Exhibit 10.20

VIA  ELECTRONIC  MAIL
May  17,  2004
Deanna  L.  McKenzie

Dear  Deanna:

Re:  Offer  of  Employment  -  Senior  Vice  President,  Business  Development

It  was  a  pleasure  discussing your qualifications for employment with Securac
Inc.  ("Securac") on May 5th, 2004.  Based on our discussion and the information
you  have  provided, we believe you possess the skills, experience, and attitude
to  make Securac the premier provider of enterprise risk management software and
services  world  wide.

We  are  pleased  to offer you employment with Securac as Vice President, Global
Business  Development,  reporting  to  the Executive Vice President, Sales. Your
primary  duties  will  include:

1.   Assist in the design and ongoing execution of a targeted sales plan for the
     indirect  and  direct  sales  channels,  resulting  in signed contracts and
     revenue  generating  transactions.

2.   Provide  the  leadership  and  management in the sales & marketing process.
     This  are  of  responsibility will be to directly assist Securac's existing
     and  new  channel  partners  in  influencing customers which will result in
     license  and  consulting  revenue  generated  from  Securac  solutions:

     a.   Initiate  partner  programs and facilitate on an ongoing basis working
          with  these  partners/influencers  to  drive  Securac  solution  sales
          revenue.

     b.   Identify  early  sales  opportunities/pipeline  within  the  channel
          partners  and  subsequently  lead  the process in closure of contracts
          with  all  channel  partners.

     c.   Create  and  Implement  sales  &  marketing support to any direct reps
          inside  the  partner organizations building an effective vision around
          Securac  solutions.

     d.   Design,  implement  and  manage  programs  which  will build a sales &
          marketing  team  within the in-direct and direct channel that promotes
          Securac.  These  programs  will  execute  on the Securac sales process
          attaining  revenue  and  profitability  expectations to meet or exceed
          Securac  growth  targets.

3.   Help  define,  implement  and  manage  on  an  ongoing  basis  the internal
     procedures,  sales  models,  marketing  programs, etc. which will result in
     zero  conflict  between the channel and in-direct sales, as well as between
     internal  Securac  professional  services  and  partner  services.

4.   Drive  and  achieve  a  personal direct sales quota in North America and/or
     Globally.

5.   Your  duties  and responsibilities will change from time to time as Securac
     grows  and  changes.

Other  terms  of  our  offer  of  employment  are:

<TABLE>
<CAPTION>

<S>                      <C>
--------------------------------------------------------------------------------
1. Start  Date:          June  21,  2004,  or such other date as may be mutually
                         agreed  upon  between  the  parties.
--------------------------------------------------------------------------------
2. Position:             Senior  Vice President, Business Development.
--------------------------------------------------------------------------------
3.  Base  Salary:        CDN$12,500 per  month  (to  be  reviewed  annually.)
--------------------------------------------------------------------------------
4.  Management  Bonus    In  addition  to  the  sales commission outlined below,
                         Securac  will  pay  you  an additional bonus should our
                         annual sales (sales actually paid for) exceed an agreed
                         upon  amount. For 2004, Securac will pay you a bonus of
                         $  30,000 (Cdn), should sales booked by yourself (sales
                         paid  for)  exceed  $  1,000,000  (Cdn) by December 31,
                         2004.  Thereafter, you will be entitled to a management
                         bonus based upon sales targets and criteria provided to
                         you  by  Securac on an annual basis. 5% commission paid
                         on  license  sales  generated  by  you  through channel
                         partners  (i.e.  Deloitte  and  Touche,  IBM,  etc.)
--------------------------------------------------------------------------------
5.  Sales Commission     3%  commission  paid on all professional services gross
                         revenue  generated  through channel partners (assumes a
                         minimum  of  25%  gross  margin)

                         5%  commission paid on all gross sales generated by you
                         through  direct  sales.

                         Upon  hiring additional sales professionals for Channel
                         Partner  Sales  and  Account  Management, 2% commission
                         will  be  paid on all commissionable sales generated by
                         reporting  sales  representatives.

                         The above commission rates will be reviewed annually be
                         Securac,  and  Securac reserves the right to adjust the
                         commission rates after each annual review by giving you
                         three (3) months advance written notice of the changes.
                         Commission will not be paid until Securac has been paid
                         by  the  client.  Should  your  employment with Securac
                         cease,  and  regardless  of the reason for cessation of
                         employment,  Securac  will  pay  your  commission (once
                         Securac  has  been  paid)  provided  that  the sale was
                         booked  on  or  prior  to  your  last  day  of  actual
                         employment  with  Securac.
--------------------------------------------------------------------------------
6.Share Purchase Options Subject  to  approval  of  the Stock Option Plan by the
                         shareholders  at the 2004 Annual General Meeting of the
                         Shareholders:

                         Time  Based  Option  Plan
                         -------------------------
                         50,000  share  purchase  options  of  Securac Inc. at a
                         strike  price  of  CDN$1.50/share  fully  vested  upon
                         becoming  a  Securac  Inc.  employee;

                         50,000  share  purchase  options  of  Securac Inc. at a
                         strike  price  of  CDN$1.50/share  fully  vested  upon
                         completion  of  six  months  full  time employment; and

                         50,000  share  purchase  options  of  Securac Inc. at a
                         strike  price  of CDN$1.50/share fully vested after one
                         year  of  full  time  employment.

                       Performance Based Option Plan (In addition to Time Based)
                       ---------------------------------------------------------
                         50,000  share  purchase  options  of  Securac Inc. at a
                         strike  price  of  CDN$1.50/share  upon  achievement of
                         $500,000  net  new  channel  partner  and/or new direct
                         sales  contribution  (double  share  option  amount  if
                         target  achieved  prior  to  August  31,  2004);

                         50,000  additional  share  purchase  options of Securac
                         Inc.  at  a  strike  price  of  CDN$1.50/share  upon
                         achievement of $1,500,000 channel and/or net new direct
                         sales  contribution  (double  share  option  amount  if
                         target  achieved  prior  to  December  31,  2004);  and

                         50,000  additional  share  purchase  options of Securac
                         Inc.  at  a  strike  price  of  CDN$1.50/share  upon
                         achievement  of  $3,000,000 channel and/or direct sales
                         contribution  (double  share  option  amount  if target
                         achieved  prior  to  the  anniversary  date  of  this
                         agreement).

                         All share options shall be exercised in accordance with
                         Securac's  Stock  Option  Plan  and  Stock  Option
                         Agreements.  Upon  cessation  of  employment,  and
                         regardless  of  the reason for cessation of employment,
                         you  will  have  ninety (90) days to exercise any share
                         options  vested as of the date of cessation employment.
                         Share  options will not continue vest after the date of
                         cessation  of  employment.
--------------------------------------------------------------------------------
7.  Perquisites:         Participation  in  the  benefits  plan after 90 days of
                         full-time employment, paid statutory Canadian holidays,
                         Securac will pay for all pre-approved business expenses
                         (i.e.  cell  phone,  mileage,  travel  expenses,  etc.)
                         including  parking  at the Calgary office. All benefits
                         of employment, including short and long term disability
                         coverage,  will  cease  as  of  your last day of active
                         employment  with  Securac and Securac will not have any
                         liability  for  any  damages you sustain as a result of
                         the  cessation  of  benefits.
--------------------------------------------------------------------------------
8.  Annual  vacation     Four  (4)  weeks after one year of full time employment
--------------------------------------------------------------------------------

9. Employment Agreement  A  definitive agreement will be drafted and provided to
                         you.
--------------------------------------------------------------------------------
10.  Probation  Period:  During  the  first  three (3) months of your employment
                         with  Securac, Securac can terminate your employment at
                         any  time for any reason, by providing you with two (2)
                         weeks  advance  working notice, or at the discretion of
                         Securac, by immediately terminating your employment and
                         providing  you with a severance amount equal to two (2)
                         weeks  of  your  then  Base  Salary.  You  would not be
                         entitled  to any further severance compensation if your
                         employment  was terminated during the Probation Period.
--------------------------------------------------------------------------------
11.  Resignation:        You  can  resign  at any time from your employment with
                         Securac  by  providing  Securac  with  one  (1)  months
                         advance  written  notice  of  your  resignation  date.

12.Termination:          Securac  can  immediately terminate your employment, at
                         any  time,  without  any  severance compensation, for a
                         reason  that  constitutes  just  cause.

                         After  the Probation Period, and for a reason that does
                         not  constitute  just  cause,  Securac  can immediately
                         terminate  your  employment  by  providing  you  with a
                         severance  amount  equal to one month Base Salary, plus
                         an  additional  one  (1)  month  Base  Salary  for each
                         completed  year  of  employment with Securac after June
                         21,  2004.  After  the  third  year of anniversary with
                         Securac,  you  would  receive one (1) year severance to
                         paid  out monthly or in a lump sum at the discretion of
                         Securac.  Upon  payment  of the above severance amount,
                         Securac  would  have  no further obligations to you for
                         severance,  termination  pay, or pay in lieu of notice.
--------------------------------------------------------------------------------
13.  Confidentiality     As  a  term  of your employment you will be required to
                         enter  into  a  confidentiality  and  non-disclosure
                         agreement.
--------------------------------------------------------------------------------
14.Securac Acquisition:  Upon  the  successful  promotion  and  acquisition  of
                         Securac by an organization introduced and negotiated by
                         yourself,  the following compensation on the gross sale
                         amount  of  the  company  will  be  awarded as follows:
</TABLE>

<TABLE>
<CAPTION>
<S>                    <C>                   <C>

                              Gross Acquisition  Commission on
                                    Amount        Gross Amount
                       -----------------------------------
                              < $29,999,999            2%
                       -----------------------------------
                         $30,000,000 - $49,999,999     4%
                       -----------------------------------
                         $50,000,000 - $69,999,999     5%
                       -----------------------------------
                              > $70,000,000            6%
                       -----------------------------------
</TABLE>

Investment  brought  to  Securac  as  a  result  of  Deanna  McKenzie's network,
remuneration  to  Deanna  McKenzie  will  be 4.5% cash or 9% in stock options at
$1.50  CDN  per  share  on  the  gross  investment  amount.

If  you find this offer acceptable, please sign this letter and return it to our
offices  before  18:00  MST  May  21,  2004.  By  accepting  this offer, you are
acknowledging  that  you  are not bound by any non-compete restrictions with any
organization  which  would  restrict  the fulfillment of the terms of employment
with  Securac  and  you  further  acknowledge  that  in partial consideration of
employment  you will execute an Employment Agreement to follow.  This offer will
expire  at  18:00  MST  May  21,  2004.

Deanna,  we  are  confident  that this position will offer you an opportunity to
make  a  significant  contribution  to  the  success  of  Securac.

Yours  truly,

SECURAC  INC.

Per:     /s/  Terry  W.  Allen
         ---------------------
         Terry  W.  Allen,
         Chief  Executive  Officer

I  acknowledge  that  I have read this letter, understand it fully, and I accept
employment  with  Securac  on  the  terms  and  conditions  set  out  above.

/s/  Deanna  McKenzie
---------------------
Deanna  McKenzie
----------------

SCHEDULE  "A"
TO  THE  OFFER  OF  EMPLOYMENT
DATED  MAY  17,  200R  BETWEEN
DEANNA  McKENZIE  and  SECURAC  INC.

EMPLOYEE  CONFIDENTIAL  INFORMATION  AND
INVENTIONS  AGREEMENT

In  partial  consideration  and  as  a  condition  of my employment or continued
employment  with SECURAC INC. (which together with any subsidiary, affiliate, or
successor  is hereinafter referred to as the "Company"), and effective as of the
date  that  my  employment  with  the Company first commenced, I hereby agree as
follows:

1.   Non-competition.  During my employment with the Company, I will perform for
     the  Company  such  duties  as  it may designate from time to time and will
     devote  my  full  time  and best efforts to the business of the Company and
     will  not,  without  the  prior  written  approval of (i) an officer of the
     Company  if  I am not an executive officer of the Company or (ii) the Board
     of  Directors  of  the Company if I am an executive officer of the Company,
     (a)  engage  in  any  other  professional  employment or consulting, or (b)
     directly  or  indirectly  participate  in or assist any business which is a
     current  or  potential supplier, customer, or competitor of the Company, or
     (c)  for  six  (6)  months following termination of employment, directly or
     indirectly  participate  in  or  assist  any business which is a current or
     potential  supplier or customer of the Company or for any organization that
     we are currently in negotiations with for the provision of services or have
     an  open  RFP  with.

2.   Non-solicitation.  During the term of my employment by the Company, and for
     one  (1) year following the cessation of such employment, howsoever caused,
     I  shall  not  directly or indirectly, without the prior written consent of
     the  Company,  solicit,  recruit,  encourage  or  induce  any  employees,
     directors,  consultants,  contractors  or  subcontractors of the Company to
     leave  the  employ  of the Company, either on my own behalf or on behalf of
     any  other  person  or  entity.

3.   Confidentiality  Obligation.  I  will  hold  all  Company  Confidential
     Information  in  confidence  and  will  not  disclose,  use, copy, publish,
     summarize,  or  remove  from  the  premises of the Company any Confidential
     Information,  except  (a)  as  necessary  to  carry  out  my  assigned
     responsibilities  as  a  Company  employee, and (b) after termination of my
     employment, only as specifically authorized in writing by an officer of the
     Company.  "Confidential  Information"  is  all  information  related to any
     aspect of the business of the Company which is either information not known
     by  actual  or  potential  competitors  of  the  Company  or is proprietary
     information  of  the  Company,  whether of a technical nature or otherwise.
     Confidential  Information  includes  inventions,  disclosures,  processes,
     systems,  methods,  formulae,  devices,  patents,  patent  applications,
     trademarks,  intellectual  properties,  instruments,  materials,  products,
     patterns,  compilations, programs, techniques, sequences, designs, research
     or  development  activities  and  plans, specifications, computer programs,
     source  codes,  mask  works, costs of production, prices or other financial
     data, volume of sales, promotional methods, marketing plans, lists of names
     or  classes  of customers or personnel, lists of suppliers, business plans,
     business  opportunities,  or  financial  statements.

4.   Information  of  Others.  I  will  safeguard  and  keep  confidential  the
     proprietary  information  of  customers,  vendors,  consultants,  and other
     parties  with  which  the Company does business to the same extent as if it
     were  Company  Confidential  Information.  I will not, during my employment
     with  the  Company  or  otherwise,  use  or  disclose  to  the  Company any
     confidential, trade secret, or other proprietary information or material of
     any  previous  employer  or  other  person,  and  I will not bring onto the
     Company's premises any unpublished document or any other property belonging
     to any former employer without the written consent of that former employer.

5.   Company  Property.  All  papers,  records,  data,  notes,  drawings, files,
     documents,  samples,  devices,  products,  equipment,  and other materials,
     including  copies  and  in  whatever  form, relating to the business of the
     Company  that  I  possess  or  create as a result of my Company employment,
     whether  or  not  confidential,  are the sole and exclusive property of the
     Company.  In the event of the termination of my employment, I will promptly
     deliver  all such materials to the Company and will sign and deliver to the
     Company  the  "Termination  Certificate"  attached  hereto  as  Exhibit  A.

6.   Ownership  of  Inventions.  All  inventions,  ideas,  designs,  circuits,
     schematics,  formulas, algorithms, trade secrets, works of authorship, mask
     works,  developments,  processes,  techniques,  improvements,  and  related
     know-how  which  result from work performed by me, alone or with others, on
     behalf  of  the  Company  or  from  access  to  the  Company  Confidential
     Information  or  property  whether  or  not  patentable,  copyrightable, or
     qualified for mask work protection (collectively "Inventions") shall be the
     property of the Company, and, to the extent permitted by U.S. law, shall be
     "works  made  for hire." I hereby assign and agree to assign to the Company
     or its designee, without further consideration, my entire right, title, and
     interest  in and to all Inventions, other than those described in Paragraph
     7 of this Agreement, including all rights to obtain, register, perfect, and
     enforce  patents,  copyrights,  mask  work  rights,  and other intellectual
     property protection for Inventions. I will disclose promptly and in writing
     to  the  individual designated by the Company or to my immediate supervisor
     all  Inventions  which  I  have  made  or  reduced  to  practice. During my
     employment  and for four (4) years after, I will assist the Company (at its
     expense)  to  obtain and enforce patents, copyrights, mask work rights, and
     other  forms  of  intellectual  property  protection  on  Inventions.

7.   Excluded  Inventions.  Attached  hereto  as  Exhibit  B  is  a  list of all
     inventions,  improvements,  and original works of authorship which I desire
     to  exclude  from this Agreement, each of which has been made or reduced to
     practice  by  me  prior  to  my  employment  by  the  Company.

8.   Patent  Applications.  If  the Company files an original Canadian or United
     States  patent  application  covering  any  invention of which I am a named
     inventor,  I  will  receive  an  inventor's  fee  of  $100.

9.   Prior  Contracts.  I  represent that there are no other contracts to assign
     inventions that are now in existence between any other person or entity and
     me. I further represent that I have no other employments, consultancies, or
     undertakings  which  would  restrict  and  impair  my  performance  of this
     Agreement.

10.  Agreements  with  the  United  States Government and Other Third Parties. I
     acknowledge  that  the  Company  from time to time may have agreements with
     other  persons or with the United States or Canadian Government or agencies
     thereof  which  impose obligations or restrictions on the Company regarding
     Inventions  made  during  the  course  of  work  under  such  agreements or
     regarding  the confidential nature of such work. I agree to be bound by all
     such  obligations  or  restrictions  and  to  take  all action necessary to
     discharge  the  obligations  of  the  Company  thereunder.

11.     Miscellaneous.
     (A)  Enforcement. If any provision of this Agreement shall be determined to
          be  invalid  or  unenforceable  for  any  reason, it shall be adjusted
          rather than voided, if possible, in order to achieve the intent of the
          parties  to the extent possible. In any event, all other provisions of
          this  Agreement  shall  be  deemed  valid  and enforceable to the full
          extent  possible.
     (B)  Injunctive  Relief;  Consent  to Jurisdiction. I acknowledge and agree
          that  damages  will not be an adequate remedy in the event of a breach
          of  any of my obligations under this Agreement. I therefore agree that
          the  Company shall be entitled (without limitation of any other rights
          or  remedies  otherwise  available  to  the  Company  and  without the
          necessity of posting a bond) to obtain an injunction from any court of
          competent  jurisdiction  prohibiting  the continuance or recurrence of
          any  breach  of  this  Agreement.  I  hereby  submit  myself  to  the
          jurisdiction  and  venue  of the courts of the Province of Alberta for
          purposes  of  any such action. I further agree that service upon me in
          any  such  action  or  proceeding  may  be  made  by first class mail,
          certified  or  registered,  to  my  address  as  last appearing on the
          records  of  the  Company.
     (C)  Arbitration.  I  further  agree  that  the Company, at its option, may
          elect  to  submit any dispute or controversy arising out of or related
          to  this  Agreement  for  final settlement by arbitration conducted in
          Alberta,  Canada,  in  accordance  with the then existing rules of the
          Arbitration Act (Alberta), and judgment upon the award rendered by the
          arbitrators  shall  be  specifically enforceable and may be entered in
          any  court  having  jurisdiction  thereof.
     (D)  Legal  Fees.  If  any  party  seeks  to  enforce its rights under this
          Agreement  by legal proceedings or otherwise, the non prevailing party
          shall  pay  all  costs  and  expenses  of  the  prevailing  party.
     (E)  Waiver. The waiver by the Company of a breach of any provision of this
          Agreement  shall  not  operate  or  be  construed  as  a waiver of any
          subsequent  breach  of  the  same  or  any  other  provision  hereof.
     (F)  Binding  Effect.  This Agreement shall be binding upon and shall inure
          to  the  benefit  of the successors, executors, administrators, heirs,
          representatives,  and  assigns  of  the  parties.
     (G)  Headings.  The  Section headings herein are intended for reference and
          shall  not  by themselves determine the construction or interpretation
          of  this  Agreement.
     (H)  Entire  Agreement;  Modifications.  This  Employee  Confidential
          Information  and  Inventions  Agreement  contains the entire agreement
          between  the  Company  and  the  undersigned  employee  concerning the
          subject  matter  hereof  and  supersedes  any  and  all  prior  and
          contemporaneous  negotiations,  correspondence,  understandings,  and
          agreements,  whether  oral or written, respecting that subject matter.
          All  modifications  to this Agreement must be in writing and signed by
          the  party  against  whom  enforcement of such modification is sought.

IN  WITNESS  WHEREOF, I have executed this Employee Confidential Information and
Inventions  Agreement  as  of  the  17th  day  of  May,  2004.


                                      /s/  Deanna  L.  McKenzie
                                      -------------------------
                                      Signature
Employee's  Name:                     Deanna  L.  McKenzie
Address:
Email:



Receipt  Acknowledged:                SECURAC  INC.
                                      Per:  /s/  Paul  James  Hookham
                                            -------------------------
                                      Paul  James  Hookham,
                                      Chief  Financial  Officer

                                    EXHIBIT A
                            TERMINATION CERTIFICATION

This  is  to  certify  that I do not have in my possession, nor have I failed to
return,  any  papers, records, data, notes, drawings, files, documents, samples,
devices,  products,  equipment, designs, computer programs, and other materials,
including reproductions of any of the aforementioned items, belonging to Securac
Pacific  INC.,  its  parent  company,  subsidiaries,  affiliates, successors, or
assigns  (together,  the  "Company").

I  further  certify  that  I  have  complied with all the terms of the Company's
Employee  Confidential  Information  and  Inventions  Agreement  signed  by  me,
including the reporting of any Inventions (as defined therein) conceived or made
by  me  (solely  or  jointly  with  others)  covered  by  that  agreement.

I  further  agree that, in compliance with the Employee Confidential Information
and  Inventions Agreement, I will hold in confidence and will not disclose, use,
copy,  publish,  or  summarize  any  Confidential Information (as defined in the
Employee Confidential Information and Inventions Agreement) of the Company or of
any of its customers, vendors, consultants, and other parties with which it does
business.

Date:  ____________________

                                             --------------------
                                             Signature
Employee's  Name:                            Deanna  L.  McKenzie

                                    EXHIBIT B
                    LIST OF ALL INVENTIONS, IMPROVEMENTS, AND
                          ORIGINAL WORKS OF AUTHORSHIP

           Title     Date     Identifying Number or Brief Description
---------------------------------------------------------------------
N/A
---------------------------------------------------------------------
(Please  mark  N/A  if  not  applicable)

Date:  January  12,  2005.
                                           /s/  Deanna  L.  McKenzie
                                           -------------------------
                                           Signature
Employee's  Name:                          Deanna  L.  McKenzie