EXHIBIT 10.4

                         PRINCIPAL EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT  ("Agreement"),  effective  June 7, 2002 ("Effective
Date"),  is  made  between,  a  CANONLINE GLOBAL MEDIA, INC. (USA), a Washington
corporation  ("Employer"),  and  RICARDO  ROSADO  ("Principal").

                                    RECITALS

     A.     Employer  is  in  the  business  (the  "Business")  of  software
development,  digital media communications, and the development and operation of
Internet  websites  and  services.

B.     On  June  7,  2002  the  Principal  was  appointed  as  a Director of the
Employer.

C.     Employer  desires  to  obtain  the  services  of  Principal  as its Chief
Compliance  Officer-Technology  Development,  in  which  capacity  Principal has
access  to  Employer's Confidential Information (as hereinafter defined), and to
obtain assurance that Principal will protect Employer's Confidential Information
and  will  not  compete  with  Employer  or  solicit  its customers or its other
Principals  during  the  term  of employment and for a reasonable period of time
after  termination  of  employment  pursuant to this Agreement, and Principal is
willing  to  agree  to  these  terms.

     D.     Principal desires to be assured of the salary, bonus opportunity and
other  benefits provided for in this Agreement and, as additional consideration,
to  obtain  the  stock  options  that  Employer  is  willing  to  grant.

                                    AGREEMENT

NOW,  THEREFORE,  in consideration of the mutual covenants herein contained, and
other  good and valuable consideration, the sufficiency and receipt of which are
hereby  acknowledged,  the  parties  agree  as  follows:

                                  I. EMPLOYMENT

     .  Employer  hereby  employs Principal, and Principal agrees to be employed
as  Chief  Compliance  Officer-Technology  Development.  Principal  will  report
directly  to Anthony J. Alda, the Chairman of the Board of Directors of Employer
(the "Chairman").  Changes may be made from time to time by Employer in its sole
discretion  to  the  duties,  reporting  relationships  and  title of Principal.
Principal  will  devote  full  time  and attention to achieving the purposes and
discharging  the  responsibilities  indicated  on  Exhibit  A to this Agreement.
Principal  will  comply  with  all rules, policies and procedures of Employer as
modified  from  time to time, including without limitation, rules and procedures
set  forth  in  the  Employer's  Principal  handbook,  supervisor's  manuals and
operating  manuals.  Principal  will perform all of Principal's responsibilities
in  compliance with all applicable laws and will ensure that the operations that
Principal  manages  are  in  compliance  with  all  applicable  laws.  During
Principal's employment, Principal will not engage in any other business activity
which,  in  the  reasonable judgment of the Chairman of Employer, conflicts with


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the  duties  of  Principal under this Agreement, whether or not such activity is
pursued  for  gain,  profit  or  other  pecuniary  advantage.

II.  TERM  OF  EMPLOYMENT

     .  The  term  of employment ("Term") will not be for a definite period, but
rather  continue  indefinitely until terminated in accordance with the terms and
conditions  of  this  Agreement.

III.  COMPENSATION  AND  STOCK  OPTIONS

     .  For the duration of Principal's employment hereunder, the Principal will
be  entitled  to  compensation  which  will be computed and paid pursuant to the
following  subparagraphs.

     3.1     Base  Salary
             ------------

     .  Employer  will  pay to Principal a base annual salary ("Base Salary") at
an  annual  rate  of  One  Hundred  and  Ten Thousand Dollars ($110,000.00 USD),
payable  in  such  installments  (but in no event less than monthly), subject to
withholdings  and  deductions  as required or permitted by law, as is Employer's
policy  with  respect  to  other  Principals.  Principal's  Base  Salary will be
reviewed  every  six  months  by  the  Chairman  of  Employer during the term of
Principal's  employment  and  may be adjusted in the sole discretion of Employer
based  on  such  review,  but  will not be reduced by Employer unless a material
adverse change in the financial condition or operations of Employer has occurred
or  unless  Principal's  responsibilities  are  altered  to  reflect  less
responsibility.

     3.2     Incentive  Bonus
             ----------------

     .  Principal  will participate in Employer's annual incentive bonus plan in
accordance  with  which Principal may earn an annual incentive bonus.  The terms
of  the annual incentive bonus plan, including the criteria upon which Principal
can  earn  the maximum bonus, will be determined annually by Employer's Board of
Directors or its Chairman if so delegated to the Chairman or to its Compensation
Committee  if so delegated to Compensation Committee.  The Principal may earn an
annual incentive of up to Fifty Percent (50%) of Base Salary. Principal may also
participate  in  other  bonus  or  incentive  plans adopted by Employer that are
applicable  to  Principal's  position, as they may be changed from time to time,
but  nothing  herein shall require the adoption or maintenance of any such plan.

     3.3     Incentive  Stock  Options
             -------------------------

     .  Upon  execution  of  this Agreement, Employer will grant to Principal to
participate  in  any  Stock  Option  Plan  or  Eligible  Stock Option Pool to be
administered  by  the  Board  of  Directors or the Compensation Committee of the
Company.

     3.4     Percent  of  Sales  Benefit
             ---------------------------

Employer  will pay Principal three percent (3.0%) of the gross sales (the "Sales
Benefit")  of  the  Employer,  its  affiliates  and  subsidiaries for so long as
Principal  remains  in  the  position  of  Chief  Compliance  Officer-Technology
Development  of  the Employer or any of its affiliates or subsidiaries, or holds
the  position  of  a  Director or a senior executive of the Employer.  The Sales


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Benefit  will  be  paid to the Principal in the form of a cash bonus on a yearly
basis  as  soon as the amount of the Sales Benefit can be determined.  The Sales
Benefit will be paid in addition to all stock options or other benefits that the
Principal  may  be  entitled  to  receive.

                               IV.  OTHER BENEFITS

     4.1     Certain  Benefits
             -----------------

     .  Principal  will  be  eligible  to  participate  in all Principal benefit
programs  established  by  Employer  that are applicable to management personnel
such  as  medical,  dental,  travel  insurance,  pension,  disability  and  life
insurance  plans  (the  "Benefits")  on  a  basis  commensurate with Principal's
position and in accordance with Employer's policies from time to time.  Employer
agrees  to provide Principal with all such Benefits whether Principal resides or
is  traveling  in  the  United  States  of  America,  Canada,  or  elsewhere.

     4.2     Vacations,  Holidays  and  Expenses
             -----------------------------------

..  For  the  duration  of  Principal's  employment  hereunder, Principal will be
provided  such  holidays, sick leave and vacation as Employer makes available to
its management level Principals generally.  Employer will reimburse Principal in
accordance  with  company  policies  and  procedures  for  reasonable  expenses
necessarily  incurred in the performance of duties hereunder against appropriate
receipts  and  vouchers  indicating  the specific business purpose for each such
expenditure.  Without  limiting  the generality of the foregoing, Principal will
be  entitled to four weeks paid vacation in each year, the time of which will be
mutually agreed by Employer and Principal, during which no services are required
to  be  rendered  hereunder.  Provided,  however that in the event that Employer
policy  only  allows  its  senior  executives  a maximum of 10 business days for
annual  paid  vacation,  then Principal is entitled to those 10 business days of
paid  vacation  and in addition, Employer will pay the Principal for 20 business
days  of  additional  vacation at a compensation of US$300.00 per day in lieu of
vacation time during which no services are required to be rendered hereunder. If
Principal  takes  the  four  weeks  of vacation, then the Employer agrees to pay
Principal  for  the  cost  of  reasonable  airline travel and accommodations not
exceeding  in  the  aggregate  US$6,000.00.

     4.3     Personal  Expense  Allowance
             ----------------------------

In  addition  to  the  reimbursement  to by Employer to Principal of expenses as
described  in  Section 4.2 above, Employer agrees to pay to Principal a personal
expense  allowance  of  not  greater  than  $2,000  USD  per month provided that
Principal  gives  Employer  a  written  accounting of the expenses incurred.  In
addition, Employer agrees to pay for any club fees and dues in respect of health
and  sport clubs, entertainment centers, and the like that Principal is a member
or  otherwise  utilizes.

     4.4     Moving  and  Residential  Allowance
             -----------------------------------

If  the  Principal  is  required  to  relocate  his residence for the purpose of
carrying  out  his  duties  under  this Agreement or his duties as an officer or


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director of the Employer, its affiliates or subsidiaries, the Employer agrees to
compensate the Principal for all expenses related to relocating and establishing
his  residence, the rental of a residence (house or apartment as is appropriate)
and  a  vehicle  for  an  aggregate amount not to exceed US$9,500 per month.  In
addition,  Employer  agrees  to provide Principal with a furnishing allowance if
the Principal needs to furnish any residence for his day to day living including
any  costs  related  to  storage,  cleaning,  maintenance,  and  child day care.

     4.5     Automobile  Expenses
             --------------------

Without  limiting  the  generality  of  the  foregoing,  Employer  agrees to pay
Principal  mileage at the rate of $0.50 per kilometre for his use of Principal's
vehicle  for  Employer's  business  or $375 per month whichever is greater.  All
reasonable  travel and related expenses incurred by Principal while attending to
the  business of the Employer will be fully reimbursed by the Employer in a like
manner  as  described above.  Employer agrees to provide Principal with a leased
vehicle  having lease payments not exceeding US$850 per month, including vehicle
insurance and all maintenance and repair costs of the vehicle.  If the Principal
is  terminated  by Employer for any reason pursuant to this Agreement, all lease
payments  in  respect  of  the  vehicle,  including  all  ongoing  insurance and
maintenance  costs,  shall  be  paid  for  by  the  Employer.

     4.6     Office  and  Staff
             ------------------

The  Employer, at its own cost, shall provide Principal with appropriate offices
and  staff  assistance, which offices and staff will be primarily located at the
Employer's  operations in Greater Vancouver Metropolitan Area, British Columbia,
which  shall  be  the place of business during the Term.  Employer will purchase
and  provide  for  the  Principal's  use all equipment, supplies, facilities and
other  amenities  necessary for the Principal to properly perform his duties and
assignments.

     4.7     Key  Man  Insurance
             -------------------

The  Employer  reserves  the  right  to  retain  life  insurance  on the life of
Principal  in  an  amount  of  up  to $3,500,000.  Principal will cooperate with
Employer  in securing such insurance.  The costs of such insurance will be borne
entirely by the Employer and the benefits of such insurance will be entirely the
property  of  the  Employer.

                    V.  TERMINATION OR DISCHARGE BY EMPLOYER

     5.1     For  Cause
             ----------

     .  Employer  will  have  the  right  to  immediately  terminate Principal's
services  and  this  Agreement  for  Cause.  "Cause"  means:  any breach of this
Agreement  by  Principal,  including,  without limitation, breach of Principal's
covenants  in  Sections  7,  8,  9  and  10; any failure to perform assigned job
responsibilities  that  continues  unremedied  for  a period of thirty (30) days
after  written  notice  to  Principal  by  Employer;  conviction of a felony  or
failure  to  contest  prosecution for a felony; the Employer's reasonable belief
that Principal engaged in a violation of any statute, rule or regulation, any of
which  in  the  judgment of Employer is harmful to the Business or to Employer's
reputation; the Employer's reasonable belief that Principal engaged in unethical


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practices,  dishonesty  or disloyalty; or any reason that would constitute Cause
under  the  laws  the  State  of  Washington.

     5.2     Without  Cause
             --------------

     .  Employer  may  terminate  Principal's  employment  under  this Agreement
without  cause and without advance notice; provided, however, that Employer will
                                           --------  -------
continue  to  pay, as severance pay, Principal's Base Salary in cash at the rate
in  effect  on  the  termination  date  through the date that is thirty-six (36)
months  from  the  termination date payable in the manner stated in Section 6.2.

                          VI.  TERMINATION BY PRINCIPAL

     .  Principal  may terminate Principal's employment under this Agreement for
any  reason  provided  that  Principal gives Employer at least thirty (30) days'
notice  in  writing.  Employer  may,  at its option, accelerate such termination
date  to  any  date  at least two weeks after Principal's notice of termination.
Employer  may also, at its option, relieve Principal of all duties and authority
after  notice  of  termination  has  been  provided.

     6.1     Termination  By  Principal  for  Good  Reason
             ---------------------------------------------

     .  Principal's  employment pursuant to this Agreement shall terminate prior
to  the  expiration  of  the  Term or following a Change in Control in the event
Principal  shall  determine  that  there  is  "Good  Reason"  to  terminate  his
employment,  which  shall  mean  the  following:

     (a)     Employer's  material  breach of the terms of this Agreement or
any  other  written  agreement  between  Principal  and  Employer;

     (b)     the  assignment  to  Principal of any duties that are substantially
inconsistent with or materially diminish Principal's position prior to execution
of  this  Agreement  or  prior  to  a  Change  in  Control;

     (c)     a  material  reduction  of  Principal's salary, or material adverse
modifications to the stock option awarded to Principal under Section 3.3, above,
or to the Stock Plan (or any similar stock option plan), or a material reduction
in  the  Principal's  total  compensation  hereunder;  or

     (d)     a requirement that the Principal be based at any office or location
more than 50 miles from Principal's primary work location prior to the Effective
Date  of  this  Agreement  or  prior  to  a  Change  in  Control.

Employer  shall  have  thirty  (30)  days  to  cure  any  such  alleged  breach,
assignment,  reduction  or  requirement  under  Subsections (i), (ii), (iii) and
(iv),  above, after Principal provides Employer written notice of the actions or
omissions  constituting  such  breach,  assignment,  reduction  or  requirement.

If  Principal  resigns  his  employment  for Good Reason, or Employer terminates
Principal's  employment  under  this  Agreement  without  cause,  or  Principal
voluntary  terminates  his employment under this Agreement for any reason (other


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than  for  Good Reason), then Principal shall be paid (i) his salary through the
date  of  termination,  (ii)  for  any  unused  vacation time, and (iii) for any
unreimbursed  business  expenses  that  are  subject  to  reimbursement  under
Employer's  then  current  policy  on  business  expenses.

In addition, Principal shall receive in cash as severance pay an amount equal to
Principal's  annual salary on the termination date, computed on a monthly basis,
multiplied  by thirty-six (36) months.  Principal shall only be entitled to such
severance  pay  if both Employer and Principal sign (and then Principal does not
rescind,  as  may  be  permitted by law) a mutual general release of claims in a
form  mutually  acceptable to both parties (provided, however, that such release
of  claims  shall only require each party to release the other party from claims
relating  directly  to  Principal's  employment and the termination thereof, and
shall  not  require  Principal  to  release  claims relating to vested Principal
benefits  or  relating  to  other matters, including, but not limited to, claims
relating to his status as a shareholder of CanOnline Global Media, Inc. (USA) or
any  of  its affiliates or subsidiaries.  Any severance payments made under this
Section  10 shall be paid to Employee in one lump sum payment within thirty (30)
days  after  termination  or  resignation.

     In  addition,  Employer  shall:

make  a  cash payment to the Principal of an amount equal to the total amount of
the Sales Benefit for the then current year multiplied by three (3) years in one
lump  sum  payment  within thirty (30) days after determination of the amount of
the  Sales  Benefit;

     (a)     cause  all  stock  options  of  the  Principal, whether unvested or
unexercised  to  be automatically and immediately vested by the Employer for the
benefit  of  Principal,  and  all  unexercised options will be exercised for the
benefit of Principal at the sole cost of the Employer at the price set for those
options;  and

     (b)     cause  all of Principal's rights to any other unvested benefits and
any other compensation or payments to be automatically and immediately vested by
the  Employer  for  the  benefit  of  Principal.

     6.2     Definition  of  Change  in  Control
             -----------------------------------

     .  For  purposes  of  this  Agreement,  Change  in  Control  shall mean the
occurrence  of  any  of  the  following  events:

     (a)     Any  "Person"  (as such term is used in Sections 13(d) and 14(d) of
the  Securities  Exchange Act of 1934, as amended) is or becomes the "Beneficial
Owner"  (as  defined  in  Rule 13d-3 under said Act), directly or indirectly, of
securities  of  the  Company  representing  more than fifty percent (50%) of the
total  voting  power  represented  by  the  Company's  then  outstanding  voting
securities without the approval of the Board of Directors of the Company, unless
the  Board  of Directors specifically designates such acquisition to be a change
of  control;  or


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     A  merger  or  consolidation  of the Company whether or not approved by the
Board  of  Directors  of the Company, other than a merger or consolidation which
would  result  in  the  voting securities of the Company outstanding immediately
prior  thereto  continuing  to  represent (either by remaining outstanding or by
being  converted  or  into  voting  securities of the surviving entity) at least
fifty  percent  (50%)  of  the  total  voting  power  represented  by the voting
securities of the Company or such surviving entity outstanding immediately after
such  merger or consolidation, or the shareholders of the Company approve a plan
of  complete  liquidation  of  the  Company  or  an  agreement  for  the sale or
disposition  by the Company of all or substantially all of the Company's assets.

     6.3     Board  Observation  on  Termination
             -----------------------------------

Employer  agrees  that  if  Principal  is terminated as a member of the Board of
Directors  of  the Employer or is terminated from his position with the Employer
pursuant  to  this  Agreement,  then  Principal  shall have the right to receive
notice  of,  attend,  observe  and  participate  in  all  meetings of the Board.
Provided,  however,  Principal will not be entitled to cast a vote on any issues
before  the  Board  but  Principal  is permitted to be present during any voting
process.

                          VII. COVENANT NOT TO COMPETE

     .  During  Principal's employment by Employer and for a period expiring two
(2)  years  after  the  termination  of  Principal's  employment for any reason,
Principal  covenants  and  agrees  that  Principal  will  not:

     (a)     Directly,  indirectly,  or  otherwise,  own,  manage, operate,
control,  serve  as  a  consultant  to,  be  employed  by, participate in, or be
connected,  in  any manner, with the ownership, management, operation or control
of  any  business that competes with the Business or that competes with Employer
or  any  of  its affiliates or that is engaged in any type of business which, at
any  time  during  Principal's  employment with Employer, Employer or any of its
affiliates  planned  to  develop.

     (b)     Hire, offer to hire, entice away or in any other manner persuade or
attempt  to  persuade  any officer, Principal or agent of Employer or any of its
affiliates to alter or discontinue a relationship with Employer or to do any act
that  is  inconsistent  with the interests of Employer or any of its affiliates;

     (c)     Directly  or  indirectly  solicit,  divert, take away or attempt to
solicit, divert or take away any customers of Employer or any of its affiliates;
or

     (d) Directly or indirectly solicit, divert, or in any other manner persuade
or  attempt  to  persuade  any  supplier of Employer or any of its affiliates to
alter  or  discontinue  its relationship with Employer or any of its affiliates.

For  the  purposes of this Section 7, businesses that are deemed to compete with
Employer  include,  without  limitation,  businesses  engaged  in  software
development,  digital media communications, and the development and operation of
Internet  websites  and  services.  Because Employer does business in the United


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States  of  America and Canada, the geographic scope of the prohibitions in this
Section  7  shall  be  the  United States of America and Canada. Notwithstanding
Principal's obligations under this Section 7, Principal will be entitled to own,
as  a  passive  investor, up to five percent (5%) of any publicly traded company
without  violating  this  provision.

Employer  and  Principal  agree  that:  this  provision does not impose an undue
hardship on Principal and is not injurious to the public; that this provision is
necessary  to protect the business of Employer and its affiliates; the nature of
Principal's  responsibilities  with  Employer  under  this  Agreement  require
Principal  to  have  access  to  confidential  information which is valuable and
confidential  to  all of the Business; the scope of this Section 7 is reasonable
in  terms  of  length  of  time and geographic scope; and adequate consideration
supports  this  Section  7,  including  consideration  herein.

                         VIII. CONFIDENTIAL INFORMATION

     .  Principal  recognizes  that  Employer's  Business  and continued success
depend  upon  the  use  and  protection of confidential and proprietary business
information,  including,  without  limitation,  the  information  and technology
developed  by  or available through licenses to Employer related to its decision
support  and expert systems, to which Principal has access (all such information
being  "Confidential  Information").  For purposes of this Agreement, the phrase
"Confidential  Information"  includes,  for  Employer  and its current or future
subsidiaries and affiliates, without limitation, and whether or not specifically
designated  as  confidential  or  proprietary:  all business plans and marketing
strategies;  information  concerning  existing  and  prospective  markets  and
customers;  financial information; information concerning the development of new
products  and  services;  information  concerning  any  personnel  of  Employer
(including,  without  limitation,  skills  and  compensation  information);  and
technical  and  non-technical  data  related  to  software  programs,  designs,
specifications,  compilations,  inventions,  improvements,  methods,  processes,
procedures  and  techniques; provided, however, that the phrase does not include
information  that (a) was lawfully in Principal's possession prior to disclosure
of  such  information by Employer; (b) was, or at any time becomes, available in
the  public  domain  other  than  through  a violation of this Agreement; (c) is
documented  by Principal as having been developed by Principal outside the scope
of Principal's employment and independently; or (d) is furnished to Principal by
a third party not under an obligation of confidentiality to Employer.  Principal
agrees  that  during  Principal's employment and after termination of employment
irrespective  of cause, Principal will use Confidential Information only for the
benefit  of  Employer  and  will  not  directly or indirectly use or divulge, or
permit  others  to  use or divulge, any Confidential Information for any reason,
except  as  authorized by Employer.  Principal's obligation under this Agreement
is  in  addition  to  any  obligations Principal has under state or federal law.
Principal  agrees  to  deliver  to  Employer  immediately  upon  termination  of
Principal's  employment, or at any time Employer so requests, all tangible items
containing  any  Confidential  Information  (including,  without limitation, all
memoranda,  photographs,  records,  reports,  manuals,  drawings,  blueprints,
prototypes,  notes taken by or provided to Principal, and any other documents or
items  of a confidential nature belonging to Employer), together with all copies
of such material in Principal's possession or control.  Principal agrees that in
the  course  of Principal's employment with Employer, Principal will not violate
in  any  way  the  rights  that  any  entity has with regard to trade secrets or
proprietary  or  confidential  information.  Principal's  obligations under this
Section  8  are  indefinite  in  term  and shall survive the termination of this
Agreement.


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                         IX. WORK PRODUCT AND COPYRIGHTS

     .  Principal  agrees  that  all  right,  title  and  interest in and to the
materials  resulting  from the performance of Principal's duties at Employer and
all  copies  thereof,  including  works  in  progress,  in  whatever media, (the
"Work"),  will  be  and  remain in Employer upon their creation.  Principal will
mark  all Work with Employer's copyright or other proprietary notice as directed
by  Employer.  Principal  further  agrees:

     To  the  extent that any portion of the Work constitutes a work protectable
under  the  copyright  laws of the United States (the "Copyright Law"), that all
such  Work  will  be  considered a "work made for hire" as such term is used and
defined  in the Copyright Law, and that Employer will be considered the "author"
of  such  portion  of  the  Work and the sole and exclusive owner throughout the
world  of  copyright  therein;  and

If  any  portion  of the Work does not qualify as a "work made for hire" as such
term is used and defined in the Copyright Law, that Principal hereby assigns and
agrees  to  assign  to Employer, without further consideration, all right, title
and  interest  in  and  to  such  Work  or  in  any such portion thereof and any
copyright  therein  and  further agrees to execute and deliver to Employer, upon
request,  appropriate  assignments  of  such Work and copyright therein and such
other  documents and instruments as Employer may request to fully and completely
assign  such Work and copyright therein to Employer, its successors or nominees,
and  that  Principal hereby appoints Employer as attorney-in-fact to execute and
deliver  any  such documents on Principal's behalf in the event Principal should
fail or refuse to do so within a reasonable period following Employer's request.

                           X.  INVENTIONS AND PATENTS

     .  For  purposes  of  this  Agreement,  "Inventions"  includes,  without
limitation,  information,  inventions,  contributions,  improvements,  ideas, or
discoveries,  whether  protectable  or not, and whether or not conceived or made
during  work  hours.  Principal  agrees that all Inventions conceived or made by
Principal  during  the  period  of  employment with Employer belong to Employer,
provided  they grow out of Principal's work with Employer or are related in some
manner  to  the  Business,  including,  without limitation, research and product
development,  and  projected  business  of Employer or its affiliated companies.
Accordingly,  Principal  will:

     (a)     Make  adequate  written  records  of  such  Inventions,  which
records  will  be  Employer's  property;

     (b)     Assign  to  Employer, at its request, any rights Principal may have
to  such  Inventions  for  the  U.S.  and  all  foreign  countries;

     (c)     Waive  and  agree not to assert any moral rights Principal may have
or  acquire  in any Inventions and agree to provide written waivers from time to
time  as  requested  by  Employer;  and

     (d)     Assist  Employer  (at  Employer's  expense)  in  obtaining and
maintaining  patents or copyright registrations with respect to such Inventions.


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     Principal  understands  and  agrees  that  Employer  or  its  designee will
determine,  in  its  sole  and  absolute  discretion, whether an application for
patent  will  be  filed  on  any  Invention  that  is  the exclusive property of
Employer,  as set forth above, and whether such an application will be abandoned
prior to issuance of a patent.  Employer will pay to Principal, either during or
after  the  term  of  this Agreement, the following amounts if Principal is sole
inventor,  or  Principal's  proportionate  share if Principal is joint inventor:
$750  upon  filing  of the initial application for patent on such Invention; and
$1,500 upon issuance of a patent resulting from such initial patent application,
provided  Principal  is  named  as  an  inventor  in  the  patent.

Principal  further  agrees  that  Principal will promptly disclose in writing to
Employer  during  the  term  of  Principal's  employment  and  for  one (1) year
thereafter,  all Inventions whether developed during the time of such employment
or  thereafter  (whether  or not Employer has rights in such Inventions) so that
Principal's  rights  and Employer's rights in such Inventions can be determined.
Except  as  set  forth  on  the initialed Exhibit C (List of Inventions) to this
Agreement,  if  any,  Principal  represents  and  warrants that Principal has no
Inventions,  software,  writings or other works of authorship useful to Employer
in  the  normal  course  of  the Business, which were conceived, made or written
prior to the date of this Agreement and which are excluded from the operation of
this  Agreement

NOTICE:  IN  ACCORDANCE  WITH  WASHINGTON LAW, THIS SECTION 10 DOES NOT APPLY TO
------
INVENTIONS  FOR  WHICH  NO  EQUIPMENT,  SUPPLIES,  FACILITY,  OR  TRADE  SECRET
INFORMATION OF EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY ON PRINCIPAL'S
OWN  TIME,  UNLESS:  (A)  THE  INVENTION RELATES (I) DIRECTLY TO THE BUSINESS OF
EMPLOYER  OR  (II)  TO EMPLOYER'S ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR
DEVELOPMENT,  OR  (B) THE INVENTION RESULTS FROM ANY WORK PERFORMED BY PRINCIPAL
FOR  EMPLOYER.

     10.1     Reassignment  of  Inventions,  Patents  and  Works  to  Principal
              -----------------------------------------------------------------

If  the  Principal  assigns or transfers any Inventions, Patents, Works or other
intellectual  property  rights  (collectively,  "Intellectual  Property")  to
Employer, or any of its affiliates or subsidiaries, before or during the term of
this  Agreement, and the Employer becomes insolvent or can no longer continue to
successfully  commercialize the Intellectual Property, then Principal shall have
the  right  to absolutely reacquire such Intellectual Property from Employer, or
its affiliates or subsidiaries, as the case may be, upon request and the payment
of  the  sum  of  $10.00 to the party to whom the Intellectual Property has been
assigned  or  transferred.  Employer  or  its affiliates or subsidiaries, as the
case  may  be,  shall  then  absolutely  transfer and assign all right, tile and
interest  in and to the Intellectual Property to the Principal free and clear of
all  claims and encumbrances whatsoever.  Provided, however that if Employer, or
any  of its affiliates or subsidiaries (as the case may be) transfers, or enters
into  a binding agreement to transfer, the Intellectual Property, or any part of
it,  to  a bona fide third party for value then Principal agrees to grant a full
release  of  its  rights  hereunder  to  reacquire that part of the Intellectual
Property  that  was  or  is agreed to transferred to such bona fide third party.

                                  XI.  REMEDIES

     .  Notwithstanding  other  provisions  of  this Agreement regarding dispute
resolution, Principal agrees that Principal's violation of any of Sections 7, 8,


                                     E - 43
<PAGE>

9  or 10 of this Agreement would cause Employer irreparable harm which would not
be  adequately  compensated  by  monetary  damages and that an injunction may be
granted  by  any court or courts having jurisdiction, restraining Principal from
violation  of  the terms of this Agreement, upon any breach or threatened breach
of Principal of the obligations set forth in any of Sections 7, 8, 9 or 10.  The
preceding  sentence  shall  not  be  construed  to limit Employer from any other
relief  or damages to which it may be entitled as a result of Principal's breach
of any provision of this Agreement, including Sections 7, 8, 9 or 10.  Principal
also  agrees  that  a  violation  of any of Sections 7, 8, 9 or 10 would entitle
Employer,  in  addition  to  all  other  remedies available at law or equity, to
recover  from Principal any and all funds, including, without limitation, wages,
salary  and  profits,  which will be held by Principal in constructive trust for
Employer,  received  by  Principal  in  connection  with  such  violation.

                             XII. DISPUTE RESOLUTION

     .  Except for the right of Employer and Principal to seek injunctive relief
in  court,  any  controversy,  claim  or  dispute  of any type arising out of or
relating  to Principal's employment or the provisions of this Agreement shall be
resolved  in  accordance  with this Section 12 regarding resolution of disputes,
which  will  be  the  sole  and  exclusive  procedure  for the resolution of any
disputes.  This  Agreement  shall  be  enforced  in  accordance with the Federal
Arbitration  Act,  the  enforcement provisions of which are incorporated by this
reference.  Matters  subject  to  these  provisions include, without limitation,
claims  or  disputes  based  on  statute, contract, common law and tort and will
include,  for  example,  matters  pertaining  to  termination,  discrimination,
harassment,  compensation  and  benefits.  Matters  to  be  resolved under these
procedures  also include claims and disputes arising out of statutes such as the
Fair  Labor  Standards  Act,  Title  VII  of  the  Civil  Rights  Act,  the  Age
Discrimination  in  Employment  Act,  the  Washington  Minimum Wage Act, and the
Washington Law Against Discrimination.  Nothing in this provision is intended to
restrict  Principal  from submitting any matter to an administrative agency with
jurisdiction  over  such  matter.

     12.1     Mediation
              ---------

     .  Employer and Principal will make a good faith attempt to resolve any and
all  claims  and disputes by submitting them to mediation in Seattle, Washington
before  resorting to arbitration or any other dispute resolution procedure.  The
mediation  of  any  claim  or  dispute  must be conducted in accordance with the
then-current  JAMS  procedures  for  the  resolution  of  employment disputes by
mediation,  by a mediator who has had both training and experience as a mediator
of  general employment and commercial matters.  If the parties to this Agreement
cannot  agree  on  a  mediator,  then  the  mediator will be selected by JAMS in
accordance  with  JAMS'  strike  list method.  Within thirty (30) days after the
selection of the mediator, Employer and Principal and their respective attorneys
will  meet  with  the mediator for one mediation session of at least four hours.
If  the  claim  or  dispute  cannot  be settled during such mediation session or
mutually  agreed  continuation  of the session, either Employer or Principal may
give  the  mediator  and  the other party to the claim or dispute written notice
declaring the end of the mediation process.  All discussions connected with this
mediation  provision  will  be  confidential  and  treated  as  compromise  and
settlement  discussions.  Nothing  disclosed  in  such discussions, which is not
independently discoverable, may be used for any purpose in any later proceeding.


                                     E - 44
<PAGE>

The  mediator's  fees  will be paid in equal portions by Employer and Principal,
unless  Employer  agrees  to  pay  all  such  fees.

     12.2     Arbitration
              -----------

     .  If any claim or dispute has not been resolved in accordance with Section
12.1,  then the claim or dispute will be determined by arbitration in accordance
with  the  then-current JAMS employment arbitration rules and procedures, except
as  modified  herein.  The  arbitration  will  be  conducted  by  a sole neutral
arbitrator  who has had both training and experience as an arbitrator of general
employment and commercial matters and who is and for at least ten (10) years has
been,  a  partner,  a  shareholder,  or a member in a law firm.  If Employer and
Principal cannot agree on an arbitrator, then the arbitrator will be selected by
JAMS  in  accordance  with  Rule 12 of the JAMS employment arbitration rules and
procedures.  No  person  who  has  served  as  a  mediator  under  the mediation
provision,  however,  may  be  selected  as the arbitrator for the same claim or
dispute.  Reasonable  discovery  will be permitted and the arbitrator may decide
any issue as to discovery.  The arbitrator may decide any issue as to whether or
as  to  the  extent  to  which  any dispute is subject to the dispute resolution
provisions  in  Section  12 and the arbitrator may award any relief permitted by
law.  The  arbitrator  must  base  the  arbitration  award  on the provisions of
Section 12 and applicable law and must render the award in writing, including an
explanation  of  the  reasons  for  the  award.  Judgment  upon the award may be
entered  by any court having jurisdiction of the matter, and the decision of the
arbitrator  will be final and binding.  The statute of limitations applicable to
the  commencement  of a lawsuit will apply to the commencement of an arbitration
under  Section  12.2.  The  arbitrator's  fees will be paid in equal portions by
Employer  and  Principal,  unless  Employer  agrees  to  pay  all  such  fees.

                                   XIII.  FEES

     .  Unless  otherwise  agreed,  the prevailing party will be entitled to its
costs  and attorneys' fees incurred in any litigation or dispute relating to the
interpretation  or  enforcement  of  this  Agreement.

                                 XIV. DISCLOSURE

     .  Principal  agrees  fully  and  completely  to  reveal  the terms of this
Agreement  to  any  future  employer  or  potential  employer  of  Principal and
authorizes  Employer,  at  its  election,  to  make  such  disclosure.

                         XV. REPRESENTATION OF PRINCIPAL

     .  Principal  represents and warrants to Employer that Principal is free to
enter  into  this  Agreement  and  has  no  contract, commitment, arrangement or
understanding  to  or  with  any  party  that  restrains  or is in conflict with
Principal's  performance  of  the covenants, services and duties provided for in
this  Agreement.  Principal agrees to indemnify Employer and to hold it harmless
against any and all liabilities or claims arising out of any unauthorized act or
acts  by  Principal  that,  the  foregoing  representation  and  warranty to the
contrary  notwithstanding, are in violation, or constitute a breach, of any such
contract,  commitment,  arrangement  or  understanding.

                          XVI. CONDITIONS OF EMPLOYMENT


                                     E - 45
<PAGE>

     .  Employer's obligations to Principal under this Agreement are conditioned
upon  Principal's  timely  compliance  with  requirements  of  the United States
immigration  laws if such compliance is required for the Principal's performance
of  its  duties  and  obligations  hereunder.

                               XVII. ASSIGNABILITY

     .  During  Principal's  employment,  this  Agreement may not be assigned by
either  party  without the written consent of the other; provided, however, that
Employer  may  assign  its  rights  and obligations under this Agreement without
Principal's  consent  to  a  successor  by  sale, merger or liquidation, if such
successor carries on the Business substantially in the form in which it is being
conducted  at  the  time  of the sale, merger or liquidation.  This Agreement is
binding  upon  Principal,  Principal's  heirs,  personal  representatives  and
permitted  assigns  and  on  Employer,  its  successors  and  assigns.

                                 XVIII. NOTICES

     .  Any  notices  required or permitted to be given hereunder are sufficient
if  in writing and delivered by hand, by facsimile or by registered or certified
mail,  to Principal at Apt. 408 - 2025 Stephens St., Vancouver, BC V6K 3W2 or to
the Chairman or President of Employer at Suite 200, 1311 Howe Street, Vancouver,
BC V6Z 2P3, or at such other address as one party may notify the other from time
to  time.

                                XIX. SEVERABILITY

     .  If  any  provision of this Agreement or compliance by any of the parties
with  any  provision of this Agreement constitutes a violation of any law, or is
or  becomes  unenforceable or void, then such provision, to the extent only that
it  is  in  violation of law, unenforceable or void, shall be deemed modified to
the  extent necessary so that it is no longer in violation of law, unenforceable
or  void, and such provision will be enforced to the fullest extent permitted by
law.  If  such  modification is not possible, said provision, to the extent that
it is in violation of law, unenforceable or void, shall be deemed severable from
the remaining provisions of this Agreement, which provisions will remain binding
on  the  parties.

                                   XX. WAIVERS

     .  No  failure  on  the  part  of either party to exercise, and no delay in
exercising,  any right or remedy hereunder will operate as a waiver thereof; nor
will any single or partial waiver of a breach of any provision of this Agreement
operate  or  be  construed  as  a  waiver of any subsequent breach; nor will any
single  or  partial exercise of any right or remedy hereunder preclude any other
or further exercise thereof or the exercise of any other right or remedy granted
hereby  or  by  law.

                               XXI. GOVERNING LAW

     .  Except  as  provided in Section 12 above, the validity, construction and
performance  of  this  Agreement  shall  be governed by the laws of the State of
Washington  without regard to the conflicts of law provisions of such laws.  The
parties  hereto  expressly  recognize  and agree that the implementation of this


                                     E - 46
<PAGE>

Section  21  is  essential  in light of the fact that Employer has its corporate
headquarters  and its principal executive offices within the State of Washington
and elsewhere, and there is a critical need for uniformity in the interpretation
and  enforcement  of  the  employment  agreements  between  Employer and its key
Principals.  The  King  County  Superior  Court,  Seattle, Washington shall have
exclusive  jurisdiction  of  any lawsuit arising from or relating to Principal's
employment  with,  or termination from, Employer, or arising from or relating to
this  Agreement.  Principal  consents  to  such venue and personal jurisdiction.

                             XXII. ENTIRE AGREEMENT

     .  This  instrument  contains  the  entire  agreement  of  the parties with
respect  to  the  relationship between Principal and Employer and supersedes all
prior  agreements  and understandings, and there are no other representations or
agreements  other  than  as  stated  in  this Agreement related to the terms and
conditions  of Principal's employment.  This Agreement may be changed only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change,  modification,  extension  or  discharge  is  sought,  and  any  such
modification  will  be  signed  by  the  Chairman  of  Employer.


             [THE NEXT PAGE IS THE EXECUTION PAGE OF THIS AGREEMENT]


                                     E - 47
<PAGE>

IN WITNESS WHEREOF, THE PARTIES HAVE DULY SIGNED AND DELIVERED THIS AGREEMENT AS
                    OF THE DAY AND YEAR FIRST ABOVE WRITTEN.


                                              CANONLINE GLOBAL MEDIA, INC. (USA)


                                              By:

                                              Name:

                                              Title:

                                              RICARDO  ROSADO


                                              By:

                                              Name:


                                     E - 48
<PAGE>

                   ADDENDUM TO PRINCIPAL EMPLOYMENT AGREEMENT


This  is  an  Addendum  to  that  certain  Principal  Employment  Agreement (the
"Agreement")  having  an  Effective  Date  as  of June 7, 2002 between CANONLINE
GLOBAL  MEDIA,  INC.  (USA),  as "Employer", and RICARDO ROSADO, as "Principal",
whereby  the Employer and Principal hereby mutually agree to amend the Agreement
to  add  the  following  indemnification  provisions  to  the  Agreement:


1.     Indemnification  of  Principal
       ------------------------------

The  Employer  agrees  to  indemnify  and  hold  harmless the Principal from and
against  any  claims,  losses,  damages,  expenses or liabilities (collectively,
"Losses"),  including without limitation legal fees and accounting fees (subject
to  the limitations set forth below), incurred in connection with investigating,
preparing,  defending,  paying,  settling  or compromising any action, claim; or
proceeding  (whether  or  not  in  connection  with  any  pending  or threatened
litigation  in  which the Principal is a named party) to which the Principal may
become  subject  and  which  is  related  to  or arises out of the engagement or
performance  of  the  services  of the Principal contemplated in this Agreement.
The  Employer will not, however, be responsible to the Principal with respect to
any  Losses  to  the  extent  that  a court of competent jurisdiction shall have
determined  by  a final judgment that such Losses resulted from actions taken or
omitted  to be taken by the Principal due to the Principal's gross negligence or
wilful  misconduct.

The Employer will reimburse the Principal for Losses as such Losses are incurred
or  paid,  notwithstanding  the  absence  of  judicial  determination  as to the
propriety  or  enforceability  of  the  Employer's  obligation  to reimburse the
Principal  for such Losses and the possibility that such payments might later be
held  by a court of competent jurisdiction to have been improper.  To the extent
that  any  such  interim  reimbursement  is  so  held to have been improper, the
Principal  shall  promptly  return  it  to the Employer, together with interest,
compounded annually, equal to the prime rate announced from time to time by Bank
of  America,  San  Francisco,  California.

The  Employer also agrees that Principal shall have no liability, whether at law
or in equity, to the Employer or its affiliates, directors, officers, employees,
agents,  advisors, representatives, control persons or stockholders, directly or
indirectly,  related  to  or arising out of the engagement or performance of the
services of the Principal contemplated in this Agreement, except Losses incurred
by  the  Employer  to  the  extent  a court of competent jurisdiction shall have
determined  by a final judgment that such Losses resulted primarily from actions
taken  or  omitted  to  be  taken  by the Principal due to the Principal's gross
negligence  or  wilful  misconduct.  In no event, regardless of the legal theory
advanced,  shall  the  Principal  be  liable  for  any  consequential, indirect,
incidental  or  special  damages  of  any  nature.

2.     Addendum  Incorporated  into  Agreement  by  Reference
       ------------------------------------------------------

All  of  the  terms,  provisos  and  conditions  of  this  Addendum  are  hereby
incorporated  into  the Agreement by reference and shall form a part thereof for
all  purposes


                                     E - 49
<PAGE>

IN  WITNESS WHEREOF, THE PARTIES HAVE DULY SIGNED AND DELIVERED THIS ADDENDUM TO
THE  AGREEMENT  AS  OF  THE  DAY  AND  YEAR  FIRST  ABOVE  WRITTEN.


          CANONLINE  GLOBAL  MEDIA,  INC.  (USA)


                                              CANONLINE GLOBAL MEDIA, INC. (USA)


                                              By:

                                              Name:

                                              Title:

                                              RICARDO  ROSADO


                                              By:

                                              Name:


                                     E - 50
<PAGE>

                   AMENDMENT TO PRINCIPAL EMPLOYMENT AGREEMENT

This is an amendment (the "Amendment"), made effective as of January 7, 2004, to
that  certain  Principal  Employment  Agreement  (the  "Agreement")  having  an
Effective  Date  as  of  June  7, 2002 made between CANONLINE GLOBAL MEDIA, INC.
(USA),  as  "Employer",  and  RICARDO  ROSADO,  as  "Principal".  The  Agreement
includes  that  certain  Addendum to the Agreement made between the Employer and
Principal  dated  as of June 7, 2002 that was incorporated into the Agreement by
reference.  NS8  CORPORATION, a Delaware corporation and the parent of Canonline
Global  Media,  Inc.  (USA)  is  hereby  made  a  party to this Amendment to the
Agreement.

WHEREAS,  as  of  December  2003  Canonline  Global Media, Inc. (USA) became the
wholly owned subsidiary of NS8 Corporation and the Directors and senior Officers
of  Canonline  Global Media, Inc. (USA) became the Directors and senior Officers
of  NS8  Corporation;

AND  WHEREAS, NS8 Corporation, Canonline Global Media, Inc. (USA) and certain of
the  Directors and senior Officers of Canonline Global Media, Inc. (USA) wish to
amend  their  respective Principal Employment Agreements to confirm and evidence
that NS8 Corporation has agreed to adopt the Principal Employment Agreements and
be  a  party  thereto and to make an additional amendment deleting Section 3.4 -
"Percent  of  Sales  Benefit"  provision  of the Principal Employment Agreements
regarding  the right of the Principal to receive a percentage of the gross sales
of  the  Employer  as  defined  therein;

NOW  THEREFORE  in  consideration  of the mutual covenants herein contained, and
other  good  and valuable consideration, the sufficiency and receipt of which is
hereby  acknowledged,  the  parties  hereto  agree  as  follows:

1.     Delete  Section  3.4  -  Percent  of  Sales  Benefit
       ----------------------------------------------------

By  this  Amendment  the Employer, Principal and NS8 Corporation hereby mutually
agree  to  further amend the Agreement by deleting in its entirety Section 3.4 -
"Percent  of  Sales  Benefit" provision of the Agreement and for all purposes of
the  Agreement,  as  amended,  and  the matters contemplated therein Section 3.4
shall  be  deemed  to  have  never  been  a  provision  of  the  Agreement.

2.     NS8  Corporation  Adoption  of  the  Agreement
       ----------------------------------------------


                                     E - 51
<PAGE>

NS8 Corporation hereby absolutely agrees to adopt the Agreement, as amended, and
be bound by the terms and conditions thereof and be a party thereto as if it was
party  from  the  Effective  Date  of  the  Agreement  and  for all purposes NS8
Corporation  agrees  to be deemed an "Employer" under the terms of the Agreement
together  with  and  in  the  same manner as Canonline Global Media, Inc. (USA).

3.     Amendment  Incorporated  into  Agreement  by  Reference
       -------------------------------------------------------

All  of  the  terms,  provisos  and  conditions  of  this  Amendment  are hereby
incorporated  into  the Agreement by reference and shall form a part thereof for
all  purposes.

     IN  WITNESS  WHEREOF,  THE  PARTIES  HAVE  DULY  SIGNED  AND DELIVERED THIS
AMENDMENT  TO  THE  AGREEMENT  AS  OF  THE  DAY  AND  YEAR  FIRST ABOVE WRITTEN.

                                              CANONLINE GLOBAL MEDIA, INC. (USA)

                                              By:

                                              Name:

                                              Title:


                                              RICARDO  ROSADO

                                              By:

                                              Name: RICARDO  ROSADO


                                              NS8  CORPORATION

                                              By:

                                              Name:

                                              Title:  __________________________


                                     E - 52
<PAGE>