MILINX BUSINESS GROUP INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>

                                      LEASE

          THIS INDENTURE made the 19th day of May, 1999.

BETWEEN:

          356535  B.C.  LTD..  having  an  office  at #902 - 1080  Howe  Street,
          Vancouver, British Columbia V6Z 2Tl

(hereinafter called the "Landlord")

                                                          OF THE FIRST PART AND:

          MILINX  MARKETING  GROUP INC. of  #901,1080  Howe  Street,  Vancouver,
          British Columbia

(hereinafter called the "Tenant")

                                                              OF THE SECOND PART

WITNESS that in consideration of the rents, covenants and agreements hereinafter
reserved and contained on the part of the Tenant (and the indemnitor, if any) to
be paid, observed and performed, the Landlord hereby demises and leases unto the
Tenant the Premises  hereinafter  described,  all on the terms,  conditions  and
covenants as hereinafter set forth.

1. DEFINITIONS

1.1 In this Lease:

     (a)  "Base Building Work" means installation of the standard Building t-bar
          ceiling,  light fixtures,  sprinklers,  HVAC (including heat pumps and
          ducting), and window blinds and, to the extent that such work pertains
          to the ground floor, shall include installation of 208 volt service;

     (b)  "Building" means the building of which the Premises form a part;

     (c)  "Commencement Date" means the later of:

          (i)  the first day of July, 1999; and

          (ii) the day following the expiry of the Fixturing Period.

     (d)  "Deposit" means the deposit described in subsection 3.3.

     (e)  "Fixturing  Period" means the period  commencing  the 15th day of May,
          1999 and  ending  on the 15th day of July,  1999,  provided  that such
          period may be extended up to the 31 st day of July, 1 999 upon written
          notice to the Landlord from the Tenant;

     (f)  "Landlord's  8th Floor Suites" means those portions of the Lands known
          as suite nos.  802,  803,  804, 805 and 806,  1080 Howe Street,  being
          Strata Lots 41, 42, 43, 44 and 45, respectively;

     (g)  "Lands"  means  those  lands  and  premises  situate  in the  City  of
          Vancouver,  Province of British  comprising  District Lot 541,  Strata
          Plan LMS1608;

                                      -1-


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     (h)  "Lease Year" means each twelve (12) consecutive  calendar month period
          commencing  on the 1st day of the  month  following  the  Commencement
          Date;

     (i)  "Operating  Expenses"  means those  operating  expenses  described  in
          subsection 4.1 hereof;

     (j)  "Premises" means those portions of the Lands at 1080 Howe Street known
          as:

          A.   shop A, being Strata Lot 2 ('Shop A");

          B.   suite no.  901,  being a portion of Strata Lot 46 as  outlined in
               red on the plan  attached  hereto as  Schedule  "A"  ("Suite  No.
               901");

          C.   suite no. 902,  being  Strata Lot 47  together  with a portion of
               Strata Lot 46 and Strata  Lot 48 as  outlined  in red on the plan
               attached hereto as Schedule 'A" ('Suite No. 902'); and

          D.   suite-no.  903,  being a portion of Strata Lot 48 as  outlined in
               red on the plan attached  hereto as Schedule "A" (Suite No. 903")
               comprising  six  thousand  three  hundred and  fifty-six  (6,356)
               rentable square feet;

     (k)  "Rent" the term  "rent" used herein  shall  include  basic rent as set
          forth in subsections 3.1 and 17.1,  Operating  Expenses and additional
          rent as set forth in subsection 4.4; and

     (l)  "Term"  means  the  period  of  Five  (5)  years   commencing  on  the
          Commencement Date.

1.2  Interpretation.  Where  required,  the  singular  number shall be deemed to
     include the plural and the neuter  gender  shall  include the  masculine or
     feminine.  Where there is more than one  Tenant,  they shall be jointly and
     severally bound to the fulfillment of their obligations hereunder.

1.3  Severability.  If any  one or  more  of the  provisions  contained  in this
     Agreement Should be invalid,  illegal or unenforceable in any respect,  the
     validity, legality and enforceability of such provision or provisions shall
     not in any way be affected or  impaired  thereby in any other  jurisdiction
     and the validity,  legality, and enforceability of the remaining provisions
     shall  not  in  any  way be  affected  or  impaired  thereby  in any  other
     jurisdiction and the validity, legality and enforceability of the remaining
     provisions  contained  herein  shall not in any way be affected or impaired
     thereby;

1.4  Included  Words.  Words  importing  the  singular  include  the  plural and
     vice-versa, and words importing gender include all genders.

1.5  Entire Agreement.  This Agreement  constitutes the entire agreement between
     the parties  pertaining  to the subject  matter hereof and  supersedes  all
     prior agreements, understandings, negotiations and discussions whether oral
     or written, of the parties and there are no warranties,  representations or
     other agreements  between the parties in connection with the subject matter
     hereof except as specifically set forth herein.

1.6  Headings.  The section and  subsection  headings  are  included  solely for
     convenience,  are not intended to be full or accurate  descriptions  of the
     content, or to be considered part of this Agreement.

1.7  Cross-references. Unless otherwise stated, all references in this Agreement
     to a designated  "section",  "subsection"  or other  subdivision  is to the
     designated section, subsection or other subdivision of this Agreement.

                                       -2-


<PAGE>

1.8  Currency.  Unless  otherwise  indicated,  all dollar amounts referred to in
     this Agreement are in Canadian funds.

1.9  Governing Law. This Agreement shall be construed and enforced in accordance
     with the laws of the Province of British  Columbia,  and the laws of Canada
     applicable  therein,  and will be  treated  in all  respects  as a  British
     Columbia contract.

2. TERM

2.1  The  Landlord  leases the  Premises  to the Tenant for and during the Term,
     unless sooner terminated as hereinafter provided.

3. BASIC RENT

3.1  Basic Rent. The Tenant shall pay throughout  the Term,  without  deduction,
     setoff  or  abatement,  to the  Landlord  at the  address  of the  Landlord
     specified  herein or to such  other  place as the  Landlord  may  direct in
     writing  from  time  to  time,   annual  basic  rent,   commencing  on  the
     Commencement Date, payable in advance on the first day of each month by way
     of equal monthly installments as follows:

           Basic Rent Per Square
Year(s)        Foot Per Annum               Annual                     Monthly
Of Term         Triple Net                 Basic Rent                Basic Rent
-------      ----------------             -----------                ----------
1-2               $ 11.00                  $69,916.00                 $5,826.33
3                 $ 11.50                  $73,094.00                 $6,091.17
4-5               $ 12.00                  $76,272.00                 $6,356.00

3.2. Adjustments.  In the event that the Commencement  Date is not the first day
     of the month,  or in the event the Lease expires or is determined on a date
     other than the last day of the month,  the rent payable  hereunder shall be
     adjusted accordingly.

3.3  Deposit.  The  Landlord  acknowledges  being in  receipt  of a  damage  and
     security  deposit (the  "Deposit")  from the Tenant in the amount of Twenty
     Thousand  Dollars  ($20,000.00),  which sum the Landlord  will hold without
     interest and apply  against the Rent due  together  with Goods and Services
     Tax  thereon in  respect  of the last two (2) months of the Term,  provided
     that:

     (a)  the Tenant has not  committed any default under the Lease prior to the
          time of such application;

     (b)  the Premises are not damaged and are left in a condition  satisfactory
          to the Landlord upon the expiration or termination of this Lease; and

     (c)  the Tenant has not failed to vacate the Premises at the proper time.

     If any of the  foregoing  has  occurred,  the  Landlord  shall be  entitled
     (without  prejudice to any other  rights and  remedies  available to it) to
     use, retain or apply all or part of the Deposit for the payment of any rent
     which the Tenant has not paid when due or as compensation on account of any
     loss or damage  arising  from the  breach or  default  by the Tenant of any
     provision of this Lease.  If the Landlord  uses,  retains or applies all or
     part of the  Deposit  for a purpose  other than  payment  of the  aforesaid
     months' Rent plus Goods and Services Tax,

                                       -3-


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     then the Tenant will, forthwith upon demand, pay to the Landlord the amount
     required to restore the Deposit to its original amount.

4. ADDITIONAL PAYMENTS

4.1  Definition  of  Operating  Expenses.  "Operating  Expenses"  shall mean and
     include all expenses incurred and payable in connection with the ownership,
     operation,  maintenance,  repair and  management  of the  Premises  and the
     improvements  thereon  and,  without  restricting  the  generality  of  the
     foregoing, shall include:

     (a)  all taxes, rates and assessments,  whether general or special,  levied
          or assessed  for  municipal,  school or other  purposes,  or levied or
          assessed by any lawful  government  authority  for such  purposes with
          respect  to the  said  Premises,  but  excluding  taxes on  income  or
          profits;

     (b)  the cost of insurance  which the Landlord may obtain in respect of the
          Premises,  and any  deductible  amount up to a maximum of One Thousand
          ($1,000.00) Dollars applicable to any claim made by the Landlord under
          such insurance;

     (c)  maintenance fees,  assessments,  management fees and all other charges
          and  expenses  charged by the  Strata  Corporation  including  but not
          limited to such charges for repairing,  operating and  maintaining the
          Building  and  the  equipment   servicing  the  Building  and  of  all
          replacements  and  modifications  to the Building and such  equipment,
          including  those  made in order to  comply  with  laws or  regulations
          affecting  the  Building or the  Premises  but  excluding  any special
          assessments  levied by the Strata Corporation in respect of repairs to
          the  Building or the  Building's  structural  walls,  roof,  plumbing,
          heating and ventilation systems, or exterior;

     (d)  all  ordinary  costs  and  expenses  of the  Landlord  for  repairing,
          operating and maintaining the Premises and the equipment servicing the
          Premises; and

     (e)  any and all  license  fees and taxes  imposed in  connection  with the
          occupancy  of the  Premises  or with the  particular  business  of the
          Tenant or in connection  with any form of equipment or machinery  used
          by the Tenant in the Premises.

4.2  Payment of  Operating  Expenses.  The Tenant  shall pay one hundred  (100%)
     percent of the  Operating  Expenses.  The amount of Operating  Expenses and
     other  additional rent which the Tenant is to pay under this Lease shall be
     estimated  by the  Landlord  for the Lease  Year and the  Tenant  shall pay
     1/12th of such estimated amount and monthly  installments in advance on the
     first day of each and every month throughout the Term.  Notwithstanding the
     foregoing,  if the  Landlord is  required to prepay any amount  which it is
     entitled to collect in whole or in part from the Tenant, including, but not
     limited  to, the  expenses  referred  to in  subsection  4.1 (a), or if the
     Landlord is required to pay any such amount more frequently and required as
     at the  commencement  date of the Term  then the  Tenant  shall  pay to the
     Landlord such amount  calculated  in accordance  with this Lease forth with
     upon demand.  Within  ninety (90) days after the end of each Lease Year the
     Landlord  shall  furnish to the Tenant a statement of the actual costs upon
     which the Operating  Expenses and additional  rent are  calculated.  If the
     amount  payable by the Tenant as shown on the  statement is greater or less
     than the Operating Expenses and additional rent paid by the Tenant then the
     amount refundable to the Tenant or due and payable to the Landlord,  as the
     case may be, shall be made within  fourteen (14) days after delivery of the
     statement.

4.3  Net  Lease.  Except as may be  otherwise  provided  herein  with  regard to
     structural  and other capital  repairs to the Building  which are to be the
     Landlord's  costs  hereunder,  the  parties  hereto  agree that it is their
     purpose, intent and agreement that the rent herein shall be

                                       -4-


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     absolutely  net to the  Landlord  so that this Lease shall yield net to the
     Landlord  the  rent  free  of  any  charges,  assessments,  impositions  or
     deductions of any kind and without abatement, deduction or setoff and under
     no other  circumstances  or  conditions,  whether now existing or hereafter
     arising or whether beyond the present  contemplation of the parties,  shall
     the Landlord be required to make any payments of any kind whatsoever, or be
     under any obligation or liability hereunder.  All costs, expenses and other
     obligations  of every kind and nature  whatsoever  relating to the premises
     including  additional  rent shall be paid by the  Tenant  (except as herein
     expressly set forth).

4.4  Additional Rent.  Without  prejudice to any of the remedies of the Landlord
     herein, any money payable by the Tenant to the Landlord hereunder,  whether
     defined as rent or otherwise,  shall be deemed to be rent, shall be paid as
     additional  rent,  shall  be  collectible  as rent  and,  unless  otherwise
     provided  in this Lease,  shall be payable  either on demand or when stated
     herein to be due or if not so stated and arising from  payments made by the
     Landlord, then same shall be due and be paid with the monthly instalment of
     rent following the date that payment was made by the Landlord.

4.5  Rent Arrears. Any rent not paid on the due date shall, without prejudice to
     any of the rights of the Landlord  arising from such breach,  bear interest
     at the prime rate of  interest  charged by the  Hongkong  Bank of Canada on
     commercial  loans to its most credit  worthy  customers in Canada plus five
     (5%) percent per annum from such due date until paid.

4.6  GST.  Notwithstanding  any other provision of this Lease,  the Tenant shall
     pay to the  Landlord an amount  equal to any and all Goods and Services Tax
     at the full tax rate  applicable  from time to time in  respect of the rent
     payable and  property  taxes of the  Premises  pursuant to this Lease.  The
     amount  of  Goods  and  Services  Tax so  payable  by the  Tenant  shall be
     calculated by the Landlord in accordance  with the  applicable  legislation
     and shall be paid to the  Landlord at the same time as the amounts to which
     such Goods and Services Tax apply.  The amount  payable by the Tenant under
     this subsection shall be deemed not to be rent, but the Landlord shall have
     all of the same  remedies  for and rights of  recovery of such amount as it
     has for recovery of rent under this Lease.

5. USE OF THE PREMISES

5.1  Nature  of  Business.  The  Tenant  shall  use  the  Premises  continuously
     throughout the Term for the purpose of a business office including internet
     system development and telecom related purposes only or, in respect of Shop
     A, for printing and light  production  (but subject to compliance  with all
     applicable  governmental  laws, bylaws and regulations and specifically not
     for retail) and for no other purposes  without the prior written consent of
     the Landlord,  which consent the Landlord may  arbitrarily  withhold in its
     sole discretion and, subject to the provisions of section 12 hereof,  shall
     not permit any part of the  Premises  to be used or  occupied by any person
     other than the Tenant, its employees and invitees.

5.2  Business  Name.  The Tenant will  conduct  business on or from the Premises
     under the name of "Milinx  Marketing  Group" and the names of the  Tenant's
     affiliated companies.

6. TENANT'S COVENANTS

THE TENANT COVENANTS WITH THE LANDLORD:

6.1  Rent. To pay rent and to pay all sums payable  herein as  additional  rent,
     without any abatement, setoff, compensation or deduction whatsoever.

                                       -5-


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6.2  Utility  Charges.  To pay  promptly  all charges for gas,  water and sewer,
     electricity,  telephone  service,  fuel and other utilities  supplied to or
     used by the Tenant or consumed in or on the Premises.

6.3  Overloading  Utility  Facilities.  Not to  install  equipment  in or on the
     Premises that may exceed or overload the capacity of utility facilities.

6.4  Overloading  Floors.  Not to place in or on the  Premises  any safe,  heavy
     equipment or other heavy item, which may exceed the  specifications for the
     Building  relating to bearing  loads,  without  obtaining the prior written
     consent of the Landlord.

6.5  Maintenance.  To pay all charges for the operation and  maintenance  of all
     equipment,  facilities  and services,  including  lighting,  mechanical and
     heating  and  air  conditioning   facilities,   and  of  all  computer  and
     telecommunications  equipment and services,  and all charges for re-lamping
     of light fixtures within the Premises.

6.6  Glass. To restore  forthwith at the Tenant's  expense and with glass of the
     same colour and quality, any broken or damaged glass on the Premises.

6.7  Metering.  At its own expense,  if requested  by the  Landlord,  to install
     separate  meters  to  record  the  rate  of  consumption  of the  utilities
     described in subsection 6.2 hereof.

6.8  Repairs.  To maintain  and keep in good  repair,  at its own  expense,  the
     Premises  including  any  leasehold  improvements  and all  trade  fixtures
     therein,  the  store  front,  all  glass  and  utilities  and all  heating,
     air-conditioning  and ventilating  equipment  therein,  save and except for
     structural   defects  and  for   maintenance   and  repairs  that  are  the
     responsibility  of the  Strata  Corporation,  and to  forthwith  repair the
     Premises according to notice given in writing by the Landlord or its agents
     where such repairs are the Tenants responsibility hereunder.

6.9  Entry to Inspect.  To permit the  Landlord,  its agents or employees at all
     reasonable times and at any time in the case of an emergency,  to enter and
     view the state of repair and to repair  the  Premises  according  to notice
     given in writing as provided in subsection 6.8 hereof, to the extent of the
     obligations of the Tenant as herein provided.

6.10 Condition of Premises.  To keep the Premises  free of rubbish and debris at
     all times and to provide proper receptacles for waste and rubbish.

6.11 Waste and  Nuisance.  Not to do,  suffer or permit any act or neglect which
     may in any manner,  directly or  indirectly,  cause injury or damage to the
     Premises or to the Building or to any equipment therein, or to any fixtures
     or  appurtenances  thereof  or  which  may  be  or  become  a  nuisance  or
     interference  to any of the  occupants of the Building or which may, in the
     opinion of the  Landlord,  render the  Building  or any part  thereof  less
     desirable or injure the reputation thereof as a first class building.

6.12 Hazardous Materials.  To ensure that the Tenant, its agents,  employees and
     contractors shall not use,  manufacture,  store or dispose of any flammable
     explosives,  hazardous  or toxic  wastes  or  materials,  or other  similar
     substances on, under or about the Premises or the Building.

6.13 Rules and  Regulations  of the Landlord.  To ensure that the Tenant and its
     servants,  employees and agent shall observe faithfully and comply strictly
     with such reasonable rules and regulations as the Landlord may from time to
     time adopt. Written notice of any additional rules and regulations shall be
     given to the Tenant.  Nothing in this Lease contained shall be construed to
     impose upon the  Landlord any duty or  obligation  to enforce the rules and
     regulations,  or the terms,  covenants  or  conditions  in any other  lease
     against any other tenant -6-


<PAGE>

     or occupant of the  Building  and the  Landlord  shall not be liable to the
     Tenant for  violation  of the same by any other  occupant  or  tenant,  its
     servants, employees, agents, visitors or licensees.

6.14 Signs. Not to paint, display,  inscribe,  place or affix any sign, fixture,
     advertisement, notice, lettering or direction on any part of the outside of
     the Building or the Premises or which would be visible from the outside the
     Building or the Premises  without the  Landlord's  prior  written  consent,
     which consent the Landlord may arbitrarily withhold in its sole discretion.

6.15 Show  Premises.  During  the last six (6)  months  of the Term to  permit a
     notice  "To Let" to be put and  remain  on the  Premises  in a  conspicuous
     position  and to permit the  Landlord or its agents to exhibit the Premises
     to  prospective  tenants  during normal  business  hours and to exhibit the
     Premises for the purposes of the Landlord's own financing,  refinancing and
     to exhibit the Premises to any prospective  purchaser of the Building or of
     the  Landlord's  interest  therein  but  not  so  as  to  cause  any  undue
     interference of the Tenant's business.

6.16 Insurance.  To obtain and maintain throughout the Term and any extension or
     renewal thereof,  at the expense of the Tenant,  but for the common benefit
     of the Landlord and the Tenant:

     (a)  comprehensive general public liability (including bodily injury, death
          and property damage)  insurance on an occurrence basis with respect to
          the  business  carried on, or in or from the Premises and the Tenant's
          use  and   occupancy   thereof   of  not  less  than   Three   Million
          ($3,000,000.00) Dollars; and

     (b)  all risk direct damage  insurance upon its fixtures,  improvements and
          all parts of the  Premises  which the  Tenant is  obligated  to repair
          under  subsections 6.6 and 6.8 hereof,  to the full replacement  value
          thereof, and broad boiler insurance on any boiler in the Premises; and

     each insurance  referred in  subsections  6.16(a) and (b) shall include the
     Landlord as a named  insured as its interest may appear,  and shall protect
     the  Landlord  in respect of claims by the Tenant as if the  Landlord  were
     separately  insured;  and all  insurance  required to be  maintained by the
     Tenant  hereunder shall be on terms and with insurers to which the Landlord
     has no reasonable  objection  and shall  provide that such  insurers  shall
     provide  to  the  Landlord   thirty  (30)  days  prior  written  notice  of
     cancellation or material alteration of such terms. The Tenant shall furnish
     to the Landlord  certificates or other evidence  acceptable to the Landlord
     as to the insurance from time to time required to be effected by the Tenant
     and its renewal or  continuation in force. If the Tenant shall fail to take
     out, renew and keep in force such insurance,  the Landlord may do so as the
     agent of the Tenant and the Tenant  shall repay to the Landlord any amounts
     paid by the Landlord as premiums  forthwith  upon demand.  If any policy of
     insurance  upon the Building or the  Premises or any part thereof  shall be
     cancelled by the insurer by reason of the use or occupation of the Premises
     or any part  thereof by the Tenant or by anyone  permitted by the Tenant to
     be on or in the Premises,  the Landlord may, at its option,  determine this
     Lease  forthwith  by  leaving  upon the  Premises  notice in writing of its
     intention to do so and thereupon  rent and any other payments for which the
     Tenant is liable under this Lease shall be paid in full to the date of such
     determination,  and the Tenant shall  immediately  deliver up possession of
     the  Premises  to the  Landlord  and the  Landlord  may  re-enter  and take
     possession of the Premises.

6.17 Invalidation of Insurance.  Not to do or permit anything to be done whereby
     any policy of insurance on the Building or the Premises or any part thereof
     may become void Dr voidable or whereby the premium thereon may be increased
     other than the  ordinary  course of business as permitted  under  paragraph
     5.1.

                                       -7-


<PAGE>


6.18 Notice of Defects. To give the Landlord immediate notice in case of fire or
     accident or malfunctioning  of any of the mechanical or electrical  systems
     in the Premises or in the Building of which the Tenant or its employees may
     be aware.  The Tenant  covenants and agrees that the Landlord  shall at all
     times be at liberty to approve of and permit the  erection or  placement of
     signs and  advertisements  by other  tenants in the  Building  of which the
     Premises herein form a part on the exterior of the said Building.

6.19 Governmental Regulations.  To abide by and comply with all bylaws, building
     codes, rules and regulations of any federal, provincial, municipal or other
     governmental authority which in any manner relate to or affect the Premises
     and the conduct of the Tenant's  business thereon and to indemnity and save
     harmless the Landlord from any costs, charges and damage which the Landlord
     may incur or suffer by  reason of the  breach of any such  bylaw,  building
     code, rule or regulation.

6.20 Indemnity.  To indemnity the Landlord and save it harmless from any and all
     liability,  damage,  cost,  claims, and causes of action whatsoever arising
     from any breach or violation by the Tenant of any of the Tenant's covenants
     or  obligations  under  this  Lease or from the use and  occupation  of the
     Premises  by  the  Tenant  hereunder,  its  employees,  agents,  customers,
     contractors or other invitees,  licensees or  concessionaires  or by anyone
     permitted by the Tenant to be on the Premises, or from the Tenant's failure
     to abide by and  comply  with all  laws,  rules  and  regulations  of every
     municipal  or other  authority  which in any manner may relate to or affect
     the business conducted on or the use of the Premises by the Tenant.

6.21 Peaceful  Surrender.  At the  expiration  of the Term or any  extension  or
     renewal  thereof,  or upon sooner  termination of this Lease,  to peaceably
     surrender and yield up to the Landlord the Premises in good and substantial
     condition and repair.

7.   LANDLORD'S COVENANTS

7.1  THE LANDLORD COVENANTS WITH THE TENANT:

7.1  Quiet Environment. For quiet enjoyment.

7.2  Repairs.  The  Landlord  shall use its best  efforts  to cause  the  Strata
     Corporation  to repair and maintain  the Building and the  structure of the
     Premises and all systems and equipment  servicing the Premises,  subject to
     section 10.

8. IMPROVEMENTS

8.1  Alterations.  The Tenant agrees not to make any  alterations,  additions or
     improvements in or to the Premises  without  obtaining the Landlord's prior
     written consent, such consent not to be unreasonably  withheld.  The Tenant
     shall  provide the Landlord  with all  drawings,  specifications  and other
     information  required by the Landlord in respect of such  proposed work and
     shall  reimburse  the  Landlord  for  any  costs  incurred  in  respect  of
     professional  consultants  retained  by the  Landlord  to  assist  with the
     Landlord's  assessment of such proposed  work.  All such work shall be done
     only by  contractors  or tradesmen or mechanics  approved in writing by the
     Landlord  and at the  Tenant's  sole  expense  and at such time and in such
     manner  as  the  Landlord  may  approve.   No  alterations,   additions  or
     improvements  shall  be made  to the  Premises  without  the  Tenant  first
     obtaining  all  necessary  permits  (including  building  permits) and said
     alterations,  additions or improvements shall be carried out diligently and
     in a timely and workmanlike  manner until all necessary final approvals are
     obtained including final inspections from all requisite  departments of the
     City of Vancouver.

8.2  Intentionally Deleted.

                                       -8-


<PAGE>


8.3  Builders  Lien. The Tenant shall  indemnify and save the Landlord  harmless
     from and against all claims which may arise  pursuant to the Builders  Lien
     Act of British  Columbia  as it may from time to time be amended in respect
     of any  materials  or services  supplied in respect to the Premises and the
     Tenant shall  forthwith  remove any builders liens placed against the lands
     of which the  Premises  form a part and the Tenant shall allow the Landlord
     to post and to keep posted on the  Premises  any notice  which the Landlord
     may wish to post under the provisions of the said Builders Lien Act.

8.4  Tenant's  Chattels.  All articles of personal  property and all  furniture,
     business  and  trade  fixtures,  and  machinery  and  equipment,  owned  or
     installed by the Tenant at the expense of the Tenant in the Premises  shall
     remain the  property  of the Tenant and may be removed by the Tenant at its
     expense,  provided  that the Tenant shall repair any damage to the Premises
     or the Building caused by the removal of same and further  provided that if
     the Tenant does not remove such property  forthwith after written demand by
     the Landlord,  such property  shall, if the Landlord  elects,  be deemed to
     become the  property of the Landlord or the Landlord may remove the same at
     the expense of the Tenant,  in which case the cost of such removal shall be
     paid by the Tenant  forthwith  to the  Landlord on demand and the  Landlord
     shall not be responsible for any loss or damage to such property because of
     such removal.

8.5  Fixturing  Period.  During the  Fixturing  Period the Tenant may occupy the
     Premises jointly with the Landlord and the Landlord's contractor and agents
     and shall not be responsible  for Basic Rent and Additional Rent hereunder,
     except  that  the  Tenant  shall  be  responsible  for  the  utility  costs
     separately metered or charged in respect of the Premises and shall be bound
     by all other  terms of this Lease from the date of first  occupancy  of the
     Premises  by  the  Tenant  for  the  purpose  of  fixturing  the  Premises.
     Notwithstanding the foregoing,  the Tenant shall only be entitled to occupy
     Suite No. 902 once the  Landlord  has vacated  same and the Tenant shall be
     responsible  for Rent hereunder for the period  commencing from the date of
     such vacating to the expiry of the Fixturing Period.

8.6  Completion of the Premises.  The Tenant shall be  responsible  for all work
     required by the Tenant to complete the Premises for occupancy including the
     installation  of  all  telephone,   computer  and  special   communications
     equipment,   wiring  and  fixtures.  Any  work  for  which  the  Tenant  is
     responsible  shall be  designed,  performed  and  completed  subject to the
     Landlord's approval,  not to be unreasonably withheld, it being agreed that
     such work shall be completed within the Fixturing Period.

8.7  Failure to Open for Business.  If the Tenant fails to open the Premises for
     business fully fixtured, stocked and staffed by the expiry of the Fixturing
     Period then the Landlord, in addition to the remedies herein provided,  may
     terminate  this Lease  upon not less than  thirty  (30) days  notice to the
     Tenant  unless the Tenant opens for business  fully  fixtured,  stocked and
     staffed before the expiration of the notice.

9. LIMITATIONS ON LANDLORDS LIABILITY

9.1  General Limitation of Liability.  The Landlord shall not be responsible for
     any damage  which may be caused nor shall the Tenant be  entitled  to claim
     any diminution of rent or other compensation should it become advisable, in
     the sole  discretion of the  Landlord,  to stop, or if there is otherwise a
     stoppage in, the operation of any heating apparatus or any air conditioning
     apparatus or any electric or water service, or any of the engines,  boilers
     or machinery pertaining thereto but in such case the Landlord shall use its
     best efforts to  recommence  any such  operations as may have been affected
     and the Landlord  shall not be liable for any damage which may be caused to
     the Tenant or to the employees of the Tenant as a result of such stoppages.
     The  Landlord  shall not be liable for any damage in or upon the  Premises,
     arising  from any  reason or cause  whatsoever,  including  any  default or
     neglect

                                       -9-


<PAGE>


     by the Strata  Corporation  relating  to its  responsibilities  as a strata
     corporation,  or for any personal  injuries  sustained  by the Tenant,  its
     officers or employees or other persons,  or for any property loss howsoever
     occurring  and the Tenant shall have no right to  diminution of rent in any
     of such cases;  and,  without  restricting the generality of the foregoing,
     the  Landlord  shall  not be liable  for any  injury or damage to person or
     property  resulting from fire,  explosion,  failing  plaster,  steam,  gas,
     electricity,  water,  rain, or snow or leaks from any part of the Building,
     or from pipes,  appliances  or plumbing  works or from the roof,  street or
     subsurface or from any other place or by dampness or for any such injury or
     damage by any cause of whatsoever nature.

9.2  Interruptions.  The Landlord  does not warrant that any service or facility
     provided by it hereunder will be free from interruption  caused or required
     by  maintenance,   repairs,   renewals,   modifications,   strikes,  riots,
     insurrections, labour controversies,  accidents, fuel shortages, government
     intervention, force majeure, act of God or other cause or causes beyond the
     Landlord's  reasonable  care and  control.  No such  interruption  shall be
     deemed an eviction or disturbance of the Tenant's enjoyment of the Premises
     nor render the  Landlord  liable in damages to the Tenant nor  relieve  the
     parties from their obligations under this Lease.

9.3  No Representations. The Tenant acknowledges having made its own independent
     investigation  of the Premises and of the Building and as to the  condition
     of same and as to the  laws,  by-laws  and  regulations  which  affect  the
     operation of any  business in the  Premises  and the Tenant  states that in
     entering  into  this  Lease it has not  relied  on any  representations  or
     promises as to these or other matters by the Landlord and states that there
     are no representations, warranties or conditions other than those expressed
     in this Lease and no agreement  collateral hereto shall be binding upon the
     Landlord unless made in writing and signed by or on behalf of the Landlord.

10. DAMAGE TO OR DESTRUCTION OF THE PREMISES

10.1 Damage and  Repair.  In the event that the  Premises  or the  Building  are
     damaged by fire or other casualty so as to render the Premises partially or
     wholly unfit for occupancy then:

     (a)  if the damage  cannot be  repaired  in the  opinion of the  Landlord's
          architect within one hundred twenty (120) days after the date thereof,
          the Landlord may  terminate  this Lease as of the said date, by notice
          to the Tenant  within  thirty (30) days after such damage and, in that
          case,  the Tenant  shall  immediately  surrender  the  Premises to the
          Landlord  and  shall  pay rent  accrued  to the date on which the said
          damage   occurred  but  shall  not  be  entitled  to  any  damages  or
          compensation;

     (b)  if  the  damage  can be  repaired  in the  opinion  of the  Landlord's
          architect  within one hundred twenty (120) days after the date thereof
          or if the Landlord shall not have given notice of termination pursuant
          to the provisions of subsection 10.1(a) hereof, the Landlord shall, or
          the Tenant,  or both,  as the case may be  (according to the nature of
          the damage and their  respective  obligations  to  repair),  forthwith
          commence and carry out with due diligence the repair thereof, and this
          Lease shall continue in full force and effect.

     In the event of  substantial  damage to the  Building  such that the Strata
     Corporation resolves not the rebuild the Building then, notwithstanding the
     foregoing, this Lease shall be terminated as of the date of the damage and,
     in that case,  the Tenant shall  immediately  surrender the Premises to the
     Landlord  and shall pay rent  accrued to the date on which the said  damage
     occurred but shall not be entitled to any damages or compensation.

                                      -10-




<PAGE>


10.2 Abatement of Rent. Unless the damage under subsection  10.1(b) is caused by
     the  negligence of the Tenant or its assignee,  sublessee,  concessionaire,
     licensee, or officer,  employee,  customer or other invitee of any of them,
     the rent  payable  under this Lease  shall  abate  proportionately,  having
     regard  to such  part of the  Premises  as have  been  rendered  unfit  for
     occupancy,  until the repairs which are the obligation of the Landlord have
     been completed.

11. EXPROPRIATION

11.1 If the Building shall be acquired or condemned by any authority  having the
     power for such acquisition or condemnation,  for any public or quasi-public
     use or  purpose,  then and in that event the Term of this Lease shall cease
     from the date of entry by such authority. If only a portion of the Building
     shall be so acquired or condemned but affecting Premises,  this Lease shall
     cease and  terminate  at the  Landlord's  option and, if such option is not
     exercised by the Landlord,  an equitable adjustment of rent, payable by the
     Tenant for the remaining portion of the Premises,  shall be made. In either
     event,  however, and whether all or only a portion of the Building shall be
     so  acquired or  condemned,  nothing  herein  contained  shall  prevent the
     Landlord or the Tenant or both from recovering  damages from such authority
     for the value of their  respective  interests or for such other damages and
     expenses as are allowed by law.

12. ASSIGNMENT AND SUBLETTING

12.1 Prohibition  on  Assignment  and  Subletting.  The Tenant shall not assign,
     sublet,  grant any right of  occupancy  of all or part of the  Premises  or
     grant or permit any  charge or  encumbrance  against  the  Premises  or the
     Tenant's  interest therein without the Landlord's prior consent in writing,
     which consent shall not be unreasonably withheld,  provided that the Tenant
     has not  defaulted  in  payment  of any Rent under this Lease and is not in
     default under this Lease at the time of the request for consent and that no
     such  assignment,  subletting  or grant for  which  such  consent  has been
     provided  shall in any manner  release the Tenant  from any  covenant to be
     observed or  performed by it  hereunder.  The Tenant  acknowledges  that it
     shall be reasonable for the Landlord to consider,  among other things,  the
     responsibility, reputation, financial standing and business of the proposed
     assignee,  sublessee  or grantee.  Any such  assignment,  sublease or grant
     relating to this Lease if consented to by the Landlord  will be prepared by
     the Landlord or its solicitors, and all legal costs of its preparation will
     be paid by the Tenant.  Notwithstanding  the  foregoing,  provided that the
     Tenant has not defaulted under this Lease,  the Tenant shall be entitled to
     assign or sublet all or a portion of the  Premises to any  company  that is
     non-arm's  length to the  Tenant,  without  the  Landlord's  consent,  upon
     written notice to the Landlord.

12.2 No Waiver and Implications of Failure to Obtain Consent. The consent by the
     Landlord to an assignment or subletting will not constitute a waiver of its
     consent to a subsequent assignment or subletting.  This prohibition against
     assignment  or subletting  includes a prohibition  against an assignment or
     subletting  by operation  of law. If this Lease is  assigned,  or if all or
     part of the  Premises  is sublet or  occupied  by  anybody  other  than the
     Tenant, in any case without the consent of the Landlord when required,  the
     Landlord may collect  rent from the  assignee,  subtenant or occupant,  and
     apply the net amount  collected  to the rent herein  reserved,  but no such
     assignment,  sublease,  occupancy or collection will be considered a waiver
     of this covenant, or the acceptance of the subtenant or occupant as tenant.

12.3 Change in  Control.  In the event that the Tenant is a  corporation  and if
     after the date of the  execution of this Lease the shares of the Tenant are
     transferred by sale, assignment, bequest, inheritance,  operation of law or
     other disposition,  or issued by subscription or allotment, or cancelled or
     redeemed,  so as to  result in a change  in the  effective  voting or other
     control of the  Tenant,  or if other steps are taken to  accomplish  such a
     change in

                                      -11-


<PAGE>



     control,  then the Tenant will  promptly  notify the Landlord in writing of
     the change in control the same will be  considered  to be an  assignment of
     this Lease to which section 12.1 applies. This paragraph shall not apply in
     the event that the Tenant has its  voting  shares  publicly  trading on any
     stock exchange.

13. CERTIFICATE, ATTORNMENT AND SUBORDINATION

13.1 Certificate as to Lease. The Tenant shall from time to time, and within ten
     (10) days of receiving  request from the  Landlord,  execute and deliver to
     any proposed purchaser or proposed or existing mortgagee of the Premises, a
     certificate acknowledging the following:

     (a)  the Tenant is in possession of the Premises;

     (b)  this Lease is in full force and effect and  unamended,  or if the same
          has been amended, specifying such amendments;

     (c)  the Landlord is not currently in default under any term,  condition or
          covenant required to be performed by the Landlord hereunder, or if the
          Landlord is in default under any one or more of such terms, conditions
          or covenants, specifying the nature of each such default;

     (d)  the date to which the rents hereunder have been paid;

     (e)  the amount of any deposit hereunder;

     (f)  and there is no right of setoff against any rents due hereunder.

13.2 Attornment.  The Tenant shall, it requested to do so by the Landlord, agree
     with any mortgagee of the whole or any portion of the Premises to attorn to
     and become the tenant of such  mortgagee  if the  mortgagee  shall become a
     mortgagee in possession,  if such mortgagee shall agree that so long as the
     Tenant pays the rent and observes and performs the  covenants  and provisos
     herein contained on its part to be performed,  the Tenant shall be entitled
     to hold, occupy and enjoy the Premises, subject to any rights the mortgagee
     may have as a lessor,  free from any  interference  by the mortgagee or any
     person claiming by or through the mortgagee.

13.3 Subordination.  This Lease shall be deemed to be  subordinate to any charge
     or mortgage,  including any deeds of trust and mortgages and all indentures
     supplemental  thereto,  which now or  hereafter  during the Term  affect or
     relate to the  Premises  and all  modifications  or renewals  thereof.  The
     Tenant agrees to execute promptly from time to time any assurance which the
     Landlord may require to confirm this  subordination and hereby  constitutes
     the  Landlord,  the agent or  attorney  of the  Tenant  for the  purpose of
     executing any such assurance and of making application at any time and from
     time to time to register  the  postponement  of this Lease in favour of any
     such mortgage or charge in order to give effect thereto, provided that such
     mortgage or charge shall permit the Tenant to continue in quiet  possession
     of the Premises in accordance  with the terms and  conditions of this Lease
     so long as the Tenant is not in default  hereunder whether such mortgage or
     charge is in good standing or not.

14. DEFAULT

14.1 Re-entry.  If and whenever the rent hereby  reserved or any additional rent
     as herein  described  or any part  thereof,  whether the same are  lawfully
     demanded or not, is not paid when due, or if the Tenant (or the Indemnitor,
     if  any)  shall  violate  or  neglect  any  other  covenant,  agreement  or
     stipulation herein contained on its part to be kept,  performed or observed
     for a period of seven (7) days after notice  thereof from the Landlord,  or
     if the Premises shall become vacated or remain  unoccupied for fifteen (15)
     days, then the

                                      -12-


<PAGE>


     Landlord, in addition to any other remedy now or hereafter provided by law.
     r-nay at its option and without notice  terminate this Lease  forthwith and
     re-enter  and  take  possession  of the  Premises  immediately  by force if
     necessary,  and may remove all persons and property  therefrom  and may use
     such force and  assistance  in making such removal as the Landlord may deem
     advisable to recover at once full and exclusive  possession of the Premises
     and such re-entry shall not operate as a waiver or satisfaction in whole or
     in part of any right,  claim or demand arising out of or connected with any
     breach or  violation by the Tenant of any covenant or agreement on its part
     to be performed or observed.

14.2 Bankruptcy.  If the Term hereby  granted or any of the goods or chattels of
     the Tenant or the  Indemnitor  shall be at any time seized in  execution or
     attachment  by a creditor of the Tenant (or the  Indemnitor,  if any) or if
     the Tenant (or the  Indemnitor,  if any) shall make an  assignment  for the
     benefit of creditors or a bulk sale or become bankrupt or insolvent or take
     the benefit of any Act now or  hereafter in force for bankrupt or insolvent
     debtors, or if the Tenant (or the Indemnitor,  if any) is a corporation and
     an order shall be made for the winding up of the Tenant or any  Indemnitor,
     as the case may be, or other termination of its corporate  existence,  then
     this Lease shall,  at the option of the  Landlord,  cease and determine and
     the Term shall immediately become forfeit and the then current month's rent
     and the next ensuing  three (3) months' rent shall  immediately  become due
     and  payable and the  Landlord  may  re-enter  and take  possession  of the
     Premises  as though  the Tenant or other  occupants  of the  Premises  were
     holding over after the expiration of the Term without any right whatever.

14.3 Right to Relet.  If the  Landlord  re-enters,  as herein  provided,  it may
     either terminate this Lease or it may from time to time without terminating
     the Tenant's  obligations  under this Lease,  make  alterations and repairs
     considered by the Landlord  necessary to facilitate a reletting,  and relet
     the  Premises or any part  thereof as agents of the Tenant for such term or
     terms  and at such  rental  or  rentals  and  upon  such  other  terms  and
     conditions  as  the  Landlord  in  its  reasonable   discretion   considers
     advisable.  Upon each  reletting all rent and other monies  received by the
     Landlord  from the  reletting  will be  applied,  firstly to the payment of
     indebtedness other than rent due hereunder from the Tenant to the Landlord,
     secondly to the payment of costs and  expenses of the  reletting  including
     brokerage  fees and  solicitor's  fees and  costs  of the  alterations  and
     repairs,  and thirdly to the payment of rent due and unpaid hereunder.  The
     residue,  if any,  will be held by the  Landlord  and applied in payment of
     future  rent as it  becomes  due and  payable.  If rent  received  from the
     reletting during a month is less than the rent to be paid during that month
     by the Tenant,  the Tenant will pay the  deficiency  to the  Landlord.  The
     deficiency will be calculated and paid monthly. No re-entry by the Landlord
     will be construed as an election on its part to terminate this Lease unless
     a  written  notice  of that  intention  is given to the  Tenant.  Despite a
     reletting  without  termination,  the  Landlord  may  elect  at any time to
     terminate this Lease for a previous breach. If the Landlord terminates this
     Lease for any breach, in addition to other remedies it may recover from the
     Tenant all damages it incurs by reason of the breach  including the cost of
     recovering the Premises, reasonable legal fees and the worth at the time of
     termination  of the  excess,  if any,  of the  amount  of rent and  charges
     equivalent to the rent reserved in this Lease for the remainder of the Term
     over the then reasonable  rental value of the Premises for the remainder of
     the Term, all of which amounts  immediately  will be due and payable by the
     Tenant to the Landlord.  In determining  the rent which would be payable by
     the Tenant after  default,  the annual rent for each year of unexpired Term
     will be equal to the  averaged  fixed  basic  rent paid or  payable  by the
     Tenant from the beginning of the Term to the time of default, or during the
     preceding three (3) full calendar years, whichever period is shorter.

14.4 Distress.  If the Landlord  shall be entitled to levy distress  against the
     goods and  chattels  of the  Tenant,  it may use such  force as it may deem
     necessary for the purpose and for gaining admission to the Premises without
     being  liable to any  action in  respect  thereof or for any loss or damage
     occasioned  thereby and the Tenant hereby  expressly  releases the Landlord
     from

                                      -13-


<PAGE>



     all actions, proceedings, claims or demands whatsoever for or on account or
     in respect of any such  forcible  entry or any loss or damage  sustained by
     the Tenant in connection therewith.

14.5 Performing  Tenant's  Obligations.  If  the  Tenant  fails  to  perform  an
     obligation  of the Tenant  under this Lease,  the  Landlord may perform the
     obligation and for that purpose may enter upon the Premises  without notice
     and do such  things  upon or in respect  of the  Premises  as the  Landlord
     considers  necessary.  The Tenant will pay as additional  rent all expenses
     incurred by or on behalf of the  Landlord  under this  subsection  plus ten
     (10%)  percent for  overhead  upon  presentation  of a bill  therefor.  The
     Landlord  will not be liable to the Tenant  for loss or  damages  resulting
     from such action by the Landlord.

14.6 Landlord's  Expenses  Enforcing  Lease.  In the  event  that  it  shall  be
     necessary for the Landlord to retain the services of a lawyer or bailiff or
     any other  proper  person for the  purpose of  assisting  the  Landlord  in
     enforcing any of its rights  hereunder,  the Landlord  shall be entitled to
     collect  from the  Tenant  the cost of all such  services  incurred  by the
     Landlord as if the same were rent reserved and in arrears hereunder.

15. CONDOMINIUM ACT PROVISIONS.

15.1 Interpretation.  In this section 15 and where used elsewhere in this Lease,
     the following words shall have the following meanings:

     (a)  "Condominium Act" means the Condominium Act,  R.S.B.C.,  1996, Chapter
          64 and any amendments and successor legislation thereto;

     (b)  "Strata  Corporation" means the Strata Corporation created pursuant to
          the Condominium Act with respect to the Building;

     (c)  "By-laws'  means the by-laws of the Strata  Corporation in force under
          the Condominium Act as amended by the Strata  Corporation from time to
          time;

     (d)  "Rules and Regulations"  means the rules and regulations of the Strata
          Corporation from time to time;

     (e)  "Owner" means owner as that term is defined in the Condominium Act,

     (f)  "Strata  Lot"  means a  strata  lot as that  term  is  defined  in the
          Condominium Act.

15.2 Tenant's  Obligations.  Notwithstanding  any other provision of this Lease,
     the Tenant hereby agrees as follows:

     (a)  to  comply  with the  Condominium  Act and the  By-laws  and Rules and
          Regulations;

     (b)  at the time of execution of this Lease,  to deliver to the Landlord an
          executed  Form 'D'  under  the  Condominium  Act with  respect  to the
          Premises;

     (c)  to promptly pay to the Landlord as  additional  rent the amount of all
          regular  monthly  strata  maintenance  fees which may be levied by the
          Strata  Corporation  from time to time  during  the Term  against  the
          Landlord as Owner of the Premises, provided that the Tenant shall have
          no obligation to pay for special assessments; and

     (d)  that if,  pursuant to the  Condominium  Act, a Form "B"  thereunder is
          registered  against  title to the Premises the Tenant shall within ten
          (10) days after receipt of notice  thereof obtain and file a discharge
          of the Form 'B" from title to the Premises.

                                      -14-



<PAGE>


15.3 No  Assignment as Owner.  Nothing  herein  contained  shall be construed or
     deemed to be an  assignment  by the  Landlord  to the  Tenant of any of the
     Landlord's rights and powers as Owner of the Premises.

15.4 Strata  Corporation.  The Landlord and the Tenant agree that the provisions
     contained  in this Lease  shall be subject to and deemed to be  modified as
     required to comply with the terms of the  Condominium  Act, the By-laws and
     Rules and  Regulations  to reflect  the fact that the  Premises  comprise a
     strata lot of which the  Landlord is Owner and that  certain  payments  and
     obligations  of the Landlord  hereunder may in fact be made or performed by
     the Strata Corporation.  Where any payments to be made or obligations to be
     performed or which may be made or performed by the Landlord  hereunder  are
     in fact made or performed by the Strata  Corporation  the Landlord shall be
     deemed to have fulfilled its  obligations  hereunder and any  corresponding
     repayment  or  obligations  of the  Tenant  may  thereafter  be  made to or
     performed for the benefit of the Strata  Corporation  where any obligations
     to be performed by the Landlord  hereunder  are  obligations  of the Strata
     Corporation  under  the  Condominium  Act or the  Bylaws  or the  Rules and
     Regulations, the Landlord's obligation shall be interpreted as meaning that
     the Landlord shall use its best efforts to cause the Strata  Corporation to
     perform such obligations.

16. RENEWAL

16.1 Provided  that,  and for so long as the Tenant  pays the Rent and  performs
     each and every of the  covenants,  conditions  and  agreements in the Lease
     reserved  and  contained  and on the  part of the  Tenant  to be  paid  and
     performed  and is not and has not been in  default in respect of any of the
     same and  there  has been no  adverse  change  of any sort in the  Tenant's
     financial  condition  or capacity the  Landlord  will,  upon the request in
     writing  by the  Tenant  given at least  six (6)  months  and not more than
     twelve  (12)  months  prior  to the  expiration  of the Term  (the  "Notice
     Period"),  grant to the Tenant a renewal  lease of the Premises for one (1)
     further  term  of  five  (5)  years  upon  and  subject  to the  covenants,
     conditions and agreements as are set forth in the Landlord's  standard form
     of lease for the  Building  then in use,  save and except  that the renewal
     lease shall not contain any  provision  for further  renewal and the annual
     basic rent shall be the market rate for similar  premises of similar  size,
     use and location one hundred  twenty (120) days prior to the expiry date of
     this Lease,  without  deduction of allowance  for or  consideration  of any
     tenant inducements,  leasehold improvement  allowances,  rent free periods,
     lease  takeovers,   turnkey  or   "build-to-suit"   arrangements  or  other
     concession  or  inducement  offered of given by  landlords  to achieve such
     rental (the "New Annual Basic Rent"). If requested by the Tenant during the
     Notice  Period,  the  Landlord  will  provide the Tenant with a copy of its
     standard  form of lease for the Building  then in use. The New Annual Basic
     Rent shall be mutually  agreed to by the  Landlord  and the Tenant at least
     ninety (90) days prior to the expiration of the Term, and failing agreement
     shall be determined by three (3) accredited real estate brokers (the 'Three
     Experts")  at least thirty (30) days prior to the  expiration  of the Term,
     which  experts  shall  be  familiar  with  rental  rates in the area of the
     Premises,  one of whom shall be appointed by the Landlord (the  "Landlord's
     Expert') and all costs  associated with the Landlord's  Expert shall be the
     sole  responsibility of the Landlord,  and one expert shall be appointed by
     the  Tenant  (the  "Tenant's  Expert")  and all costs  associated  with the
     Tenant's  Expert  shall  be the  sole  responsibility  of the  Tenant.  The
     appointment  of the third expert (the "Third  Expert") shall be agreed upon
     by the  Landlord's  Expert  and  the  Tenant's  Expert  and  50%  of  costs
     attributable  to the  Third  Expert  shall be borne by the  Tenant  and the
     remaining 50% of costs  attributable  to the Third Expert shall be borne by
     the Landlord. Together the Three Experts, acting reasonably, shall make the
     final  determination  of the New  Annual  Basic  Rent and  should the Three
     Experts  be unable to agree  among  themselves  on the  determination,  the
     opinion of the majority, being two (2) of the Three Experts, shall be final
     and binding on the Landlord and

                                      -15-


<PAGE>


     Tenant.  The determination of the New Annual Basic Rent shall be considered
     an    arbitration    pursuant   to   the   Commercial    Arbitration    Act
     of British Columbia.

16.2 In the event that the New  Annual  Basic  Rent is  determined  by the Three
     Experts pursuant to subsection 16.1, such New Annual Basic Rent shall apply
     to the first and second years of the renewal term, the annual basic rent in
     respect of the third year of the  renewal  term shall be Fifty  (.50) Cents
     per square  foot  higher  than the annual  basic rent in effect  during the
     second year of the renewal term and the annual basic rent in respect of the
     fourth and fifth years of the  renewal  term shall be Fifty (.50) Cents per
     square foot higher  than the annual  basic rent in effect  during the third
     year of the renewal term.

17. OVERHOLDING

17.1 If the Tenant shall continue to occupy the Premises after the expiration of
     the renewal term which may be granted  hereby and the Landlord shall accept
     rent,  the new  tenancy  thereby  created  shall be  deemed to be a monthly
     tenancy  with the basic rent equal to one hundred and  twenty-five  percent
     (125%) of the basic  monthly  rent for the last month of the Term and shall
     be otherwise subject to the covenants and conditions  including  additional
     rent and Goods  and  Services  Tax in this  Lease  insofar  as the same are
     applicable to a tenancy from month to month.

18. WAIVER

18.1 The failure of the Landlord or the Tenant to insist upon strict performance
     of any  covenant or  condition  contained  in the Lease or in the rules and
     regulations  attached  hereto  shall  not  be  construed  as  a  waiver  or
     relinquishment  in the future of any such covenant,  condition or rules and
     regulations.  The  acceptance  of  any  rent  or  the  performance  of  any
     obligations  hereunder  by a person  other  than the  Tenant  shall  not be
     construed as an  admission by the Landlord of any right,  title or interest
     of such person as a  subtenant,  assignee,  transferee  or otherwise in the
     place and stead of the Tenant.  All rights and  remedies of the Landlord in
     this Lease contained shall be cumulative and not alternative.

19. NOTICES Notice.

19.1 Any notice, waiver or other communication required or permitted to be given
     hereunder  shall be in writing and signed by or on behalf of such party and
     shall be given to the other  party by  delivery  thereto,  or by sending by
     prepaid registered mail, telex, facsimile, telegram or cable to the address
     of the other party as  hereinbefore  set forth or to such other  address of
     which  notice is given,  and any  notice  shall be deemed  not to have been
     sufficiently given until it is received.  Any notice or other communication
     contemplated  herein  shall be  deemed  to have  been  received  on the day
     delivered,  if delivered,  on the fourth business day following the mailing
     thereof,  if sent by registered mail, and the second business day following
     the transmittal thereof, if sent by telex, facsimile, telegram or cable. If
     normal  mail,  telex,  facsimile,   telegram  or  cable  service  shall  be
     interrupted  by strike,  slowdown,  force major or other  cause,  the party
     sending the notice shall  utilize any of the such  services  which have not
     been so  interrupted or shall deliver such notice in order to ensure prompt
     receipt of same by the other party.

20. MISCELLANEOUS

20.1 Amendment. No alteration,  amendment, change or addition to this Lease will
     be binding upon the Landlord and the Tenant unless in writing and signed by
     the parties hereto.

20.2 Time  of the  Essence.  Time  is of the  essence  of this  Lease  and  each
     provision hereof.

                                      -16-


<PAGE>


20.3 No  Registration.  This Lease or any notice  hereof or any caution or other
     instrument  indicating  an interest in the Premises by virtue of this Lease
     shall not be executed in registerable form nor registered against the title
     to the Premises.

20.4 Further  Assurances.  Each of the parties  hereby  covenants  and agrees to
     execute any  further  and other  documents  and  instruments  and to do any
     further and other things that may be  necessary to implement  and carry out
     the intent of this Agreement.

20.5 Successors and Assigns. This Agreement shall enure to the benefit of and be
     binding  upon  the  parties  hereto,  their  respective  heirs,  executors,
     administrators, successors and permitted assigns.

21. ADDITIONAL PROVISIONS

21.1 Parking.  The Landlord  shall make  available to the Tenant  throughout the
     Term and any renewal thereof the use of up to ten (10)  designated  parking
     stalls in the underground  parking of the Building at the prevailing market
     rental rates in effect from time to time, provided that the Tenant notifies
     the  Landlord,  in writing,  of its parking  requirements  at least two (2)
     months in advance.  Any additional  parking  stalls  required by the Tenant
     would be subject to availability and at prevailing market rental rates.

21.2 Right of First Refusal to Lease Portion of Eighth Floor.  Provided that the
     Tenant has not defaulted in payment of any Rent under this Lease and is not
     in default under this Lease,  if at any time during the Term or any renewal
     term the Landlord  receives an acceptable  written offer from a third party
     (the  "Third-Party  Offer') to lease all or any of the Landlord's 8th Floor
     Suites,  the Landlord shall notify the Tenant in writing  stating the terms
     of the Third-Party Offer (the "Notice") and the Tenant shall have the right
     to lease the space referred to in the Third-Party Offer upon the same terms
     and conditions as are contained in the Third-Party Offer, provided that the
     Tenant must  exercise such right by written  notice to the Landlord  within
     three (3)  business  days after the date of receipt of the Notice  save and
     except that,  notwithstanding  the terms and conditions of the  Third-Party
     Offer:

     (a)  the Landlord  shall be  responsible  for  completing the Base Building
          Work in respect of the subject space;

     (b)  upon  completion of the Base Building Work the Tenant shall have a two
          (2) month Fixturing period,  during which time the Tenant shall not be
          responsible  for Rent but shall be  responsible  for the utility costs
          separately  metered or charged  in  respect of the  subject  space and
          shall be bound by all other terms of the Landlord's  then current form
          of lease from the date of first  occupancy of the subject space by the
          Tenant for the purposes of Fixturing the subject space; and

     (c)  the  commencement  date of the term in  respect  of the  lease for the
          subject  space shall be the day  following the expiry of the aforesaid
          Fixturing period.

     If the Tenant  shall fail to  exercise  such  right as  aforesaid  then the
     Tenant's  right of first  refusal  to lease  the space  referred  to in the
     Third-Party  Offer  thereupon  shall  terminate.  Notwithstanding  that the
     Tenant does not exercise its right of first refusal in respect of any space
     referred to in a Third-Party  Offer, the Tenant's right of first refusal in
     respect  of any  subsequent  offer  to  lease  any of  the  balance  of the
     Landlord's  8th Floor Suites  shall  continue  throughout  the Term and any
     renewal term.

21.3 Landlord's  Base  Building  Work.  The Landlord  shall be  responsible  for
     completing  the Base  Building  Work in respect of the  Premises  (with the
     exception of Suite No. 902) and the  installation  of the heat pump unit in
     Suite No. 903. The Landlord shall work in  conjunction  with the Tenant and
     the Tenant's architect/space planner and make its best efforts to

                                      -17-


<PAGE>



     complete  the  Base  Building  Work by the 15th  day of May,  1999.  If the
     Landlord does not complete the  Landlord's  Base Building Work as aforesaid
     then the Tenant may, but shall not be obligated  to,  complete such work at
     its cost and set-off such costs  against Rent  payable  hereunder  provided
     that:

     (a)  the terms and conditions of subsection 8.1 shall apply; and

     (b)  such Tenant's  costs are  reasonable and represent the lowest of three
          (3)  arms-length  bids,  copies  of which  are to be  provided  to the
          Landlord  together  with such other  documents  that the  Landlord may
          reasonably request for verification of such costs.

21.4 Suite No. 902. To compensate the Landlord for the existing  improvements to
     Suite No. 902, the Tenant shall pay to the Landlord the following sums:

     (a)  Ten Thousand ($1 0,000.00) Dollars upon execution of this Lease;

     (b)  Thirty Thousand ($30,000.00) Dollars upon the later of the 31st day of
          May, 1999 and the Landlord vacating Suite No. 902; and

     (c)  Twenty Thousand ($20,000.00) Dollars within ninety (90) days after the
          Landlord has vacated Suite No. 902.

21.5 Option to Lease Portion of Eighth Floor.  Subject to any of the  Landlord's
     8th Floor  Suites  having  been  leased  or agreed to be leased to  another
     tenant as  contemplated  under  subsection  21.2, the Tenant shall have the
     right to lease the Landlord's 8th Floor Suites upon the following terms and
     conditions:

     (a)  the Tenant may  provide  written  notice to the  Landlord  at any time
          during  the  initial  Term of this  Lease  advising  of  which  of the
          Landlord's  8th Floor  Suites it would like to lease (the  "Additional
          8th Floor Suite"),  wherefore the Landlord  shall be  responsible  for
          completing the Base Building Work in respect thereof.  Notwithstanding
          the  foregoing,  the Tenant shall be obligated to give notice to lease
          one (1) of the  Landlord's  8th Floor Suites  within  ninety (90) days
          after the Landlord  has vacated  Suite No. 902 as  contemplated  under
          subsection 21.4;

     (b)  upon the Landlord  commencing the Base Building Work in respect of the
          Additional  8th Floor Suite the Tenant  shall pay the  Landlord,  as a
          contribution  to the cost of such work,  the  following  sum (plus any
          applicable GST):

     $20,000 x square  footage of Additional  8th Floor Suite square  footage of
     all of Building's 8th floor Strata Lots

     (c)  the terms and  conditions  of the lease for the  Additional  8th Floor
          Suite shall be the same terms and  conditions  as are contained in the
          Landlord's then current form of lease, subject to the following:

          (i)  the Tenant shall have a two (2) month Fixturing period commencing
               upon the  completion  of the  Landlord's  Base  Building  Work in
               respect of the Additional 8th Floor Suite during which period the
               Tenant shall not be responsible for Rent hereunder,  but shall be
               responsible for the utility costs  separately  metered or charged
               in respect of the  Additional  8th Floor Suite and shall be bound
               by all other terms of lease from the date of first  occupancy  of
               the  Additional  8th Floor Suite for the  purposes of  fixturing;
               6435.136@000

                                      -18-


<PAGE>


          (ii) the term  shall  commence  upon the  earlier of the expiry of the
               Fixturing  period  referred to in subsection  21.5(c)(1)  and the
               term shall end on the same day as the termination of this Lease;

          (iii)the basic  rent per  square  foot for each year or part of a year
               shall equal the rent per square foot being  charged  from time to
               time under this Lease (for  example,  if the term of the lease in
               respect of the Additional 8th Floor Suite  commences  eighteen (1
               8) months  into the Term of this  Lease  then the rate per square
               foot under the lease  shall be $1 1.00 for the first 6 months and
               $11.50 for the next 12 months;

          (iv) the lease shall have the same right of renewal as in this Lease;

          (v)  a deposit shall be held against the last two (2) months' Rent and
               shall be equal to:

     $20,000 x square  footage of Additional  8th Floor Suite square  footage of
     all of the Building's 8th floor Strata Lots

     (d)  the deposit referred to in subsection  21.5(c)(v) shall be paid to the
          Landlord upon the earlier of the execution of the lease and the Tenant
          first  taking  occupancy  of the  Additional  8th Floor  Suite for the
          purposes of fixturing.

21.6 Cancellation.  The Tenant  shall have the right to cancel this Lease (which
     would also include any lease made pursuant to subsection  21.5) at any time
     during the 3rd,  4th and 5th years of the initial  Term by way of providing
     at least three (3) months prior written  notice  together with a payment to
     the  Landlord  delivered  with such notice in the amount of Sixty  Thousand
     ($60,000.00) Dollars (plus any applicable GST).

21.7 Shop A. The Tenant  acknowledges  that all common  areas must be kept clear
     and agrees not to use the area in front of Shop A for storage or  packaging
     purposes and to keep such area clear at all times.

21.8 Lobby  Renovation.  Upon the written  request from the Landlord at any time
     during  the Term of this Lease or any  renewal  thereof,  the Tenant  shall
     surrender that portion of Shop A indicated as the cross-hatched area on the
     plan attached as Schedule 'B', being approximately  ninety (90) square feet
     of rental  area on the ground  floor,  for the  purpose  of the  Landlord's
     renovation of the lobby. Upon making such written request:

     (a)  the Tenant shall  vacate the subject  area within  thirty (30) days of
          receiving such request;

     (b)  the Landlord  shall be  responsible  for  constructing  a new demising
          wall, at the Landlord's  cost, to define the new rental area of Shop A
          and for installing  utility grade double doors or an oversized  single
          door from the lobby to Shop A; and

     (c)  the Rent shall be adjusted in accordance  with the reduced area of the
          Premises.

2.9  Card Reader.  The Landlord agrees to request the Strata  Corporation of the
     Building to install an electronic  security card reader in the elevators of
     the Building as and when required by the Tenant and the Tenant acknowledges
     that the basis of such  request  and  installation  will be that the Tenant
     shall pay all costs for such installation and ongoing repairs thereto.

21.10Special Signage.  The Landlord agrees to request the Strata  Corporation of
     the  Building to approve the  installation  of a pedestal  sign bearing the
     Tenant's name to be placed outside of

                                      -19-


<PAGE>




     the  Building  fronting  Howe Street and the Tenant  acknowledges  that the
     basis of such  request and  installation  will be that the Tenant shall pay
     ail costs for such  installation and ongoing repairs thereto and the Tenant
     further acknowledges that the design and location of any such signage shall
     require  the  approval  of  the  Landlord   which  approval  shall  not  be
     unreasonably withheld.

The  parties  hereto  have  executed  this Lease on the day and year first above
written.

356535 B.C. LTD. by its
Authorized Signatory(ies):

/s/
-----------------------------
Authorized Signatory


-----------------------------
Authorized Signatory

MILINX MARKETING GROUP, INC. by
Its Authorized Signatory(ies):

/s/
-----------------------------
Authorized Signatory


-----------------------------
Authorized Signatory



                                      -20-




</TEXT>
</DOCUMENT>
