EXHIBIT 10.13

                       Key Principal Employment Agreement

       THIS AGREEMENT made effective as of the 1st day of November, 2002.

BETWEEN:     CANONLINE  MEDIA CORPORATION, a company duly incorporated under the
laws  of  the  Province  of  British  Columbia having an office at 1628 West 7th
Avenue  Vancouver British Columbia, Canada V6J 1S5 (herein called the "Company")

                                                     OF THE FIRST PART

AND:          LESLIE  J.  AMES  1628 WEST 7TH. AVENUE VANCOUVER BRITISH COLUMBIA
              V6J  1S5  SIN:___________________________

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

                                                    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 Principal as described in Schedule "A" relating
to  the  Company's business and the Company wishes to engage the services of the
Principal  pursuant  to  the  terms  and  conditions  of  this  Agreement.

NOW  THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective
covenants,  conditions  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 engages the Principal to provide the Principal's services as
set  forth  in Schedule "A" for the Term (as hereinafter defined). The Principal
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  Principal will be responsible and subject to the management and
Board  of  Directors of the Company, and that the services agreed to be provided
by  the Principal will be consistent with those set forth in the Principal's Job
Description  or  as such Job Description may be amended by the Company from time
to  time.  The Principal will perform all assigned functions to the satisfaction
of  the  management  and  Board  of  Directors  of  the  Company.

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

The Principal 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 Principal will diligently abide
by  any  the  regulations,  instructions, directions and project policies of the
Company  and  its  management  and  Board  of  Directors.

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

Except as required in the performance of the Principal's duties pursuant to this
Agreement,  the  Principal  must  not during the Term or for a period of two (2)


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years  after  termination  of this Agreement divulge, publish or disclose in any
manner  or  medium  electronic  or  otherwise,  confidential  information of the
Company or any of its subsidiaries or affiliates or any trade secrets thereof to
any  person  or  entity  without  the  prior  written consent of the Company. In
addition,  the  Principal agrees to execute and be absolutely bound by the terms
and  conditions  of  the  Principal'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 Principal 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 Principal agrees that the
Principal  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  Principal  further agrees that the Principal is prohibited from
discussing,  commenting,  making  remarks of any kind, in respect of any matters
that might directly or indirectly be related to the projects, products, methods,
strategies, services and operations of the Company or any of its subsidiaries or
affiliates  to  individuals  or  parties  outside  of the facilities or place of
business  of  the  Company  without  prior  written consent from the management.

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

Nothing  in  this Agreement shall restrict or impede the Principal 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)  does  not  cause  conflict  or is not contrary to the interests of the
Company;  or

     (b)  does  not  make it impossible for the Principal to properly fulfil his
duties  hereunder;  or

     (c)  does not contain restrictions within those investments, in the case of
securities or benefits issued by the Company to the Principal as compensation or
consideration  in  kind, that would otherwise violate those restrictions on such
investments;  or

     (d)  does  not violate any applicable securities laws or relevant fiduciary
duties  afforded  by  his  position  or affiliation to the Company or any of its
subsidiaries.

6.     Term
       ----

Subject  to  the  provisions  hereof  the  term  of  the  Principal'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 Principal 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  Principal  providing  the  Company  with four (4) week's
written  notice  of  its  intent  to  terminate.

Notwithstanding  the foregoing, the continued employment of the Principal by the
Company  pursuant to this Agreement is subject to a review and evaluation of the
performance  of  the Principal by the management of the Company three (3) months
following  the  Commencement  Date  (the  "Probationary  Period")  or  as  soon
thereafter as is reasonably possible (the "Review"). If the Company, in its sole
absolute discretion, determines that the Review or Probationary Period indicates
that the performance of the Principal is not satisfactory then the employment of
the  Principal  and  the Term of this Agreement may be immediately terminated by
the  Company  upon  the  Company  providing  the Principal written notice of its
decision  and  the  effective  date  of  the termination of employment.  In that
event, the Principal will only be entitled to receive payment of the Principal'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.


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

The  Company will pay and the Principal 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 Principal agrees that all deductions from
source  required  to  be  made  by the Company, if applicable, in respect of the
employment  of  the  Principal including, without limitation, federal income tax
deductions, Workers Compensation, Unemployment Insurance, Canada Pension or like
payments  will  be  made  by  the  Company  and the Principal 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 or remitted by the Company.

8.     Benefits
       --------

The  Principal shall be entitled to participate in all benefits available in the
benefit  plans  that  the  Company  might  establish, from time to time, for its
Principals (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.

______initial

9.     Holidays
       --------

The  Principal 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 Principal,
during  which  no  services  are  required  to  be  rendered  hereunder.

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

The  Company  agrees to reimburse the Principal 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 Principal for his use of the
Principal's  vehicle  for  Company  business  as  set  forth  in  Schedule  "A".

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

The  Company,  at  its  own  cost,  will  provide the Principal with appropriate
offices  and  staff assistance if necessary or required, which offices and staff
will  be  located  at  the  Company's  operations  in  the  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  or  expansion  of  its  operations.

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

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

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

If the Principal shall, by reason of illness or mental or physical disability or
incapacity  fail  to perform, for any two (2) consecutive calendar months in any
calendar  year  or  for  three  (3)  months  in  the aggregate in any successive
calendar  years,  the  Principal's  duties hereunder, the Company may by two (2)
weeks  notice  in  writing  to  the  Principal  terminate  the employment of the
Principal 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 Principal pursuant to this Agreement will be wholly terminated
upon  giving two (2) weeks written notice given by the Company to the Principal,
and  the  Principal  shall  have  no  claim  against  the Company for damages or


                                    E - 155
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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  Principal acknowledges and agrees that the Company is engaging the services
of  the Principal to benefit the Company and its various businesses and projects
and  that the Principal is being fully compensated for his services by virtue of
the  remuneration  that  the  Principal agrees to accept as provided for in this
Agreement.  Accordingly,  the Principal 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  Principal  for the Company, its
affiliates  and  subsidiaries  (collectively  called  the "Intellectual Property
Rights").  The  Principal agrees to waive all so called "moral rights" under any
applicable  copyright  legislation.  The  Principal  further  agrees that at the
request of the Company, the Principal 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 in the
name  of  the  Company,  or  any  third  party designated by the Company, as the
transferee  or  assignee,  at  no  cost  to  the Principal. The Principal 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 Principal if the Principal 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.

______initial

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

The  Principal  hereby  agrees  that if the employment of the Principal with the
Company  is  terminated  for  any  reason whatsoever, that the Principal 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  Principal  agrees that the Principal 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 Principal 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  Principal and in respect of which the Principal had
previously  advised  the Company in writing that the Principal does not hold the
appropriate  intellectual  property  rights.

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

On  termination of this Agreement for any reason, the Principal agrees to return
to  the  Company,  as  it  may  direct and at the Principal'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.


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

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

19.     Monitoring  of  Principal
        -------------------------

The  Principal  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  Principal acknowledges,
understands  and  agrees  that  the  Company  must  protect its confidential and
proprietary  information  by  utilizing a variety of monitoring and surveillance
systems and search equipment that will monitor and observe the Principal and the
activities  of  the  Principal  as  well  as other Principals including, without
limitation,  video  and  audio  surveillance  recording systems, interception of
email and other document communications made by and to the Principal, monitoring
of  Principal's  telephone conversations, and monitoring of Principal's computer
activities.  The  Principal  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 or key-man insurance on the life
of  the  Principal  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.

______initial

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

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

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 hereto attorn
to  the  jurisdiction  of  the  Courts of the Province of British Columbia which
shall  have  exclusive  jurisdiction  in  respect  of all matters relating to or
arising  out  of  this  Agreement.

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

All  disputes arising out of or in connection with this Agreement that cannot be
settled  from  discussion between and the mutual agreement of the parties, shall
be referred to and finally resolved by arbitration under the "Rules For Domestic


                                    E - 157
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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 and appropriate
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 Schedules hereto constitute and contain the
entire  employment  agreement  between  the  parties  hereto  and supersedes all
previous understandings, communications, representations and agreements, whether
verbal  or  written,  between  the  parties  with  respect to the subject matter
hereof.



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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:  ______________________________   )
                                       )
                                       )
                                       )
Per:  ______________________________   )
                                       )


SIGNED,  SEALED  &  DELIVERED          )
BY THE PRINCIPAL in the presence of:   )
                                       )
                                       )
                                       )
_________________________________      )     _____________________________
Signature  of  Witness                 )          THE  PRINCIPAL



                                             SOCIAL INS. /SECURITY
                                       )
                                       )
_________________________________      )
Address of Witness                     )
                                       )
_________________________________      )
Occupation of Witness                  )


                                    E - 159
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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  Principal's  skills  and  services:

-     Corporate  and  Commercial  Canadian  Law
-     Entertainment  and  Technology  Licensing  Law
-     Business  and  Management  Law

     Principal's  Position  &  Title:

-     Secretary  and  Canadian  General  Counsel

     Principal's  Duties  &  Responsibilities:

-     Manage,  Co-ordinate  and  Supervise  all  legal  affairs  of  the Company
-     Manage  and  Supervise  all  IP  and  Trademark Compliance with Compliance
      Officer(s)
-     Manage  and  Supervise  all legal Technology and Intellectual transactions
-     Assist  and  HR Dispute Resolutions including supervision of all financial
      and  corporate  compliance  audits
-     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,  2002___________

     Evaluation  Date:     __________________________________

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

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

(a)     Wages:  $__5,000  CAD_  per  Month  (review  pending  3  and  6  months
thereafter)

(b)     Principal  Stock  Options,  if  any:

     1.   If the Principal successfully remains through his Probationary Period,
          then  the  Principal  will  be  entitled  to  receive  Stock Grants or
          participate  in  the  Company's  Stock Option Plan provided for by its
          Parent Company. This determination will solely be at the discretion of
          the  Board  of  Directors of the Company and the Board of Directors of
          its  parent  Company.

     2.   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").

     3.   If  the  Principal  is  terminated  or  resigns  for  any  reason, the
          treatment  of  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)     Bonus  to  be  determined on performance on an annual basis to be solely
determined  by  direct  management  or  Board  of  Directors  of  the  Company.


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

Description  of  the  Benefits  available:

-     Full  Extended  Medical  after  3  months  of  Service  subject  to  the
affordability  of  the  Company

-     Full  Dental after 6 months of Service subject to the affordability of the
Company

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

     Number  of  weeks  of  holiday  available  to  the  Principal:

-     3  weeks  after  first  year
-     Statutory  Holidays

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

     The  Company  agrees  to  pay  Principal  mileage at the rate of $_____ per
kilometre for his use of the Principal's vehicle for Company business or $______
per  month  whichever  is  greater.

-     Principal  has  up  to  $1,000  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  a  lease  vehicle of not 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 cannot afford to provide such lease
vehicle  during the duration of the Term of this Agreement, the Principal agrees
that  he  cannot  not  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.


                                    E - 161
<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.


______initial


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