Exhibit 10.5


                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the __th day of
__________, ___ (the "Commencement Date"), and is by and between RETURN ASSURED
INCORPORATED, a Delaware corporation with an office for purposes of this
Agreement at Suite 2240, 885 West Georgia Street, Vancouver, British Columbia
V6C 3E8 (hereinafter "Company"), and MATTHEW SEBAL with an address at
______________, (hereinafter "Executive").

                              W I T N E S S E T H:

      WHEREAS, Company wishes to retain the services of Executive to act as
President & CEO for and on its behalf in accordance with the following terms,
conditions and provisions; and

      WHEREAS, Executive wishes to perform such services for and on behalf of
Company, in accordance with the following terms, conditions and provisions.

      NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained the parties hereto intending to be legally bound hereby agree
as follows:

      1.    EMPLOYMENT.  Company hereby employs Executive and Executive
accepts such employment and shall perform his duties and the responsibilities
provided for herein in accordance with the terms and conditions of this
Agreement.

      2.    EMPLOYMENT STATUS.  Executive shall at all times be Company's
employee subject to the terms and conditions of this Agreement.

      3. TERM. Unless earlier terminated pursuant to terms and provisions of
this Agreement, this Agreement shall have a term (the "Term") of three (3) years
from the Commencement Date. The Term shall automatically renew for successive
one-year terms thereafter unless either party delivers written notice of
termination to the other at least 60 days prior to the end of the initial
three-year Term or any succeeding one-year Term.

      4. POSITION. During Executive's employment hereunder, Executive shall
serve as President & CEO of Company or in such other executive position as may
be assigned to him by the Board of Directors. Executive shall have the customary
powers, responsibilities and authorities of such position in corporations of the
size, type and nature of Company. Executive shall perform such duties and
exercise such powers commensurate with his position and responsibilities as
shall be determined from time to time by the Board of Directors of Company (the
"Board"). Executive shall be provided with an office, staff and other working
facilities at the executive offices of Company consistent with his position and
as required for the performance of his duties.

      5. LOCATION. During Executive's employment hereunder, Executive shall be
based at Company's offices in Vancouver, British Columbia. In the event that
Executive shall be required to relocated more than 50 miles from Vancouver,
British Columbia or outside Canada, Company will provide Executive with a
reasonable living allowance (not to exceed US$1,500.00 per month) taking into
consideration any higher cost of living in the Company's new location and will
be responsible for Executive's reasonable legal, immigration and accounting
expenses related to such move.

      6.    COMPENSATION.  For the performance of all of Executive's services
to be rendered pursuant to the terms of this Agreement, Company will pay and
Executive will accept the following compensation:

            6.1. Base Salary During the Term, Company shall pay Executive an
initial base monthly salary of US$15,000.00 (the "Base Salary") payable in
monthly installments in advance, and such Base Salary shall


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not be decreased during the Term. Executive's Base Salary, as in effect from
time to time, is hereinafter referred to as the "Executive's Base Salary."

            6.2. Withholding. Company shall deduct and withhold from Executive's
compensation all necessary or required taxes, including but not limited to
employee's statutory income tax withholding, Canada Pension and Employment
Insurance contributions, and any other applicable amounts required by law or any
taxing authority.

            6.3. Incentive Stock Bonus. COMPENSATION COMMITTEE TO SUGGEST


      7.    EXECUTIVE BENEFITS.

            7.1. During the Term hereof and so long as Executive is not
terminated for cause (as such term is defined herein), Executive shall receive
and be provided health, dental and life insurance, and during Executive's
employment hereunder such other employee benefits including, without limitation,
fringe benefits, parking, retirement plan participation and life, health,
accident and disability insurance, made available to executive officers of
Company (collectively, "Executive Benefits"). The parties acknowledge that the
benefits to be provided pursuant to this Section shall commence as soon as
practicable following the date hereof, but in any case within six months
following the date hereof.

            7.2. Executive shall be entitled to receive three (3) weeks paid
vacation per year. If such vacation time is not taken by Executive in the then
current year, Executive at his option may accrue vacation or receive
compensation in lieu thereof at one-half the then current level of Executive's
Base Salary.

            7.3. Reasonable travel, entertainment, continuing professional
education and other business expenses actually incurred by Executive in the
performance of his duties hereunder shall be reimbursed by Company in accordance
with Company policies as in effect from time to time.

            7.4. During the term of this Agreement, Company will provide
Executive with an automobile allowance of US$500.00 per month.

      8.    TERMINATION.

            8.1. Termination by Company Without Cause. Company shall have the
right to terminate Executive's employment hereunder without cause by giving
Executive written notice to that effect. Any such termination of employment
shall be effective on the date specified in such notice.

            8.2. Termination by Company for Cause. Company shall have the right
to terminate this Agreement and Executive's employment hereunder "for cause" by
giving Executive written notice to that effect. Any such termination of
employment shall be effective on the date specified in such notice. For the
purpose of this Agreement, "for cause" shall mean (i) commission of a willful
act of dishonesty in the course of Executive's duties hereunder, (ii) conviction
by a court of competent jurisdiction of a criminal offense where the Crown has
proceeded by way of indictment, or a crime constituting a felony or conviction
in respect of any act involving fraud, dishonesty or moral turpitude resulting
in Company's detriment or reflecting upon Company's integrity (other than
traffic infractions or similar minor offenses), or (iii) a material breach by
Executive of the terms of this Agreement and failure to cure such breach within
30 days after receipt of written notice from Company specifying the nature of
such breach or to pay compensation to Company deemed reasonable by Company if
the breach cannot be cured.

            8.3.  Death, Incapacitation or Disability.

                  (i) If Executive dies during his employment hereunder, this
Agreement shall terminate upon the date of Executive's death.


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                  (ii) In the event Executive suffers Total and Permanent
Disability, Company may terminate Executive's employment. "Total and Permanent
Disability" means any condition affecting Executive that prevents the
performance of the essential job functions and which is expected to be of a
long, continued and indefinite duration which has caused Executive's absence
from service, after providing to Executive reasonable accommodation to perform
the requirements of the job if required by law, for not less than 180
consecutive days during any 12 month period or for such shorter periods
aggregating 180 days during any 12 month period. In such instance, a
determination of the existence of Executive's disability and of the duration of
the disability may be made by written agreement between Company and Executive,
or Executive's legally appointed guardian if Executive then is incompetent. If
the parties do not agree, such determination shall be made, and certified in
writing, by a licensed physician and not an employee of Company, and such
physician's determination, after the proper medical examination, shall be
binding and conclusive upon the parties to this Agreement. If Executive is found
to be totally disabled, Executive shall be deemed to remain disabled until found
otherwise by the examining physician. Should disability commence within six
months after termination of a prior period of disability, and should the later
disability be related to the same sickness or injury which results from any
earlier disability, then the later period of disability shall be considered to
have consecutively followed the earlier period of disability. Whether the later
disability is related to the same sickness or injury which resulted in the
earlier disability shall be determined in the same manner provided above for
determining disability.

            8.4.  Termination by Executive for Good Reason.

                  (i) Executive shall have the right to terminate this Agreement
and his employment hereunder for "good reason" if (A) Executive shall have given
Company prior written notice of the reason therefor, (B) such notice shall have
been given to Company within fifteen (15) days after Executive is notified or
otherwise first learns of the event constituting "good reason," and (C) a period
of fifteen (15) days following receipt by Company of such notice shall have
lapsed and the matters which constitute or give rise to such "good reason" shall
not have been cured or eliminated by Company; provided, however, that if such
matters are of a nature that same cannot be cured or eliminated within such
fifteen (15) day period, such period shall be extended up to forty five (45)
days, provided that Company shall take and diligently pursue during such period
such action necessary to cure or eliminate such matters. In the event Company
shall not take such action within such period, Executive may send another notice
to Company electing to terminate his employment hereunder and, in such event,
Executive's employment hereunder shall terminate and the effective date of such
termination shall be the third business day after Company shall have received
such notice.

                  (ii) For the purpose of this Agreement, "good reason" shall
mean the occurrence of any of the following without Executive 's prior written
consent:

                  (A) requiring Executive to engage in (x) an illegal act or (y)
an act which is inconsistent with prior practices of Company and which would be
materially damaging or detrimental to Executive;

                  (B) A default by Company in the payment of any material sum or
the provision of any material benefit due to Executive pursuant to this
Agreement;

                  (C) The failure of Company to obtain the assumption of this
Agreement by any successor to substantiate all of the assets or business of
Company; or

                  (D) Any material breach by Company of any provision of this
Agreement which is not corrected by Company or, if the breach cannot be
corrected, as to which Company fails to pay to Executive reasonable compensation
for such breach, within 60 days following receipt by Company of written notice
from Executive specifying the nature of such breach.

            8.5 Termination by Executive Without Good Reason. Executive shall
have the right to terminate this Agreement and his employment hereunder without
good reason by giving Company prior written


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notice to that effect. The termination of employment shall be effective on the
date specified in such notice, or earlier, at the determination of Company, in
which event such termination shall remain classified as a termination by
Executive without good reason.

            8.6   Consideration.

                  (a) If Company terminates this Agreement "without cause" under
Section 8.1 or if Executive terminates this Agreement for "good reason" under
Section 8.4, then Executive shall be entitled to receive, and Company shall pay
to Executive:

                        (i)   the total Base Salary that would otherwise
become due for the next succeeding six-month period without reduction for
present valuation not later than the next regularly scheduled payment date in
accordance with Section 6.1;

                        (ii)  any business expenses to be reimbursed but not
reimbursed under Section 7 not later than the next regularly scheduled payment
date in accordance with Section 7;

                        (iii) if Executive elects to continue coverage under
COBRA or any similar law for the applicable statutory period under the employee
healthcare benefit plan in which he participated in accordance with the terms
thereof, then Company shall pay the same portion of the premium it would have
paid had Executive remained an employee, continuing for the period ending on the
earlier of (A) the termination of the applicable statutory period, or (B) the
six (6) months from the date of termination;

                        (iv)  any amounts owing or to be owed under Section
6.3 not later than when payment would otherwise be due in accordance with
Section 6.3;

provided, however, that if payment is not made in a timely manner under this
Section 8.6 and it is fully and finally determined in accordance with Section 12
that Executive was terminated without cause, then Company shall pay to
Executive, and the Arbitrator shall award, Executive one and one-half (1-1/2)
times the amount due to, and not timely paid to, Executive under this Section
8.6(a); it being understood that such additional amount is not a penalty but
liquidated damages to Executive as compensation for damage to reputation which
such damages would be difficult to quantify.

                  (b) If Company terminates this Agreement "with cause" under
Section 7.2, or if Executive terminates this Agreement for other than "good
reason" under Section 7.4, or if this Agreement is terminated as a result of the
death of Executive under Section 7.3, then Executive shall be entitled to
receive, and Company shall pay to Executive, or, in the case of death,
Executive's administrator:

                        (i)   the accrued but unpaid Base Salary through the
date of Termination not later than the next regularly scheduled payment date
in accordance with Section 6.1;

                        (ii)  any business expenses to be reimbursed but not
reimbursed under Section 6 not later than the next regularly scheduled payment
date in accordance with Section 6;

                        (iii) any amounts owing or to be owed under Section
6.3 not later than when payment would otherwise be due in accordance with
Section 6.3.

                  (c) If this Agreement is terminated as a result of the
disability of Executive under Section 8.3, then Executive shall be entitled to
receive, and Company shall pay to Executive:

                        (i)   the accrued but unpaid Base Salary through the
date six months after the date of Termination not later than the next regularly
scheduled payment date in accordance with Section 6.1;



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                        (ii)  any business expenses to be reimbursed but not
reimbursed under Section 7 not later than the next regularly scheduled payment
date in accordance with Section 7;

                        (iii) if Executive elects to continue coverage under
[COBRA] for the applicable statutory period under the employee healthcare
benefit plan in which he participated in accordance with the terms thereof, then
Company shall pay the same portion of the premium it would have paid had
Executive remained an employee, continuing for the period ending on the earlier
of (A) the termination of the applicable statutory period, or (B) the six (6)
months from the date of termination;

                        (iv)  any amounts owing or to be owed under Section
6.3 not later than when payment would otherwise be due in accordance with
Section 6.3.

            8.7 Employment Standards Act. The amount to which Executive is
entitled under Section 8.6(b) shall not be less than the amount to which he is
entitled under the Employment Standards Act (British Columbia).

      9. INTELLECTUAL PROPERTY. During the term of this Agreement, Executive
shall disclose immediately to Company all ideas and inventions that he makes,
conceives, discovers or develops during the course of employment with Company,
including but not limited to any inventions, modifications, discoveries,
developments, improvements, trademarks, computer programs, processes, products
or procedures (collectively "Work Product") that: (i) relates to the business of
Company; or (ii) results from tasks assigned to Executive by Company; or (iii)
results from the use of the premises or property (whether tangible or
intangible) owned, leased or contracted for or by Company. Executive agrees that
any Work Product shall be the sole and exclusive property of Company without the
payment of any royalty or other consideration except for the compensation paid
to Executive hereunder. Executive agrees that during the term of this Agreement
and thereafter, upon the request of Company and at its expense, he shall execute
and deliver any and all applications, assignments and other instruments which
Company shall deem necessary or advisable to transfer to and vest in Company
Executive's entire right, title and interest in and to all such ideas,
inventions, trademarks or other developments and to apply for and to obtain
patents or copyrights for any such patentable or copyrightable ideas,
inventions, trademarks and other developments.

      10.   NON-DISCLOSURE OF INFORMATION.

            10.1. Executive acknowledges that by virtue of his position he will
be privy to Company's confidential information and trade secrets, as they may
exist from time to time, and that such confidential information and trade
secrets may constitute valuable, special, and unique assets of Company
(hereinafter collectively "Confidential Information"). Accordingly, Executive
shall not, during the Term and for a period of five (5) years thereafter,
intentionally disclose all or any part of the Confidential Information to any
person, firm, corporation, association or any other entity for any reason or
purpose whatsoever, nor shall Executive and any other person by, through or with
Executive, during the term and for a period of five (5) years thereafter,
intentionally make use of any of the Confidential Information for any purpose or
for the benefit of any other person or entity, other than Company, under any
circumstances.

            10.2. Company and Executive agree that a violation of the foregoing
covenants will cause irreparable injury to Company, and that in the event of a
breach or threatened breach by Executive of the provisions of this Section 10,
Company shall be entitled to an injunction restraining Executive from
disclosing, in whole or in part, any Confidential Information, or from rendering
any services to any person, firm, corporation, association or other entity to
whom any such information, in whole or in part, has been disclosed or is
threatened to be disclosed in violation of this Agreement. Nothing herein stated
shall be construed as prohibiting Company from pursuing any other rights and
remedies, at law or in equity, available to Company for such breach or
threatened breach, including the recovery of damages from Executive.



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            10.3. Notwithstanding anything contained in this Section 10 to the
contrary, "Confidential Information" shall not include (i) information in the
public domain as of the date hereof, (ii) information which enters the public
domain hereafter through no fault of Executive, (iii) information created,
discovered or developed by Executive independent of his association with
Company, provided that such information is supported by accompanying
documentation of such independent development. Nothing contained in this Section
10 shall be deemed to preclude the proper use by Executive of Confidential
Information in the exercise of his duties hereunder or the disclosure of
Confidential Information required by law

      11.   RESTRICTIVE COVENANT.

            11.1. Covenant not to Compete During the term hereof and for a
period of one (1) year after the termination of this Agreement, Executive
covenants and agrees that he shall not own, manage, operate, control, be
employed by, participate in, or be connected in any manner with the ownership,
management, operation, or control, whether directly or indirectly, as an
individual on his own account, or as a partner, member, joint venturer, officer,
director or shareholder of a corporation or other entity, of any business which
competes with the business conducted by Company at the time of the termination
or expiration of this Agreement. Notwithstanding the foregoing, (i) nothing in
this Section 11 shall prohibit Executive from owning up to 5% of the outstanding
voting capital stock of any corporation or other entity which is a reporting
company under Section 13 or 15(d) under the Securities Exchange Act of 1934, as
amended, and (ii) in the event of a termination by Company, such restriction
shall apply only if Company has paid to Executive all amounts required and is
otherwise in compliance with Section 8 hereof. The foregoing shall not preclude
Executive or any affiliate thereof from any consulting arrangement which may be
entered into from time to time with Company, or its affiliate.

            11.2. Enforceability. Executive acknowledges that the restrictions
contained in this Section 11 are reasonable. In that regard, it is the intention
of the parties to this Agreement that the provisions of this Section 11 shall be
enforced to the fullest extent permissible under the law and public policy
applied in each jurisdiction in which enforcement is sought. Accordingly, if any
portion of this Section 11 shall be adjudicated or deemed to be invalid or
unenforceable, the remaining portions shall remain in full force and effect, and
such invalid or unenforceable portion shall be limited to the particular
jurisdiction in which such adjudication is made.

      12. ARBITRATION. Other than with respect to a proceeding for injunctive
relief referred to herein, any controversy or claim arising out of or relating
to this Agreement, the performance thereof or its breach or threatened breach
shall be settled by arbitration in ________ or other mutually acceptable place
in accordance with the then governing rules of the American Arbitration
Association. The finding of the arbitration panel or arbitrator shall be final
and binding upon the parties with the costs of arbitration to be equally borne
by the plaintiffs and the defendants, i.e. the costs borne by defendant side in
the arbitration, whether single or multiple, shall equal the costs borne by the
plaintiff side in the arbitration, whether single or multiple. Judgment upon any
arbitration award rendered may be entered and enforced in any court of competent
jurisdiction. In no event may the arbitration determination change Executive's
compensation, title, duties or responsibilities, the entity to whom Executive
reports or the principal place where Executive is to render his services.

      13.   INDEMNIFICATION.

            13.1 Indemnification of Expenses. Company shall indemnify to the
fullest extent permitted by law if Executive was or is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation that Executive in good faith believes might lead to the
institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a "Claim") by reason of (or arising in part out of) any event
or occurrence related to the fact that Executive is or was a director, officer,
employee, agent or fiduciary of Company, or any subsidiary of Company, or is or
was serving at the request of Company as a director, officer, employee, agent or
fiduciary of another corporation, partnership, joint venture, limited liability
company, trust or other enterprise, or by reason of any action or inaction on
the part of Executive while serving in such capacity


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(hereinafter an "Indemnifiable Event") against any and all expenses (including
attorneys' fees and all other costs, expenses and obligations incurred in
connection with investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or participate
in, any such action, suit, proceeding, alternative dispute resolution mechanism,
hearing, inquiry or investigation), judgments, fines, penalties and amounts paid
in settlement (if such settlement is approved in advance by Company, which
approval shall not be unreasonably withheld) of such Claim and any federal,
state, local or foreign taxes imposed on Executive as a result of the actual or
deemed receipt of any payments under this Agreement (collectively, hereinafter
"Expenses"), including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses. Such payment of
Expenses shall be made by Company as soon as practicable but in any event no
later than twenty days after Executive presents written demand therefor to
Company.

            13.2. Expenses; Indemnification Procedure.

                  (a) Subject to the other terms and conditions of this
Agreement, Company shall advance all Expenses incurred by Executive. The
advances to be made hereunder shall be paid by Company to Executive as soon as
practicable but in any event no later than twenty days after written demand by
Executive therefor to Company.

                  (b) Executive shall, as a condition precedent to Executive's
right to be indemnified under this Agreement, give Company notice in writing as
soon as practicable of any Claim made against Executive for which
indemnification will or could be sought under this Agreement. Notice to Company
shall be directed to the Chief Executive Officer or any director of Company at
the address shown on the signature page of this Agreement (or such other address
as Company shall designate in writing to Executive). In addition, Executive
shall give Company such information and cooperation as it may reasonably require
and as shall be within Executive's power.

                  (c) For purposes of this Agreement, the determination of any
Claim by judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere, or its equivalent, shall not
create a presumption that Executive did not meet any particular standard of
conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.

                  (d) If, at the time of the receipt by Company of a notice of a
Claim pursuant to Section 13.2(b) hereof, Company has liability insurance in
effect which may cover such Claim, Company shall give prompt notice of the
commencement of such Claim to the insurers in accordance with the procedures set
forth in the respective policies. Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Executive, all
amounts payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies.

                  (e) In the event Company shall be obligated hereunder to pay
the Expenses of any Claim, Company shall be entitled to assume the defense of
such Claim with counsel approved by Executive, which approval shall not be
unreasonably withheld, upon the delivery to Executive of written notice of its
election so to do. After delivery of such notice, approval of such counsel by
Executive and the retention of such counsel by Company, Company will not be
liable to Executive under this Agreement for any fees of counsel subsequently
incurred by Executive with respect to the same Claim; provided that, (i)
Executive shall have the right to employ Executive's counsel in any such Claim
at Executive's expense and (ii) if (A) the employment of counsel by Executive
has been previously authorized by Company, (B) Executive shall have reasonably
concluded that there is a conflict of interest between Company and Executive in
the conduct of any such defense, or (C) Company shall not continue to retain
such counsel to defend such Claim, then the fees and expenses of Executive's
counsel shall be at the expense of Company. Company shall have the right to
conduct such defense as it sees fit in its sole discretion, including the right
to settle any claim against Executive without the consent of Executive so long
as in the case of the settlement (i) Company has the financial ability to
satisfy any monetary obligation involving Executive under such settlement and
(ii) the settlement does not impose injunctive type relief on the activities of
Executive. In all events, Executive will not unreasonably withhold its consent
to any settlement.


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            13.3. Additional Indemnification Rights; Nonexclusivity.

                  (a) Company hereby agrees to indemnify Executive to the
fullest extent permitted by law, notwithstanding that such indemnification is
not specifically authorized by the other provisions of this Agreement, Company's
Certificate of Incorporation, Company's Bylaws or by statute. In the event of
any change after the date of this Agreement in any applicable law, statute or
rule which expands the right of a Delaware corporation to indemnify a member of
its Board of Directors or an officer, employee, agent or fiduciary, it is the
intent and agreement of the parties hereto that Executive shall enjoy by this
Agreement the greater benefits afforded by such change. In the event of any
change in any applicable law, statute or rule which narrows the right of a
Delaware corporation to indemnify a member of its Board of Directors or an
officer, employee, agent or fiduciary, such change, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement, shall
have no effect on this Agreement or the parties' rights and obligations
hereunder.
                  (b) The indemnification provided by this Agreement shall be in
addition to any rights to which Executive may be entitled under Company's
Certificate of Incorporation, its Bylaws, any agreement, any vote of
stockholders or disinterested directors, the Delaware General Corporation Law,
or otherwise. The indemnification provided under this Agreement shall continue
as to Executive for any action Executive took or did not take while serving in
an indemnified capacity even though Executive may have ceased to serve in such
capacity.

                  (c) Company shall not be liable under this Agreement to make
any payment in connection with any Claim made against Executive to the extent
Executive has otherwise actually received payment (under any insurance policy,
Certificate of Incorporation, Bylaw or otherwise) of the amounts otherwise
indemnifiable hereunder.

                  (d) If Executive is entitled under any provision of this
Agreement to indemnification by Company for some or a portion of Expenses
incurred in connection with any Claim, but not, however, for all of the total
amount thereof, Company shall nevertheless indemnify Executive for the portion
of such Expenses to which Executive is entitled.

      14. NOTICES. Any notice required, permitted or desired to be given under
this Agreement shall be sufficient if it is in writing and (a) personally
delivered to Executive or an authorized member of Company, (b) sent by overnight
delivery or (c) sent by registered or certified mail, return receipt requested,
to Company's or Executive's address as provided in this Agreement or to a
different address designated in writing by either party. Notice is deemed given
on the day it is delivered personally or by overnight delivery, or five (5)
business days after it is sent by registered or certified mail.

      15.   ASSIGNMENT.   Executive acknowledges that his services are unique
and personal.  Accordingly, Executive may not assign his rights or delegate
his duties or obligations under this Agreement.  Company's rights and
obligations under this Agreement shall inure to the benefit of and shall be
binding upon Company's successors and assigns.

      16. WAIVER OF BREACH Any waiver of a breach of a provision of this
Agreement, or any delay or failure to exercise a right under a provision of this
Agreement, by either party, shall not operate or be construed as a waiver of
that or any other subsequent breach or right.

      17. ENTIRE AGREEMENT This Agreement contains the entire agreement of the
parties. It may not be changed orally but only by an agreement in writing which
is signed by the parties. The parties hereto agree that any existing employment
agreement between them shall terminate as of the date of this Agreement.

      18.   GOVERNING LAW.  This Agreement shall be construed in accordance
with and governed by the internal laws of the Province of British Columbia.

      19.   SEVERABILITY.  The invalidity or non-enforceability of any
provision of this Agreement or application


                                       8

thereof shall not affect the remaining valid and enforceable provisions of this
Agreement or application thereof.

      20.   CAPTIONS.  Captions in this Agreement are inserted only as a
matter of convenience and reference and shall not be used to interpret or
construe any provisions of this Agreement.

      21.   COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same Agreement.  Delivery of
signed counterparts via facsimile transmission shall be effective as manual
delivery thereof.




      IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first herein above written.

COMPANY:

RETURN ASSURED INCORPORATED


By: ________________________________
Name:
Title:



EXECUTIVE:




___________________________________
MATTHEW SEBAL










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