INFOWAVE SOFTWARE INC
LEASE
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>LEASE
<TEXT>



                                                                    EXHIBIT 10.1


                                      INDEX

                                                                    Page No.
                                                                    --------

Article 1 Basic Terms, Specific Provisions and Definitions
----------------------------------------------------------
1.01     Basic Terms                                                     1
1.02     Specific Provisions                                             2
1.03     Definitions                                                    11


Article 2 Leased Premises and Term
----------------------------------
2.01     Leased Premises                                                14
2.02     Initial Term                                                   14
2.03     Possession                                                     14
2.04     Acceptance of Leased Premises                                  14
2.05     Security Deposit                                               14


Article 3  Rent
---------------
3.01     Basic Rent                                                     14
3.02     Basis of Determining Basic Rent                                14
3.03     Post-dated Cheques                                             14
3.04     Waiver of Offset                                               14


Article 4 Tenant's Covenants
----------------------------
4.01     Rent                                                           15
4.02     Tenant's Taxes                                                 15
4.03     Tenant's Sales Taxes                                           15
4.04     Utilities                                                      15
4.05     Taxes                                                          15
4.06     Increased Taxes                                                15
4.07     Reduction of Taxes                                             15
4.08     Other Costs                                                    15
4.09     Adjustments                                                    15
4.10     Sales Tax Exclusion                                            15
4.11     Net Lease                                                      16
4.12     Evidence of Payment                                            16
4.13     Permitted Use                                                  16
4.14     Waste and Nuisance                                             16
4.15     Insurance Risks                                                16
4.16     Condition                                                      16
4.17     By-laws                                                        16
4.18     Fire Exit Doors                                                16
4.19     Rules and Regulations                                          16
4.20     Overholding                                                    16
4.21     Use and Occupancy Prior to Term                                16
4.22     Signs                                                          16
4.23     Inspection and Access                                          16
4.24     Showing Leased Premises                                        17
4.25     Access to Building Outside                                     17
         Normal Business Hours
4.26     Name of Building                                               17
4.27     Use of Common Areas                                            17
4.28     Operating Name                                                 17
4.29     Covenant to Operate                                            17
4.30     New Indemnity                                                  17
4.31     Cleaning                                                       17
4.32     Compliance with Environmental Laws                             17
4.33     Reports                                                        17
4.34     Audit and Remedial Action                                      18
4.35     Indemnity                                                      18
4.36     Survival                                                       18
4.37     Parking                                                        18
4.38     Valet Parking System                                           18


Article 5  Landlord's Covenants
-------------------------------
5.01     Quiet Enjoyment                                                18
5.02     H.V.A.C.                                                       18
5.03     Elevators                                                      18
5.04     Use of Common Areas                                            19
5.05     Washrooms                                                      19
5.06     Maintenance of Common Areas                                    19
5.07     Janitor Service                                                19


Article 6  Repair, Damage and Destruction, Alterations
------------------------------------------------------
6.01     Landlord's Repairs                                             19
6.02     Tenant's Repairs                                               19
6.03     Abatement and Termination                                      19
6.04     Landlord's Alterations                                         20
6.05     Relocation of Leased Premises                                  20


Article 7 Utilities and Additional Services
-------------------------------------------
7.01     Water and Telephone                                            20
7.02     Electricity                                                    21
7.03     Additional Services                                            21
7.04     Alteration                                                     21


Article 8  Licenses, Assignments and Subletting
-----------------------------------------------
8.01     Licenses, Etc.                                                 21
8.02     Assignments and Subletting                                     21
8.03     Change in Control of Tenant                                    22


Article 9 Fixtures and Improvements
-----------------------------------
9.01     Installation of Fixtures & Improvements                        22
9.02     Liens and Encumbrances                                         22
9.03     Removal of Fixtures & Improvements                             22


Article 10 Insurance and Liability
----------------------------------
10.01    Landlord's Insurance                                           23
10.02    Tenant's Insurance                                             23
10.03    Limitation of Landlord's Liability                             23
10.04    Limitation of Tenant's Liability                               23
10.05    Indemnity of Landlord                                          23


Article 11 Subordination, Attornment,
Registration and Certificates
-----------------------------
11.01    Sale or Financing of Building                                  23
11.02    Subordination or Attornment                                    24
11.03    Registration                                                   24
11.04    Certificates                                                   24
11.05    Assignment by Landlord                                         24


Article 12 Unavoidable Delays and Acceptance of Payments
--------------------------------------------------------
12.01    Unavoidable Delay                                              24
12.02    No Admission                                                   24
12.03    Part Payment                                                   24


Article 13 Remedies of Landlord's and Tenant's Default
------------------------------------------------------
13.01    Remedying by Landlord, Non-Payment
         and Interest                                                   24
13.02    Remedies Cumulative                                            24
13.03    Right of Re-entry on Default or Termination                    24
13.04    Termination and Entry                                          25
13.05    Payment of Rent, Etc., on Termination                          25
13.06    Waiver of Distress                                             25
13.07    Re-Letting, Etc                                                25
13.08    Unclaimed Property                                             25


Article 14 Events Terminating Lease
-----------------------------------
14.01    Cancellation of Insurance                                      25
14.02    Bankruptcy, Etc.                                               25
14.03    Prohibited Occupancy, Etc.                                     25


Article 15 Miscellaneous
------------------------
15.01    Notices                                                        25
15.02    Extraneous Agreements                                          26
15.03    Severability                                                   26
15.04    Time of Essence                                                26
15.05    Area Determination                                             26
15.06    Successors and Assigns                                         26
15.07    Waiver                                                         26
15.08    Governing Law                                                  26
15.09    Captions                                                       26


Article 16 Renewal and Arbitration
----------------------------------
16.01    Renewal                                                        26
16.02    Arbitration                                                    26


SCHEDULES
---------
A        Floor Plan                                                     28
B        Rules and Regulations                                          29
C        Permitted Signage                                              31
D        Operating Costs Exclusions                                     32
E        R&M Budget Year 2000                                           33
F        Operating Expense Accounts                                     34
G        Rendering                                                      35
H        Expansion Premises                                             36

<PAGE>


THIS LEASE is made the 26th day of April,  2000 and entered into by the Landlord
and Tenant named herein who, in  consideration of the rents and covenants herein
contained, covenant and agree as follows:

                                    ARTICLE 1

                BASIC TERMS, SPECIFIC PROVISIONS and DEFINITIONS

1.01 Basic Terms. The basic terms of this Lease are:


(a)  (i)  Landlord:                      TONKO-NOVAM MANAGEMENT LTD. as Agent
                                         of the Owners

     (ii) Address of Landlord:           480 - 789 West Pender Street,
                                         Vancouver, B.C. V6C 1H2
                                         Telefax: (604) 684-9122


(b)  (i)  Tenant (legal name):           INFOWAVE SOFTWARE, INC.

     (ii) Address of Tenant:             200 - 4664 Lougheed Highway
                                         Burnaby, B.C.   V5C 5T5
                                         Telefax: (604) 473-3645

(c)  Leased Premises:                    Suite 200, 4664 Lougheed Highway,
                                         Burnaby, B.C.

(d)  Rentable Area of Leased Premises:   24,497 square feet of premises
                                         designated for office use, subject to
                                         Section 15.05.

(e)  Initial Term:                       Six (6) years commencing on the
                                         Commencement Date.

(f)  Commencement Date:                  June 1, 2000

<TABLE>
(g)  Basic Rent:                         Lease Year        Per Sq. Ft. Per Annum     Per Annum         Per Month
                                         ----------        ---------------------     ---------         ---------
<S>                                         <C>             <C>                     <C>               <C>
                                            1-6               $13.00                $318,461.00        $26,538.42
</TABLE>

                                         Save and except  that the Basic Rent
                                         shall be  forgiven  by the  Landlord
                                         for the period  from June 1, 2000 to
                                         August 31, 2000.

(h)  Permitted Business:                 General office use for the conduct of
                                         the Tenant's business and for no other
                                         purpose.

(i)  Operating Name of Business:         Infowave Software, Inc.

(j)  Security Deposit:                   $26,538.42

(k)  Renewal Terms:                      First Renewal Term:  5 years (from
                                             June 1, 2006 to May 31, 2011)
                                         Second Renewal Term: 5 years (from
                                             June 1, 2011 to May 31, 2016)

(l)  Allowed Number of Vehicle(s):       Three (3) vehicles per 1,000 sq.ft. of
                                         Rentable Area divided as follows:  Ten
                                         (10) reserved stalls in the secured
                                         parkade; three (3) surface parking
                                         stalls in front of the building,
                                         reserved exclusively for the Tenant
                                         between 6:30am and 5:30pm, Monday to
                                         Friday, and random at all other times
                                         (if the Tenant is already parked in the
                                         stall(s) before 5:30pm they do not have
                                         to relocate the car(s)); parking rights
                                         for the remaining sixty (60) vehicles
                                         in the secured parkade, random or under
                                         valet parking arrangements managed by
                                         the Building parking operator; and if
                                         available, and if requested by the
                                         Tenant, additional parking rights shall
                                         be provided on a month to month basis,
                                         subject to termination with thirty (30)
                                         days' written notice by either party.

(m)  Parking Rates:                    Lease Year      Per Month and Per Vehicle
                                       ----------      -------------------------
                                          1-3             $35.00  (fixed)
                                          4-6             Prevailing market rate


The Landlord and Tenant agree to the foregoing  basic terms.  Each  reference in
this  Lease  to any of the  Basic  Terms  shall  be  construed  to  include  the
provisions set forth above as well as all of the additional terms and conditions
of the  applicable  Sections of this Lease where such Basic Terms are more fully
set forth.



                                      -1-
<PAGE>


1.02 Specific Provisions.  The following provisions (the "Specific  Provisions")
have been  agreed  upon by the Tenant and the  Landlord  to add to or modify the
standard  provisions of the Lease which are those  contained in ARTICLES 2 to 16
of this Lease (the "Standard Provisions").  In case of discrepancy, the Specific
Provisions will prevail over the Standard Provisions.

(A)  Exclusivity.  As long as Canon Canada Inc.  ("Canon")  or a  subsidiary  or
     affiliate of Canon is a tenant of the Building, the Tenant shall not assign
     the Lease or sub-lease all or part of the Leased Premises to any competitor
     of Canon or of Canon's  affiliates or subsidiaries and the Tenant shall not
     conduct any business in the Leased  Premises that would cause the Tenant to
     become or to be perceived as a competitor of Canon or of Canon's affiliates
     or subsidiaries.  For the purpose of this Lease a competitor of Canon or of
     Canon's affiliates or subsidiaries is a major supplier, distributor, dealer
     or  manufacturer  of cameras and lenses and/or  business  machines (such as
     copying and  telecopying  machines,  scanners and  printers) of the kind of
     Ikon,  Xerox,  Sony and  Nikon in 1999.  For  clarification,  suppliers  of
     products and/or services that sell also small amounts, as compared to their
     total sales,  of cameras and lenses or business  machines are not deemed to
     be  competitors  of Canon or of Canon's  affiliates  or  subsidiaries  (for
     example a marine or outdoor equipment  supplier which sells also waterproof
     binoculars and cameras).

(B)  Fixed Options to Expand.  The Landlord  grants to the Tenant the options to
     lease the  following  areas  (the  "Expansion  Premises")  on the terms and
     conditions  as  outlined  in the table set out  below.  At the date of this
     Lease Agreement, all Expansion Premises are improved and partitioned except
     the premises  shown as "Option  Area 8" in Schedule  "H"  attached  hereto,
     which the Landlord will improve by July 31, 2000.  The Landlord shall grant
     to the Tenant  parking rights for two (2) vehicles per 1,000 square feet of
     Expansion  Premises  leased to the Tenant at the Parking Rates specified in
     Section 1.01(m).

<TABLE>
====================================================================================================================================
  Option         Size       Required Notice Period      Commencement       Expiration                     Rental Rate
                                                            Date              Date
=========== =============== ======================== =================== =============== ===========================================
<S>         <C>             <C>                         <C>              <C>             <C>
    1.      2nd Floor       Between Feb. 1/00 and        Sept. 1/00      May 31, 2006    $13.00 p.s.f. with $5.00 TI Allowance,
            1,503 sq.ft.    Mar. 31/00                                                   2 months gross free fixturing period

    2.      2nd Floor       Between Sept. 1/00 and        May 1/01       May 31, 2006    $13.00 p.s.f. with $5.00 TI Allowance,
            2,104 sq.ft.    Sept. 15/00                                                  2 months gross free fixturing period

    3.      2nd Floor       Between May 1/07 and         Jan. 1/08       Coterminous     $13.00 p.s.f. with $15.00 TI Allowance,
            12,124 sq.ft.   May 15/07                                    with the then   2 months gross free fixturing period
                                                                         existing
                                                                         lease of the
                                                                         Tenant

    4.      2nd Floor       Between Apr. 1/02 and        Oct. 1/02       May 31, 2006    $13.00 p.s.f. with $5.00 TI Allowance,
            4,956 sq.ft.    Apr. 15/02                                                   2 months gross free fixturing period

    5.      2nd Floor       Between Apr. 1/02 and        Oct. 1/02       May 31, 2006    $13.00 p.s.f. with $5.00 TI Allowance,
            4,090 sq.ft.    Apr. 15/02                                                   2 months gross free fixturing period

    6.      2nd floor       Between Mar. 1/03 and        Oct. 1/03       May 31, 2006    $13.00 p.s.f. with $5.00 TI Allowance,
            967 sq.ft.      Mar. 15/03                                                   2 months gross free fixturing period

    7.      2nd Floor       Between Mar. 1/03 and        Nov. 1/03       May 31, 2006    $13.00 p.s.f. with $0.00 TI Allowance,
            2,659 sq.ft.    Mar. 15/03                                                   2 months gross free fixturing period

    8.      2nd floor       Between Feb. 1/04 and        July 1/ 04      May 31, 2006    $13.00 p.s.f. with $0.00 TI Allowance,
            5,001 sq.ft.    Feb. 15/04.                                                  1 month gross free fixturing period
</TABLE>


     If any of the existing  leases for the  "Expansion  Premises" is terminated
     for any reason  whatsoever prior to the natural expiry of said leases,  the
     "Required Notice Period" shall be fifteen (15) days from receipt of written
     notice from the  Landlord.  The  "Commencement  Date" shall be the later of
     thirty (30) days after  receipt of notice by the  Landlord  and thirty (30)
     days after the tenant has vacated the Expansion Premises.

     The Landlord  shall use its reasonable  commercial  efforts to persuade the
     existing tenant, occupying the space noted as Option #3 in the table above,
     not to exercise  its option to renew or to accept an early  termination  of
     its lease.

(C)  First Right of Refusal.  The Landlord grants to the Tenant,  throughout the
     term of the Lease  commencing  July 1st,  2000,  an ongoing  first right of
     refusal (the "First  Right of Refusal") to accept the terms and  conditions
     of any acceptable bona fide offer to lease,  received by the Landlord,  for
     any space that comes available for lease throughout the Building except the
     premises at warehouse  level and at the mezzanine  level.  The Tenant shall
     have three (3) business days following written notification of the terms of
     a bona fide  acceptable  offer to lease to exercise this right.  This First
     Right of Refusal is subordinate to any previous rights of other tenants.

     Any right granted to a tenant under an offer to lease that was submitted to
     the  Tenant,  as provided  under this First Right of Refusal,  and that the
     Tenant has not accepted  under that right,  shall then become senior to any
     further First Right of Refusal of the Tenant; for example,

     In the year 2000, ABC Co. offers to lease Unit Z at Brentwood Office Centre
     for 3 years with a 2 year renewal option.  Upon receipt of that offer,  the
     Landlord will give notice to Infowave as required under the Offer to Lease.
     If Infowave accepts to match the offer,  they will be entitled to lease the
     space for 3 years with a 2 year renewal option.  However,  if Infowave does
     not exercize its First Right of Refusal, after the expiration of the 3 year
     term,  ABC Co.  will have a right to renew for 2 years which will be senior
     to the First  Right of Refusal of  Infowave.  (In other  words,  Infowave's
     First Right of Refusal  will only be effective if ABC Co. does not exercize
     their right of renewal.)

(D)  Landlord's  Work.  The Landlord shall have a period of thirty (30) business
     days from the date the Tenant executes the Lease to complete the Landlord's
     Work.  The  Landlord  will be  responsible  for  the  following  work  (the
     "Landlord's Work") at the Landlord's expense:



                                      -2-
<PAGE>

     (a)  subject  to  the  Landlord's   approval  of  the  Tenant's   leasehold
          improvements  plans in respect to their  compliance with the codes and
          the  characteristic  of the  Building,  any  improvements  or upgrades
          required  for the  Building  or the Leased  Premises  to meet  current
          building  codes  for  the  occupancy  of the  Leased  Premises  except
          modifications to the sprinkler  systems to meet Tenant's  layout,  and
          any other  modifications  required by  characteristics of the Tenant's
          layout which are specific to the Tenant;

     (b)  any  required  demising  walls to  building  standard  and to  install
          building standard corridors or entry/exit doors, if required,  to meet
          applicable codes and bylaws;

     (c)  lighting - existing  lighting  with the  replacement  of the  existing
          light lens to silver  parabolic  lenses  throughout the Premises on an
          open plan basis.

     (d)  window coverings - building standard horizontal venetian blinds on all
          exterior windows;

     (e)  ceiling - Landlord to install  ceiling tiles upon completion of Tenant
          Improvements;

     (f)  HVAC  -  new  constant   volume   interior  air  handling  units  with
          economisers  providing  uninterrupted  ventilation  and client control
          within the  interior  of the  building;  hot water  coils  provide the
          heating  directly to each area within the zone and all  functions  are
          controlled via direct digital control and building management systems.

     (g)  supply and install a 2 ton cooling unit  dedicated  for server room at
          the  Tenant's  cost.  The Tenant  shall be allowed to  relocate  their
          existing dedicated unit presently serving their current server room;

     (h)  existing  concrete  floor is  accepted  as ready  for  Tenant's  floor
          coverings;

     (i)  demolition  -  Landlord   shall  remove  the  existing   improvements,
          partitioning walls, etc. and cap off existing plumbing as required;

     (j)  -  power  - the  entire  Second  Floor  is  served  by two  designated
          electrical rooms, one at the north end and one at the south end. These
          two electrical  rooms each consist of: existing 400 AMP, 120/208 Volt,
          3 Phase, 4 Wire.  Dedicated 112 1/2 KVA  transformers  located in each
          electrical room powering these panel boards.

     (k)  Server  room -  Landlord  to  provide  dedicated  75  KVA  transformer
          complete  with 42 circuit,  400 AMP,  120/208  Volt, 3 Phase,  4 Wire,
          panel board.

     (l)  security - Landlord  agrees to install a security  card  access at all
          entrances to the building and parkade and improve the  illumination of
          in the stairwell and parkade to a higher candle;

     (m)  perimeter  interior walls - shall be provided taped,  sanded and ready
          for paint;

     (n)  entrance/exit  doors - shall be provided  with one  building  standard
          entrance  door and,  all exit doors to suit plan and  comply  with the
          municipal Building Code;

     (o)  existing sprinklers distribution to open plan.


(E)  Working  Drawings & Permits.  The Tenant shall be responsible for all plans
     with  respect  to any new  improvements  to the  Leased  Premises  with the
     exception of the  Landlord's  Work described  above.  The Tenant shall also
     submit  to  the  Landlord  working   drawings  of  the  proposed   Tenant's
     improvements to the Leased Premises, which drawings must be approved by the
     Landlord prior to the  commencement of any such work. The working  drawings
     must be submitted to the Landlord in both hard copy and digital formats.

     It is the  Tenant's  responsibility  to secure all the  necessary  building
     permits and government  approvals for the Tenant's Work.  Such permits must
     be secured  before  any work shall  commence  on the Leased  Premises.  The
     Tenant shall also be responsible for obtaining the final  occupancy  permit
     as it applies to the Tenant's  Work.  The Tenant shall provide the Landlord
     with copies of all applicable permits and approvals.

(F)  Leasehold Improvement Allowance. Provided the Tenant is not then in default
     under  this  Lease or the Offer to  Lease,  the  Landlord  shall pay to the
     Tenant an allowance (the "Leasehold  Improvement  Allowance") in the amount
     of $25.00  per  square  foot  (plus  GST) of the Gross  Area of the  Leased
     Premises. For the purpose of this section the Gross Area is the area of the
     Leased  Premises  determined in accordance to BOMA  standards net of Common
     Areas gross-up.

     The  purpose  of the  Leasehold  Improvement  Allowance  is to  fund  or to
     contribute  to fund the cost to the Tenant of the tenant  improvement  work
     installed in the Leased  Premises  and approved by the Landlord  (including
     the cost of all plans,  permits,  materials  and  labour)  (the  "Leasehold
     Improvements"). However any amount remaining unpaid after all the Leasehold
     Improvements  have  been paid in full (the  "Unspent  Allowance")  shall be
     credited to the Tenant's  account and amortized as a monthly  rental credit
     over the duration of the Initial Term. However, if the Unspent Allowance is
     $25,000.00 or less it shall be paid to the Tenant forthwith upon the expiry
     of the Lien Holdback Period (as hereinafter defined).

     The Landlord shall pay the Leasehold Improvement Allowance to the Tenant as
     follows:

     a)   Forty-Fivepercent  (45%) of the Leasehold  Improvement Allowance to be
          paid 10 business days after  subject  removal of both the Tenant's and
          Landlord's subjects and no other requirements;

     b)   The lesser of Forty-Five  percent  (45%) of the Leasehold  Improvement
          Allowance and the difference between 90% of the total documented costs
          to the Tenant of the Leasehold  Improvements and the payment described
          in  (a)  shall  be  paid  to the  Tenant  when  all  of the  following
          conditions have occurred:

          (i)       the Tenant has signed and executed the Lease;



                                      -3-
<PAGE>

          (ii)      the  Tenant  has  received   receiving  a   certificate   of
                    substantial completion for the Leasehold Improvements;
          (iii)     the  Landlord  has been  able to  verify  at the Land  Title
                    Office  that no lien have been filed on the  property by the
                    Tenant's  contractors  and/or  suppliers  and has received a
                    Statutory  Declaration from a senior officer of the Tenant's
                    general   contractor  in  the  form   attached   hereto  and
                    reasonably acceptable to the Landlord;
          (iv)      the Tenant has taken  possession and occupancy of the Leased
                    Premises,
          (v)       the  Tenant  has  commenced  to carry on  business  with the
                    public from the Leased Premises; and
          (vi)      the Tenant is not in default  of rent  payment or  otherwise
                    under the Lease.

     c)   The  remaining  ten  percent  (10%)  of the  lesser  of the  Leasehold
          Improvement  Allowance and of the total documented costs to the Tenant
          of the  Leasehold  Improvements  shall  be paid to the  Tenant  at the
          expiry of the  statutory  lien  holdback  period  (the "Lien  Holdback
          Period") that is fifty-five (55) days after receipt of the certificate
          of substantial completion,  provided the Landlord is satisfied that no
          lien have been  filed at the Land  Title  Office  and the  Tenant  has
          received an occupancy permit from the City of Burnaby.

     d)   The  difference (if any) between the Leasehold  Improvement  Allowance
          and any lesser amount paid to the Tenant in full payment of all of the
          Tenant's  costs for the  Leasehold  Improvements  shall be credited or
          paid to the Tenant as above described.

(G)  Roof  Access.  The Tenant  shall,  throughout  the Term of the Lease,  have
     access to the roof for the  installation  of antennas  and  dishes,  at the
     Tenant's cost.

(H)  Non-Disturbance.  The  Landlord  will  use all  reasonable  efforts  not to
     disturb  the  Tenant  with any future  renovations  or  alterations  to the
     Building.

(I)  Communications   Equipment.   The  Tenant  shall  be  responsible  for  the
     installation  and  maintenance of its  telephones,  computers,  and special
     communications equipment.

(J)  Fixturing Period. At the date of this Lease Agreement,  the Tenant has been
     granted  occupancy  of the Leased  Premises  until the  Commencement  Date.
     Payments of Basic Rent,  Operating Costs, Parking costs and Taxes shall not
     commence until the Commencement Date regardless of whether occupancy occurs
     for the purposes of fixturing  the Leased  Premises or for the operation of
     business.

     During any period  prior to the  commencement  of the Term  (including  the
     period  from the date upon  which  the  Leased  Premises  are ready for the
     construction of Leasehold  Improvements until the commencement of the Term)
     in which the Tenant is permitted to have occupancy of the Leased  Premises,
     whether  exclusively  or in  common  with the  Landlord,  its  contractors,
     sub-contractors,  or  employees,  the  Tenant  shall  be  bound  by all the
     provisions  of the Lease saving those  requiring the payment of Basic Rent,
     Parking costs or the Tenant's  proportionate  share of Operating  Costs and
     Taxes.

(K)  Subsection (b) of the definition of "Operating  Costs", in Section 1.03, is
     hereby amended as follows:

     (b)  shall exclude taxes,  debt service,  depreciation,  expenses  properly
          chargeable to capital account (except  capital  expenditures  that are
          made by the Landlord to reduce  Operating  Costs),  costs of repairing
          structural  defects  in the  Building  and the cost of  acquiring  new
          tenants for the Building  (for  clarification,  the Landlord  will not
          amortize the 1999-2000 rehabilitation project of the building but will
          capitalize  it;  that is, the  Landlord  shall not be  entitled to any
          refund by the Tenant); and

(L)  The two  definitions of "Rentable  Area" in Section 1.03 are hereby deleted
     in their entirety and replaced with the following definition:

     "Rentable  Area" in the case of the Leased  Premises means the area thereof
     expressed in square feet as certified by the Landlord's architect, engineer
     or surveyor in accordance with BOMA Standard (ANSI/BOMA Z65.1-1996).

(M)  Section 4.05 "Taxes" is hereby amended as follows:

     4.05  Taxes.  [To pay as  additional  rent  to the  Landlord  the  Tenant's
     Proportionate  Share of any Taxes  within 10 days of receipt of notice from
     the Landlord.]  [Language in brackets  struck out in original] If Taxes are
     not  imposed  separately  on the  portion of the  Building  designated  for
     warehouse  use and the  portion  designated  for  office  use by the taxing
     authorities,  the Landlord, acting reasonably, shall allocate Taxes for the
     Land and Building to the portion of the Building  designated  for warehouse
     use and the  portion  of the  Building  designated  for  office use and the
     Tenant  shall  pay  its  Proportionate  Share  of  such  allocated  amounts
     depending  upon whether the Leased  Premises are  designated  for office or
     warehouse use.  [Provided however that] [Language in brackets struck out in
     original]  The  Landlord  will [may]  [Language  in brackets  struck out in
     original]  estimate in advance at the beginning of each and any  Accounting
     Year of the Term or  portion  thereof,  the annual  amount of the  Tenant's
     Proportionate Share of Taxes and request that the Tenant pay and the Tenant
     shall pay as  additional  rent  1/12th of such  estimated  sum  monthly  in
     advance  concurrently with the payments of Basic Rent pursuant to Article 3
     of this Lease. As soon as the actual amount of the Taxes for the Accounting
     Year becomes  known to the  Landlord  and if the said amount  exceeds or is
     less than the amount estimated by the Landlord by 10% or more, the Landlord
     shall inform the Tenant and the parties shall make all necessary corrective
     adjustments  immediately.  If the difference  between the actual amount and
     the estimated amount of Taxes is less than 10%, the Tenant's  Proportionate
     Share of Taxes shall be adjusted according to Section 4.09.

(N)  Section 4.08 "Other Costs" is hereby amended as follows:

     4.08 Other Costs. To pay as additional rent to the Landlord:

          a)   its   Proportionate   Share  of  Operating   Costs,   by  monthly
               instalments to be fixed by the Landlord from time to time; and

          b)   the Costs of  Additional  Services  (if any)  upon  demand by the
               Landlord.



                                      -4-
<PAGE>

               The Landlord,  acting reasonably,  shall allocate Operating Costs
               to Operating Costs for premises  designated for warehouse use and
               to Operating  Costs for premises  designated  for office use, and
               the  Tenant  shall  pay its  Proportionate  Share  of such  costs
               depending  upon whether the Leased  Premises are  designated  for
               office or warehouse use.

               Notwithstanding  the foregoing,  the Landlord will cap the repair
               and maintenance of the year 2000 accounts (the "R&M") at $319,140
               for the  year  2000.  The  Tenant  will  not pay  more  than  its
               proportionate  share of the  projected  R&M  budget  for the year
               2000,  as shown on the  attached  Schedule  "E"; any R&M costs in
               excess of the projected amount will be the  responsibility of the
               Landlord.

               If the Tenant's business hours are substantially  longer than the
               Normal  Business  Hours,  the  Tenant's  Proportionate  Share  of
               Operating  Costs  shall be  adjusted  to reflect  the  additional
               services,  supplies and maintenance  required as a consequence of
               the longer business hours.

               If the Tenant elects to operate  substantially  24 hours per day,
               for any significant  amount of days per year, in order to reflect
               the  consequent  increase of services,  supplies and  maintenance
               caused by the Tenant's continuous operation and with reference to
               the Operating  Expense Accounts Schedule attached as Schedule "F"
               hereto, the Tenant's Proportionate Share of:

                    o    all  accounts  for  repairs  and  maintenance   ("R&M")
                         (except roof, snow removal and landscaping),
                    o    25% of all accounts for Wage and Other Recoveries,
                    o    all accounts for Miscellaneous items,
                    o    all accounts for Electricity, Gas and Water consumption
                         and
                    o    all accounts for Waste Removal

               will be increased by a multiplier that at the commencement of the
               Initial  Term has been set by the Landlord and the Tenant at 120%
               based on the assumption that the Tenant will operate 24 hours per
               day on 30  business  days per year and will  operate 10 hours per
               day on 30 weekend days per year.

               At any time during the  duration  of the Term,  the Tenant or the
               Landlord  can  require  that the above  described  multiplier  be
               reviewed.  In  this  case  the  Tenant  and  the  Landlord  shall
               negotiate a modification of the multiplier such that the modified
               multiplier will properly  reflect the additional  Operating Costs
               caused by the  after  Normal  Business  Hours  operations  of the
               Tenant.  If the Tenant and the Landlord are unable to determine a
               multiplier  that is  acceptable  to both of them within one month
               from  receipt of the notice from the party  requiring a review of
               the  modifier,  the  determination  of  the  multiplier  will  be
               referred to a single arbitrator pursuant to the provisions of the
               Commercial Arbitration Act of British Columbia. The determination
               made by the  arbitrator  shall  be  final  and  binding  upon the
               Landlord  and the Tenant,  and their  respective  successors  and
               assigns.  Each party shall pay  one-half of the fees and expenses
               of the  arbitrator.  The  provisions  of this  Section  shall  be
               determined  to  be  a  submission  to   arbitration   within  the
               provisions  of the  Commercial  Arbitration  Act, as amended from
               time to time.

               Wherever,  in the  Landlord's  reasonable  opinion,  any  cost or
               expense  included in Operating  Costs properly  relates only to a
               tenant or a group of tenants of the  Building,  the  Landlord may
               charge  such cost or expense  directly to such tenant or group of
               tenants.  Any cost or  expense  charged  by the  Landlord  to the
               Tenant  under this  section  shall be payable by the Tenant  upon
               demand by the Landlord.

(O)  Section 4.11 "Net Lease" is amended by adding at the beginning thereof, the
     following:

          Subject to Section 6.03,

(P)  Section 4.23 "Inspection and Access" is hereby amended as follows:

          4.23  Inspection  and  Access.  To permit  the  Landlord  and  persons
          authorized by the Landlord at any time,  subject to reasonable  notice
          from the Landlord when notice is appropriate under the  circumstances,
          to  enter  the  Leased   Premises  for  the  purpose  of   inspection,
          maintenance,  providing  janitor service and window  cleaning,  making
          repairs,  alterations or  improvements  to the Leased  Premises or the
          Building,  or to have  access to  utilities  and  services  (including
          electrical  and mechanical  rooms and access panels,  which the Tenant
          agrees not to obstruct) or to determine  the electric  light and power
          consumption  by the Tenant in the Leased  Premises.  The Tenant  shall
          provide  free and  unhampered  access for the purpose and shall not be
          entitled  to   compensation   for  any   inconvenience,   nuisance  or
          discomfort,  but the Landlord in exercising its rights hereunder shall
          proceed  to  the  extent   reasonably   possible  so  as  to  minimize
          interference  with  the  Tenant's  use  and  enjoyment  of the  Leased
          Premises.

(Q)  Section 4.24  "Showing  Leased  Premises"  is amended by adding,  after the
     first sentence, the following:

          The Landlord will keep these showings to a maximum of seven (7) visits
          per week, each with 24 hours notice to the Tenant.

(R)  Section 4.25  "Access to the Building  Outside  Normal  Business  Hours" is
     hereby amended as follows:

          4.25 Access to the Building  Outside Normal  Business Hours. To comply
          with all  regulations  set by the Landlord for  accessing the Building
          outside  Normal  Business  Hours and to comply  with all the  required
          procedures to operate the  electronic  security  access  system.  [The
          Landlord,  in case of misuse of the electronic  security access system
          or of a  breach  of the  terms  of this  Lease,  including  Rules  and
          Regulations,  or of any behaviour which, at the sole discretion of the
          Landlord,  is  determined  to be  unacceptable,  by the  Tenant or its
          employees, invitees or others under its control, may limit or prohibit
          access to the Building by the Tenant outside Normal  Business Hours in
          addition  to  assessing  the Tenant for any  damage in  accordance  to
          Section  6.02(c).]  [Language in brackets  struck out in original] The
          Landlord  will  supply  the  Tenant  with the  number of access  cards
          reasonably  required by the Tenant at the  commencement of the Initial
          Term, replacement cards



                                      -5-
<PAGE>

          and/or additional cards as reasonably required by the Tenant from time
          to time.  The  Landlord  will levy a  reasonable  charge for all cards
          supplied  to the Tenant.  The Tenant  covenants  with the  Landlord to
          promptly  inform the Landlord if any of the Tenant's cards are lost or
          stolen and to return all cards to the Landlord at the end of the Term.

(S)  Section 4.29 "Covenant to Operate" is hereby amended as follows:

          4.29 Covenant  to  Operate.  [The  Tenant  shall  throughout  the Term
               continually  operate,   occupy  and  utilize  the  entire  Leased
               Premises  and  conduct  its  business  in  accordance   with  the
               provisions  of this Lease.  If the Tenant  acknowledges  that the
               Landlord is executing  this Lease in reliance  upon this covenant
               and  that it is a  material  element  inducing  the  Landlord  to
               execute  this  Lease.]   [Language  in  brackets  struck  out  in
               original]  If the Tenant  shall  operate and conduct its business
               upon the whole of the Premises, then the Tenant shall do so in an
               up-to-date,  first  class  and  reputable  manner  befitting  the
               character of the Building  and shall act  diligently  and use all
               proper  and  reasonable  efforts  consistent  with good  business
               practice.  The Tenant  agrees not to make any material  change in
               the nature or character of the business  carried on by the Tenant
               in or from the  Leased  Premises  or in the  quality of goods and
               services  offered by the  Tenant in or from the  Leased  Premises
               without the written consent of the Landlord,  which consent shall
               not be unreasonably withheld.

(T)  Section 4.30 "New Indemnity" is hereby deleted in its entirety.

(U)  Sections 4.32 to 4.35, inclusive, are hereby amended as follows:

          4.32 Compliance with Environmental  Laws. To comply at its own expense
          with all federal,  provincial,  regional  district and municipal laws,
          regulations,  guidelines and bylaws  relating to pollution,  Hazardous
          Substances or the  protection of the  environment  with respect to the
          occupation  or use of the  Leased  Premises  [and  the]  [Language  in
          brackets  struck out in original] or Tenant's use of the Common Areas.
          The Tenant shall take all necessary  precautions  so as to ensure that
          the [Land,  the  Building,  the]  [Language in brackets  struck out in
          original]  Leased  Premises and [any areas  surrounding]  [Language in
          brackets  struck out in original] the Land and the Building do not and
          are not likely to have Hazardous Substances located thereon or therein
          as a consequence  of the  occupation or use of the Leased  Premises by
          the Tenant or of the business  carried on in the Leased Premises or of
          any actions or failures to act by the Tenant its employees,  officers,
          directors,  invitees or  licensees.  The Tenant  shall not at any time
          cause or allow any  Hazardous  Substances  to be  generated,  created,
          used, stored, treated, transferred,  transported or disposed of on the
          Land, the Building or the Leased  Premises  except in compliance  with
          all the laws,  after  obtaining  the prior consent of the Landlord and
          pursuant  to the terms of this  Lease.  [The  Landlord  may impose any
          conditions  that it  considers  reasonably  necessary  (including  the
          requirement  that monies be posted as security]  [Language in brackets
          struck  out in  original]  Subject  to the  foregoing,  the Tenant may
          contract  directly  with  a  waste  management   provider,   including
          providing  storing  bins for [the  performance  of the]  [Language  in
          brackets struck out in original] Tenant's [obligations) to protect the
          Land, the Building and] [Language in brackets  struck out in original]
          waste or recycling  products within the Leased Premises or, subject to
          availability  of space and the Landlord's  approval of location,  size
          and nature of Tenant's waste or recycling  products,  elsewhere on the
          Lands.

          [4.33 Reports.  To make,  obtain and deliver to the Landlord copies of
          all reports and studies  required by the Landlord and by  governmental
          authorities  having  jurisdiction  regulating  the  manufacture,  use,
          storage,  transportation  or disposal of Hazardous  Substances  by the
          Tenant.  The Tenant  shall  conform to the  procedures  adopted by the
          Landlord from time to time for the management of risks associated with
          Hazardous Substances, including without limiting the generality of the
          foregoing,  conducting  or  participating  in the conduct of audits of
          environmental  matters to confirm  compliance with the requirements of
          this Lease and all laws,  adopting and following  reasonable plans for
          the proper handling and storage of Hazardous  Substances,  maintaining
          records of storage  and use of  Hazardous  Substances,  notifying  the
          Landlord  of  any   changes  in  storage  or  handling  of   Hazardous
          Substances, and providing to the Landlord all reports as required form
          time to time.] [Language in brackets struck out in original]

          4.34  [Audit  and]  [Language  in  brackets  struck  out in  original]
          Remedial Action. To take any remedial action which the Landlord or any
          authority  requires be taken with regard to Hazardous  Substances that
          are the  responsibility  of the Tenant and the Tenant  shall permit at
          reasonable  times  and  upon  reasonable  notice,  the  Landlord,  its
          employees and agents, including its consultant,  to have access to the
          Leased  Premises to test the same and comply with the  requirements of
          any authority with respect to Hazardous Substances.  The Tenant within
          10 days after  demand by the  Landlord  shall pay to the  Landlord  as
          additional  rent the amount  allocated to the Tenant by the  Landlord,
          acting  reasonably,  [of the costs of the  audit and (if the  remedial
          action was in respect of Hazardous  Substances  the existence of which
          on or in the Land,  the Building or the Leased  Premises was caused or
          contributed  to by the Tenant,  its  officers,  directors,  employees,
          invitees or licensees)]  [Language in brackets struck out in original]
          of any  remedial  action with  respect to such  Hazardous  Substances,
          provided same was not in compliance with Environmental Laws.

          4.35  Indemnity.  To indemnify,  defend and save harmless the Landlord
          from and against any and all costs, damages, losses, liability,  fees,
          penalties and charges  incurred by,  assessed  against or imposed upon
          the  Landlord  or  its  officers,   directors,   employees  or  agents
          (including  legal  costs) as a result of the Tenant's  use,  disposal,
          transportation,  generation and/or sale of Hazardous Substances and in
          respect of any  contamination of the [Land,  the Building,  the Leased
          Premises  and any area or areas  surrounding  the Land]  [Language  in
          brackets  struck out in  original]  Leased  Premises,  the Land or the
          Building  caused  or  contributed  to by  the  Tenant,  its  officers,
          directors, employees, invitees or licensees.

(V)  Sections  5.08 to 5.12,  inclusive,  are  hereby  added to and form part of
     Article 5, "Landlord's Covenants":

          5.08 Compliance with  Environmental  Laws. To ensure at the Landlord's
          sole  expense  that  as of the  Commencement  Date  the  Land  and the
          Building comply with all federal,  provincial,  regional  district and
          municipal  laws,  regulations,   guidelines  and  bylaws  relating  to
          pollution,  Hazardous Substances or the protection of the environment.
          The Landlord shall take all necessary precautions so as to ensure that
          the Land and  Building  do not and are not  likely  to have  Hazardous
          Substances  located thereon or therein that affect the Leased Premises
          or Tenant's use thereof.  The Landlord  shall not at any time cause or
          allow any Hazardous Substances to be generated, created, used, stored,
          treated,  transferred,  transported  or disposed  of on the Land,  the
          Building  or the Leased  Premises  except in  compliance  with all the
          laws.  The Landlord  represents  and warrants  that to the best of its
          knowledge  having  made  due  enquiry:  (a) the use,  maintenance  and
          operation of the Leased Premises are in



                                      -6-
<PAGE>

          compliance  with all  applicable  federal,  provincial  and  municipal
          environmental  laws  ("Environmental  Laws"); (b) the Landlord has not
          received any notice of non-compliance with any Environmental Laws with
          respect to the Land or Building,  including the Leased  Premises;  (c)
          there are no Hazardous Substances located on or in the Leased Premises
          and no release of any Hazardous Substances has occurred on or from the
          Leased  Premises;  and (d) there are no underground or surface storage
          tanks or urea formaldehyde foam insulation, asbestos,  polychlorinated
          biphenyls  or  radioactive  substances  located  on or in  the  Leased
          Premises.

          5.09 Remedial Action.  To take any remedial action which any authority
          requires be taken with  regard to  Hazardous  Substances  that are the
          responsibility  of the  Landlord  that  affect the Leased  Premises or
          Tenant's  use thereof  provided  such  Hazardous  Substances  were not
          brought on the Land or  Building  by the Tenant or any person for whom
          the Tenant is responsible.

          5.10 Indemnity. To indemnify, defend and save harmless the Tenant from
          and  against  any and all costs,  damages,  losses,  liability,  fees,
          penalties and charges  incurred by,  assessed  against or imposed upon
          the Tenant or its officers, directors,  employees or agents (including
          legal   costs)  as  a  result  of  the   Landlord's   use,   disposal,
          transportation, generation and/or sale of Hazardous Substances.

          5.11 Survival.  That the obligations of the Landlord hereunder related
          to Hazardous  Substances,  and all indemnities of the Landlord hereof,
          shall survive the expiry or earlier termination of this Lease.

          5.12 By-Laws.  To comply with all orders  issued under any  municipal,
          federal,  provincial,  sanitary,  fire and  safety  laws,  by-laws  or
          regulations  pertaining  to the Land and  Building,  except for orders
          pertaining to matters which are the responsibility of the Tenant under
          this Lease or other tenants under their leases.

(W)  Section 6.03 "Abatement and Termination" is hereby amended as follows:

          6.03 Abatement and Termination.  It is agreed between the Landlord and
          the Tenant that:

          (a) in the event of damage to the Leased  Premises or to the  Building
          and if the damage is such that the Leased  Premises or any substantial
          part thereof is rendered not  reasonably  capable of use and occupancy
          by the Tenant for the  purposes of its business for any period of time
          in excess of ten days, then:

               (i) unless the  damage was caused by the fault or  negligence  of
               the Tenant or its employees or others under its control, from and
               after the date of  occurrence  of the damage and until the Leased
               Premises  are again  reasonably  capable of use and  occupancy as
               aforesaid,  [rent]  [Language in brackets struck out in original]
               Basic  Rent,  Operating  Costs and Taxes shall abate from time to
               time in  proportion  to the part or parts of the Leased  Premises
               not reasonably capable of such use and occupancy, and

               (ii) unless this Lease is terminated as hereinafter provided, the
               Landlord  or the  Tenant,  as the case may be  (according  to the
               nature of the damage and their  respective  obligations to repair
               as  provided in Section  6.01 and 6.02) shall  repair such damage
               with all reasonable diligence, but to the extent that any part of
               the Leased  Premises  is not  reasonably  capable of such use and
               occupancy  by reason of damage  which the Tenant is  obligated to
               repair  hereunder,  any  abatement of rent to which the Tenant is
               otherwise entitled hereunder shall not extend later than the time
               by which, in the reasonable  opinion of the Landlord,  repairs by
               the  Tenant  ought  to  have  been  completed   with   reasonable
               diligence; and

          (b) if premises whether of the Tenant or other tenants of the Building
          comprising in the  aggregate  half or more of the Rentable Area of the
          Building,  are substantially  damaged or destroyed by any cause to the
          extent [such]  [Language in brackets  struck out in original]  that in
          the  reasonable  opinion  of  an  independent  architect  or  engineer
          retained by the Landlord they cannot be repaired or rebuilt within 180
          days after the occurrence of the damage or  destruction,  the Landlord
          may at its option,  exercisable  by written notice to the Tenant given
          within 30 days after the  [occurrence  of such damage or  destruction]
          [Language in brackets  struck out in original]  receipt of the opinion
          of such architect or engineer,  terminate this Lease[, in which event;
          neither  the  Landlord  nor the  Tenant  shall be bound to  repair  as
          provided  in  Sections  6.01 and 6.02,  and the Tenant  shall  instead
          deliver up  possession  of the Leased  Premises to the  Landlord  with
          reasonable  expedition  but in any event within 60 days after delivery
          of such notice of termination,  and rent shall be apportioned and paid
          to the date upon which  possession  is so delivered up (but subject to
          any  abatement  to which the  Tenant  may be  entitled  under  Section
          6.03(a) by reason of the Leased Premises having been rendered in whole
          or in part not reasonably capable of use and occupancy), but otherwise
          the Landlord or the Tenant as the case may be (according to the nature
          of the damage and their  respective  obligations to repair as provided
          in Sections  6.01 and 6.02) shall  repair such damage with  reasonable
          diligence] [Language in brackets struck out in original].

          (c) if the Leased Premises are  substantially  damaged or destroyed by
          any  cause  to  the  extent  that  in  the  reasonable  opinion  of an
          independent architect or engineer retained by the Landlord they cannot
          be repaired  or rebuilt  within 180 days after the  occurrence  of the
          damage or destruction,  then the Landlord shall provide a copy of such
          opinion to the Tenant and either the Landlord or the Tenant may at its
          option,  exercisable by written notice to the other party given within
          30 days after the receipt of such opinion, terminate this Lease;

          (d) in the event of  termination  of this  Lease  pursuant  to Section
          6.03(b) or (c) above,  neither the  Landlord  nor the Tenant  shall be
          bound to repair as provided in Sections 6.01 and 6.02,  and the Tenant
          shall  instead  deliver up  possession  of the Leased  Premises to the
          Landlord with  reasonable  expedition  but in any event within 60 days
          after  delivery  of such  notice  of  termination,  and rent  shall be
          apportioned and paid to the date upon which such damage or destruction
          occurred,  but otherwise the Landlord or the Tenant as the case may be
          (according   to  the  nature  of  the  damage  and  their   respective
          obligations  to repair as provided  in  Sections  6.01 and 6.02) shall
          repair such damage with reasonable diligence.

(X)  Section  6.05  "Relocation  of Leased  Premises"  is hereby  deleted in its
     entirety.



                                      -7-
<PAGE>

(Y)  Section 7.04 "Alteration" is hereby deleted in its entirety.

(Z)  Section 8.02 "Assignments and Subletting" is hereby amended as follows:

          8.02 Assignments and Subletting. The Tenant shall not assign, mortgage
          or  otherwise  encumber  or  transfer  this Lease or sublet the Leased
          Premises or any part thereof  without  having  obtained the Landlord's
          prior  written  consent,  which  consent  shall  not  be  unreasonably
          withheld  or  delayed.   [The   Landlord   may  withhold  its  consent
          arbitrarily to a proposed  assignment of this Lease or sublease of the
          Leased Premises or any part thereof if it elects to exercise its right
          of termination hereinafter set forth. If such termination right is not
          exercised,] [Language in brackets struck out in original] The Landlord
          covenants not to withhold its consent  unreasonably as to any assignee
          or sublessee who is in satisfactory financial condition, agrees to use
          the Leased  Premises for the purposes and in the manner  permitted and
          specified  hereunder,  and is otherwise  satisfactory to the Landlord.
          [No] [Language in brackets struck out in original] Partial  assignment
          shall be permitted  provided the re-demising of the Leased Premises to
          permit the partial  assignment is  acceptable  to the Landlord  acting
          reasonably.  In  particular,  the Landlord must be satisfied  that the
          suites  originated as a consequence  of the  re-demising,  in order to
          make the  assignment  possible,  can have an effective and  reasonable
          layout and access.

          The Tenant  shall not assign this Lease or sublet the Leased  Premises
          or any part thereof unless:

          a)   it shall have  received or procured a bona fide written  offer to
               take an assignment  or sublease  which is not  inconsistent  with
               this  Lease,  and the  acceptance  of which  would not breach any
               provision of this Lease; and

               b)   it shall have first  requested  and  obtained the consent in
                    writing of the Landlord thereto.

          Any request for consent shall be in writing and  accompanied by a true
          copy  of the  offer,  all  information  available  to the  Tenant  and
          requested by the Landlord as to the responsibility, financial standing
          and business of the proposed assignee or subtenant and payment of such
          amount as the  Landlord  reasonably  requires to  reimburse it for its
          time  and   expense  in   considering   the   request   for   consent.
          [Notwithstanding  the  provisions  of subsection  (a),  within 10 days
          after the receipt by the  Landlord of such  request for consent and of
          all information which the Landlord shall have requested hereunder, the
          Landlord  shall  have the right  upon  written  notice of  termination
          submitted  to the  Tenant,  if the  request is to assign this Lease or
          sublet the Leased Premises, to cancel and terminate this Lease as of a
          termination  date to be stipulated in the notice of termination  which
          shall  be not less  than 60 days or more  than 90 days  following  the
          giving of such notice.  In such event the Tenant shall  surrender  the
          Leased Premises in accordance with such notice of termination and rent
          and  additional  rent  shall  be  apportioned  and paid to the date of
          surrender.]  [Language  in brackets  struck out in  original]  If such
          consent shall be given, the Tenant shall assign or sublet, as the case
          may be,  only upon the terms  set out in the  offer  submitted  to the
          Landlord. No assignment or subletting of this Lease shall be effective
          unless the assignee or sublessee shall execute an assumption agreement
          on the  Landlord's  form,  prepared  at  the  expense  of the  Tenant,
          assuming  all the  obligations  of the  Tenant  hereunder.  The Tenant
          agrees that any consent to an  assignment  or subletting of this Lease
          or  Leased  Premises  shall  not  thereby  release  the  Tenant of its
          obligations hereunder. The consent by the Landlord to an assignment or
          subletting, if granted, shall not constitute a waiver of the necessity
          for the Tenant to obtain the prior written  consent of the Landlord to
          a subsequent assignment or subletting.

          Without limitation,  the Tenant shall for the purpose of this Lease be
          considered to assign or sublet in any case where it permits the Leased
          Premises or any portion  thereof to be, or the Leased  Premises or any
          portion  thereof are,  occupied by persons other than the Tenant,  its
          employees  and  others  engaged in  carrying  on the  business  of the
          Tenant,  whether pursuant to assignment,  subletting,  parting with or
          sharing  possession,  license  or other  right,  or  where  any of the
          foregoing occurs by operation of law.

          If as a result of any sublease  the Tenant  receives any rent or other
          consideration  from the  sublessee  in excess  of the  Basic  Rent and
          Additional  Rent, the Tenant shall pay any such excess to the Landlord
          forthwith on demand as Additional Rent,  provided that the calculation
          of the excess shall be net of the sum of:

               i)   the Tenant's out of pocket costs (such costs including,  but
                    not limited to, commissions,  attorney's fees,  advertising,
                    tenant  improvement  allowances,  rent  inducements and free
                    rent) to sublet the Leased Premises; and

               ii)  the  unamortized  value of the  leasehold  improvements  and
                    fixtures installed by the Tenant in the Leased Premises.


(AA) Section  8.03  "Change  in  Control  of  Tenant"  is hereby  deleted in its
     entirety.

(AB) Section  9.01  "Installation  of Fixtures and  Improvements"  is amended by
     adding, at the end of the first sentence thereof, the following:

          If the Landlord  does not respond to the Tenant's  written  request to
          install any Leasehold Improvements or trade fixtures within 5 business
          days of receipt  of such  request,  the  Landlord's  consent  shall be
          considered granted.

(AC) Section 9.03 "Removal of Fixtures and  Improvements"  is hereby  amended as
     follows:

          9.03  Removal  of  Fixtures  and  Improvements.  Except to the  extent
          otherwise  expressly  agreed by the Landlord in writing,  no Leasehold
          Improvements,  trade fixtures, furniture or equipment shall be removed
          by the  Tenant  from  the  Leased  Premises  either  during  or at the
          expiration  or  sooner  termination  of the Term  except  that (1) the
          Tenant may at the end of the Term remove its trade  fixtures,  (2) the
          Tenant  shall at the end of the  Term  remove  such of its  [Leasehold
          Improvements  and] [Language in brackets struck out in original] trade
          fixtures as the  Landlord  shall  require to be  removed,  and (3) the
          Tenant may remove its  furniture and equipment at the end of the Term,
          and also  during  the  Term in the  usual  and  normal  course  of its
          business  where such  furniture or equipment has become excess for the
          Tenant's purposes or the Tenant is substituting



                                      -8-
<PAGE>

          therefor new furniture and equipment. The Tenant shall, in the case of
          every removal  either during or at the end of the Term,  make good any
          damage  caused  to  the  Leased   Premises  or  the  Building  by  the
          installation and removal.

          For further clarification, the Tenant shall not be required to remove,
          at the end of the Term, any Leasehold  Improvements,  the installation
          of which had obtained the approval of the  Landlord.  However,  should
          the  Lease be  terminated  for  breach  of lease  by the  Tenant,  the
          Landlord  shall be entitled to require the Tenant to remove any of its
          Leasehold Improvements.

(AD) Article 10 "Insurance and Liability" is hereby amended as follows:


                                   ARTICLE 10
                             INSURANCE AND LIABILITY

          10.01  Landlord's  Insurance.  The Landlord shall take out and keep in
          force  during the Term  insurance  with respect to the  Building.  The
          insurance  to be  maintained  by the  Landlord  shall be in respect of
          perils and in amounts and on terms and  conditions  which from time to
          time are  insurable  at a  reasonable  premium and which are  normally
          insured by  reasonably  prudent  owners of  properties  similar to the
          Building.  The perils to be  insured  against  by the  Landlord  shall
          include, without limitation,  comprehensive general liability, boilers
          and machinery,  fire and extended  perils,  and losses suffered by the
          Landlord in its capacity as Landlord  through  business  interruption.
          All insurance  required to be maintained by the Landlord shall contain
          a waiver of any right of subrogation against the Tenant.

          10.02 Tenant's Insurance.  The Tenant shall take out and keep in force
          during the Term:

               (a)  comprehensive  general public  liability  (including  bodily
               injury,  death and property  damage)  insurance on an  occurrence
               basis with  respect to the  business  carried  on, in or from the
               Leased Premises and the Tenant's use and occupancy thereof of not
               less than  $2,000,000.00  per occurrence  which  insurance  shall
               include  the  Landlord as a named  insured and shall  protect the
               Landlord  in respect  of claims by the Tenant as if the  Landlord
               were separately insured;

               (b) insurance,  for the full  replacement cost in respect of fire
               and such other perils,  including  sprinkler  leakage as are from
               time to time defined in the usual extended  coverage  endorsement
               covering  the  Leasehold  Improvements  and  the  Tenant's  trade
               fixtures and the furniture and equipment of the Tenant, and which
               insurance  shall  include the Landlord as a named  insured as the
               Landlord's  interest may appear with respect to insured Leasehold
               Improvements  and provide  that any proceeds  recoverable  in the
               event of loss to Leasehold  Improvements  shall be payable to the
               Landlord, but the Landlord agrees to make available such proceeds
               toward the repair or replacement of the Leasehold Improvements if
               this  Lease is not  terminated  pursuant  to any other  provision
               hereof; and

               [(c)  tenant's  fire legal  liability  insurance in an amount not
               less than the replacement cost of the Leased Premises.] [Language
               in brackets struck out in original]

          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,  shall  provide  that such  insurers  shall  provide to the
          Landlord  30 days prior  written  notice of  cancellation  or material
          alteration  of such  terms  and shall  waive any right of  subrogation
          against the  Landlord.  The Landlord may require the Tenant to furnish
          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.

          10.03 Limitation of Landlord's  Liability.  The Tenant agrees that the
          Landlord shall not be liable for any bodily injury or death or loss or
          damage to any  property  belonging  to the  Tenant  or its  employees,
          invitees,  or  licensees  or any  other  person  in,  on or about  the
          Building  unless  resulting  from  the  willful  misconduct  or  gross
          negligence or  negligence  of the Landlord,  but in no event shall the
          Landlord be liable:

               (a) for any damage other than  Insured  Damage which is caused by
               steam,  water,  rain or snow which may leak  into,  issue or flow
               from any part of the Building or from the pipes or plumbing works
               (including sprinklers, if any) thereof or from any other place or
               quarter  or for  any  damage  caused  by or  attributable  to the
               condition or  arrangement  of any electric or other wiring or for
               any  damage  caused  by  anything  done or  omitted  by any other
               tenant;

               [(b) for any act or omission  (including  theft,  malfeasance  or
               negligence)  on the  part  of any  contractor  from  time to time
               employed by it to perform janitor  services,  security  services,
               supervision or any other work in or about the Leased  Premises of
               the Building;] [Language in brackets struck out in original]

               (c) for loss or damage,  however  caused,  to money,  securities,
               negotiable instruments, paper or other valuables of the Tenant;

               [(d) for any damages for personal discomfort or illness resulting
               from the operation or non-operation  of the Building  ventilating
               and/or  air  conditioning  system  or of any other  equipment  or
               machinery  in the  Building  or on the  Land,  including  but not
               limited to elevators, or the interruption of any public utility;]
               [Language in brackets struck out in original]

               (e) for indirect or consequential damages in excess of the amount
               covered by the  Landlord's  insurance  policy  which shall not be
               less than $10,000,000.00 during the Term; or

               (f) for any business interruption [or loss] [Language in brackets
               struck out in original] for which the Tenant is insured.

               The Tenant  covenants  with the  Landlord  that the  Tenant  will
               maintain  business  interruption   insurance,   in  the  broadest
               available  form, for an  interruption of at least 180 days and in
               an amount of coverage that a reasonable  and prudent tenant would
               maintain given the nature of its business.



                                      -9-
<PAGE>

          [10.04  Limitation of Tenant's  Liability.  The Landlord  releases the
          Tenant from all claims or  liabilities  in respect of any damage which
          is Insured Damage, to the extent of the cost of repairing such damage,
          but not from injury, loss or damage which is consequential  thereto or
          which arises  therefrom  where the Tenant is negligent or otherwise at
          fault.] [Language in brackets struck out in original]

          [10.05 Indemnity of Landlord.  Except as provided in Section 10.04 the
          Tenant  agrees to indemnify  and save harmless the Landlord in respect
          of all  claims for bodily  injury or death,  property  damage or other
          loss or damage  arising  from the conduct of any work by or any act or
          omission of the Tenant or any assignee,  subtenant,  agent,  employee,
          contractor,  invitee or licensee of the Tenant,  and in respect of all
          costs, expenses and liabilities incurred by the Landlord in connection
          with or arising out of all such claims,  including the expenses of any
          action or proceeding  pertaining thereto,  and in respect of any loss,
          cost,  expense or damage suffered or incurred by the Landlord  arising
          from any breach by the Tenant of any of its covenants and  obligations
          under this Lease.  This  indemnity  shall  survive the  expiration  or
          termination  of this  Lease.]  [Language  in  brackets  struck  out in
          original]

(AE) Section 11.02  "Subordination  and Attornment" is amended by adding, at the
     end thereof, the following:

          Notwithstanding  the foregoing,  upon refinancing of the project,  the
          Landlord  shall  obtain  a  non-disturbance  agreement,  in  the  form
          normally provided by lenders at that time, provided that the Tenant is
          not in default under the Lease.

(AF) Section 15.02 "Extraneous Agreements" is hereby amended as follows:

          15.02 Extraneous Agreements. The Tenant acknowledges that there are no
          covenants,  representations,   warranties,  agreements  or  conditions
          expressed  or implied  relating  to this Lease or the Leased  Premises
          save  as  expressly  set  out in this  Lease  [and in any  outstanding
          agreement  to lease in writing  between  the  Landlord  and the Tenant
          pursuant  to which  this  Lease has been  executed.  All terms of such
          agreement  to lease  shall  remain  in full  force  and  effect  until
          fulfilled,  except to the extent  inconsistent  with the provisions of
          this Lease. In the event of any inconsistency between the terms of any
          such outstanding  agreement to lease and this Lease, the terms of this
          Lease shall  prevail]  [Language in brackets  struck out in original].
          This  Lease may not be  modified  except by an  agreement  in  writing
          executed by the Landlord and the Tenant.

(AG) Section 16.01 "Renewal" and Section 16.02  "Arbitration" are hereby deleted
     and replaced with the following:

          16.01  Renewal.  The  Landlord  covenants  with the Tenant that if the
          Tenant has  performed  on a timely  basis and is not in default in the
          performance  of the covenants,  provisos and agreements  herein on the
          part of the Tenant to be paid,  observed and  performed and subject to
          the  condition  set out in the last  paragraph  of this  section,  the
          Landlord  will  at the  expiration  of the  Initial  Term,  and at the
          expiration  of the First  Renewal  Term (at the cost of the Tenant and
          upon its written  request  delivered  to the  Landlord  not later than
          twelve (12) months before the expiration of the preceding  term) grant
          to the  Tenant a renewal  lease of the Leased  Premises  for a renewal
          term as set out in  Section  1.01(k),  subject  to all the  terms  and
          conditions  herein  contained,  except that the renewal  lease for the
          Second Renewal Term shall not include this right of renewal and except
          that the Basic Rent and the Parking  Rent for each  Renewal Term shall
          be as hereinafter specified.

          The  Landlord and the Tenant agree that the Basic Rent and the Parking
          Rent for the First  Renewal Term and the Second  Renewal Term shall be
          the  prevailing  annual rent in the open market then being charged for
          leased  premises used for the same  purposes as the original  Tenant's
          Leased Premises and parking rights in Burnaby, and shall be determined
          based on the  assumption  that the Tenant  has  already  received  any
          signing  bonus,  improvement  allowance,  rent  free  period  or other
          inducement  payment that would be commonly  received by the Tenant for
          the Lease in the then  current  market  circumstances,  although it is
          understood and agreed between the Landlord and the Tenant that no such
          signing  bonus,  improvement  allowance,  rent  free  period  or other
          inducement payment under the Lease shall in fact be payable.

          In  calculating  the annual Basic Rent for the First  Renewal Term and
          the Second  Renewal  Term,  the  Landlord and the Tenant agree to take
          into account that the Leased Premises include any  improvements  which
          have been or are hereafter made to the Leased  Premises by any person.
          If by the date 60 days prior to the  commencement of each of the First
          Renewal Term or the Second  Renewal Term, the Landlord and Tenant have
          not agreed as to the amount of such  annual  Basic  Rent,  such amount
          shall be determined by arbitration as provided in Section 16.02. Until
          the annual  Basic Rent has been  determined  as herein  provided,  the
          Tenant  shall  continue to pay Basic Rent at the rate  payable  before
          such  commencement  and upon such  determination  the Landlord and the
          Tenant shall make the appropriate readjustments. In no event shall the
          annual Basic Rent for the First  Renewal  Term and the Second  Renewal
          Term be less than the annual Basic Rent  charged  during the last year
          of the preceding term.

          16.02 Arbitration. If the Landlord and the Tenant have failed to agree
          as to the  annual  Basic  Rent and the  Parking  Rent  for the  Leased
          Premises  payable  with  respect to any of the First  Renewal Term and
          Second Renewal Term, when required  hereunder,  the  determination  of
          such annual  Basic Rent and Parking Rent shall be referred to a single
          arbitrator  pursuant to the Provisions of the  Commercial  Arbitration
          Act of British  Columbia.  In  determining  the annual Basic Rent, the
          arbitrator  shall assess the annual Basic Rent on the assumption  that
          the  Tenant  has  already  received  any  signing  bonus,  improvement
          allowance,  rent free period or other inducement payment that would be
          commonly  received  by the  Tenant  for the Lease in the then  current
          market circumstances, although it is understood and agreed between the
          Landlord  and  the  Tenant  that no such  signing  bonus,  improvement
          allowance,  rent free  period or other  inducement  payment  under the
          Lease shall in fact be payable.  In calculating  the annual Basic Rent
          for any of the  First  Renewal  Term  and  Second  Renewal  Term,  the
          arbitrator  shall take into account that the Leased  Premises  include
          any improvements made prior to the date of the arbitration  hearing to
          the Leased Premises to the extent of any Tenant  inducements  provided
          by the Landlord to the Tenant  (namely  $25.00 per square  foot).  The
          determination  made by the arbitrator  shall be final and binding upon
          the  Landlord  and the Tenant,  and their  respective  successors  and
          assigns. Each party shall pay one-half of the fees and expenses of the
          arbitrator. The provisions of this Section shall be



                                      -10-
<PAGE>

          determined to be a submission to arbitration  within the provisions of
          the Commercial Arbitration Act, as amended from time to time.

(AH) Agency  Disclosure.  The Tenant has an agency  relationship with CB Richard
     Ellis  Limited   (Agent),   Blair  Quinn   (Salesperson   and  Lisa  Ayrton
     (Salesperson).


1.03 Definitions. In this Lease:

"Accounting  Year" means each 12-month  period  commencing  January 1 and ending
December 31, the whole or part of which period is within the term or any renewal
hereof.

"Additional  Services" means the services  supplied by the Landlord and referred
to in Section 7.03 or in any other provision hereof as Additional Services,  and
any other services  which from time to time the Landlord  supplies to the Tenant
and which are in  addition  to the  services  which the  Landlord  has agreed to
supply  pursuant to the provisions of this Lease and to like provisions of other
leases of the Building and may include janitor and cleaning services in addition
to those  normally  supplied,  locksmithing,  removal of bulk  garbage,  picture
hanging, special security arrangements,  the provision of labour and supervision
in connection with bulk deliveries, supervision in connection with the moving of
any  furniture or  equipment  and the making of any repairs or  alterations  and
maintenance or other services not normally furnished to tenants generally.

"Building"   means  that  certain  office  and  warehouse   building  and  other
improvements located on the Land and all additions and replacements thereto.

"Common  Areas"  means all areas of the  Building and the Land except the Leased
Premises and all the other premises leased or leasable to other tenants.

"Cost of  Additional  Services"  means the  Landlord's  total cost of  providing
Additional  Services to the Tenant  including  all amounts  paid to  independent
contractors plus all expenses  incurred  directly by the Landlord  including the
cost of labour and materials.

"Hazardous  Substances"  means those  substances which now or at any time during
the Term, are a threat or capable of posing a threat to the public health or the
environment or which are regulated for such reasons under any laws, regulations,
requirements or guidelines of the Province of British  Columbia,  the Government
of Canada or any municipal government;

"Initial Term" means the term of this Lease set forth in Section 1.01 (e).

"Insured  Damage" means that part of any damage occurring to the Leased Premises
of which the entire  cost of repair (or the entire  cost of repair  other than a
deductible amount collectable by the Landlord as part of the Operating Costs) is
actually  recoverable  by the Landlord under a policy of insurance in respect of
fire and other  perils  from time to time  effected  by the  Landlord.  Where an
applicable  policy of insurance  contains an exclusion  for damages  recoverable
from a third party, claims as to which the exclusion applies shall be considered
to constitute Insured Damage only if the Landlord successfully recovers from the
third party.

"Land" means certain parcel(s) of land,  situated in Burnaby,  British Columbia,
legally described as:

                                   Lot 81 "A"
           except firstly: the west 150 feet, secondly: part now road
                      on statutory right of way Plan 4957
                     District Lot 124, Group 1 NWD Plan 3348

"Leased  Premises"  means that portion of the Building shown in heavy outline on
the Plan attached as Schedule "A" hereto.  The exterior face of the Building and
any space in the Leased  Premises  used for  stairways or  passageways  to other
premises,  stacks, shafts, pipes, conduits,  ducts or other Building facilities,
and heating,  electrical,  plumbing,  air conditioning and other systems serving
the Building or parts thereof are expressly excluded from the Leased Premises.

"Leasehold  Improvements"  means  all  fixtures,  improvements,   installations,
alterations  and additions  from time to time made,  erected or installed in the
Leased Premises by the Tenant or by the Landlord on behalf of the Tenant,  or by
other tenants,  with the exception of trade fixtures and furniture and equipment
not of the  nature  of a  fixture,  but shall  include  all  partitions  however
affixed,  doors,  hardware,  mechanical,  electrical and utility  installations,
plumbing fixtures, closets, built-in cabinets, counters and millwork, floorings,
including carpeting, and window coverings.

"Normal  Business  Hours" means the hours from 8:00 a.m. to 5:30 p.m.  Monday to
Friday,  inclusive,  for office tenancies and from 8.00 a.m. to 6.00 p.m. Monday
to Saturday,  inclusive,  for retail tenancies, of each week, holidays excepted,
or any  such  extended  periods  of  hours  and  days  as the  Landlord,  acting
reasonably,  may designate  from time to time.  The Landlord may, at its option,
designate  from time to time  different  business  hours for retail tenants and,
when reasonably  required,  for other tenants. The Normal Business Hours for the
warehouse  component of any premises are 24 hours per day of each week including
holidays.

"Operating  Costs"  means the total of all costs  and  expenses,  calculated  in
accordance with generally accepted accounting  principles,  without duplication,
incurred in the complete maintenance,  operation,  repair and replacement of the
Building  and the  Land.  If in any  given  period of time less than 100% of the
Building is occupied by tenants and the Landlord  obtains a reduction in cost or
a credit as a result of the Building being less than 100%  occupied,  the amount
of such cost  reduction or credit  shall be  allocated to the Landlord  with the
intent  that the Tenant  will be in  substantially  the same  position as if the
Building had been 100% occupied.

Operating Costs (without limiting the generality of the foregoing):

(a) shall include (but subject to certain  deductions as  hereinafter  provided)
the cost of providing cleaning,  and janitorial services,  the cost of sweeping,
restriping,  repairing and replacing  parking areas, the cost of maintaining and
replanting plants and landscaping,  the cost of operating elevators, the cost of
heating, cooling and/or ventilating rentable and non-rentable areas, the cost of
providing  water,  electricity  (including  lighting),  and other  utilities and
services to the Building and the Land, the cost of supervisory  and  maintenance
services,  the cost of all repairs  and  replacements  to the  Building or other
improvements on the Land, the cost of window cleaning, the cost



                                      -11-
<PAGE>

of  security  and  supervision,  the  cost  of all  insurance  taken  out by the
Landlord,  accounting  and auditing  costs,  the amount of all salaries,  wages,
fringe  benefits and  severance  payments paid for, or for the benefit of, or on
account of, employees engaged in the maintenance, operation, repair, inspection,
remediation  or  replacement  of the  Building  and the  Land,  amounts  paid to
independent contractors in connection with such maintenance,  operation, repair,
inspection or remdiation or replacement,  the cost of direct  supervision and of
management  and  other  indirect   expenses  to  the  extent  allocable  to  the
maintenance,  operation,  repair, inspection,  remediation or replacement of the
Building  and the Land,  the cost of leasing or  purchasing  any signs or public
address, intercom,  background music apparatus, alarm and security access system
or centralized  communication cables or centralized  systems,  that the Landlord
may add and maintain, from time to time, to and in the Building and the costs of
operating, maintaining, repairing or replacing same, the cost to the Landlord of
making a capital  improvement  resulting in the reduction of the Operating Costs
provided the annual  amortization  of such costs of making capital  improvements
does not exceed the  corresponding  reduction  of  Operating  Costs,  provincial
capital  taxes  allocated  by the  Landlord  to the  Building  and the  Land and
calculated  as if the Building and the Land were the only asset of the Landlord,
all  business  taxes and other taxes,  if any,  from time to time payable by the
Landlord  with respect to the Common  Areas,  depreciation  or  amortization  as
determined  by the  Landlord  of the costs,  including  repair and  replacement,
incurred  after the  original  completion  of  construction  of the Building for
repairing  or replacing  all  fixtures,  equipment  and  facilities  serving the
Building or the Common Areas which by their nature  require  periodic  repair or
replacement  (including,  without limitation,  the heating,  ventilating and air
conditioning  systems serving the Building)  unless such costs are charged fully
in the Accounting  Year in which they are incurred,  interest  calculated at 7%,
calculated   annually  for  each  Accounting  Year  upon  the  undepreciated  or
unamortized  portion of the costs referred to immediately above, the cost of any
management   fees  or,  at  the   Landlord's   option  from  time  to  time,  an
administration fee to the Landlord equal to the lesser of 5% of the gross rental
income of the Building and the  prevailing  management fee that would be charged
to manage a  comparable  building  in  Burnaby  by an  independent  professional
property  management  firm, and all other  expenses of every nature  incurred in
connection with the maintenance,  operation, repair, inspection,  remediation or
replacement of the Building and the Land;

(b)  shall  exclude  taxes,  debt  service,  depreciation,  costs  of  repairing
structural defects in the Building and the cost of acquiring new tenants for the
Building; and

(c) shall  exclude  the cost of  providing  to all the  leased  and/or  leasable
premises of the Building  those  services which the Tenant has agreed to pay for
or provide directly for the Leased Premises and the cost of supplying to all the
leased and/or leasable  premises of the Building those  utilities  which, in the
Leased  Premises,  are  metered  and paid for  directly  by the  Tenant;  all as
detailed in Schedule "D" attached hereto (if applicable).

In computing  Operating Costs there shall be credited as a deduction the amounts
of proceeds of insurance  relating to Insured  Damage and other damage  actually
recovered by the Landlord  applicable to such damage to the extent that the cost
thereof was included therein. Any expenses not directly incurred by the Landlord
but which are included in  Operating  Costs may be  reasonably  estimated by the
Landlord if the Landlord  cannot  ascertain  the actual  amount of such expenses
from the persons who incurred them. If less than all of the Rentable Area of the
Building is occupied during any period for which a computation must be made, any
expenses  which are related to the level of  occupancy  will be  increased to be
equal to the  amount of such  expenses  that would  have been  incurred  had the
entire Rentable Area of the Building been occupied,  to ensure that the Landlord
recovers  the full  amount of such  expenses  relating to  occupancy  from those
tenants benefiting therefrom.

"Parking Areas" has the meaning defined in Section 4.37.

"Prime Rate" means the rate of interest  charged and published from time to time
by the main branch in Vancouver,  British  Columbia of the Landlord's  bank as a
reference  rate for  setting  interest  rates on  commercial  loans in  Canadian
dollars and referred to by such bank as its "prime rate".

"Proportionate  Share" means with respect to the portion of the Leased  Premises
designated for office use, the proportion  which the Rentable Area of the Leased
Premises  designated  for  office use bears to the Total  Rentable  Areas of the
Building  designated  for office  use,  and with  respect to the  portion of the
Leased  Premises  designated for warehouse  use, means the proportion  which the
Rentable Area of the Leased  Premises  designated for warehouse use bears to the
Total Rentable Area of the Building designated for warehouse use.

"Rentable  Area" in the case of a whole  floor of the  Building  means  the area
expressed in square feet as certified by the Landlord's  architect,  engineer or
surveyor  of all areas of the floor and  mezzanine  (if any)  measured  from the
inside  surface of the window glass of the outer  Building walls where the glass
comprises  50% or more of the wall  measured  vertically  and  from  the  inside
surface of the outer building wall where the glass portion of the outer building
wall comprises less than 50% of the wall measured vertically,  without deduction
for columns,  wall projections,  internal stairs or elevators  connecting two or
more floors rented by the same tenant or for any other interior  construction or
equipment or for any doorway  areas  recessed from the perimeter of the area and
shall  include a portion of the Service Areas located on other floors that serve
the  floor as  determined  by the  Landlord,  acting  reasonably,  but shall not
include  stair  shafts and elevator  shafts  supplied by the Landlord for use in
common with other tenants.

"Rentable  Area" in the case of part of a floor of the  Building  means the area
expressed in square feet as certified by the Landlord's  architect,  engineer or
surveyor of all the area occupied by the Leased Premises including any mezzanine
forming part of the Leased  Premises,  measured  from the inside  surface of the
window glass of the outer Building walls,  where the glass comprises 50% or more
of the wall  measured  vertically,  and from the  inside  surface  of the  outer
building wall where the glass portion of the outer  building wall comprises less
than 50% of the wall  measured  vertically.  without  deduction  for columns and
projections  between  the  windows,  to the centre  line of all  interior  walls
separating  the Leased  Premises  from  adjoining  Service  Areas  and/or  other
rentable  premises,  all  without  deduction  or  exclusion  for  columns,  wall
projections,  internal stairs or elevators  connecting two or more floors rented
by the same tenant,  or for any other interior  construction or equipment or for
any doorway areas recessed from the lease line designated by the Landlord plus a
portion of the Service Areas, wherever located, serving the floor which includes
the Leased Premises as determined by the Landlord, acting reasonably.

"Sales Taxes" means all goods and services taxes, sales taxes, value added taxes
or any other similar  taxes imposed on the Tenant or the Landlord,  by any level
of  government,  with  respect  to rent,  additional  rent or any other  amounts
payable by the Tenant to the Landlord under this Lease, whether characterized as
a goods and services tax, sales tax, value added tax or otherwise.

"Service Areas" means the areas of the Building that provide services to tenants
but which are not included in the area of leased premises of a tenant, including
without  limitation,  main and auxiliary  lobbies and elevator  lobbies,  atrium
spaces at the level of the finished  floor,  concierge  areas or security desks,
conference rooms,  lounges or vending areas, food service facilities,  health or
fitness centres, day-care facilities,  locker or shower facilities,  mail rooms,
fire control  rooms,  fully  enclosed  courtyards  outside the  exterior  walls,
building core and service areas such as enclosed  mechanical or equipment rooms,
corridors, washrooms, air-cooling rooms, fan rooms, janitor's closets,



                                      -12-
<PAGE>

telephone and electrical  closets and other closets  serving the Leased Premises
and other leased or leasable premises, whether such Service Areas are located on
the floor on which the Leased  Premises are located or elsewhere in the Building
or on the Land

"Taxes"  means all taxes,  rates,  duties,  levies and  assessments  whatsoever,
whether municipal or otherwise, levied, imposed or assessed against the Building
and the  Land or upon the  Landlord  in  respect  thereof  or from  time to time
levied,  imposed or  assessed  in the future in lieu  thereof,  including  those
levied, imposed or assessed for education,  schools and local improvements,  and
including  all costs and  expenses  incurred  by the  Landlord  in good faith in
appealing any taxes, rates, duties,  levies or assessments,  but excluding taxes
and license fees in respect of any business  carried on by tenants and occupants
of the Building  (including  the  Landlord) and income or profits taxes upon the
income of the Landlord to the extent such taxes are not levied in lieu of taxes,
rates, duties, levies and assessments against the Building or the Land and shall
also include any and all taxes which may in future be levied in lieu of taxes as
hereinbefore defined.

"Term"  means the  Initial  Term and any  extension  or renewal  thereof and any
period of permitted overholding.

"Total Rentable Area" means,  with respect to the portion of the Leased Premises
designated for warehouse use, the total Rentable Area of all leased and leasable
premises  contained in the portion of the Building  designed for warehouse  use,
and with  respect to the portion of the Leased  Premises  designated  for office
use, the total  Rentable Area of all leased and leasable  premises  contained in
the portion of the Building, including mezzanines, designated for office use.

"Utilities" means electricity,  oil, gas, power, telephone, water, and all other
utilities.

"Valet Parking System" has the meaning defined in Section 4.38.











                                      -13-
<PAGE>


                               STANDARD PROVISIONS

                                    ARTICLE 2
                            LEASED PREMISES AND TERM

2.01 Leased Premises.  In  consideration of the rents,  covenants and agreements
hereinafter  reserved  and  contained  on the  part of the  Tenant  to be  paid,
observed and performed,  the Landlord  leases to the Tenant the Leased  Premises
specified in Section 1.01(c).

2.02 Initial  Term.  The  Initial  Term of the  Lease is the  period  set out in
Section 1.01 (e) and the Initial Term commences on the Commencement Date set out
in Section 1.01 (f).

2.03 Possession.  If the Landlord is unable to deliver  possession of the Leased
Premises to the Tenant at the  commencement  of the Initial  Term,  the Landlord
shall not be liable for damages or loss caused thereby,  nor shall this Lease be
void or  voidable,  nor shall the  commencement  or the  expiration  date of the
Initial  Term be changed.  In such event the Tenant shall only be liable for the
rent,  at the  rate  hereby  reserved,  once  the  Landlord  is able to  deliver
possession of the Leased Premises to the Tenant.

2.04 Acceptance of Leased Premises.  Taking  possession of all or any portion of
the Leased  Premises by the Tenant shall be  conclusive  evidence as against the
Tenant that the Leased  Premises  or such  portion  thereof are in  satisfactory
condition on the date of taking possession.

2.05 Security Deposit.  The Landlord  acknowledges receipt of the amount set out
in 1.01 (j) to be held by the  Landlord as a deposit as security for the payment
of rent and performance of the Tenant's  obligations under this Lease. If at any
time rent or any other amount payable by the Tenant is overdue and unpaid or the
Tenant fails to perform any of its  obligations  under this Lease,  the Landlord
may, either before or after terminating this Lease,  apply the whole or any part
of the deposit to the payment of such rent or other amount or to compensate  the
Landlord for any loss or expense  incurred by the Landlord and such  application
will be without prejudice to the Landlord's right to pursue any other remedy set
forth in this  Lease.  If the whole or any part of the deposit is applied by the
Landlord,  the Tenant shall forthwith pay to the Landlord a sufficient amount to
restore the deposit to the amount specified in Section 1.01 (j) and the Tenant's
failure to do so within ten days after  demand will  constitute a breach of this
Lease.  If the Tenant promptly pays all rent as it falls due and performs all of
its  obligations  under this Lease,  the Landlord  will repay the deposit to the
Tenant upon the later of termination of this Lease and the  repossession  of the
Leased  Premises  by the  Landlord.  The  Landlord  may  deliver  and assign the
security  deposit to any  purchaser  of the  Landlord's  interest  in the Leased
Premises  and  thereupon  the  Landlord  will be  discharged  from  any  further
liability with respect to such deposit.

                                    ARTICLE 3
                                      RENT

3.01 Basic  Rent.  The  Tenant  will pay to the  Landlord,  at such place as the
Landlord directs in writing,  during the Initial Term in lawful money of Canada,
without any set off, abatement, compensation, or deduction whatsoever, the Basic
Rent:

a)   for each Lease Year set out in Section  1.01(g),  in the amounts per square
     foot per annum set out in such section  multiplied  by the Rentable Area of
     the Leased Premises payable by equal consecutive monthly installments; and

b)   for the  remainder of the Initial  Term (if any),  in the amount per square
     foot  equal to the  prevailing  rate per  annum  in the open  market  being
     charged for the best use of similar  premises,  with  equivalent  leasehold
     improvements,  in comparable office/retail buildings in Downtown Vancouver,
     without deduction for any signing bonus,  improvement allowance,  rent free
     period or other inducement payment commonly received by tenants in the then
     current market circumstances (the "Prevailing Market Rate"),  multiplied by
     the  Rentable  Area of the Leased  Premises  payable  by equal  consecutive
     monthly installments. The determination of the Prevailing Market Rate shall
     be made  jointly by the Landlord and the Tenant at least three months prior
     to the first day of the  remainder of the Initial  Term,  failing  which it
     shall be referred to a single arbitrator  pursuant to the provisions of the
     Commercial   Arbitration  Act  of  British  Columbia.  In  determining  the
     Prevailing   Market   Rate,   the   arbitrator   shall   comply   with  the
     above-described criteria. The determination made by the arbitrator shall be
     final and binding upon the Landlord  and the Tenant,  and their  respective
     successors  and  assigns.  Each party  shall pay  one-half  of the fees and
     expenses  of the  arbitrator.  The  provisions  of this  Section  shall  be
     determined to be a submission to  arbitration  within the provisions of the
     Commercial Arbitration Act, as amended from time to time. In no event shall
     the annual Basic Rent for the period referred to in Section 3.01(b) be less
     than the annual Basic Rent for the last Lease Year of the period  specified
     in Section 3.01(a). Until the Basic Rent has been determined for the period
     (if any) referred to in this Section 3.01(b) as herein provided, the Tenant
     shall  continue to pay the monthly  instalment of Basic Rent payable before
     the  commencement of such period and upon such  determination  the Landlord
     and the Tenant shall make the appropriate readjustments.

The Tenant shall pay each monthly  instalment  in advance on or before the first
day of each  and  every  calendar  month  during  the  Term,  and pay the  first
instalment  on or before the day of  commencement  of the Initial  Term.  If the
Initial  Term  commences  on a day other than the first,  or ends on a day other
than the last day of a month,  the Basic Rent for the  fraction of a month shall
be calculated at a rate per day equal to 1/365th of the annual Basic Rent.

3.02 Basis of  Determining  Basic Rent. The annual Basic Rent set out in Section
3.01(a) is calculated  on the basis of the Rentable Area of the Leased  Premises
being approximately the number of square feet set out in Section 1.01 (d) at the
rates for each  square  foot of Rentable  Area set out in Section  1.01(g).  The
annual Basic Rent shall be adjusted in the event that the  Rentable  Area of the
Leased  Premises  is found to be  different  than the  Rentable  Area  stated in
Section 1.01 (d) above.

3.03  Post-dated  Cheques.  If requested by the Landlord from time to time,  the
Tenant will  provide to the  Landlord,  without  prejudice to any other right or
remedy of the Landlord,  a series of cheques,  post-dated to the  respective due
dates of  payments,  for the  amounts of Basic Rent,  Operating  Costs and Taxes
fixed by the Landlord which are periodically payable under the Lease.

3.04  Waiver of Offset.  The Tenant  hereby  waives  and  renounces  any and all
existing and future claims, offsets and compensation against any rent and agrees
to pay rent, without deduction,  regardless of any claim, offset or compensation
which may be asserted by the Tenant or on its behalf.

                                    ARTICLE 4



                                      -14-
<PAGE>

                               TENANT'S COVENANTS

4.00 Tenant Covenants. The Tenant covenants with the Landlord as follows:

4.01 Rent. To pay rent on the days and in the manner provided.

4.02 Tenant's Taxes. To pay when due all business taxes,  license fees and other
taxes and charges  levied or assessed in respect of the use or  occupancy of the
Leased  Premises  by the  Tenant or in respect of the  equipment,  machinery  or
fixtures, partitions and improvements brought therein by the Tenant or on behalf
of the  Tenant,  or anyone  occupying  the  Leased  Premises  with the  Tenant's
consent,  whether  existing  at the date  hereof or  hereinafter  imposed by any
governmental authority, including, without limitation, value added tax, business
transfer  tax,  retail sales tax,  federal  sales tax,  goods and services  tax,
excise taxes or duties,  or any tax similar to any of the  foregoing,  including
penalties  for late  payment  thereof,  whether  payable  by the  Tenant  or the
Landlord.

4.03  Tenant's  Sales Taxes.  To pay the Landlord all Sales Taxes imposed on the
Tenant  or the  Landlord  by any  level  of  government  with  respect  to rent,
additional rent or any other amounts payable by the Tenant to the Landlord under
this Lease,  it being the  intention of the parties  that the Landlord  shall be
fully  reimbursed  by the Tenant with respect to any and all Sales Taxes payable
or collectable by the Landlord. The amount of such Sales Taxes so payable by the
Tenant shall be calculated in accordance  with the  applicable  legislation  and
shall be paid to the  Landlord  at the same time as the  amounts  to which  such
Sales Taxes apply are payable to the  Landlord  under the terms of this Lease or
earlier if required by the  applicable  legislation.  Notwithstanding  any other
provision in this Lease to the  contrary,  the Sales Taxes payable by the Tenant
under this paragraph shall be deemed not to be rent or additional  rent, but the
Landlord  shall have all remedies for and rights of recovery of such Sales Taxes
as it has for recovery of rent under this Lease.

4.04  Utilities.  To pay (without  duplication of any payment made on account of
Operating  Costs) all rates and charges  for all  Utilities  and other  services
supplied to or used on the Leased  Premises or  reasonably  attributable  to the
Tenant or the Tenant's  occupation of the Leased  Premises and if such rates and
charges shall be billed or assessed  against the Landlord,  the Tenant shall pay
such rates and charges to the Landlord upon demand by the Landlord.

4.05 Taxes. To pay as additional rent to the Landlord the Tenant's Proportionate
Share of any Taxes  within 10 days of receipt of notice  from the  Landlord.  If
Taxes are not imposed  separately on the portion of the Building  designated for
warehouse  use  and  the  portion  designated  for  office  use  by  the  taxing
authorities,  the Landlord, acting reasonably, shall allocate Taxes for the Land
and Building to the portion of the Building designated for warehouse use and the
portion of the Building  designated  for office use and the Tenant shall pay its
Proportionate  Share of such allocated amounts depending upon whether the Leased
Premises are designated for office or warehouse use.  Provided  however that the
Landlord  may estimate in advance at the  beginning  of each and any  Accounting
Year  of the  Term  or  portion  thereof,  the  annual  amount  of the  Tenant's
Proportionate  Share of Taxes and  request  that the  Tenant  pay and the Tenant
shall pay as  additional  rent 1/12th of such  estimated  sum monthly in advance
concurrently  with the  payments  of Basic  Rent  pursuant  to Article 3 of this
Lease. As soon as the actual amount of the Taxes for the Accounting Year becomes
known to the Landlord and if the said amount  exceeds or is less than the amount
estimated by the Landlord by 10% or more,  the Landlord  shall inform the Tenant
and the parties shall make all necessary corrective adjustments immediately.  If
the  difference  between the actual amount and the estimated  amount of Taxes is
less than 10%,  the  Tenant's  Proportionate  Share of Taxes  shall be  adjusted
according to Section 4.09.

4.06  Increased  Taxes.  If any  Taxes  shall  be  increased  by  reason  of any
installation  made in or upon or any alteration or improvement made in or to the
Leased  Premises by the Tenant or by the  Landlord on behalf of the Tenant,  the
Tenant shall pay the amount of any such increase as additional rent.

4.07  Reduction of Taxes.  Any expense  incurred by the Landlord in obtaining or
attempting  to  obtain a  reduction  in the  amount of tax shall be added to and
included in the amount of such Taxes.  If the Tenant has paid its  Proportionate
Share of Taxes and the Landlord has thereafter  received a refund of any portion
of such Taxes, the Landlord shall make an appropriate refund to the Tenant.

4.08 Other Costs. To pay as additional rent to the Landlord:

     a)   its Proportionate  Share of Operating Costs, by monthly instalments to
          be fixed by the Landlord from time to time; and

     b)   the Costs of Additional Services (if any) upon demand by the Landlord.

The Landlord,  acting  reasonably,  shall allocate  Operating Costs to Operating
Costs for premises  designated  for  warehouse  use and to  Operating  Costs for
premises  designated for office use, and the Tenant shall pay its  Proportionate
Share of such costs  depending  upon whether the Leased  Premises are designated
for office or warehouse use.

If the Tenant's business hours are substantially longer than the Normal Business
Hours, the Tenant's  Proportionate Share of Operating Costs shall be adjusted to
reflect  the  additional  services,  supplies  and  maintenance  required  as  a
consequence of the longer business hours.

Wherever,  in the Landlord's reasonable opinion, any cost or expense included in
Operating  Costs properly  relates only to a tenant or a group of tenants of the
Building,  the Landlord may charge such cost or expense  directly to such tenant
or group of tenants.  Any cost or expense  charged by the Landlord to the Tenant
under this section shall be payable by the Tenant upon demand by the Landlord.

4.09 Adjustments.  At the end of each Accounting Year the Landlord shall compute
the  amount  of  Operating  Costs and  Taxes  for such  Accounting  Year and the
Tenant's  Proportionate Share thereof and the aggregate of monthly payments made
by the Tenant  during the  accounting  year  pursuant to Sections  4.05 and 4.08
shall be adjusted by the Landlord on the basis of the total amount actually paid
or payable by the Tenant for such  Accounting Year for Operating Costs and Taxes
with any excess or deficiency being payable  respectively by the Landlord or the
Tenant within 60 days after the end of such Accounting Year notwithstanding that
this may fall after the end of the Term of this Lease.

4.10 Sales Tax  Exclusion.  There shall be excluded from amounts  payable by the
Tenant under this Lease (and shown  separately  on  statements)  all Sales Taxes
with respect to the purchase of any goods and services,  the cost of which goods
and services are included in amounts  payable by the Tenant under this Lease, to
the extent  that the amount of such Sales  Taxes is or will be  available  to be
claimed by the Landlord as a credit or refund in determining  the Landlord's net
tax liability on account of Sales Taxes.



                                      -15-
<PAGE>

4.11 Net Lease.  It is the  intention  of the parties that this Lease shall be a
completely  net lease,  and that the Basic Rent payable to the Landlord shall be
net to the Landlord,  without  abatement or offset for any cause  whatsoever and
that all costs,  expenses and  obligations  of every kind and nature  whatsoever
relating to the Leased  Premises,  whether or not herein referred to and whether
or not of a kind now existing or within the contemplation of the parties hereto,
shall be paid by the Tenant.

4.12  Evidence of  Payment.  To produce to the  Landlord  from time to time upon
request  satisfactory  evidence of the due payment by the Tenant of all payments
required to be made by the Tenant under this Lease.

4.13 Permitted  Use. To use the Leased  Premises only for the purpose set out in
Section 1.01 (h) and not to use or permit to be used the Leased  Premises or any
part  thereof for any other  purpose or business  without the  Landlord's  prior
written approval.

4.14  Waste and  Nuisance.  Not to  commit or permit  any waste or injury to the
Leased Premises including Leasehold Improvements and trade fixtures therein, any
overloading of the floors,  any  consumption of electricity  therein at any time
exceeding 4.5 watts per square foot of Rentable Area, or any  consumption or use
of any utility  facility  which will exceed or overload the capacity of any such
utility,  any  nuisance or any use or manner of use causing  annoyance  to other
tenants and occupants of the Building.

4.15 Insurance  Risks.  Not to do, omit to do or permit to be done or omit to be
done upon the Leased Premises  anything which would cause the Landlord's cost of
insurance  (whether  fire or liability) to be increased or which shall cause any
policy of insurance to be subject to cancellation. Without waiving the foregoing
prohibition,  the Landlord may demand,  and the Tenant shall pay to the Landlord
upon demand,  the amount of any such increase of cost caused by anything so done
or omitted to be done.

4.16 Condition. Not to permit the Leased Premises to become untidy, unsightly or
hazardous or permit waste or refuse to accumulate therein.

4.17  By-Laws.  To  comply  at its own  expense  with  all  municipal,  federal,
provincial,   sanitary,   fire  and  safety  laws,   by-laws,   regulations  and
requirements  pertaining to the Leased  Premises,  the  Leasehold  Improvements,
trade fixtures, furniture and equipment installed by the Tenant, their operation
and use,  and the making by the Tenant of any repairs,  changes or  improvements
therein.

4.18 Fire Exit Doors.  To permit the  Landlord to install any fire exit or other
doors in the  exterior and demising  walls of the Leased  Premises  necessary to
comply with the requirements of any statute, law, by-law, regulation, ordinance,
order or regulation  referred to in Section  4.17,  and not to obstruct any such
door.

4.19 Rules and  Regulations.  To observe,  and to cause its employees and others
over whom the Tenant can  reasonably be expected to exercise  control to observe
the Rules and Regulations  attached as Schedule "B" hereto, and such further and
other reasonable  rules and regulations and amendments  therein as may hereafter
be made by the Landlord of which notice in writing shall be given to the Tenant.
All such rules and regulations  shall be deemed to be incorporated into and form
part of this Lease.

4.20  Overholding.  That if the  Tenant  shall  continue  to occupy  the  Leased
Premises  after the  expiration or termination of this Lease without any further
written agreement and without  objection by the Landlord,  the Tenant shall be a
monthly  tenant at a monthly  Basic Rent equal to 150% of the Basic Rent payable
by the Tenant during the last month prior to the  expiration or  termination  of
this Lease and  (except as to length of tenancy) on and subject to the terms and
conditions of this Lease, including the payment of additional rent.

4.21 Use and  Occupancy  Prior to Term.  If the Tenant  for any  reason  uses or
occupies the Leased  Premises in any way prior to the  commencement of the Term,
then  during  such prior use or  occupancy  the Tenant  shall be a tenant of the
Landlord  and  shall be  subject  to the  terms and  conditions  of this  Lease,
including the covenant to pay Basic Rent and additional rent.

4.22 Signs.  The Tenant will not paint,  display,  inscribe,  place or affix any
sign,  symbol,  notice or  lettering  of any kind  anywhere  outside  the Leased
Premises (whether on the outside or inside of the Building) or within the Leased
Premises so as to be visible from the outside of the Leased  Premises,  with the
exception only of:

     a)   a  standard  directory  listing  in the  main  lobby  of the  Building
          containing only the name of the Tenant,  subject to the prior approval
          of the Landlord as to design, size and location;

     b)   if the Leased  Premises  are  located in the  portion of the  Building
          designated for office use:

          i)   a standard  directory  listing in the corridor of the floor where
               the Leased  Premises are located  containing only the name of the
               Tenant, and

          ii)  a standard  entrance door sign installed at or about the entrance
               door to the  Leased  Premises  containing  only  the  name of the
               Tenant,  subject to receipt,  in each case,  of the prior written
               approval of the Landlord as to design, size and location; and

     c)   any other signage specified in Schedule "C" hereto.

The Tenant shall  indemnify  and save  harmless  the  Landlord  from all claims,
demands, loss or damage to any person or property arising out of any sign, mast,
aerial  or other  installation,  notwithstanding  any  consent  by the  Landlord
thereto.

All the above  signs shall be  installed  at the cost of the Tenant and shall be
maintained  and replaced or modified  (as required by the Tenant  subject to the
Landlord's  approval) at the Tenant's  cost by the sign company  selected by the
Landlord. The Landlord will collect any such costs as rent.

4.23 Inspection and Access. To permit the Landlord and persons authorized by the
Landlord at any time to enter the Leased Premises for the purpose of inspection,
testing,  maintenance,  providing  janitor service and window  cleaning,  making
repairs,  alterations or improvements to the Leased Premises or the Building, or
to have access to utilities and services  (including  electrical  and mechanical
rooms and  access  panels,  which  the  Tenant  agrees  not to  obstruct)  or to
determine the electric  light and power  consumption by the Tenant in the Leased
Premises.  The Tenant shall provide free and  unhampered  access for the purpose
and shall not be entitled to  compensation  for any  inconvenience,  nuisance or
discomfort, but the Landlord in exercising its rights hereunder shall proceed to
the extent reasonably possible so as to minimize  interference with the Tenant's
use and enjoyment of the Leased Premises.



                                      -16-
<PAGE>

4.24 Showing Leased Premises.  To permit the Landlord and its authorized  agents
and employees to show the Leased Premises to prospective  purchasers and lenders
at any time during or after Normal  Business  Hours and to  prospective  tenants
during  Normal  Business  Hours of the last six  months  of any  lease  term and
whenever  the  Tenant is in  arrears  of rent for more than 45 days in an amount
equal to or in  excess of one month  Basic  Rent.  In  addition,  to permit  the
Landlord - if the Leased  Premises  are located at the ground  floor on Lougheed
Highway or in the portion of the  Building  designated  for  warehouse  use - to
install,  during the last six months of any lease term, a sign on the outer wall
of the Leased  Premises  facing  the  street or in or about one of the  Tenant's
windows (such sign not to unreasonably  reduce visibility through such window)to
advertise the Leased Premises for lease.

4.25 Access to the Building  Outside Normal  Business  Hours. To comply with all
regulations  set by the  Landlord for  accessing  the  Building  outside  Normal
Business  Hours and to comply with all the  required  procedures  to operate the
electronic  security  access  system.  The  Landlord,  in case of  misuse of the
electronic  security  access  system or of a breach of the terms of this  Lease,
including  Rules  and  Regulations,  or of any  behaviour  which,  at  the  sole
discretion of the Landlord,  is determined to be unacceptable,  by the Tenant or
its  employees,  invitees  or others  under its  control,  may limit or prohibit
access to the Building by the Tenant outside  Normal  Business Hours in addition
to assessing  the Tenant for any damage in accordance  to Section  6.02(c).  The
Landlord  will  supply the Tenant  with the  number of access  cards  reasonably
required  by the Tenant at the  commencement  of the Initial  Term,  replacement
cards and/or additional cards as reasonably  required by the Tenant from time to
time.  The Landlord will levy a reasonable  charge for all cards supplied to the
Tenant.  The Tenant  covenants with the Landlord to promptly inform the Landlord
if any of the  Tenant's  cards are lost or stolen and to return all cards to the
Landlord at the end of the Term.

4.26 Name of  Building.  The Tenant  shall not refer to the Building by any name
other than that  designated from time to time by the Landlord and the Tenant may
use the name of the Building for its business address and for no other purpose.

4.27 Use of Common Areas. Not to keep or display,  except as may be specifically
allowed by the Landlord in writing,  any  merchandise or other thing on or about
the Common Areas or otherwise obstruct the Common Areas.

4.28 Operating Name. The Tenant shall carry on business under the operating name
set out in Section  1.01 (i),  which the Tenant  represents  and  warrants it is
entitled to use, and under no other name or style  whatsoever  unless such other
name or style is first approved in writing by the Landlord, such approval not to
be unreasonably withheld.

4.29  Covenant to Operate.  The Tenant  shall  throughout  the Term  continually
operate,  occupy and utilize the entire Leased Premises and conduct its business
in accordance with the provisions of this Lease.  The Tenant  acknowledges  that
the Landlord is executing  this Lease in reliance upon this covenant and that it
is a material  element  inducing the Landlord to execute this Lease.  The Tenant
shall  operate  and conduct its  business  upon the whole of the  Premises in an
up-to-date,  first class and  reputable  manner  befitting  the character of the
Building  and shall act  diligently  and use all proper and  reasonable  efforts
consistent  with good  business  practice.  The  Tenant  agrees  not to make any
material  change in the nature or character  of the  business  carried on by the
Tenant in or from the Leased  Premises or in the  quality of goods and  services
offered by the Tenant in or from the Leased Premises without the written consent
of the Landlord.

4.30 New  Indemnity.  If at any time  during the Term,  any  indemnifier  of the
Tenant's  obligations under this Lease satisfies its obligations to the Landlord
under its indemnity agreement with the Landlord, then within 30 days thereafter,
the Tenant shall  provide a new  indemnity on the same terms and  conditions  as
contained in such agreement from a new  indemnifier  acceptable to the Landlord,
acting reasonably.

4.31 Cleaning. Notwithstanding any janitorial service that the Landlord may have
agreed to provide to the Leased Premises at certain intervals at the cost of the
Tenant,  as part of the  Operating  Costs,  the  Tenant  shall  keep the  Leased
Premises and, without limitation,  the inside and outside of all glass,  windows
and doors of the  Leased  Premises,  and all  interior  surfaces  of the  Leased
Premises,  in a neat,  clean  and  sanitary  condition  and  shall not allow any
refuse,  garbage or other loose or objectionable or waste material to accumulate
in or about the Leased  Premises.  The Tenant,  if no janitorial  service to the
Leased  Premises is provided by the Landlord,  shall pay for its own  janitorial
service.  In the event the Tenant fails to clean in accordance with this Section
4.31 upon notice to do so from the Landlord, the Landlord may clean the same and
the Tenant shall pay the cost to the Landlord as additional rent.

4.32 Compliance with  Environmental  Laws. To comply at its own expense with all
federal,   provincial,   regional  district  and  municipal  laws,  regulations,
guidelines  and  bylaws  relating  to  pollution,  Hazardous  Substances  or the
protection  of the  environment  with  respect to the  occupation  or use of the
Leased  Premises  and the use of the Common  Areas.  The  Tenant  shall take all
necessary  precautions so as to ensure that the Land,  the Building,  the Leased
Premises  and any areas  surrounding  the Land do not and are not likely to have
Hazardous  Substances  located  thereon  or  therein  as a  consequence  of  the
occupation  or use of the  Leased  Premises  by the  Tenant  or of the  business
carried on in the Leased  Premises  or of any  actions or failures to act by the
Tenant its employees,  officers,  directors,  invitees or licensees.  The Tenant
shall not at any time cause or allow any  Hazardous  Substances to be generated,
created, used, stored, treated,  transferred,  transported or disposed of on the
Land,  the Building or the Leased  Premises  except in  compliance  with all the
laws,  after  obtaining  the prior  consent of the  Landlord and pursuant to the
terms of this Lease.  The Landlord may impose any  conditions  that it considers
reasonably  necessary  (including  the  requirement  that  monies  be  posted as
security for the  performance of the Tenant's  obligations) to protect the Land,
the Building and the Leased Premises.

4.33 Reports.  To make, obtain and deliver to the Landlord copies of all reports
and studies  required by the Landlord  and by  governmental  authorities  having
jurisdiction  regulating  the  manufacture,  use,  storage,   transportation  or
disposal of Hazardous  Substances by the Tenant. The Tenant shall conform to the
procedures adopted by the Landlord from time to time for the management of risks
associated with Hazardous Substances,  including without limiting the generality
of the  foregoing,  conducting  or  participating  in the  conduct  of audits of
environmental  matters to confirm compliance with the requirements of this Lease
and all laws,  adopting and following  reasonable  plans for the proper handling
and storage of Hazardous  Substances,  maintaining records of storage and use of
Hazardous  Substances,  notifying  the  Landlord  of any  changes  in storage or
handling of Hazardous  Substances,  and providing to the Landlord all reports as
required form time to time.

4.34 Audit and Remedial  Action.  To take any remedial action which the Landlord
or any authority requires be taken with regard to Hazardous  Substances that are
the  responsibility of the Tenant and the Tenant shall permit the Landlord,  its
employees  and agents,  including its  consultant,  to have access to the Leased
Premises to test the same and comply with the requirements of any authority with
respect to Hazardous  Substances.  The Tenant within 10 days after demand by the
Landlord  shall pay to the Landlord as additional  rent the amount  allocated to
the Tenant by the Landlord, acting reasonably, of the costs of the audit and (if
the remedial action was in respect of



                                      -17-
<PAGE>

Hazardous  Substances  the existence of which on or in the Land, the Building or
the Leased  Premises was caused or contributed  to by the Tenant,  its officers,
directors, employees, invitees or licensees) of any remedial action with respect
to such Hazardous Substances.

4.35  Indemnity.  To  indemnify,  defend and save harmless the Landlord from and
against any and all costs,  damages,  losses,  liability,  fees,  penalties  and
charges  incurred  by,  assessed  against or imposed  upon the  Landlord  or its
officers, directors,  employees or agents (including legal costs) as a result of
the Tenant's use, disposal, transportation,  generation and/or sale of Hazardous
Substances and in respect of any  contamination  of the Land, the Building,  the
Leased Premises and any area or areas surrounding the Land caused or contributed
to by the Tenant, its officers, directors, employees, invitees or licensees.

4.36 Survival. That the obligations of the Tenant hereunder related to Hazardous
Substances,  and all indemnities of the Tenant hereof,  shall survive the expiry
or earlier termination of this Lease.

4.37  Parking.  To use the  parking  lot and the  multi-storeyed  parkade of the
Building,  including  entrances,  ramps and lanes but excluding  those  portions
thereof  which  constitute  any areas  allocated  to a tenant or  licensee  on a
seasonal or temporary basis (together,  the "Parking Areas") only as designated,
allocated  and regulated by the  Landlord.  The Landlord may  designate  certain
parking  spaces as visitors'  parking  spaces,  and other parking spaces for the
exclusive use of certain tenants.  During the Term of the Lease the Tenant shall
have the right to park the number of vehicles  set out in Section  1.01(l)  (the
"Allowed Number of Vehicles") in the Parking Areas as designated by the Landlord
and  as  directed  by  the   Landlord   from  time  to  time  and  the  Tenant's
representatives  and  employees  shall park only as directed by the Landlord and
shall not be allowed to park in the parking spaces  designated for the exclusive
use of other  tenants or as visitors'  parking  spaces  whether they are rented,
metered, coin operated, or free of any charge. The Landlord is entitled to rent,
meter or otherwise  charge for the use of visitors'  parking by the customers of
the  Building  and to  remove  unauthorised  vehicles  (including  those  of the
Tenant's representatives and employees) from the Parking Areas at the expense of
the owner of the vehicle. The Tenant shall follow all parking regulations set by
the Landlord  including,  but not limited to,  maximum  parking time allowed (if
any),  limitations of maximum vehicle size,  weight,  etc. The Landlord reserves
the right to close or restrict by  electronic  means or otherwise the use of the
Parking  Areas after Normal  Business  Hours.  Overnight  parking in the Parking
Areas is prohibited.

The right to use the Parking  Areas  constitutes  a bare license to occupy space
for  parking  purposes  only  and  the  Landlord  shall  have  no  liability  or
responsibility  for any  damage,  loss,  cost,  expense or injury of  whatsoever
nature  suffered  or  incurred by the  Tenant,  its  servants,  representatives,
employees,  invitees or licensees. In the case a Valet Parking System is adopted
as specified in Section 4.38, the only  responsibility  of the Landlord shall be
to ensure that the parking operator  carries  adequate  insurance as required in
Sub-section  4.38(a).  In consideration  for the Landlord granting to the Tenant
the license to park its vehicle(s) in the Parking Areas, the Tenant shall pay to
the Landlord as rent for each of the Allowed Number of Vehicles on the first day
of each month the  amounts  specified  in Section  1.01(m),  such  amounts to be
adjusted annually, by the Landlord acting reasonably,  to the prevailing rent in
the open market then being charged for parking rights in Burnaby.

4.38 Valet  Parking  System.  The  Landlord  shall have the right to implement a
valet parking system (the "Valet Parking System") for the Parking Areas provided
that:

     (a)  it shall be operated by a reputable parking operator which shall carry
          such  insurance in respect of its  operations as the Landlord,  acting
          reasonably,  requires to protect the interest of the Tenant and of its
          servants, representatives, employees, invitees or licensees; and

     (b)  there   shall  be  no   additional   charge  to  the   Tenant  or  its
          representatives  or  employees  above the  amounts  set out in Section
          1.01(m).

The Tenant will  cooperate and will cause its  representatives  and employees to
cooperate with the  procedures  implemented by the operator of the Valet Parking
System,  which may include  leaving  keys to vehicles  with the operator so that
they may be  parked by the  operator  and moved to other  locations  within  the
Parking Areas by the operator. The Landlord will have the right to terminate any
Valet Parking System in which event the Tenant will be entitled to park pursuant
to Sections 1.01(l) and 4.37 and as directed by the Landlord.

                                    ARTICLE 5
                              LANDLORD'S COVENANTS

5.00 Landlord Covenants. The Landlord covenants with the Tenant as follows:

5.01 Quiet Enjoyment. Subject to the terms of this Lease, if the Tenant pays the
rent and observes and performs all the terms,  covenants  and  conditions on the
Tenant's  part in this Lease  contained,  the Tenant will quietly hold and enjoy
the Leased Premises for the Term without  interruption by the Landlord except as
permitted by this Lease.

5.02 H.V.A.C.  To provide  heating,  ventilating and, if the Leased Premises are
equipped  with  air  conditioning  equipment,  air  conditioning  of the  Leased
Premises to an extent sufficient to maintain a reasonable temperature therein at
all times during Normal  Business  Hours,  and during any additional time as the
Landlord may decide from time to time,  except when  prevented  from doing so by
any cause beyond the Landlord's  reasonable control and except during the making
of repairs.  Should the Landlord be  temporarily  in default  under this Section
5.02,  it shall not be liable for indirect or  consequential  damages or damages
for personal discomfort or illness.

5.03 Elevators.  To furnish for use by the Tenant and its employees and invitees
in common with other persons entitled thereto passenger  elevator service to the
floor where the Leased  Premises are located  except when the  elevators  become
inoperative for any reason beyond the Landlord's  reasonable  control or because
of repairs or when the elevators become damaged or destroyed,  in which case the
Landlord  shall have a  reasonable  time  within  which to repair such damage or
replace such elevators and the Landlord shall repair or replace the same as soon
as reasonably possible. Should the Landlord be temporarily in default under this
Section  5.03, it shall not be liable for indirect or  consequential  damages or
damages for personal discomfort or illness.

5.04 Use of Common Areas. To permit the Tenant and its employees and invitees to
use during Normal Business Hours and,  subject to the  restrictions set forth in
Section 4.25,  outside Normal  Business  Hours,  in common with others  entitled
thereto,  of the common  entrances,  lobbies,  stairways  and  corridors  of the
Building giving access to the Leased Premises.

5.05  Washrooms.  Unless the Leased Premises are equipped with  washroom(s),  to
permit the Tenant and its employees and invitees in common with others  entitled
thereto to use the public washrooms in the Building on the floor(s) in which the
Leased Premises are situate.



                                      -18-
<PAGE>

5.06  Maintenance  of Common Areas.  To cause the  elevators,  common  entrances
lobbies,  stairways,  corridors,  washrooms and other parts of the Building from
time to time  provided  for common use and  enjoyment to be cleaned or otherwise
maintained in keeping with good management practice.

5.07 Janitor Service. If janitorial services to the Leased Premises are provided
for by the  Landlord,  to cause when  reasonably  necessary,  and at  reasonable
intervals,  the vacuuming of all carpets,  the sweeping  and/or  mopping of hard
surface  floorings,  the  dusting of desks,  tables and other  furniture  of the
Tenant to a height from the floor not to exceed 6'6", the cleaning of both sides
of any glazing walls within the Leased  Premises and of the interior face of the
exterior  windows and of the  perimeter  glazed  walls,  and the emptying of the
Tenant's litter cans and ashtrays. All other janitorial and cleaning services to
the Leased  Premises as they are required by the Tenant from the  Landlord  from
time to time, or as they become  necessary should the Tenant fail to comply with
Section 4.16, shall be provided as Additional  Services.  The Landlord shall not
be  responsible  for any act of  omission or  commission  on the part of persons
employed to perform such work.

                                    ARTICLE 6
                   REPAIR, DAMAGE AND DESTRUCTION, ALTERATIONS

6.01  Landlord's  Repairs.  The Landlord  covenants with the Tenant to keep in a
good and reasonable state of repair,  and consistent with the general  standards
of comparable commercial buildings in the City of Burnaby:

     (a) the  Building  (other than the Leased  Premises  and  premises of other
     tenants)  including the foundation,  roof,  exterior walls (excluding glass
     portions thereof), the systems for heating,  ventilating,  air conditioning
     and interior climate control, the Common Areas and the systems provided for
     bringing Utilities to the Leased Premises; and

     (b) the structural members or elements of the Leased Premises.

6.02 Tenant's Repairs. The Tenant covenants with the Landlord:

     (a) to keep in a good and reasonable  state of repair and  consistent  with
     the general  standards of  comparable  commercial  buildings in the City of
     Burnaby,  but subject to Section 6.03(b) the Leased Premises  including all
     Leasehold Improvements,  and leasehold improvements installed in the Leased
     Premises by the  Landlord or by previous  tenants,  and all trade  fixtures
     including all glass portions of exterior and demising  walls,  but with the
     exception  of  structural  members or elements of the Leased  Premises  and
     defects in construction performed or installations made by the Landlord and
     Insured Damage therein;

     (b) that the Landlord may enter and view the state of repair,  and that the
     Tenant will repair according to notice in writing, and that the Tenant will
     leave the Leased Premises in a good and reasonable state of repair, subject
     always to the exceptions referred to in Section 6.02(a);

     (c) that if any part of the  Building  including  the systems for  heating,
     ventilating,  air  conditioning  and interior  climate  control and for the
     provision of utilities becomes out of repair,  damaged or destroyed through
     the negligence or misuse of the Tenant or its employees, invitees or others
     over which the Tenant can reasonably be expected to exercise  control,  the
     expense of repairs or replacements  thereto  necessitated  thereby shall be
     reimbursed to the Landlord promptly upon demand; and

     (d) that in case it shall  become  necessary  or  proper  at any time  from
     accident or for  improving  the  condition or  operation of the  elevators,
     heating,  ventilating and air conditioning  apparatus,  electric  lighting,
     boilers or machinery, or anything pertaining thereto, to omit the operation
     of the elevators,  heating,  ventilating and air conditioning  apparatus or
     electric lighting until necessary  repairs or improvements  shall have been
     made and  completed,  the Landlord  shall be at liberty to do so without in
     any manner or respect  affecting the  obligations  of the Tenant under this
     Lease.

6.03 Abatement and Termination. It is agreed between the Landlord and the Tenant
that:

     (a) in the event of damage to the Leased Premises or to the Building and if
     the damage is such that the Leased Premises or any substantial part thereof
     is rendered not  reasonably  capable of use and occupancy by the Tenant for
     the  purposes of its business for any period of time in excess of ten days,
     then:

               (i) unless the  damage was caused by the fault or  negligence  of
          the Tenant or its  employees  or others  under its  control,  from and
          after the date of  occurrence  of the  damage  and  until  the  Leased
          Premises  are  again  reasonably  capable  of  use  and  occupancy  as
          aforesaid,  rent shall  abate from time to time in  proportion  to the
          part or parts of the Leased  Premises not  reasonably  capable of such
          use and occupancy, and

               (ii) unless this Lease is terminated as hereinafter provided, the
          Landlord or the Tenant, as the case may be (according to the nature of
          the damage and their  respective  obligations to repair as provided in
          Section  6.01 and 6.02) shall  repair such damage with all  reasonable
          diligence,  but to the extent that any part of the Leased  Premises is
          not  reasonably  capable of such use and occupancy by reason of damage
          which the Tenant is obligated to repair  hereunder,  any  abatement of
          rent to which the Tenant is  otherwise  entitled  hereunder  shall not
          extend later than the time by which, in the reasonable  opinion of the
          Landlord,  repairs by the  Tenant  ought to have been  completed  with
          reasonable diligence; and

     (b) if  premises  whether  of the Tenant or other  tenants of the  Building
     comprising  in the  aggregate  half  or more  of the  Rentable  Area of the
     Building, are substantially damaged or destroyed by any cause to the extent
     such that in the reasonable opinion of the Landlord they cannot be repaired
     or  rebuilt  within  180  days  after  the  occurrence  of  the  damage  or
     destruction,  the Landlord may at its option, exercisable by written notice
     to the Tenant given within 30 days after the  occurrence  of such damage or
     destruction,  terminate this Lease, in which event neither the Landlord nor
     the Tenant shall be bound to repair as provided in Sections  6.01 and 6.02,
     and the Tenant shall instead  deliver up possession of the Leased  Premises
     to the Landlord with reasonable  expedition but in any event within 60 days
     after delivery of such notice of termination, and rent shall be apportioned
     and paid to the date upon which  possession is so delivered up (but subject
     to any abatement to which the Tenant may be entitled under Section  6.03(a)
     by reason of the Leased  Premises  having been rendered in whole or in part
     not reasonably capable of use and occupancy), but otherwise the Landlord or
     the  Tenant as the case may be  (according  to the nature of the damage and
     their  respective  obligations  to repair as provided in Sections  6.01 and
     6.02) shall repair such damage with reasonable diligence.



                                      -19-
<PAGE>

6.04 Landlord's  Alterations.  The Landlord  reserves the right to undertake and
complete at any time:

     a) any  alterations or improvements of the Building that, in the Landlord's
     opinion,  are  necessary  for,  or  useful  to,  the  safety,   efficiency,
     modernization, comfort or decor of the Building, including, but not limited
     to, elevators,  plumbing, electrical and mechanical systems, of all or some
     of the leased premises (including,  or not including,  the Leased Premises)
     and/or  vacant  premises for the purpose of making them suitable for lease.
     For  the  purpose  of the  design  and  construction  of  these  works  and
     improvements,  the Landlord or its  contractors  may, if  necessary,  enter
     into,  pass through,  and work upon the Leased  Premises,  and may improve,
     remodel,  alter (including changing the location of entrance doors) and add
     to the Leased Premises, putting the Tenant to no unnecessary inconvenience;
     and

     b) the installation  and maintenance  within the Leased Premises of utility
     lines,  pipes,  ducts, vents and conduits to be located above the suspended
     ceilings  of the Leased  Premises  and/or to run in the  interior of framed
     walls, to serve the Leased Premises or other premises.

By  exercising  any such  rights,  the  Landlord  shall  not be  deemed  to have
constructively evicted the Tenant or otherwise to be in breach of this Lease nor
shall  the  Tenant,  provided  the  Landlord  does  not  put the  Tenant  to any
unnecessary  inconvenience,  be  entitled  to any  abatement  of rent  or  other
compensation  from  the  Landlord.   Without  limiting  the  generality  of  the
foregoing,   the  Landlord,  in  the  case  of  any  works,   improvements,   or
installations  within the Leased  Premises  (other  than for  emergency  repair)
shall:

     1)   give the Tenant  reasonable  notice  inclusive of a description of the
          work, improvement, or installation to be carried out;

     2)   work after Normal Business Hours whenever reasonably required;

     3)   finish  any  work,   improvement,   or  installation  in  a  good  and
          workmanlike manner; and

     4)   leave the  affected  areas of the  Leased  Premises  clean and in good
          order.

6.05 Relocation of Leased Premises. The Landlord reserves the right at any time,
upon giving the Tenant  written  notice at least 30 days in advance,  to provide
the  Tenant  with  other  premises  (the  "New  Premises")  in the  Building  in
substitution  of the  Leased  Premises  (whether  or not any part of the  Leased
Premises form part of the New Premises). The New Premises:

     a)   shall contain at least the same Rentable Area of the Leased Premises,

     b)   shall have a  configuration  reasonably  similar to that of the Leased
          Premises, and

     c)   shall be improved to  equivalent or better  standards  than the Leased
          Premises.

The Tenant  agrees to move to the New Premises and the Landlord will pay for any
reasonable  cost of moving the Tenant's  property and equipment  from the Leased
Premises  to the  New  Premises.  As full  compensation  for  all  other  costs,
expenses,  damages  (including  disruption  and loss of  business),  nuisance or
discomfort which the Tenant may incur or suffer, Basic Rent for the New Premises
for the first two months of occupancy will abate.

Upon  relocation,  the Tenant will surrender the Leased Premises to the Landlord
in the  condition  required  by this  Lease and this  Lease will be deemed to be
amended as follows:

     a)   by the  substitution  for the  current  Schedule  "A" of another  plan
          prepared by the Landlord  and marked  Schedule "A" which shows the New
          Premises,

     b)   by the  substitution  in Section  1.01(d) of the Rentable  Area of the
          Leased Premises with the Rentable Area of the New Premises, and

     c)   by the substitution in Section 1.01(g) of the rate or rates per square
          foot  per  annum  with  new  rate(s)  determined  in  a  manner  that,
          notwithstanding   any  possible  greater  Rentable  Area  of  the  New
          Premises,  the annual and monthly  Basic  Rents shown in such  section
          will not change.

All references in this Lease to the Leased  Premises shall be deemed to refer to
the New Premises.

If required by the Landlord the Tenant  shall  execute an agreement  prepared by
the Landlord providing for the above described amendments.

This Lease, as amended,  will continue in force and effect as a lease of the New
Premises for the balance of the Term.

                                    ARTICLE 7
                        UTILITIES AND ADDITIONAL SERVICES

7.01 Water and  Telephone.  The Landlord  shall  furnish  appropriate  ducts for
bringing  telephone  services to the Leased  Premises and shall provide water to
washrooms available for the Tenant's use in common with others entitled thereto.

7.02 Electricity.  The Landlord,  acting reasonably,  shall allocate the cost of
light and power supplied to the Building and the cost of cleaning,  maintaining,
replacing  and  servicing in all respects  all  electric  lighting  fixtures and
facilities in the Building to:

a.   Electrical power  consumption  costs for premises  designated for warehouse
     use;

b.   Electrical servicing costs for premises designated for warehouse use;

c.   Electrical power consumption costs for premises designated for office use;

d.   Electrical servicing costs for premises designated for office use;



                                      -20-
<PAGE>


e.   Electrical  power  consumption  costs and  electrical  servicing  costs for
     Common  Areas  allocated  to the  portion of the  Building  designated  for
     warehouse use; and

f.   Electrical  power  consumption  costs and  electrical  servicing  costs for
     Common Areas allocated to the portion of the Building designated for office
     use.

If some but not all of the leased and leaseable premises are separately metered,
or not  occupied,  so that there is a reduction  in the  electrical  consumption
costs or  electrical  servicing  costs,  the amount of such  reduction  shall be
allocated  to  the  Landlord  with  the  intent  that  the  Tenant  would  be in
substantially  the same  position  as if there were no  separate  meters and the
Building was fully occupied. Wherever, in the Landlord's reasonable opinion, any
cost or expense  included in electrical  power  consumption  costs or electrical
servicing  costs properly  relates only to a tenant or a group of tenants of the
Building,  the Landlord may charge such cost or expense  directly to such tenant
or group of  tenants.  Any cost or expense  so  charged  to the Tenant  shall be
payable by the Tenant upon demand by the Landlord.

Without  duplication,  the  Tenant  shall  pay to the  Landlord  on the date for
payment  established  by the  Landlord,  the  Tenant's  Proportionate  Share  of
electrical power consumption costs and electrical servicing costs for the Common
Areas  allocated to premises  designated for either  warehouse or office use, or
both,  depending upon the use designated for the Leased Premises.

If the Leased Premises are not separately  metered,  the Tenant shall pay to the
Landlord on the date for  payment  established  by the  Landlord,  the  Tenant's
Proportionate  Share  of  electrical  power  consumption  costs  and  electrical
servicing costs for premises  designated for either  warehouse or office use, or
both, depending upon the use designated for the Leased Premises.

If the Leased Premises are separately metered by the utility company, the Tenant
shall pay,  on or prior to the due date for  payment,  directly  to the  utility
company any charges metered to the Leased  Premises;  if the Leased Premises are
separately  metered by the  Landlord,  the Tenant  shall pay to the  Landlord as
additional rent on the first day of each month any charges metered to the Leased
Premises and, in either case, the Tenant shall at its own cost, clean, maintain,
replace and service the electrical lighting fixtures in the Leased Premises.

7.03 Additional Services. The Landlord may, by way of Additional Services:

     a)   in addition to the janitorial or cleaning  services which are normally
          supplied  by  the  Landlord  to the  tenants  generally,  provide  any
          cleaning   services  to  the  Leased  Premises  deemed   necessary  or
          appropriate by the Landlord and any additional  janitorial or cleaning
          services required by the Tenant;

     b)   move or supervise the moving of furniture or equipment of the Tenant;

     c)   carry out or supervise  repairs or  alterations  conducted  within the
          Leased Premises;

     d)   supervise deliveries to and from the Leased Premises; and

     e)   if  requested  by the Tenant,  supply or  supervise  the supply to the
          Tenant  of  any  other  service  not  normally  furnished  to  tenants
          generally.

The cost of  Additional  Services  provided  to the Tenant  shall be paid to the
Landlord  as  additional  rent by the  Tenant  from time to time  promptly  upon
receipt of invoices therefor from the Landlord.

7.04 Alteration.  Where the Landlord is required by law or a competent authority
to make alterations to the Leased Premises,  then in each year of the Term after
completion of such  alterations  (but not after the cost thereof has been repaid
to the  Landlord),  the Tenant  shall pay to the Landlord 10% of the cost to the
Landlord of making  such  alterations,  and if the  Landlord is required to make
similar  alterations  to other  portions or areas of the Building the cost of so
doing shall be reasonably apportioned by the Landlord to each of the premises.

                                    ARTICLE 8
                      LICENSES, ASSIGNMENTS AND SUBLETTING

8.01 Licenses, Etc. The Tenant shall not suffer or permit any part of the Leased
Premises  to be used or  occupied  by any  persons  other than the  Tenant,  any
subtenants  permitted under Section 8.02 and the employees of the Tenant and any
such permitted subtenant, or suffer or permit any part of the Leased Premises to
be used or occupied by any licensee or  concessionaire,  or suffer or permit any
persons to be upon the Leased  Premises  other than the Tenant,  such  permitted
subtenants and their  respective  employees,  customers and others having lawful
business with them.

8.02  Assignments  and  Subletting.  The Tenant  shall not  assign,  mortgage or
otherwise  encumber or transfer this Lease or sublet the Leased  Premises or any
part thereof without having obtained the Landlord's prior written  consent.  The
Landlord may withhold its consent  arbitrarily to a proposed  assignment of this
Lease or  sublease of the Leased  Premises  or any part  thereof if it elects to
exercise its right of termination  hereinafter  set forth.  If such  termination
right is not  exercised,  the  Landlord  covenants  not to withhold  its consent
unreasonably  as to any assignee or sublessee who is in  satisfactory  financial
condition,  agrees to use the Leased Premises for the purposes and in the manner
permitted  and  specified  hereunder,  and  is  otherwise  satisfactory  to  the
Landlord. No partial assignment shall be permitted.

The Tenant shall not assign this Lease or sublet the Leased Premises or any part
thereof unless:

     a)   it shall have  received or procured a bona fide written  offer to take
          an assignment or sublease which is not  inconsistent  with this Lease,
          and the  acceptance  of which would not breach any  provision  of this
          Lease; and

     b)   it shall have first  requested  and obtained the consent in writing of
          the Landlord thereto.

Any request for consent  shall be in writing and  accompanied  by a true copy of
the offer, all information available to the Tenant and requested by the Landlord
as to the  responsibility,  financial  standing  and  business  of the  proposed
assignee or  subtenant  and payment of such  amount as the  Landlord  reasonably
requires to reimburse it for its time and expense in considering the request for
consent.  Notwithstanding the provisions of subsection (a), within 10 days after
the receipt by the Landlord of such  request for consent and of all  information
which the Landlord shall have requested  hereunder,  the Landlord shall have the
right upon written notice of termination



                                      -21-
<PAGE>

submitted  to the  Tenant,  if the request is to assign this Lease or sublet the
Leased Premises,  to cancel and terminate this Lease as of a termination date to
be stipulated in the notice of termination  which shall be not less than 60 days
or more than 90 days  following  the  giving of such  notice.  In such event the
Tenant shall  surrender the Leased  Premises in  accordance  with such notice of
termination  and rent and additional  rent shall be apportioned  and paid to the
date of surrender.  If such consent  shall be given,  the Tenant shall assign or
sublet,  as the case may be, only upon the terms set out in the offer  submitted
to the  Landlord.  No  assignment or subletting of this Lease shall be effective
unless the assignee or sublessee  shall execute an  assumption  agreement on the
Landlord's  form,  prepared  at the  expense  of the  Tenant,  assuming  all the
obligations  of the Tenant  hereunder.  The Tenant agrees that any consent to an
assignment  or  subletting  of this Lease or Leased  Premises  shall not thereby
release the Tenant of its obligations hereunder.  The consent by the Landlord to
an assignment or  subletting,  if granted,  shall not constitute a waiver of the
necessity for the Tenant to obtain the prior written  consent of the Landlord to
a subsequent assignment or subletting.

Without limitation, the Tenant shall for the purpose of this Lease be considered
to assign or sublet in any case where it  permits  the  Leased  Premises  or any
portion  thereof to be, or the  Leased  Premises  or any  portion  thereof  are,
occupied by persons other than the Tenant,  its employees and others  engaged in
carrying  on the  business  of  the  Tenant,  whether  pursuant  to  assignment,
subletting, parting with or sharing possession, license or other right, or where
any of the foregoing occurs by operation of law.

8.03 Change in Control of Tenant. If the Tenant is a private  corporation and if
by the sale or other  disposition of its shares or securities the control or the
beneficial  ownership of such corporation is changed at any time during the Term
of this Lease,  such  change  shall be deemed to be an  assignment  of the Lease
within the meaning of Section 8.02.  If such control or beneficial  ownership is
changed without the prior written consent of the Landlord,  the Landlord may, at
its option,  treat such change as an event of default and,  without limiting the
Landlord's  other  remedies,  the Landlord may terminate this Lease upon 60 days
notice to the Tenant.

                                    ARTICLE 9
                            FIXTURES AND IMPROVEMENTS

9.01 Installation of Fixtures and  Improvements.  The Tenant will not install or
alter any  Leasehold  Improvements  or trade  fixtures  in the  Leased  Premises
without the Landlord's prior written approval.  All Leasehold Improvements will,
upon  affixation,  become the  property  of the  Landlord  without  compensation
therefor to the Tenant. In installing or altering any Leasehold  Improvements or
trade  fixtures,  the Tenant shall obtain all  required  building and  occupancy
permits and shall not alter or interfere with any installations  which have been
made by the Landlord  without the prior written  approval of the  Landlord.  The
Tenant's request for any approval  hereunder shall be in writing and accompanied
by an adequate  description of the  contemplated  work and,  where  appropriate,
working  drawings.  All work to be  performed  in the Leased  Premises  shall be
performed by competent contractors and subcontractors of whom the Landlord shall
have approved (such approval not to be unreasonably  withheld, but provided that
the Landlord may require that the Landlord's  contractors and  subcontractors be
engaged for any mechanical or electrical  work).  All such work shall be subject
to inspection by and the reasonable  supervision  of the Landlord,  and shall be
performed in accordance with any reasonable conditions or regulations imposed by
the Landlord and completed in a good and  workmanlike  manner in accordance with
the description of the work approved by the Landlord. Should the Landlord supply
and install any leasehold  improvements for the Tenant at the Tenant's cost, the
Tenant shall repay such costs to the Landlord as additional rent.

9.02 Liens and Encumbrances on Fixtures and Improvements. In connection with the
installation or alteration of Leasehold  Improvements and trade fixtures and all
other work or  installations  made by or for the Tenant in the Leased  Premises,
the Tenant  shall  comply  with all the  provisions  of the  Builders'  Lien Act
(British  Columbia) and other statutes from time to time applicable thereto and,
except as to any hold-back,  shall promptly pay all accounts  relating  thereto.
The Tenant will not create any security  interest,  mortgage,  conditional  sale
agreement or other encumbrance in respect of its Leasehold Improvements or trade
fixtures,  permit  any  such  security  interest,  mortgage,   conditional  sale
agreement or other  encumbrance to attach to the Leased Premises,  or permit any
"notice of security  interest" or other  similar  notice to be filed against the
Land or this Lease. If any builders' or other lien for work, labour, services or
materials  supplied to or for the Tenant or for the cost of which the Tenant may
be in any way  liable or  claims  therefor  shall  arise or be filed or any such
security  interest,  mortgage,  conditional sale agreement or other  encumbrance
shall attach,  or any such notice be filed  against the Land or this Lease,  the
Tenant shall within 20 days after  receipt of notice  thereof  discharge it, and
any  certificates  of action  registered  in respect of any lien,  by payment or
giving  security or in such other manner as may be required or permitted by law.
If the Tenant does not do so, the Landlord may in addition to all other remedies
hereunder  avail  itself  of its  remedy  under  Section  13.01 and may make any
payments  required to procure the  discharge of any such liens or  encumbrances.
The  Landlord  shall be entitled to be  reimbursed  by the Tenant as provided in
Section 13.01, and its right to reimbursement  shall not be affected or impaired
if the Tenant  shall then or  subsequently  establish  or claim that any lien or
encumbrance  so  discharged  was without  merit or  excessive  or subject to any
abatement,  set-off or defence.  This section  shall not prevent the Tenant from
mortgaging or encumbering its chattels, furniture or equipment not of the nature
of fixtures.

9.03  Removal of  Fixtures  and  Improvements.  Except to the  extent  otherwise
expressly agreed by the Landlord in writing,  no Leasehold  Improvements,  trade
fixtures,  furniture or equipment shall be removed by the Tenant from the Leased
Premises  either during or at the  expiration or sooner  termination of the Term
except that (1) the Tenant may at the end of the Term remove its trade fixtures,
(2)  the  Tenant  shall  at the end of the  Term  remove  such of its  Leasehold
Improvements and trade fixtures as the Landlord shall require to be removed, and
(3) the Tenant may remove its  furniture  and  equipment at the end of the Term,
and also during the Term in the usual and normal  course of its  business  where
such  furniture or equipment has become excess for the Tenant's  purposes or the
Tenant is substituting  therefor new furniture and equipment.  The Tenant shall,
in the case of every removal either during or at the end of the Term,  make good
any damage caused to the Leased Premises or the Building by the installation and
removal.

                                   ARTICLE 10
                             INSURANCE AND LIABILITY

10.01 Landlord's Insurance. The Landlord shall take out and keep in force during
the Term insurance with respect to the Building.  The insurance to be maintained
by the  Landlord  shall be in respect of perils and in amounts  and on terms and
conditions  which from time to time are  insurable at a  reasonable  premium and
which are normally insured by reasonably prudent owners of properties similar to
the Building.  The perils to be insured  against by the Landlord  shall include,
without limitation, comprehensive general liability, boilers and machinery, fire
and  extended  perils,  and losses  suffered by the  Landlord in its capacity as
Landlord through business interruption.

10.02 Tenant's Insurance. The Tenant shall take out and keep in force during the
Term:

     (a) comprehensive  general public liability (including bodily injury, death
     and property  damage)  insurance on an occurrence basis with respect to the
     business  carried on, in or from the Leased  Premises  and the Tenant's use
     and occupancy



                                      -22-
<PAGE>


     thereof of not less than $2,000,000.00 per occurrence which insurance shall
     include the Landlord as a named  insured and shall  protect the Landlord in
     respect of claims by the Tenant as if the Landlord were separately insured;

     (b) insurance,  for the full  replacement  cost in respect of fire and such
     other perils,  including sprinkler leakage as are from time to time defined
     in  the  usual  extended  coverage   endorsement   covering  the  Leasehold
     Improvements  and  the  Tenant's  trade  fixtures  and  the  furniture  and
     equipment of the Tenant,  and which insurance shall include the Landlord as
     a named  insured as the  Landlord's  interest  may appear  with  respect to
     insured Leasehold Improvements and provide that any proceeds recoverable in
     the  event  of loss to  Leasehold  Improvements  shall  be  payable  to the
     Landlord,  but the Landlord  agrees to make available such proceeds  toward
     the repair or  replacement of the Leasehold  Improvements  if this Lease is
     not terminated pursuant to any other provision hereof; and

     (c) tenant's fire legal liability  insurance in an amount not less than the
     replacement cost of the Leased Premises.

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, shall
provide that such  insurers  shall provide to the Landlord 30 days prior written
notice of cancellation or material  alteration of such terms and shall waive any
right of subrogation  against the Landlord.  The Landlord may require the Tenant
to furnish  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.

10.03  Limitation of Landlord's  Liability.  The Tenant agrees that the Landlord
shall  not be  liable  for any  bodily  injury or death or loss or damage to any
property belonging to the Tenant or its employees, invitees, or licensees or any
other  person in, on or about the  Building  unless  resulting  from the willful
misconduct  or gross  negligence  of the  Landlord,  but in no event  shall  the
Landlord be liable:

     (a) for any damage  other  than  Insured  Damage  which is caused by steam,
     water, rain or snow which may leak into, issue or flow from any part of the
     Building or from the pipes or plumbing works (including sprinklers, if any)
     thereof or from any other  place or quarter or for any damage  caused by or
     attributable  to the  condition  or  arrangement  of any  electric or other
     wiring or for any damage  caused by  anything  done or omitted by any other
     tenant;

     (b) for any act or omission (including theft, malfeasance or negligence) on
     the part of any  contractor  from time to time  employed  by it to  perform
     janitor services,  security  services,  supervision or any other work in or
     about the Leased Premises of the Building;

     (c) for loss or damage,  however caused, to money,  securities,  negotiable
     instruments, paper or other valuables of the Tenant;

     (d) for any damages for personal  discomfort or illness  resulting from the
     operation  or  non-operation  of  the  Building   ventilating   and/or  air
     conditioning  system or of any other equipment or machinery in the Building
     or on the Land, including but not limited to elevators, or the interruption
     of any public utility;

     (e) for any business interruption or loss; or

     (f) for indirect or consequential damages.

10.04 Limitation of Tenant's  Liability.  The Landlord  releases the Tenant from
all claims or liabilities in respect of any damage which is Insured  Damage,  to
the extent of the cost of repairing  such damage,  but not from injury,  loss or
damage which is consequential thereto or which arises therefrom where the Tenant
is negligent or otherwise at fault.

10.05  Indemnity  of  Landlord.  Except as provided in Section  10.04 the Tenant
agrees to indemnify  and save harmless the Landlord in respect of all claims for
bodily injury or death, property damage or other loss or damage arising from the
conduct of any work by or any act or  omission  of the  Tenant or any  assignee,
subtenant, agent, employee,  contractor,  invitee or licensee of the Tenant, and
in respect of all costs,  expenses and  liabilities  incurred by the Landlord in
connection with or arising out of all such claims, including the expenses of any
action or  proceeding  pertaining  thereto,  and in respect  of any loss,  cost,
expense or damage  suffered or incurred by the Landlord  arising from any breach
by the Tenant of any of its covenants  and  obligations  under this Lease.  This
indemnity shall survive the expiration or termination of this Lease.

                                   ARTICLE 11
            SUBORDINATION, ATTORNMENT, REGISTRATION AND CERTIFICATES

11.00 The Tenant agrees with the Landlord that:

11.01 Sale or Financing of Building. The rights of the Landlord under this Lease
may be  mortgaged,  charged,  transferred  or assigned  to a  purchaser  or to a
mortgagee,  or trustee for bond holders and in the event of a sale or of default
by the  Landlord  under any  mortgage,  trust  deed or trust  indenture  and the
purchaser,  mortgagee  or  trustee,  as the  case  may be,  duly  entering  into
possession of the Building or the Leased  Premises,  the Tenant agrees to attorn
to and become the Tenant of such purchaser, mortgagee or trustee under the terms
of this Lease.

11.02  Subordination  and  Attornment.  This  Lease and all rights of the Tenant
hereunder are subject and subordinate to all mortgages,  debentures, trust deeds
or trust indentures now or hereafter  existing which may now or hereafter affect
the Building and to all renewals,  modifications,  consolidations,  replacements
and  extensions  thereof.  Whenever  requested by any mortgagee  (including  any
trustee  under a  debenture,  trust deed or trust  indenture),  the Tenant shall
attorn to such  mortgagee  as the tenant upon all the terms of this  Lease.  The
Tenant agrees to execute promptly whenever  requested by the Landlord or by such
mortgagee an instrument of subordination  or attornment,  as the case may be, as
may be required of it, provided  however that such mortgagee or their respective
successors or assigns in favour of which such  attornment  has been made,  shall
recognize  this  Lease and the  rights of the  Tenant  hereunder  so long as the
Tenant shall not be in default in the performance of its obligations  under this
Lease.

11.03  Registration.  The Tenant  covenants  and agrees with the Landlord not to
register this Lease,  and that the Landlord is not obliged to deliver this Lease
in registrable form.



                                      -23-
<PAGE>

11.04  Certificates.  The Tenant  agrees with the Landlord that the Tenant shall
promptly,  whenever  requested  by the Landlord  from time to time,  execute and
deliver to the  Landlord  (and if required  by the  Landlord,  to any  mortgagee
{including  any  trustee  under a trust  deed or trust  indenture}  or  intended
purchaser  designated by the  Landlord) a certificate  in writing as to the then
status of this Lease, including as to whether it is in full force and effect, is
modified or unmodified, confirming the rental payable hereunder and the state of
the accounts between the Landlord and Tenant,  the existence or non-existence of
defaults,  and any  other  matters  pertaining  to this  Lease as to  which  the
Landlord shall request a certificate.

11.05  Assignment by Landlord.  If the Landlord  sells the Building or a portion
thereof  containing the Leased Premises or assigns this Lease or any interest of
the Landlord  hereunder,  then to the extent that such purchaser or assignee has
assumed the covenants and  obligations of the Landlord  hereunder,  the Landlord
shall,  without  further written  agreement,  be freed and relieved of liability
upon such covenants and obligations.

                                   ARTICLE 12
                  UNAVOIDABLE DELAYS AND ACCEPTANCE OF PAYMENTS

12.01 Unavoidable Delay. Except as herein otherwise  expressly provided,  if and
whenever  and to the extent  that  either the  Landlord  or the Tenant  shall be
prevented, delayed or restricted in the fulfilment of any obligations hereunder,
in respect of the supply or provisions of any service or utility,  the making of
any repair,  the doing of any work or any other thing (other than the payment of
rent or other  moneys  due) by reason of  strikes  or work  stoppages,  or being
unable to obtain any  material,  service,  utility or labour  required to fulfil
such obligations or by reason of any statute,  law or regulation or inability to
obtain any permission from any governmental authority having lawful jurisdiction
preventing,  delaying  or  restricting  such  fulfilment,  or by reason of other
unavoidable  occurrence,  the time for  fulfilment of such  obligation  shall be
extended during the period in which such circumstance operates to prevent, delay
or restrict the fulfilment thereof,  and the other party to this Lease shall not
be entitled  to  compensation  for any  inconvenience,  nuisance  or  discomfort
thereby  occasioned;  but  nevertheless  the  Landlord  will use its  reasonable
efforts to maintain  services  essential to the use and  enjoyment of the Leased
Premises.

12.02 No Admission.  The  acceptance of any rent from or the  performance of any
obligation 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 of the Tenant.

12.03 Part Payment. The acceptance by the Landlord of a part payment of any sums
required to be paid  hereunder  shall not  constitute a waiver or release of the
right of the Landlord to payment in full of such sums.

                                   ARTICLE 13
                   REMEDIES OF LANDLORD'S AND TENANT'S DEFAULT

13.01 Remedying by Landlord, Non-Payment and Interest. In addition to all rights
and remedies  available to the Landlord in the event of any default hereunder by
the  Tenant  either by any other  provisions  of this Lease or by statute or the
general law the Landlord:

     (a) shall  have the right at all times to remedy or  attempt  to remedy any
     default of the Tenant, and in so doing may make any payments due or alleged
     to be due by the  Tenant to third  parties  and may enter  upon the  Leased
     Premises  to do any work or other  things  therein,  and in such  event the
     Tenant shall pay all expenses of the Landlord in remedying or attempting to
     remedy such default forthwith upon demand;

     (b) shall have the same rights and remedies in the event of any non-payment
     by the Tenant of any amounts  payable by the Tenant under any provisions of
     this Lease as in the case of a non-payment of rent; and

     (c) if the Tenant  shall fail to pay any rent or other  amount from time to
     time payable by it to the Landlord  hereunder  promptly when due,  shall be
     entitled,  if it shall  demand it, to interest  thereon at a rate of 5% per
     annum in excess of the Prime Rate published from time to time.

13.02 Remedies  Cumulative.  The Landlord may from time to time resort to any or
all of the  rights  and  remedies  available  to it in the event of any  default
hereunder by the Tenant,  either by any provision of this Lease or by statute or
the general law, all of which rights and remedies are intended to be  cumulative
and not alternative.

13.03 Right of  Re-entry on Default or  Termination.  If and  whenever  the rent
hereby  reserved or other sums  payable by the Tenant or any part  thereof is in
arrears, whether lawfully demanded or not, and the Tenant fails to pay such rent
or other sums within five business  days after the Landlord  shall have given to
the Tenant notice requiring such payment,  or if the Tenant breaches or fails to
observe and  perform any of the  covenants,  agreements,  provisos,  conditions,
rules or regulations and other obligations on the part of the Tenant to be kept,
observed or performed hereunder,  or if this Lease is terminated pursuant to any
provisions  hereof,  or if the Landlord is entitled to terminate  this Lease and
has given notice  terminating it pursuant to any provision  hereof,  then and in
every such case it shall be lawful for the Landlord thereafter to enter into the
Leased Premises to repossess and enjoy as of its former estate.

13.04  Termination and Entry. If and whenever the Landlord  becomes  entitled to
re-enter  upon the  Leased  Premises  under any  provision  of this  Lease,  the
Landlord, in addition to all other rights and remedies,  shall have the right to
terminate  this Lease  forthwith by leaving upon the Leased  Premises  notice in
writing of such termination.

13.05 Payment of Rent, Etc., on Termination.  Upon the giving by the Landlord of
a notice in writing  terminating  this  Lease,  whether  pursuant to this or any
other provision of this Lease,  this Lease shall  terminate,  rent and any other
payments  for which the  Tenant is liable  under  this Lease to the date of such
termination,  shall be computed,  apportioned  and paid in full,  and the Tenant
shall immediately  deliver up possession of the Leased Premises to the Landlord,
and the Landlord may re-enter and take  possession of them, all of the foregoing
being without  prejudice to the Landlord's right to claim damages for losing the
benefit of the Lease over its unexpired term.

13.06 Waiver of Distress.  The Tenant  waives and  renounces  the benefit of any
present or future  statute  taking  away or  limiting  the  Landlord's  right of
distress and covenants and agrees that  notwithstanding any such statute none of
the goods and  chattels of the Tenant on the Leased  Premises at any time during
the Term shall be exempt from levy by distress for rent in arrears.



                                      -24-
<PAGE>

13.07  Re-Letting,  Etc. If the Landlord is entitled to re-enter upon the Leased
Premises under any provision of this Lease, then in addition to all other rights
it may have,  the Landlord  shall have the right as agent of the Tenant to enter
the Leased  Premises and re-let them and as agent of the Tenant for such purpose
to make such  alterations and repairs as are necessary and hire such real estate
agents at such commission and on such terms as the Landlord shall determine. The
costs of such alterations and repairs and any commission or inducement  required
to obtain a tenant on behalf of the Tenant  shall be rent  payable by the Tenant
on  demand  by the  Landlord.  The  Landlord  shall  receive  the rent from such
re-letting  as the agent of the Tenant and may take  possession of any furniture
or other  property  thereon and sell the same at public or private  sale without
notice and apply the proceeds  thereof and any rent derived from  re-letting the
Leased  Premises upon account of the rent due and to become due under this Lease
and the Tenant shall be liable to the Landlord for the deficiency, if any.

13.08 Unclaimed Property.  If the Tenant, upon termination or earlier expiration
of this Lease,  leaves the Leased Premises  without removing all of the Tenant's
chattels and trade fixtures,  such chattels and trade fixtures  remaining on the
Leased  Premises  shall be deemed to be abandoned and the Landlord may,  without
notice to the Tenant,  either  remove the same at the cost of the Tenant or take
the same as the Landlord's  property without  compensation to the Tenant. If the
Landlord removes the chattels and trade fixtures at the cost of the Tenant,  the
Landlord  shall  provide  notice to the Tenant at the last known  address of the
Tenant that the Tenant may claim the chattels and trade fixtures upon payment of
the Landlord's  costs of removal and storage provided that the Tenant claims the
same within  three days of the date of the notice.  Three days after the date of
the notice the Landlord  may dispose of the  chattels and trade  fixtures if not
then  claimed by the Tenant.  Unless the  Landlord  has claimed the chattels and
trade fixtures as its property,  the costs of removal,  storage and  disposition
shall be paid by the Tenant to the Landlord upon demand.  If the Landlord stores
the chattels and trade  fixtures in property of the  Landlord,  the Tenant shall
pay to the  Landlord a storage  fee equal to 5 cents per day per square  foot of
Rentable Area occupied by the chattels and trade fixtures.

                                   ARTICLE 14
                            EVENTS TERMINATING LEASE

14.01  Cancellation  of Insurance.  If any policy of insurance upon the Building
from time to time effected by the Landlord shall be either cancelled or about to
be  cancelled  by the insurer by reason of the use or  occupation  of the Leased
Premises by the Tenant or any  assignee,  subtenant or licensee of the Tenant or
anyone  permitted  by the Tenant to be upon the Leased  Premises  and the Tenant
after  receipt  of  notice  in  writing  from the  Landlord  fails to take  such
immediate steps in respect of such use or occupation as will enable the Landlord
to  reinstate  or avoid  cancellation  of (as the case  may be) such  policy  of
insurance, the Landlord may at its option terminate this Lease.

14.02  Bankruptcy,  Etc. If the Tenant shall make any assignment for the benefit
of  creditors,  become  bankrupt or insolvent or take the benefit of any statute
now or hereafter in force for  bankrupt or insolvent  debtors,  then in any such
case the  Landlord  may at its option  terminate  this Lease and  thereupon,  in
addition to the payment by the Tenant of rent and other  payments  for which the
Tenant is liable  under  this  Lease,  rent for the  current  month and the next
ensuing  three  months'  rent  shall  immediately  become due and be paid by the
Tenant.

14.03  Prohibited  Occupancy,  Etc. In case,  without the written consent of the
Landlord, the Leased Premises shall be used by any persons other than the Tenant
or its  permitted  assigns or  subtenants or for any purpose other than that for
which they were leased, or occupied by any persons whose occupancy is prohibited
by this  Lease,  or if the Leased  Premises  shall be vacated or  abandoned,  or
remain unoccupied for 15 days or more while capable of being occupied, or if the
Term or any of the goods and  chattels of the Tenant shall at any time be seized
in execution or attachment,  or if the Tenant shall make any bulk sale, or (if a
corporation)  shall  take  any  steps  or  suffer  any  order to be made for its
winding-up or other  termination  of its corporate  existence,  then in any such
case the  Landlord  may at its option  terminate  this Lease and  thereupon,  in
addition to the payment by the Tenant of rent and other  payments  for which the
Tenant is liable  under this  Lease (if the  Landlord  has not  elected to claim
damages for losing the benefit of the Lease over its unexpired  term),  rent for
the current  month and the next ensuing  three  months'  rent shall  immediately
become due and be paid by the Tenant.

                                   ARTICLE 15
                                  MISCELLANEOUS

15.01  Notices.  Any notice  required or  contemplated  by any provision of this
Lease  shall be given in  writing,  and if to the  Landlord,  either  mailed  by
prepaid registered mail or delivered to the Landlord at the address specified in
Section 1.01 (a) (ii) or telecopied to the Landlord at the fax number  specified
in such section and if to the Tenant  either  delivered to the Tenant by leaving
it at the Leased Premises or mailed by prepaid  registered mail addressed to the
Tenant at the  Leased  Premises  or  telecopied  to the Tenant at the fax number
specified  in Section  1.01 (b) (ii).  Every such notice shall be deemed to have
been given when delivered or when  telecopied  or, if mailed as aforesaid,  upon
the third day after it was  mailed in Canada,  provided  that,  should  there be
between the time of mailing and receipt of the notice a mail strike, slowdown or
other  labour  dispute  which  might  affect the  delivery of such notice by the
mails,  then such notice  shall only be  effective  if actually  delivered.  The
Landlord  may from time to time by notice in  writing  to the  Tenant  designate
another  address in Canada  and/or  another  fax number as the  address  and fax
number to which  notices are to be mailed,  delivered or  telecopied  to it. The
Tenant  may from time to time by notice in  writing  to the  Landlord  designate
another fax number as the fax number to which  notices are to be  telecopied  to
it.

15.02  Extraneous  Agreements.   The  Tenant  acknowledges  that  there  are  no
covenants,  representations,  warranties,  agreements or conditions expressed or
implied  relating to this Lease or the Leased Premises save as expressly set out
in this Lease and in any  outstanding  agreement to lease in writing between the
Landlord  and the Tenant  pursuant  to which this Lease has been  executed.  All
terms of such  agreement  to lease shall  remain in full force and effect  until
fulfilled,  except to the extent inconsistent with the provisions of this Lease.
In the event of any  inconsistency  between  the  terms of any such  outstanding
agreement to lease and this Lease,  the terms of this Lease shall prevail.  This
Lease may not be  modified  except by an  agreement  in writing  executed by the
Landlord and the Tenant.

15.03  Severability.  Should  any  part of this  Lease be held  invalid  for any
reason,  such  invalidity  shall not affect the validity of the remainder  which
shall  continue in force and effect and be  construed  as if this Lease had been
executed without the invalid portion.

15.04    Time of Essence.  Time shall be of the essence of this Lease.

15.05 Area  Determination.  The  Rentable  Area of any premises  (including  the
Leased Premises) or the Building shall be calculated by the Landlord's architect
or surveyor from time to time appointed for the purpose, whose certificate shall
be conclusive.  The Landlord shall allocate the area of the Service Areas to the
Rentable  Area of the  Leased  Premises  and to the other  leased  and  leasable
premises in



                                      -25-
<PAGE>

the  Building  so as to result in the  Landlord  obtaining  basic rent as if the
whole of the  Building  had been rented to one tenant,  with no  deduction  from
Rentable  Area for recessed  entrances or alcoves,  for columns or  projections,
lobbies or other areas that are Service Areas.

15.06 Successors and Assigns.  This Lease and everything  herein contained shall
enure to the benefit of and be binding  upon the  successors  and assigns of the
Landlord  and  the  heirs,   executors  and  administrators  and  the  permitted
successors and assigns of the Tenant. Reference to the Tenant shall be read with
such changes in gender as may be appropriate,  depending upon whether the Tenant
is a male or female person or a firm or  corporation,  and if the Tenant is more
than one person or entity, the covenants of the Tenant shall be deemed joint and
several.

15.07 Waiver.  No condoning,  excluding or overlooking by the Landlord or Tenant
of any default,  breach or  non-observance  by the Tenant or the Landlord at any
time or times in respect of any covenant,  proviso or condition herein contained
shall operate as a waiver of the Landlord's or the Tenant's rights  hereunder in
respect of any continuing or subsequent default,  breach or non-observance or so
as to  defeat or affect in any way the  rights  of the  Landlord  or the  Tenant
herein in respect of any such continuing or subsequent  default or breach and no
waiver  shall be  inferred  from or implied by  anything  done or omitted by the
Landlord or the Tenant save only express waiver in writing.

15.08 Governing Law. This Lease shall be governed by and construed in accordance
with the laws of the Province of British  Columbia.  The Landlord and the Tenant
agree that all of the  provisions of this Lease are to be construed as covenants
and  agreements as though the words  importing such covenants and agreements are
used in each separate section hereof.

15.09 Captions. The captions of the Table of Contents and the captions appearing
in bold letters in this Lease have been inserted as a matter of convenience  and
for reference  only and in no way define,  limit or enlarge the scope or meaning
of this Lease or of any provision hereof.

                                   ARTICLE 16
                             RENEWAL AND ARBITRATION

16.01  Renewal.  The Landlord  covenants  with the Tenant that if the Tenant has
performed  on a timely  basis and is not in  default in the  performance  of the
covenants,  provisos and agreements herein on the part of the Tenant to be paid,
observed and performed,  the Landlord will at the expiration of the Initial Term
(at the cost of the  Tenant  and  upon  its  written  request  delivered  to the
Landlord not later than six months  before the  expiration  of the Initial Term)
grant to the Tenant a renewal lease of the Leased  Premises for the renewal term
set out in Section  1.01(k) (the  "Renewal  Term")  subject to all the terms and
conditions herein contained,  excepting this right of renewal and excepting that
the annual  Basic Rent and the Parking  Rent for the  Renewal  Term shall be the
prevailing annual rent in the open market then being charged for the best use of
similar  premises  and  parking  rights in Burnaby and  excluding  any rent free
periods or signing bonus,  improvement allowance or other inducement payment for
the Initial Term.  The Landlord and the Tenant agree that the Basic Rent for the
Renewal Term shall be  determined  based on the  assumption  that the Tenant has
already received any signing bonus,  improvement allowance,  rent free period or
other inducement  payment that would be commonly  received by the Tenant for the
Lease in the then current  market  circumstances,  although it is understood and
agreed  between  the  Landlord  and  the  Tenant  that no  such  signing  bonus,
improvement  allowance,  rent free period or other inducement  payment under the
Lease shall in fact be payable.  In  calculating  the annual  Basic Rent for the
Renewal  Term the  Landlord  and the Tenant  agree to take into account that the
Leased Premises include any  improvements  which have been or are hereafter made
to the  Leased  Premises  by any  person.  If by the  date 60 days  prior to the
commencement  of the Renewal  Term the Landlord and Tenant have not agreed as to
the amount of such annual Basic Rent and Parking  Rent,  such  amounts  shall be
determined by arbitration  as provided in Section 16.02.  Until the annual Basic
Rent and Parking Rent have been determined as herein provided,  the Tenant shall
continue to pay the Basic Rent and Parking Rent at the rate payable  before such
commencement and upon such  determination the Landlord and the Tenant shall make
the appropriate  readjustments.  In no event shall the annual Basic Rent and the
Parking Rent for the Renewal Term be less than the annual Basic Rent and Parking
Rent for the final  Lease Year of the prior term  calculated  without  rent free
periods or other inducements.

16.02 Arbitration. If the Landlord and the Tenant have failed to agree as to the
annual  Basic Rent for the Leased  Premises  and as to the Parking  Rent payable
with  respect  to any  portion  of the  Initial  Term or any  renewal  term when
required hereunder, the determination of such annual Basic Rent and Parking Rent
shall be  referred to a single  arbitrator  pursuant  to the  Provisions  of the
Commercial  Arbitration Act of British Columbia. In determining the annual Basic
Rent and Parking  Rent,  the  arbitrator  shall assess the annual Basic Rent and
Parking Rent on the assumption that the Tenant has already  received any signing
bonus, improvement allowance,  rent free period or other inducement payment that
would be  commonly  received  by the  Tenant  for the Lease in the then  current
market circumstances,  although it is understood and agreed between the Landlord
and the Tenant that no such  signing  bonus,  improvement  allowance,  rent free
period or other inducement payment under the Lease shall in fact be payable.  In
calculating  the annual  Basic Rent for any portion of the  Initial  Term or any
renewal term,  the arbitrator  shall take into account that the Leased  Premises
include any  improvements  made prior to the date of the arbitration  hearing to
the Leased Premises by any person.  The annual Basic Rent and Parking Rent shall
not be less than the annual Basic Rent and Parking Rent for the final Lease Year
of the  prior  term  calculated  without  reference  to rent free  periods.  The
determination  made by the  arbitrator  shall  be  final  and  binding  upon the
Landlord and the Tenant, and their respective successors and assigns. Each party
shall pay one-half of the fees and expenses of the arbitrator. The provisions of
this Section shall be determined  to be a submission to  arbitration  within the
provisions of the Commercial Arbitration Act, as amended from time to time.

IN WITNESS  WHEREOF the Landlord and Tenant have  executed  this Lease as of the
day and year first above written.

LANDLORD:                       TONKO-NOVAM MANAGEMENT LTD.
                                As Agent of the Owners

                                s/s Paolo Pela
                                -----------------------------------------------
                                By: Paolo Pela, President




                                      -26-
<PAGE>


TENANT:                         INFOWAVE SOFTWARE, INC.



                                s/s Bijan Sanii
                                -----------------------------------------------
                                By:  Bijan Sanii, Chief Operating Officer
















                                      -27-

<PAGE>


                              SCHEDULE "A" TO LEASE

                                   FLOOR PLAN


























                                      -28-
<PAGE>

                              SCHEDULE "B" TO LEASE

                              RULES AND REGULATIONS

1.   Refuse.

     (a) All trash,  rubbish,  waste material and other garbage shall be kept in
     proper receptacles within the Leased Premises until removal.

     (b) In the event the Landlord considers necessary, or otherwise consents to
     in  writing,  the  placing  of the  Tenant's  garbage  outside  the  Leased
     Premises, such garbage shall be placed by the Tenant in containers approved
     by the Landlord but provided at the Tenant's expense and kept at a location
     designated by the Landlord.

2.   Use of Leased Premises.

     (a) The Tenant shall not mark, drive nails, screw nor drill into walls, nor
     in any way deface the glass, ceilings,  partitions,  floors, wood, stone or
     iron work.  The Tenant shall bear the expense of any breakage,  stoppage or
     damage caused by the Tenant or his servants, agents or employees.

     (b) The doors,  sashes,  windows,  glass doors,  lights and skylights  that
     reflect  or admit  light  into the halls or other  places of the  Building,
     shall not be covered or obstructed.

     (c) The Tenant  shall not hang or suspend from any wall or ceiling or roof,
     or any other part of the Leased  Premises or the Building,  any  equipment,
     fixtures, signs or displays which are not first authorized by the Landlord.

     (d) The  Tenant  will use only  the  Building  standard  window  blinds  as
     determined  by the  Landlord and will not install or permit to be installed
     on or  adjacent  to the  windows in the leased  Premises  any other  window
     covering or shades of any type  whatsoever  whether or not visible from the
     outside of the Building,  including, without limitation,  drapes, curtains,
     blinds or shades.

     (e) The Tenant shall not use in the Leased Premises any machinery which may
     cause any noise or jar or  tremor to the  floors or walls,  or which by its
     weight might injure the floors or walls of the Building.

     (f) The Landlord shall prescribe the maximum  weight,  size and position of
     any safes or pieces of heavy  equipment  used in the  Building.  All damage
     done to the Building by putting in or taking out, or  maintaining  safes or
     pieces of heavy equipment, shall be repaired at the expense of the Tenant.

     (g) The Tenant  shall not move any  furniture,  equipment or fixtures to or
     from their  premises - if such premises are designated for office or retail
     use - during Normal Business  Hours.  The Landlord may authorize in writing
     an  exception  to this  rule in the case of a Tenant  who  wishes to move a
     single piece of furniture, equipment or fixture, and may establish the date
     and time of delivery or pickup.  The Tenant must request permission to move
     furniture,  equipment  or  fixture  in or out of the  Leased  Premises  two
     business  days prior to the move and the  Landlord  will,  at the  Tenant's
     cost, install elevator  protections,  make the necessary  arrangements with
     the electronic security monitoring station and retain a security guard.

     (h) When a Tenant wishes to move any furniture, equipment or fixtures to or
     from their premises, it shall give the Landlord two days notice, specifying
     the desired  delivery or pickup time and the quantity of items to be moved.
     The Landlord will arrange for elevator pads, electronic security bypass and
     a security  guard to attend the move, all at the Tenant's cost. If the move
     is at the end of the term or if the  Tenant  is in  arrears  of  rent,  the
     Landlord may require the  prepayment by the Tenant of the estimated  amount
     of the above described costs.

3.   Electrical Equipment.

     a) Electric  wiring of every kind shall be introduced and connected only as
     directed  by the  Landlord,  and no boring  or  cutting  for wires  will be
     allowed  except  with the  consent of the  Landlord.  The  location  of the
     telephones, call boxes, etc., shall be prescribed by the Landlord.

     b) If the Tenant requires any electrical equipment which might overload the
     electrical  facilities in the Leased  Premises,  the Tenant shall submit to
     the Landlord  plans and  specifications  for works  required to install and
     supply  additional  electrical  facilities  or  equipment  to prevent  such
     overloading,  and shall obtain the Landlord's  written  approval to perform
     such works, which shall meet all the applicable regulations or requirements
     of  any  government  or  other  competent  authority,  the  Association  of
     Insurance  Underwriters and the Landlord's  insurers,  all at the sole cost
     and expense of the Tenant.

4.   Plumbing.  No plumbing  facilities shall be used for any purpose other than
     that for which they were  designed,  and no foreign  substance  of any kind
     shall be thrown  therein,  and the  expense of any  breakage,  stoppage  or
     damage resulting from a violation of this provision by the Tenant or by any
     persons for whom the Tenant is responsible shall be borne by the Tenant. No
     garburators  shall be  installed  by the Tenant  without the prior  written
     approval of the Landlord.

5.   Utilities.

     a) The Tenant  shall not leave open any doors or windows to the exterior of
     the Building which would  adversely  affect the performance of any heating,
     ventilating or air-conditioning equipment in the Building.

     b) Waste and excessive or unusual use of water or electricity  shall not be
     allowed.

6.   Signs, Advertising, Display Window.

     a) The Tenant  shall not erect or install  any  exterior  signs or interior
     window or door signs or  advertising  media or window or door  lettering or
     placards without the prior written consent of Landlord.



                                      -29-
<PAGE>

     b) The Tenant shall not use any  advertising  media that the Landlord shall
     deem objectionable to it or to other tenants, such as, without limiting the
     generality of the foregoing, loudspeakers, phonographs, televisions, public
     address systems, sound amplifiers,  radios,  broadcasts or telecasts within
     the Building in a manner  capable of being heard or seen outside the Leased
     Premises.

     c) The Tenant shall not install any exterior lighting, exterior decorations
     or build any  aerial or mast or make any  change to the store  front of the
     Leased Premises, without the prior written consent of the Landlord.

     d) The Tenant shall keep any display  windows neatly dressed and,  together
     with any other windows,  store fronts and lighted signs in, upon or affixed
     to the Leased  Premises,  illuminated  during such hours as required by the
     Landlord.

     e) Any installation requiring the Landlord's consent which has not received
     such consent shall be subject to immediate  removal  without  notice at the
     Tenant's cost.

7.   Common  Areas.  Neither the Tenant nor the  Tenant's  employees  and agents
     shall solicit  business in the Common Areas nor distribute any handbills or
     other advertising matter. The tenants, their employees, servants, agents or
     patrons shall not loiter in the Common Areas.

8.   Notice of Accident,  Defects. The Tenant shall give immediate notice to the
     Landlord in case of fire or  accident in the Leased  Premises or of defects
     therein or to any fixtures or equipment thereon.

9.   Emergency  Contacts.  The Tenant shall provide the Landlord with the names,
     addresses and telephone  numbers of two authorized  employees of the Tenant
     who may be contacted by the Landlord in the event of an emergency  relative
     to the Leased Premises.

10.  Permits,  Licenses.  The Tenant alone shall be  responsible  for obtaining,
     from the appropriate governmental authority or other regulatory body having
     jurisdiction,  whatever permits,  licenses or approvals as may be necessary
     for the operation of its business.

11.  Tenant's  Work.  Any work to be  performed  in the Leased  Premises  by the
     Tenant or its contractors shall be first approved and then made strictly in
     accordance with the rules and regulations of the Landlord from time to time
     in respect of work by the tenants within the Building.

12.  Keys,  Locks,  Security  Cards.  If the Tenant  requires a new lock for any
     entrance  door or interior door of the Leased  Premises,  new keys for said
     door(s) or new or replacement  electronic  entry cards to the Building,  it
     shall require such new or replacement locks, keys or electronic entry cards
     from the  Landlord.  The  Landlord  will  immediately  process the Tenant's
     request at the Tenant's cost through the  Landlord's  locksmith or security
     contractor.  The Tenant  shall not change any locks in the Leased  Premises
     nor have the locks in the Leased  Premises  changed by anybody  (except the
     Landlord) without the Landlord's  written consent.  Any locks found to have
     been  changed  without  said  consent will be rekeyed at the expense of the
     Tenant.

13.  Animals. Tenants shall not keep or permit to be kept in the Leased Premises
     any cats,  dogs (except  guide dogs for the visually or hearing  impaired),
     birds or other pets or any aquariums or fish tanks.

14.  Further Rules And  Regulations.  For the general benefit and welfare of the
     Building and the tenants  therein,  the  Landlord may amend and  supplement
     these  rules and  regulations  and the same shall be binding on the Tenant.
     The  rules  and  regulations,  as  from  time  to  time  amended,  are  not
     necessarily of uniform  application,  but may be waived in whole or in part
     in respect of other tenants without  affecting either  enforceability  with
     respect to the Tenant and the Leased  Premises,  and may be waived in whole
     or in part with respect to the Leased  Premises  without waiving them as to
     future application to the Leased Premises, and the imposition of such Rules
     and Regulations shall not create or imply any obligation of the Landlord to
     enforce   them  or  create  any   liability   of  the  Landlord  for  their
     non-enforcement.

In the event  the  Tenant is in  violation  of any of the Rules and  Regulations
herein  contained,  the Landlord  may, in its sole  discretion  and after giving
reasonable notice to the Tenant to cease and desist from said violation, levy an
administrative  surcharge on the Tenant, which administrative surcharge shall be
due and payable by the Tenant upon  receipt and  collectible  by the Landlord as
rent.






                                      -30-
<PAGE>

                              SCHEDULE "C" TO LEASE

                                PERMITTED SIGNAGE

So long as the Tenant occupies a minimum  Rentable Area of 35,000 square feet of
office space in the Building  the  Landlord  agrees to rename the Building  "The
Infowave  Building" and subject to the bylaws of the City of Burnaby,  allow the
Tenant  to  erect  signage  on the  north  facade  of the  Building,  as per the
rendering  attached  hereto,  at the Tenant's  costs and in accordance  with the
outstanding  Comprehensive  Sign  Plan  approved  by the  City of  Burnaby.  The
Landlord  shall not install or permit to be installed any "sky-sign" on the east
facade of the Building.

Should the Tenant merge with another  company or change its corporate  name, the
Landlord  shall rename the building as per the new name of the Tenant,  provided
the new name is acceptable to the Landlord, acting reasonably.
























                                      -31-
<PAGE>

                              SCHEDULE "D" TO LEASE

               OPERATING COSTS EXCLUSIONS (metered premises only)



NOT APPLICABLE






























                                      -32-

</TEXT>
</DOCUMENT>
