EXHIBIT 10.7
                        PRINCIPAL PARTICIPATION AGREEMENT

THIS  AGREEMENT  is  made  as  of  the  1st  day  of  June,  2003

BETWEEN:
     CANONLINE  GLOBAL  MEDIA INC., a Company incorporated under the laws of the
     Province  of  British  Columbia, having its registered office at 200 - 1311
     Howe  Street,  Vancouver,  British  Columbia,  Canada,  V6Z  2P3

               (hereinafter  called  the  "Company")
                                                               OF THE FIRST PART

AND:
     MICHAEL  W.  WAAGE,  Businessman,  of  7120 Greenridge Drive, Eden Prairie,
     Minnesota,  USA

               (hereinafter  called  "Waage")
                                                              OF THE SECOND PART

WHEREAS:

A.     Pursuant  to  a certain Principal Participation Agreement dated March 10,
2000  (the  "First  Participation  Agreement")  the  Company and Waage agreed to
certain terms regarding Waage providing certain services to the Company.  Due to
other  commitments,  Waage has not been providing his services to the Company as
contemplated by the First Participation Agreement.  However, Waage now wishes to
provide  his  services  to  the Company on a full-time basis and the Company now
wishes  to  engage  his  services on a full time basis according to the terms of
this  agreement.

B.     The  Company and Waage wish to formally document the terms and conditions
of  their  relationship. Accordingly, the Company and Waage have mutually agreed
to  enter  into  this agreement (the "Agreement") for the purposes stated herein
upon  the  terms  and  conditions  set forth below and with the intent that this
Agreement  will  completely  supercede the First Participation Agreement and the
terms  and  provisions  thereof  which  are herein mutually deemed to be void ab
initio.

NOW  THEREFORE in consideration of the mutual covenants, premises and conditions
herein  contained the parties hereto have agreed each with the other as follows:
1.     Engagement  of  Services

The  Company  hereby engages Waage on a full-time basis to perform the following
services for the Company: introducing venture capital and financing firms to the
Company for the purpose of financing its business; facilitating the introduction


                                     E - 89
<PAGE>

of  the  Company's  services  and  products  to  other companies, businesses and
governmental  organizations  for  the purpose of generating potential sales; and
promoting  inventory  listings;  and  performing  such other services that might
reasonably  relate  thereto  (collectively  called  the  "Services")  as  may be
designated  by  the  Board  of  Directors (the "Board") of the Company including
acting  as  the  Company's  Vice-President  of Global Sales and Marketing at the
pleasure  of  the  Board.  Waage  agrees to perform the Services for the Company
pursuant  to  the terms of this Agreement and as may be directed by the Board or
its  designated  senior  officers.
2.     Term  of  Engagement

The  term  (the  "Term")  of engagement of Waage pursuant to this Agreement will
initially  be  for  a period of two (2) years extending from June 1, 2003 to and
including May 31, 2005 and may be extended thereafter on the anniversary date of
this  Agreement  for  consecutive  Terms  of  two  (2)  year  each.

3.     Compensation

3.1     Subject  to  the  successful completion of the financing proposed by the
Company  (the "Financing"), during the Term of this Agreement Waage will receive
a  commission  (the  "Commission")  as and when the Commission is determined and
declared  by the Board.  The Commission, if any, will be equal to percentage (to
be  determined  by the Board) of the base inventory value of all products listed
and sold on the Company's Reelindie Global Network and other sites (the "Sites")
by  companies  or businesses that have been exclusively registered by Waage with
the  Company.

3.2     Subject  to  the successful Financing, during the Term of this Agreement
Waage  will  receive  a base salary of $78,000 USD per annum (the "Base Salary")
that will be subject to annual review by the Board or any committee appointed by
the  Board  to  whom  that  function  has  been  delegated.

3.3     Waage  will  be  eligible to receive Common Shares of the Company in the
form stock options (the "Stock Options") exercisable at a price per Share as and
when  the  Stock  Options  may  be  determined by the Board in its sole absolute
discretion.  All  Stock  Options  are subject to the terms and conditions of the
Company's  Vesting  and  Lock-up  Agreement  at  the  time the Stock Options are
exercised.  Subject  to  the approval of the Board, the Company may, in its sole
discretion,  exercise  the  Stock  Options  for  Waage  at any time as a form of
compensation  or  Waage  will  have  up  to  the  close of business on the dates
specified  in the Option Contract to exercise the Stock Options.  If the Company
does  not  exercise  the  Stock  Options or if Waage does not exercise the Stock
Options on or before the expiration dates specified in the Option Contract, then
the  Stock  Options  will  be  cancelled  and  the  Option  Contract terminated.

3.4     Subject  to  the successful Financing, during the Term of this Agreement
Waage  will be provided with extended medical and dental insurance coverage that
will  include all family members of Waage that are "dependants" of Waage as that
term  is  defined  in  accordance with the applicable IRS rules and regulations.


                                     E - 90
<PAGE>

4.     Sales  and  Service  Office  and  Ancillary  Equipment

Subject  to  the  successful  Financing  of  the  Company:

4.1     Waage  will be authorized and enabled by the Company to establish a sale
and  service  office  ("Sales and Service Office") in the State of Minnesota for
and on behalf of the Company.  The Sales and Service Office will be utilized and
maintained  exclusively for the purpose of carrying out necessary sales, service
and marketing activities of the Company.  Initially the Sales and Service Office
will  have  a  limited number of personnel including certain budget restrictions
with respect to initial operating costs.  Subsequently, the budget for the Sales
and  Service  Office  will  be  re-evaluated  and  established  by  the Board in
consultation  with  Waage  from  time  to  time.

4.2     The  Company  agrees  to supply Waage with a motor vehicle that is to be
used in connection with the sales and service functions of the Sales and Service
Office.  The  Board  will  determine  the  make,  model  and  type  of  vehicle.
Maintenance,  leasing  costs,  insurance  and fuel costs for the vehicle will be
paid  for  by  the  Company.

4.3     The  Company  agrees  to  supply  Waage  with a cell phone and a lap-top
computer  that  will be paid for by the Company and are to be used in connection
with  the  sales  and  service  functions  of  the  Sales  and  Service  Office.

4.4     The  Company  agrees  to  pay  for  the  cost  of  all  travel,  ground
transportation,  lodging,  food and other necessary costs of Waage in connection
with  performing  his  functions  described  in  this  Agreement.

5.     Further  Acts  and  Agreements

Waage  agrees to perform such further acts and execute such other agreements and
documents  as  might  be  reasonably necessary to fully implement the intent and
purpose  of  this  Agreement.

6.     Severability

If  any  provision or part of this Agreement is declared to be void or otherwise
invalid  by a court of competent jurisdiction, the remaining provisions or parts
of  this  Agreement  will  remain  in  full  force  and  effect.

7.     Entire  Agreement

This  Agreement constitutes the entire agreement between the parties hereto with
respect  to  the  engagement  of  Waage  to provide the Services and perform the
duties  and  obligations  as  contemplated  by  the  parties. Any other previous
agreements, written or oral, express or implied, between the parties or on their
behalf,  relating  to  these  matters  are  terminated  and cancelled unless the
parties hereto have expressly confirmed in writing that any such agreements will
survive  this Agreement.  Each of the parties release and forever discharges the
other  of  and  from all manner of actions, causes of action, claims and demands


                                     E - 91
<PAGE>

whatsoever,  under  or  in  respect  of  any  prior agreement including, without
limitation,  the  First  Participation  Agreement.

8.     Confidentiality

Waage  understands  and  hereby  agrees  that  any  information or documentation
provided to him by or on behalf of the Company or for submission or presentation
to  prospective  investors  or  customers  is  confidential  and privileged. Any
information  or  documentation  provided  to Waage must not be duplicated in any
form  or  medium  or presented or submitted to any other party other than direct
recipients  of  documents  and  information  as  permitted  for  the purposes of
performing  the  Services.  Waage  understands  and  agrees  that  prior  to the
submission  of  any  offering  circulars, memorandum, prospectus, business plan,
proprietary  information  or  other  intellectual  property  ("Confidential
Documents")  to any prospective investors or customers, that a non-circumvention
and  confidentiality  agreement  must  first  be  executed  by the recipient and
registered  with  the  Company.  Any  prospective  investors  or  customers  not
participating  in  the  financing  of  the  Company's  business  or  concluding
agreements  with  the  Company must return any and all Confidential Documents to
the Company.  All of the foregoing provisions of this Section 8 will survive the
termination  of  this  Agreement.

9.     Modification  of  Agreement

Any  modification to this Agreement must be in writing and signed by the parties
hereto  or  it  will  have  no  effect  and  will  be  void.

10.     Headings

The  headings  used in this Agreement are for convenience only and are not to be
construed  in  any  way  as  additions  to  or  limitations of the covenants and
agreements  contained  herein.

11.     Governing  Law

This  Agreement  shall  be construed in accordance with the laws of the State of
Washington,  USA.

12.     Use  of  Grammar

In  this  Agreement words importing the masculine gender include the feminine or
neuter  gender  and  words  importing  the  singular include the plural and vice
versa.

13.     Enurement

This  Agreement shall enure to the benefit of and be binding upon the successors
and  assigns  of  each  of  the  parties  hereto  and  the  heirs,  executors,
administrators  and  other  legal  representatives  of  Waage.



                                     E - 92
<PAGE>

IN  WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
the  date  first  written  above.


EXECUTED  BY  CANONLINE  GLOBAL                       )
MEDIA  INC.  in  the  presence  of  its               )
duly  Authorized  Signatories  in  that  be  half     )
                                                      )
                                                      )
                                                      )
Per:                                                  )    [CORPORATE SEAL OF
      -----------------------------                   )     CANONLINE MEDIA
        Peter  Hogendoorn,  Director                  )     CORPORATION]
                                                      )
                                                      )
Per:                                                  )
      -----------------------------                   )
        Leslie  J.  Ames,  Director                   )



SIGNED,  SEALED  AND  DELIVERED                       )
By  MICHAEL  W.  WAAGE  in  the  presence  of:        )
                                                      )
                                                      )
                                                      )
      -----------------------------                   )        -----------------
      Signature  of  Witness                          )        MICHAEL W. WAAGE


                                     E - 93
<PAGE>