EXHIBIT 10.19

                            [SECURAC INC. LETTERHEAD]

January  7,  2005

HAND  DELIVERED                                       "Private and Confidential"

Mr.  Bernie  McNeill

Dear  Bernie;

Re:     Offer  of  Employment - Senior Vice President, Sales and Marketing North
America

It  was  a  pleasure  discussing your qualifications for employment with Securac
Inc.  (the  "Company")  on December 24th, 2004.  Based on our discussion and the
information  you  have  provided, we believe you possess the skills, experience,
and  attitude  to  make  the  Company  the  premier  provider of enterprise risk
management  (ERM)  software,  QA/QC Services business and other related services
world-wide.

We are pleased to offer you employment with the Company as Senior Vice President
Sales  and  Marketing  North  America, reporting to the Executive Vice President
Sales.  Your  primary  duties  will  include:

1.   Assist  in the design and ongoing execution of a targeted direct sales plan
     with  the  primary duty of growing the Securac Acertus GRC direct sales and
     professional services, resulting in signed contracts and revenue generating
     transactions.

2.   Provide  the  leadership and management in the sales and marketing process.
     This  area  of  responsibility  will  be  to directly assist the Company in
     influencing  customers  which  will  result  in  license  and/or consulting
     revenue  generated  from  Company  solutions:

     (a)  manage  and develop executive level relationships with Securac's North
          American  customers,  as  well  as, initiate, develop and execute on a
          joint  marketing  and  sales  go-to-market  plan  for  2005;

     (b)  strengthen relationships between customers and different groups within
          Securac,  including  but  not  limited  to  Channel  Partner  Sales,
          Operations  and  Technical  Support;

     (c)  develop  business  plans  and  strategies  for differentiation, market
          penetration  and  revenue/margin  growth.  Develop  programs that will
          ensure  dedication,  commitment and focus to the Securac ERM solution;
          and

     (d)  develop,  track  and  manage  opportunity  forecasts with partners and
          conduct  regular quarterly meetings to review progress, address issues
          and  plan  future  joint  activities.

3.   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 direct sales for both services and product, as well
     as  between  internal  Company  professional services and partner services.

4.   Marketing  and  Sales  responsibilities  will  also  include:

     (a)  Marketing  Support:
          (i)  Will  drive  the  creation of consistent collateral including the
               website.  Assist  in  authoring  marketing materials for Securac;
          (ii) Messaging  -  create  clear,  concise  and  consistent  messaging
               demonstrating  we  are  thought  and  risk  industry  leaders;
          (iii)  Drive  our  product  marketing  including price, promotions and
               placement;
          (iv) Ensure  all  our  marketing  is  linked  including  our  product
               demonstrations  and  play  a  major  role  with bringing the Risk
               Governance  and  Acertus  products  together;
          (v)  Coordinate  and schedule Securac thought leaders on key events so
               we  are  recognized  as  risk  industry  leaders;
          (vi) Develop  an  integrated  sales  and marketing strategic plan; and
          (vii)  Drive  our corporate and product branding for sales positioning
               Securac  IP  for  potential  acquisition  (wire  the  branding to
               quality,  price  and  service).

     (b)  Sales  Support
          (i)  Assist  in  the  sales  process  mapping;
          (ii) Assist  in  training  and  software  demo  development  process;
          (iii)  Deliver  sales  and  marketing  pitches  to  executives
          (iv) Assist  in  implementing  sales  discipline  standards
          (v)  Assist  in  developing  implementation  strategies;  and
          (vi) Provide  Sales  Management  reporting  on  a  regular  basis.

5.   Drive  and achieve a direct combined sales quota of (CDN) $9,450,000.00 for
     the  calendar  year  2005,  as  follows:

     (a)  direct  the  QA/QC  Department  of  the  Company  (which  is under the
          leadership  of  Michael  Mooney)  with  a  direct sales quota of (CDN)
          $4,000,000.00;

     (b)  direct  the Physical Risk Department (which is under the leadership of
          Terry  Hoffman)  with  a  direct sales quota of (CDN) $650,000.00; and

     (c)  direct  the Acertus GRC and Risk Governance product sales and services
          (which  is  currently  part  of the Sales Territory comprised of Kevin
          Canfield, George Balerna and Jim MacLean) with a direct sales quota of
          $4,800,000.00,  with  sales  initially  targeting  the  North American
          market.  This  direct  combined sales quota will be reviewed annually.

6.   Your  duties  and  responsibilities  will  change  from time to time as the
     Company  grows  and  expands.

Other  terms  of  our  offer  of  employment  are:

<TABLE>
<CAPTION>

<S>                      <C>

--------------------------------------------------------------------------------
1. Start  Date           January 24th, 2005 (to be compensated for ten (10) days
                         of  assistance you provided at the beginning of January
                         2005).
--------------------------------------------------------------------------------
2. Position              Senior  Vice  President,  Sales  and  Marketing  North
                         America
--------------------------------------------------------------------------------
3. Base  Salary          (CDN)  $130,000.00 per annum ($10,833.33 per month) (to
                         be  reviewed  annually).
--------------------------------------------------------------------------------
4. Management  Bonus     In addition to the sales commission outlined below, the
                         Company  will  pay  you  an additional bonus should our
                         annual  sales  (sales  paid  by  the  client) exceed an
                         agreed  upon  amount.

                         For  2005,  the  Company  will  pay  you  a  bonus  of
                         $20,000.00  (CDN),  should  sales  booked  by the North
                         American  Sales  team  exceed  the  identified  revenue
                         targets  by  December 31, 2005. Thereafter, you will be
                         entitled to a management bonus based upon sales targets
                         and  criteria  provided  to  you  by  the Company on an
                         annual  basis.
--------------------------------------------------------------------------------
5. Sales Commission      (a)  1%  commission  paid  monthly  on all professional
                         services  gross  revenue  generated  through the direct
                         combined  sales  quota referred to in paragraph 5 above
                         (assumes  a  minimum  of  25%  gross  margin, pro-rated
                         accordingly).

                         (b)  3%  commission  paid  on  all North American gross
                         license  sales  revenue generated (assumes a minimum of
                         40%  gross  margin,  pro-rated  accordingly).

                         (c)  5%  commission  paid on license sales generated by
                         you  (assumes  a minimum of 40% gross margin, pro-rated
                         accordingly).

                         The above commission rates will be reviewed annually by
                         the  Company  and  the  Company  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 the
                         Company  has  been  paid  by  the  client.  Should your
                         employment  with  the  Company cease, and regardless of
                         the  reason  for  cessation  of employment, the Company
                         will  pay  your  commission  (once the Company has been
                         paid)  provided that the sale was booked on or prior to
                         your  last  day  of actual employment with the Company.
--------------------------------------------------------------------------------
6.Share Purchase Options Subject  to  approval  of  the Stock Option Plan by the
                         shareholders  at  the  Annual  General  Meeting  of the
                         Shareholders:

                         Time  Based  Option  Plan
                         -------------------------

                         10,000 share purchase options of the Company's publicly
                         traded  parent company at a strike price of fair market
                         value  on  the  effective  date of the option agreement
                         ("Options"),  fully vested upon becoming an employee of
                         the  Company;

                         10,000 Options, fully vested upon completion of six (6)
                         months  full-time  employment  with  the  Company;  and

                         10,000 Options, fully vested upon completion of one (1)
                         year's  full-time  employment  with  the  Company.

                       Performance Based Option Plan (In addition to Time Based)
                       ---------------------------------------------------------

                         20,000 additional Options, upon achievement of $500,000
                         net  new direct sales contribution (double share option
                         amount  if  target  achieved  prior to March 30, 2005);

                         20,000  additional  Options,  upon  achievement  of
                         $1,500,000  net direct sales contribution (double share
                         option  amount  if  target  achieved  prior to June 30,
                         2005);  and

                         30,000  additional  Options,  upon  achievement  of
                         $3,000,000  net  new  direct sales contribution (double
                         share  option  amount  if  target achieved prior to the
                         anniversary  date  of  this  agreement).

                         All  Options  shall be exercised in accordance with the
                         Company'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 Options
                         vested  as of the date of cessation employment. Options
                         will  not  continue vest after the date of cessation of
                         employment.
--------------------------------------------------------------------------------
7.  Perquisites          Participation  in  the  benefits plan will be effective
                         immediately  upon  becoming  a  full-time  employee.

                         Participation  in  other  benefits  will  be  effective
                         immediately  and  will  include paid statutory Canadian
                         holidays and reimbursement of all pre-approved business
                         expenses  (i.e.  cell  phone, mileage, travel expenses,
                         etc.).

                         All  benefits  of  employment, including short and long
                         term  disability  coverage,  will cease as of your last
                         day  of  active  employment  with  the  Company and the
                         Company will not have any liability for any damages you
                         sustain  as  a  result  of  the  cessation of benefits.
--------------------------------------------------------------------------------
8.  Annual  Vacation     You  will  be  entitled to vacation on a pro rata share
                         calculated  on  the  basis  of  three  (3)  weeks  paid
                         vacation  per  year.
--------------------------------------------------------------------------------
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  the  Company,  the  Company  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  the Company, 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
                         the  Company  by  providing  the  Company  with one (1)
                         months advance written notice of your resignation date.

                         The  Company can immediately terminate your employment,
                         at  any time, without any severance compensation, for a
                         reason  that  constitutes  just  cause.
--------------------------------------------------------------------------------
12.  Termination         After  the Probation Period, and for a reason that does
                         not  constitute just cause, the Company can immediately
                         terminate  your  employment  by  providing  you  with a
                         severance  amount  equal  to one (1) month Base Salary,
                         plus  an  additional one (1) month Base Salary for each
                         completed  year  of  employment  with the Company after
                         January 24th, 2005. Upon payment of the above severance
                         amount,  the  Company 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.
--------------------------------------------------------------------------------

</TABLE>

If  you find this offer acceptable, please sign this letter and return it to our
offices  before  18:00 MST January 12th, 2005.  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  the  Company  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  January  12th,  2005.

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

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  Inc.  on  the  terms  and  conditions  set out above.

/s/  Bernie  McNeill
--------------------
Bernie  McNeill      Date:  January  12,  2005

SCHEDULE  "A"
TO  THE  OFFER  OF  EMPLOYMENT
DATED  JANUARY  7,  2005  BETWEEN
BERNIE  McNEILL  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  12th  day  of  January,  2005.

                                 /s/  Bernie  McNeill
                                 --------------------
                                 Signature

Employee's  Name:                Bernie  McNeill
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:     Bernie  McNeill

                                    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/  Bernie  McNeill
                             --------------------
                             Signature
Employee's  Name:            Bernie  McNeill