Bulletin Board; and

b. ECOM  wishes to  compensate  Employee  for the  performance  of  services  as
function of ECOM's stock price performance;

NOW THEREFORE,  in consideration of the covenants and agreements  herein and the
payment  of $1  made  by  each  party  to  the  other,  and  good  and  valuable
consideration,  the receipt and  sufficiency  of which is  acknowledged  by each
party, the parties agree as follows:

1.  COMPENSATION

1.01 ECOM agrees  that,  if the closing bid price as quoted on the NASD Over the
Counter Bulletin Board or other recognized U.S. Stock Exchange for ECOM's common
stock  should meet or exceed the  following  price  thresholds  on or before the
following  dates (the "Event Date") then ECOM will pay to employee  compensation
(the "Bonus") as follows:

a.  closing bid price of -------- on or before  --------------------  a Bonus of
---------- US dollars ($------------------- US), and

b.  closing bid price of -------- on or before  --------------------  a Bonus of
---------- US dollars ($------------------- US), and

c.  closing bid price of -------- on or before  --------------------  a Bonus of
---------- US dollars ($------------------- US), and

d.  closing bid price of -------- on or before  --------------------  a Bonus of
---------- US dollars ($------------------- US), and

1.02  All compensation hereunder shall be paid by ECOM in the form of cash.

1.03  All  compensation  hereunder  shall  be in  addition  to  employees  other
compensation agreements with ECOM or its subsidiaries.

1.04 Employee  acknowledges  that all Bonuses paid are subject to applicable tax
withholdings.

1.05  Notwithstanding  any other provision  contained herein, ECOM shall have no
obligation  to pay any Bonus if  Employee  ceases to be  employed by ECOM or its
subsidiaries  and if an  Event  Date  passes  without  a Bonus  becoming  due to
Employee then Employee will be entitled to no compensation or remuneration  with
respect to that Event Date.

2.  TERM OF AGREEMENT

2.01 This Agreement shall terminate at the earlier of a) Employee  ceasing to be
an employed by ECOM or its subsidiaries or b) -------------------.

3.  INDEMNIFICATION

3.01 IN NO EVENT  SHALL  EITHER  PARTY BE  LIABLE  TO THE  OTHER  PARTY  FOR ANY
INDIRECT,  SPECIAL,  INCIDENTAL,  OR CONSEQUENTIAL LOSSES OR DAMAGES,  INCLUDING
WITHOUT  LIMITATION,  LOSS OF REVENUE,  LOSS OF CUSTOMERS OR CLIENTS OR SOURCES,
LOSS OF  GOODWILL OR LOSS OF PROFITS  ARISING IN ANY MANNER FROM THIS  AGREEMENT
AND THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER.

4.  MISCELLANEOUS

4.01 Each  party is  responsible  for  obtaining  its own tax and  legal  advise
relating to this  Agreement and ECOM and Finder  represent and warrant that they
have been  mutually  advised of their  right to seek legal  counsel of their own
choosing in connection with the negotiation and execution of this Agreement.

4.02 The terms and provisions  herein contained  constitute the entire agreement
between the parties and supersede all previous oral or written communications.

4.03 This  Agreement  will be governed by,  construed and enforced in accordance
with the laws of the state of  California  and the  parties  hereto  submit  and
attorn to the exclusive jurisdiction of the courts of the state of California.

4.04 In the event any provision of this  Agreement  shall be held for any reason
to be invalid, illegal or unenforceable,  such provision shall be deemed amended
or deleted only to the extent  necessary to bring it within the  requirements of
the law, and shall not affect the validity of the remaining provisions hereof.

4.05 The  prevailing  party in any court  action  over this  Agreement  shall be
entitled to recover from the other party its' attorneys fees, costs and expenses
in connection therewith, or on any appeal therefrom.

4.06 ECOM and Finder  represent  and warrant to each other that they are free to
enter into this Agreement and that they do not have any other  obligations which
may conflict with this Agreement.

4.07 This  Agreement  shall be binding upon ECOM and its  successors and assigns
and shall inure to Finders benefit and to the benefit of Finder's successors and
assigns.



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4.08 This Agreement may be executed in as many  counterparts as may be necessary
and by facsimile,  each of such counterparts so executed will be deemed to be an
original  and  such  counterparts  together  will  constitute  one and the  same
instrument and  notwithstanding the date of execution will be deemed to bear the
date as of the day and year first above written.

IN WITNESS WHEREOF this agreement has been executed as of the day and year first
above written.

E*Comnetrix, Inc.


--------------------------                   --------------------------
------------------                           -----------------------
President                                    Employee