ASSET PURCHASE AGREEMENT

THIS  AGREEMENT  dated  for  reference  the  6th  day  of  May,  1999.

BETWEEN:

CALLDIRECT ENTERPRISES INC., a company duly incorporated pursuant to the laws of
the Province of British Columbia and having an office at Suite 120, 6165 Highway
17,  Delta,  British  Columbia,  V4K  5B8

(herein  called  the  "Vendor")

                                                               OF THE FIRST PART
AND:

WILLIAM  McGINTY,  businessperson,  of  4351  Arbutus Street, Vancouver, British
Columbia,  V6J  4S4

(herein  called  the  "Principal")

                                                              OF THE SECOND PART

AND:

SUNCOM  TELECOMMUNICATIONS  INC., a company incorporated pursuant to the Federal
laws  of  Canada,  and having an office at 120 North LaSalle Street, Suite 1000,
Chicago,  Illinois,  U.S.A.  60602

(herein  called  the  "Purchaser")

                                                               OF THE THIRD PART

WITNESSES  THAT  WHEREAS:

A.          The  Vendor  carries  on the business of a direct response catalogue
publisher  and  merchandise seller and known as CallDirect Enterprises Inc. (the
"Business")  at  or  about  Suite 120, 6165 Highway 17, Delta, British Columbia;

B.          The  Vendor  has  agreed  to  sell  and  the Purchaser has agreed to
purchase (subject to certain exclusions hereinafter described) all the property,
assets,  and  undertaking  of  the  Business as a going concern on the terms and
conditions  herein  provided;

C.          The  Principal  is a director, officer and shareholder of the Vendor
and  has  a  substantial  proprietary  and  financial  interest  in  the Vendor;

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NOW  THEREFORE  in  consideration  of the premises and the respective covenants,
agreements  representations,  warranties  and  indemnities of the parties herein
contained  and  for  other  good  and  valuable  consideration  (the receipt and
sufficiency  of  which  is  hereby acknowledged) the parties hereto covenant and
agree  as  follows:

1.          DEFINED  TERMS

1.1          For  the  purposes  of this Agreement, unless the context otherwise
requires,  the  following terms shall have the respective meanings set out below
and  grammatical  variations  of  such  terms shall have corresponding meanings:

(a)     "Adjustments"  means  the adjustment of all revenues and expenses of the
Business  and  relating  to  the  Business  Assets  between  the  Vendor and the
Purchaser  as  at  the  Closing Date as calculated in accordance with Clause 5.3
hereof;

(b)     "Assumed  Indebtedness"  means  the aggregate indebtedness of the Vendor
owing  to the creditors as set forth in Schedule "14" hereto which the Purchaser
has  settled  for  no  more  than  CDN$109,000;

(c)     "Audited  Financial Statements" means the audited consolidated financial
statements of the Vendor as at and for the financial years ended August 31, 1998
and  August 31, 1997, including the notes thereto and the report of the Vendor's
auditors  thereon, a copy of which is annexed hereto as Schedule "1" - Financial
Statements;

(d)     "Business"  means  the  business  carried  on  by  the Vendor consisting
primarily  of  a  direct  response  catalogue  publisher and merchandise seller;

(e)     "Business Assets" means all property and assets of the Business of every
kind  and  description  and  wherever  situate,  including, without limiting the
foregoing:

(i)     all  Leased  Property  of  the  Business,

(ii)     all  Equipment  of  the  Business,

(iii)     all  Inventory  of  the  Business,

(iv)     all  right,  title, benefit, and interest under the Material Contracts.

(v)     all  customer  lists,  brochures,  samples,  price  lists,  advertising
material,  production  records,  employee manuals, personnel records, accounting
and  other  books  and  records,  and  all  other  information,  correspondence,
documents,  and  material  relating  to  the  Business,

(vi)     all  right,  title,  and  interest  of  the  Vendor  in  and to all the
Intellectual  Property,

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(vii)     all  permits,  licences,  consents,  authorizations,  and  approvals
pertaining  to  the  Business,

(viii)     all  prepaid  expenses,

(ix)     all  computer  hardware  and  software,  including  all  rights  and/or
licences  and  other  agreements  or  instruments  relating  thereto,  and
(x)     the  Goodwill  of  the  Business.

(f)     "Business Day" means any day other than a Saturday, Sunday, or statutory
holiday  in  either  British  Columbia  or  Alberta, Canada or Illinois, U.S.A.;

(g)     "Closing"  means the completion of the transactions contemplated in this
Asset  Purchase  Agreement;
(h)     "Closing  Date"  means  the  date that is no later than May 15, 1999, or
such  other  date  as  the  Vendor  and  the  Purchaser  may mutually determine;

(i)     "Contract"  means  any  agreement,  indenture,  contract, lease, deed of
trust, license, option, instrument or other commitment, whether written or oral;

(j)     "Encumbrance"  means  any  encumbrance,  lien, charge, hypothec, pledge,
mortgage,  title  retention  agreement, security interest of any nature, adverse
claim, exception, reservation, easement, right of occupation, any matter capable
of  registration  against  title,  option, right of preemption, privilege or any
Contract  to  create  any  of  the  foregoing;

(k)     "Environmental Laws" means all applicable federal, provincial, municipal
and  local  laws,  statutes,  ordinances,  by-laws  and regulations, and orders,
directives  and decisions rendered by any ministry, department or administrative
or regulatory agency relating to the protection of the environment, occupational
health  and safety or the manufacture, processing, distribution, use, treatment,
storage,  disposal,  transport  or  handling  of  any  Hazardous  Substances;

(l)     "Environmental  Permits"  means  all  licences,  permits,  approvals,
consents,  certificates,  registrations  and  other  authorizations  under
Environmental  Laws  required  for  the  operation  of  the  Business;

(m)     "Equipment"  means  all  chattels,  equipment,  fixtures,  furnishings,
machinery, vehicles and supplies used in connection with the Business or situate
upon  the  Real  Property or the Leased Property as at the date hereof including
without limitation the items described in Schedule "3" - Machinery and Equipment
hereto;

(n)     "ETA" means Part IX of the Excise Tax Act (Canada), as amended from time
to  time;

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(o)     "Financial  Statements"  means  the Audited Financial Statements and the
Interim  Financial  Statements;

(p)     "Goodwill"  means  the  goodwill  of  the  Business,  together  with the
exclusive right of the Purchaser to represent itself as carrying on the Business
in  continuation  of  and  in  succession  to  the  Vendor, and the right to the
CallDirect  Enterprises  Inc.  or  any  variation  thereof  as  part  of,  or in
connection  with  the  Business;

(q)     "GST"  means  all  taxes  payable  under the ETA or under any provincial
legislation similar to the ETA, and any reference to a specific provision of the
ETA  or  any  such provincial legislation shall refer to any successor provision
thereto  of  like  or  similar  effect;

(r)     "Hazardous  Substances"  means any pollutants, contaminants, chemical or
industrial  toxic,  or  hazardous  waste  or  substances;

(s)     "Intellectual  Property"  means all registered and unregistered patents,
trade  or brand names, business names, trade-marks, trade-mark registrations and
applications,  copyrights,  drawings,  logos,  designs,  patents  and all patent
rights,  trade secrets, restrictive covenants, processes, technology, registered
user  agreements,  research data, inventions, instruction manuals, formulae, and
other  industrial  or  intellectual  property  respecting  the  Business;

(t)     "Interim  Financial  Statements"  means  the  unaudited  consolidated
financial  statements  of the Vendor as at and for the period ended February 28,
1999,  a  copy  of  which  is  annexed  hereto  as  Schedule  "1";

(u)     "Leased Property" means all the leased real property that is used in the
Business  and  leased  by  the  Vendor,  including, without limitation, the real
property  described  in  Schedule  "2"  -  Leased  Property  hereto;

(v)     "Leases"  means  all  of  the  leases of the Leased Property, whether as
lessor  or  lessee  leased  by  the Vendor as set forth in Schedule "2" - Leased
Property  and  all  leases  of  personal property as described in Schedule "4" -
Material  Contracts  hereto;

(w)     "Licences"  means  all  licences,  permits,  approvals,  consents,
certificates,  registrations  and  authorizations  (whether  governmental,
regulatory, or otherwise) required for the conduct in the ordinary course of the
operations  of  the Business and the uses to which the Business Assets have been
put;

(x)     "Losses"  means,  in  respect  of  any  matter,  all  claims,  demands,
proceedings,  losses,  damages,  liabilities,  deficiencies,  costs and expenses
(including,  without  limitation,  all  legal  and  other  professional fees and
disbursements,  interest,  penalties  and  amounts  paid  in settlement) arising
directly  or  indirectly  as  a  consequence  of  such  matter;

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(y)     "Material  Contracts"  means  all  agreements,  indentures,  contracts,
leases,  deeds  of  trust,  licences, options, instruments or other commitments,
whether  written  or oral, including the benefit of all unfilled orders received
by  the Vendor and forward commitments to purchase made by the Vendor, which the
Vendor  is  entitled  to or possessed of in connection with the Business and the
Business  Assets,  including,  without limitation, all right, title, benefit and
interest  in  respect  of  the  contracts,  leases,  engagements and commitments
described  in  Schedule  "4"  -  Material  Contracts  hereto;

(z)     "Permitted  Encumbrances"  means  any encumbrances or liabilities of the
Vendor  agreed  to  in  writing  by  the Purchaser to be assume pursuant to this
Agreement,  and  as  set  out  in Schedule "8" - Permitted Encumbrances attached
hereto;

(aa)     "Purchase  Price"  means  the aggregate sum payable by the Purchaser to
the  Vendor for the Business Assets, including the sum payable for the Inventory
plus  or  minus  any  Adjustments;

(ab)     "Tax Act" means the Income Tax Act, R.S.C. 1985, Chapter 1 (5th Supp.),
as  amended  from  time  to  time;

1.2          Currency

          Unless  otherwise  indicated, all dollar amounts in this Agreement are
expressed  in  United  States  funds.

1.3          Sections  and  Headings

          The division of this Agreement into Articles, sections and subsections
and  the  insertion  of headings are for convenience of reference only and shall
not  affect  the  interpretation of this Agreement.  Unless otherwise indicated,
any  reference  in this Agreement to an Article, section, subsection or Schedule
refers  to  the  specified Article, section or subsection of or Schedule to this
Agreement.

1.4          Number,  Gender  and  Persons

          In  this  Agreement,  words  importing  the singular number only shall
include  the  plural  and  vice  versa, words importing gender shall include all
genders  and  words  importing  persons shall include individuals, corporations,
partnerships,  associations,  trusts, unincorporated organizations, governmental
bodies  and  other  legal  or  business  entities  of  any  kind  whatsoever.

1.5          Accounting  Principles

          Any  reference  in  this  Agreement  to  generally accepted accounting
principles  refers  to  generally  accepted accounting principles that have been
established  in  Canada,  including  those  approved  from  time  to time by the
Canadian  Institute  of  Chartered  Accountants  or  any successor body thereto.

<PAGE>

1.6          Entire  Agreement

          This  Agreement  constitutes  the entire agreement between the parties
with  respect  to the subject matter hereof and supersedes all prior agreements,
understandings,  negotiations  and  discussions, whether written or oral.  There
are  no  conditions, covenants, agreements, representations, warranties or other
provisions,  express or implied, collateral, statutory or otherwise, relating to
the  subject  matter  hereof  except  as  herein  provided.

1.7          Time  of  Essence

          Time  shall  be  of  the  essence  of  this  Agreement.

1.8          Applicable  Law

          This  Agreement  shall  be  construed,  interpreted  and  enforced  in
accordance  with, and the respective rights and obligations of the parties shall
be  governed  by,  the  laws of the Province of British Columbia and the federal
laws  of  Canada  applicable  therein,  and  each  party  irrevocably  and
unconditionally  submits to the non-exclusive jurisdiction of the courts of such
province  and  all  courts  competent  to  hear  appeals  therefrom.

1.9          Amendments  and  Waivers

          No  amendment  or  waiver  of any provision of this Agreement shall be
binding on either party unless consented to in writing by such party.  No waiver
of  any  provision  of  this  Agreement  shall  constitute a waiver of any other
provision,  nor shall any waiver constitute a continuing waiver unless otherwise
provided.

1.10          Schedules

          The  following  Schedules  are  attached  to  and  form  part  of this
Agreement:  All  terms  defined in the body of this Agreement will have the same
meaning  in  the  Schedule  attached  hereto.

Schedule  1     -     Financial  Statements
Schedule  2     -     Leased  Property
Schedule  3     -     Machinery  and  Equipment
Schedule  4     -     Material  Contracts
Schedule  8     -     Permitted  Encumbrances
Schedule  11     -     Consents
Schedule  14     -     Assumed  Indebtedness

2.          PURCHASE  AND  SALE

2.1          Subject to the terms and conditions of this Agreement, effective as
at the Closing Date, the Vendor will sell, transfer, and assign to the Purchaser
and  the  Purchaser  agrees  to  purchase from the Vendor, free and clear of all
Encumbrances  except  as  may  be  otherwise specifically provided for herein as
Permitted Encumbrances, the Business as a going concern and the Business Assets.

<PAGE>

2.2          Subject to the terms and conditions of this Agreement, effective as
of  the Closing Date, the Purchaser will issue and deliver to the Vendor and the
Vendor  agrees  to  accept  the  Purchase  Shares.

2.3          Except  as  provided  herein  and subject to the provisions of this
Agreement, the purchase and sale of the Business Assets contemplated herein does
not  include  the  assumption  of  contracts  with  any employees or independent
contractors of the Vendor used in connection with the Business.  The Vendor will
at  all  times before and after the Closing remain solely liable for all matters
relating  to  such  employees  and  independent  contractors, including, without
limitation,  all  liabilities  for wages, loans due to employees, severance pay,
holiday  pay, pensions, health, life, disability insurance and other benefits of
any kind, and all remittances payable to applicable governmental authorities, in
respect  of  such  persons  and  the Vendor will at all times prior to and after
Closing  indemnify  and save harmless the Purchaser from and against any and all
such  liabilities.

2.4          All  quotations  for  the sale or purchase of Inventory or supplies
made  or received by the Vendor and not confirmed to contractual commitment will
be  deemed  to  be  assigned  to  the  Purchaser  at the Closing to be accepted,
confirmed or withdrawn or otherwise acted upon by the Purchaser in its own name,
for  its  own  account  and  in  accordance  with  its  own  business  judgment.

3.          PURCHASE  PRICE  AND  ALLOCATION

3.1          The  Purchase  Price payable by the Purchaser to the Vendor for the
Business  Assets will be 1,200,000 common shares in the capital of the Purchaser
(the  "Purchase  Shares")  issued  at  a  deemed price of $0.50 (CDN) per common
share,  plus  the assumption of liabilities as set forth in Schedule "14" hereto
which  the  Purchaser  has  settled  for  no  more  than  CDN$109,000.

4.          PAYMENT  OF  THE  PURCHASE  PRICE

4.1          On  the  Closing Date, the Purchaser will deliver to the Vendor the
Purchase  Shares,  free and clear of all Encumbrances, in full and final payment
of the Purchase Price.  The Purchaser agrees to assume debt of the Vendor as set
forth  in  Schedule "14" hereto which the Purchaser has settled for no more than
CDN$109,000 (the "Assumption") and the Vendor hereby acknowledges the Assumption
as  full  and  final  payment  of  up  to  CDN$109,000  of  the  Purchase Price.

4.2          The  Vendor  acknowledges  that  the  Purchase Shares have not been
registered  under  the United States Securities Act of 1933 (the "1933 Act"), or
under any state securities or "blue sky" laws of any state of the United States,
and, unless so registered, may not be offered or sold in the United States or to
U.S.  persons,  except  pursuant  to  an exemption from, or in a transaction not
subject  to,  the registration requirements of the 1933 Act.  The Vendor further
acknowledges  that the Purchase Shares will be subject in the United States to a
one (1) year hold period (the "Hold Period"); however, the Purchaser agrees that
it  will  add registration of the Purchase Shares to any other registration that
it  may  file with the Securities and Exchange Commission (the "SEC") during the
Hold  Period.  The  Vendor  acknowledges  that  the  only trading market for the
Purchaser's  common  shares  is  in  the  U.S.

<PAGE>

4.3          Within  ten  (10) days of the Closing Date, the Vendor will deposit
the  Purchase  Shares  into  a brokerage account (the "Account") to which Dennis
Sinclair,  or  another  representative  of  the Purchaser, and the Principal, or
another  representative  of  the  Vendor,  are  joint  authorized  signatories.

4.4          During  the period the Purchase Shares are held in the Account, the
Vendor  hereby  acknowledges and agrees that the Purchaser shall have a right of
set-off  against  any  or all of the Purchase Shares held in the Account for any
and  all  debts,  obligations,  and  liabilities,  whether  accrued,  absolute,
contingent,  or  otherwise,  existing  at  the  time  of Closing, respecting the
Business  or  the  Business  Assets  for  which  the  Purchaser  becomes liable.

4.5          Subject  to  compliance  with  all applicable laws and the terms of
clause  4.4,  the  Vendor  hereby  agrees:

(a)     to sell, over a period of one year, after the Hold Period has expired or
the Purchase Shares have been registered with the SEC, whichever is earlier, the
Purchase  Shares  in an orderly fashion with no more than 50,000 Purchase Shares
to  be  sold  in  any  one  week;  and

(b)     to  distribute,  within thirty (30) days of the sale of all the Purchase
Shares,  as  a dividend all net proceeds from the sale of the Purchase Shares to
the  shareholders  of  CallDirect  Capital  Corp.

4.6          The  Vendor acknowledges that it is aware that the Purchaser is not
a  "reporting  issuer"  as  defined  in  the  Securities  Act (Alberta) and as a
consequence the Purchase Shares are restricted from transfer within the Province
of  Alberta  indefinitely  or  for  a  period  of  twelve  (12) months after the
Purchaser  becomes  a  "reporting  issuer"  in  Alberta.

4.7          The  Vendor acknowledges that it is aware that the Purchaser has no
obligation or present intention of becoming a "reporting issuer" in the Province
of  Alberta.

5.          CLOSING,  POSSESSION,  AND  ADJUSTMENTS

5.1          The  Closing  will  take  place  by  the  exchange  of  appropriate
solicitors'  undertakings,  or  at  such  other  place, date, and time as may be
mutually  agreed  upon  by  the  parties hereto, but no later than May 15, 1999.

5.2          The Vendor will deliver possession of the Business Assets, free and
clear  of  any encumbrances, except the Permitted Encumbrances, and of any other
claim  to  possession  and  any tenancies, to the Purchaser on the Closing Date.

5.3          All  revenues  and  expenses  of  the  Business and relating to the
Business  Assets will be adjusted between the Vendor and the Purchaser as at the
commencement  of  business  on the Closing Date to the effect that in respect of
any  period  before  that time the Vendor will bear all expenses and receive all
revenues  relating  to  the  Business  and the Business Assets and that from and
after  said  time  the Purchaser will bear all expenses and receive all revenues
relating  to  the  Business  and  the  Business  Assets.

<PAGE>

6.          ASSUMPTION  OF  LIABILITY

6.1          It  is  understood  and agreed that from and after the Closing Date
the  Purchaser  will assume, pay, discharge and satisfy the Assumed Indebtedness
of  the  Vendor  to  the  creditors  described  in  Schedule  "14"  -  Assumed
Indebtedness,  and that at the Closing the Vendor and the Purchaser will execute
and  deliver  an  Assumption Agreement whereby the Purchaser covenants to assume
and  pay  the Assumed Indebtedness and to indemnify and save harmless the Vendor
in  respect  thereof.

6.2          Subject  to  the provisions of this Agreement, the Purchaser agrees
to  assume,  pay,  satisfy,  discharge,  perform  and fulfil, from and after the
Closing  Date,  all obligations and liabilities of the Business arising from and
after  the  Closing  Date  the  Material  Contracts  described  in Schedule "4".

6.3          Except  as  provided  for in Article 5, the Vendor hereby bargains,
sells,  assigns,  transfers  and  sets over unto the Purchaser all right, title,
benefit and interest which the Vendor is entitled to or possessed of, in, to, or
under  all contracts, engagements and commitments respecting the Business or the
Business  Assets  to  have  and  to  hold  unto  the  Purchaser  forever.

6.4          The  Vendor  and  the Purchaser agree that in respect of any of the
Material Contracts which are not assignable by the terms hereof or in respect of
which  any  consent  or  approval  is  required,  the  right, title, benefit and
interest  of  the  Vendor  therein  will  be held by the Vendor in trust for the
Purchaser  and  will  be  performed  by the Purchaser in the name of the Vendor.

6.5          Both  before  and  after  the  Closing  Date,  the  Vendor  and the
Purchaser  will  make all reasonable efforts to obtain the release of the Vendor
and  as  may  be applicable the principals of the Vendor of their obligations in
respect  of  the  Assumed  Indebtedness  and the Material Contracts, and without
limiting the generality of Clause 18.1 the Vendor and the Purchaser will execute
and deliver such documents and instruments and do such acts and things as may be
required  for  said  purposes.

6.6          Without  in  any way limiting Clause 9.3, 10.4, the Purchaser shall
not  assume,  and the Vendor shall be solely responsible for and shall indemnify
and hold harmless the Purchaser from and against, all product liability, product
warranty,  intellectual  property infringement, and other claims and obligations
respecting  products manufactured or sold and services rendered by the Vendor in
connection  with  the Business, any and all obligations payable to or related to
any  past  or present employees of the Vendor and any and all indebtedness of or
related  to  the  Business.  The  Purchaser may satisfy any such obligations not
assumed  by  it where it is required to do so by law or by order of any court or
regulatory  authority having jurisdiction over it or where it determines in good
faith  to  do  so  for  valid  business  reasons  and  to not do so would in the
Purchaser's opinion, acting reasonably, materially adversely affect the Business
and  ,  in  any  such  case,  the Vendor shall reimburse the Purchaser forthwith
following  demand  for  all  expenses  incurred  by  the Purchaser in connection

<PAGE>

therewith  including  all  legal  and other professional fees and disbursements,
interest,  penalties  and  other  amounts.

7.          REPRESENTATIONS  AND  WARRANTIES  OF  THE  VENDOR

7.1          The  Vendor  represents  and  warrants  to  the Purchaser, with the
intent  that the Purchaser will rely thereon in entering into this Agreement and
in  concluding  the  transactions  contemplated  hereby,  that:

(a)     the  Vendor is a corporation duly incorporated, validly existing, and in
good  standing under the laws of British Columbia, and has the power, authority,
and  capacity  to carry on the Business as presently conducted and to enter into
this  Agreement  and  carry  out  its  terms;

(b)     the  execution  and delivery of this Agreement and the completion of the
transaction  contemplated  hereby  have  been duly and validly authorized by all
necessary  corporate  action  on  the  part  of  the  Vendor, and this Agreement
constitutes a valid and binding obligation of the Vendor enforceable against the
Vendor  in  accordance  with  its  terms;

(c)     the  Vendor is not a party to any lease or agreement to lease in respect
of  any  real  property,  whether  as  lessor  or  lessee, other than the Leases
described  in Schedule "2" - Leased Property.  Schedule "2" sets out the parties
to  each  of  the  leases  of  the Leased Property, their dates of execution and
expiry  dates,  any options to renew, the locations of leased lands and premises
and  the  rent  payable  thereunder.  Except  as  described in Schedule "2", the
Vendor  occupies  the  Leased Property and has the exclusive right to occupy and
use  the  Leased  Property;

(d)     each  of  the  Leases  of  both  real  and  personal property is in good
standing  and  in  full  force  and effect, and neither the Vendor nor any other
party  thereto is in material breach of any covenants, conditions or obligations
contained  therein.  The  Vendor  has provided a true and complete of each Lease
and  all  amendments  thereto  to  the  Purchaser.

(e)     except  as  will  be  remedied by the consents, approvals, releases, and
discharges  described  in Schedule "11" - Consents hereto, neither the execution
and  delivery  of this Agreement nor the performance of the Vendor's obligations
hereunder  will:

(i)     violate  or  constitute default under the constating documents, by-laws,
or  articles  of the Vendor, any order, decree, judgment, statute, by-law, rule,
regulation,  or restriction applicable to the Vendor, the Business or any of the
Business  Assets, or any contract, agreement, instrument, covenant, mortgage, or
security,  including  in  particular  the  Material  Contracts,

(ii)     give  any  person  the right to terminate or cancel any of the Material
Contracts,

<PAGE>

(iii)     result  in any material fees, duties, taxes, assessments, penalties or
other amounts becoming due or payable and for which the Purchaser may be liable,
other  than  such  as  may  become  payable under the Social Services Tax Act of
British  Columbia  and  the  Tax  Act,

(iv)     give rise to acceleration of the time for payment of any moneys payable
or  for  the  performance  of  any obligation to be performed under the Material
Contracts,

(v)     give rise to the creation or imposition of any Encumbrance on any of the
Business  Assets,  or

(vi)     any  licence,  permit,  approval,  consent or authorization held by the
Vendor  or  necessary  to  the  operation  of  the  Business;

(f)     the  Vendor  owns and possesses and has good and marketable title to the
Business  Assets  free  and  clear  of all Encumbrances of every kind and nature
whatsoever  except  as  disclosed  in  Schedule  "8"  -  Permitted Encumbrances;

(g)     except as otherwise disclosed in Schedule "3" - Machinery and Equipment,
and  reasonable  wear and tear excepted, the Business Assets are in good working
order  and  in  a functional state of repair and to the best of the knowledge of
the  Vendor  there  are  no  latent  defects  thereto;

(h)     the  Business Assets comprise all property and assets used by the Vendor
in  connection  with  the  Business;

(i)     except as disclosed in Schedule "8" - Permitted Encumbrances, the Vendor
does  not have any indebtedness which might by operation of law or otherwise now
or  hereafter  constitute  an  Encumbrance  upon  any  of  the  Business Assets;

(j)     no  person other than the Purchaser has any written or oral agreement or
option  or  any  right  or privilege (whether by law, preemptive or contractual)
capable  of becoming an agreement or option for the purchase or acquisition from
the Vendor of any of the Business Assets, other than pursuant to purchase orders
accepted  by  the  Vendor  in  the  ordinary  course  of  the  Business;

(k)     the  Vendor  is  not  the  beneficial or registered owner of and has not
agreed  to  acquire any real property or any interest in any real property.  The
Vendor  has  the  exclusive  right  to  possess, use and occupy and has good and
marketable  title  to  all  the  Leased  Property.  All  buildings,  structures,
improvements  and  appurtenances  situated  on  the  Leased Property are in good
operating  condition  and  in  a  state  of  good maintenance and repair and are
adequate  and suitable for the purposes for which they are currently being used,
and  the  Vendor  has adequate rights of ingress and egress for the operation of
the  Business  in  the  ordinary  course.  None  of  such buildings, structures,
improvements  or  appurtenances (or any equipment therein), nor the operation or
maintenance  thereof,  violates any restrictive covenant or any provision of any
federal, provincial or municipal law, ordinance, rule or regulation of which the
Vendor  is  aware,  or  encroaches  on  any  property  owned by others.  Without
limiting  the  generality  of  the  foregoing:

<PAGE>

(i)     to  the best of the Vendor's knowledge, the Leased Property, the current
uses  thereof  and  the  conduct  of  the  Business comply with all regulations,
statutes,  enactments,  laws  and  by-laws, including, without limitation, those
dealing  with  zoning,  parking,  access,  loading facilities, landscaped areas,
building construction, fire and public health and safety and Environmental Laws,

(ii)     no  alteration,  repair,  improvement  or  other work has been ordered,
directed or requested in writing to be done or performed to or in respect of the
Leased  Property  or to any of the plumbing, heating, elevating, water, drainage
or  electrical  systems, fixtures or works by any municipal, provincial or other
competent authority, which alteration, repair, improvement or other work has not
been  completed,  and  the  Vendor  knows of no written notification having been
given  to  it of any such outstanding work being ordered, directed or requested,
other  than  those  that  have  been  complied  with,

(iii)     all  accounts  for work and services performed and materials placed or
furnished upon or in respect of the Leased Property at the request of the Vendor
have  been  fully  paid and satisfied, and no person is entitled to claim a lien
under  any  builders' lien or similar legislation against the Leased Property or
any  part  thereof,  other than current accounts in respect of which the payment
due  date  has  not  yet  passed,

(iv)     there  is nothing owing in respect of the Leased Property by the Vendor
to any municipal corporation or to any other corporation or commission owning or
operating  a public utility for water, gas, electrical power or energy, steam or
hot  water,  or  for  the use thereof, other than current accounts in respect of
which  the  payment  due  date  has  not  yet  passed,

(v)     no  part  of  the  Leased Property has been taken or expropriated by any
federal,  provincial, municipal or other competent authority, nor has any notice
or  proceeding  in  respect  thereof  been  given  or  commenced,

(vi)     the  Permitted  Encumbrances  constitute  all  of  the  Encumbrances,
agreements,  indentures  and  other  matters  that  affect  the Leased Property,

(vii)     the  Leased  Property  (including  all  buildings,  improvements  and
fixtures)  is  fit  for its present use, and there are no material or structural
repairs  or  replacements  that are necessary or advisable and, without limiting
the  foregoing,  there  are  no  repairs to, or replacements of, the roof or the
mechanical,  electrical,  heating,  ventilating,  air-conditioning,  plumbing or
drainage  equipment  or systems that are necessary or advisable; and none of the

<PAGE>

Leased Property is not currently undergoing any alteration or renovation nor are
any  such  alterations  or  renovations  contemplated,  and

(viii)     the  Leased  Property  is  fully  serviced and has suitable access to
public  roads, and the Vendor is not aware of any outstanding levies, charges or
fees  assessed  against  the  Leased Property by any public authority (including
development  or  improvement  levies,  charges  or  fees);

(l)     except  as otherwise provided herein, Schedule "4" - Material Contracts,
discloses  all contracts, engagements, and commitments, whether oral or written,
relating  to  the  Business  or  the  Business  Assets  including  in particular
contracts,  engagements,  and  commitments:

(i)     out  of  the  ordinary  course  of  Business,

(ii)     which  entail the payment of in excess of $3,000.00 during any one year
period,

(iii)     respecting ownership of or title to any interest or claim in or to any
real  or  personal  property  making  up  the  Business  Assets,

(iv)     respecting  Intellectual  Property,

(v)     respecting  any  agreement  of  guarantee,  support,  indemnification,
assumption  or  endorsement  of,  or any similar commitment with respect to, the
obligations, liabilities (whether accrued, absolute, contingent or otherwise) or
indebtedness  of  any other person except for cheques endorsed for collection in
the  ordinary  course  of  the  Business,

(vi)     any  trust  indenture,  mortgage,  promissory  note,  loan  agreement,
guarantee or other contracts for the borrowing of money or a leasing transaction
of  the  type  required  to be capitalized in accordance with generally accepted
accounting  principles,

(vii)     any  contracts  for capital expenditures in excess of $1,000.00 in the
aggregate,

(viii)     any contract for the sale of any assets other than sales of inventory
to  customers  in  the  ordinary  course  of  the  Business,

(ix)     any contract pursuant to which the Vendor is a lessor of any machinery,
equipment,  motor  vehicles, furniture, fixtures or other personal property of a
material  nature,

(x)     any  confidentiality,  secrecy  or non-disclosure contract, (whether the
Vendor  is  a beneficiary or obligant thereunder) relating to any proprietary or
confidential  information  or  any  non-competition  or  similar  contract,

<PAGE>

(m)     Schedule  "4"  -  Material  Contracts, contains an accurate and complete
description  of  all  material particulars respecting the Material Contracts and
except  as  disclosed  in  said  Schedule:

(i)     there has not been any default in any obligation or liability in respect
of  said contracts, engagements, or commitments by the Vendor and the Vendor has
performed  all of the obligations required to be performed by it and is entitled
to  all  benefits  under  the  Material  Contracts,

(ii)     there  has  not been any amendment, modification, variation, surrender,
or  release  of  said  contracts,  engagements,  and  commitments,  and

(iii)     each  of  said  contracts,  engagements,  and  commitments  is in good
standing  and  in  full force and effect and the Vendor has performed all of the
obligations  required  to  be  performed  by  it and is entitled to all benefits
thereunder,  and  is not in default or, to the Vendor's knowledge, alleged to be
in  default  in  respect  of  any  Material  Contract  or  any  other Contracts,
engagements  or  commitments provided for in this Agreement, to which the Vendor
is  a  party  or  by  which  it  is  bound;

(n)     Schedule  "14" - Assumed Indebtedness, contains an accurate and complete
description  of  all  material  particulars  respecting the Assumed Indebtedness
including  the  amounts  thereof as at the dates therein specified (or where the
exact  amount cannot be obtained, reasonably accurate estimates thereof) and the
material  terms  of  the  settlement  of  such  indebtedness  by  the Purchaser;

(o)     the  value of the Inventory as at the Closing Date will not be less than
$40,000  and  will  not  exceed  $60,000;

(p)     the  amount  of  Assumed  Indebtedness  as  at the Closing Date will not
exceed  the  amount  set  out  in  Schedule  14  hereto;

(q)     all  Licences  required  for  the  conduct in the ordinary course of the
operations  of  the Business and the uses to which the Business Assets have been
put have been obtained and are in good standing and such conduct and uses are in
compliance  with  such  licences and permits and with all laws, zoning and other
bylaws,  building  and  other  restrictions,  rules, regulations, and ordinances
applicable to the Business and the Business Assets and neither the execution and
delivery  of  this  Agreement nor the completion of the purchase and sale hereby
contemplated  will  give  any  person  the right to terminate or cancel the said
licenses  or  permits  or  affect  such  compliance;

(r)     there  are  no  actions, suits, proceedings, investigations, complaints,
orders,  directives,  or  notices  of  defect or non-compliance by or before any
court,  governmental  or  domestic  commission,  department, board, tribunal, or
authority,  or administrative, licensing, or regulatory agency, body, or officer
issued,  pending, or to the best of the Vendor's knowledge threatened against or
affecting  the  Vendor  which  would  affect the Business or any of the Business
Assets  or  the  Vendor's  interest  therein;

<PAGE>

(s)     the Financial Statements of the Vendor attached hereto as Schedule "1" -
Financial  Statements,  were  prepared  in  accordance  with  generally accepted
accounting  principles consistently applied and are true and correct and present
fairly  and  completely  the  assets,  liabilities  (whether  accrued, absolute,
contingent  or  otherwise),  and  the  financial condition of the Vendor and the
results  of the operation of the Business for the periods reported thereby.  The
financial  position  and condition of the Vendor is now at least as good as that
shown  on  or  reflected  in  the  interim  financial statements provided to the
Purchaser;

(t)     all  outstanding  commitments  by  or  on  behalf  of the Vendor for the
purchase  or  sale  of  inventory and supplies have been made in accordance with
established  price  lists of the Vendor or its suppliers or if otherwise then in
accordance  with  the  Vendor's  normal  business  custom  in varying therefrom;

(u)     the books and records of the Vendor present fairly and completely in all
material  respects,  in  accordance with generally accepted accounting practices
consistently  applied,  the  matters  which  said  books  and records purport to
present,  and  all material financial transactions of the Vendor relating to the
Business  have  been  accurately  recorded  in  said  books  and  records;

(v)     there  is  no requirement of the Vendor or for the benefit of the Vendor
to  make  any  filing with, give any notice to or to obtain any licence, permit,
certificate,  registration,  authorization,  consent  or  approval  of,  any
governmental  or  regulatory authority as a condition to the lawful consummation
of  the  transactions  contemplated  by  this Agreement, except for the filings,
notifications,  licences,  permits,  certificates,  registrations,  consents and
approvals  described  in  Schedule "11" - Consents, or that relate solely to the
identity  of  the  Purchaser  or  the  nature  of any business carried on by the
Purchaser.  There  is no requirement under any Material Contract relating to the
Business or the Business Assets to which the Vendor is a party or by which it is
bound  to give any notice to, or to obtain the consent or approval of, any party
to  such agreement, instrument or commitment relating to the consummation of the
transactions  contemplated  by  this  Agreement  except  for  the notifications,
consents  and  approvals  described  in  Schedule  "11"  -  Consents;

(w)     since  February  5,  1999,  the Business has been carried on only in the
ordinary  and  normal  course consistent with past practices and since such date
there  has  not  been:

(i)     any  change,  event,  or  circumstance  which would materially adversely
affect  the  affairs,  assets,  liabilities,  earnings, prospects, operation, or
condition  of  the  Business,

<PAGE>

(ii)     any  loss, damage, or destruction, whether or not covered by insurance,
which  would  materially adversely affect the affairs, prospects, operations, or
condition  of  the  Business  or  the  Business  Assets,

(iii)     any  material  increase  in the compensation or benefits payable or to
become  payable  by  the Vendor to any of its officers, directors, employees, or
agents,

(iv)     any  obligation  or liability (whether absolute, accrued, contingent or
otherwise and whether due or to become due) incurred by the Vendor in connection
with  the  Business, other than those incurred in the ordinary and normal course
of  the  Business  and  consistent  with  past  practice,

(v)     any  licence,  sale, assignment, transfer, disposition, pledge, mortgage
of  granting  of  a security interest or other Encumbrance on or over any of the
Business  Assets, other than sales of inventory to customers in the ordinary and
normal  course  of  the  Business,

(vi)     any  capital  expenditures  or  commitments relating to the Business or
Business  Assets  in  excess  of  $3,000.00,

(vii)     any  cancellation of any debts or claims or any amendment, termination
or  waiver of any rights of value to the Business in amounts exceeding $1,000.00
in  each  instance  or  $5,000.00  in  the  aggregate,

(viii)     any change in the accounting or tax practices followed by the Vendor;

(x)     the Vendor is not a non-resident of Canada within the meaning of the Tax
Act;

(y)     the  Vendor has duly filed on a timely basis all tax returns and reports
required  to  be  filed  by  it  including all federal and provincial income tax
returns  and  has  paid all taxes that are due and payable, and all assessments,
re-assessments,  governmental  charges,  penalties,  interest  and fines due and
payable by it prior to the Closing Date.  The Vendor has made adequate provision
for  taxes  payable  in  respect  of the Business for the current period and any
previous  period  for  which  tax returns are not yet required to be filed.  The
Vendor has remitted to the appropriate tax authority, when required by law to do
so,  all  amounts  collected  by  it  on  account  of  GST;

(z)     all  required  tax  returns  have  been filed and are true, complete and
correct,  and  all  taxes  and  other  government  charges including all income,
excise,  sales,  business  and  property  taxes  and  other  rates,  charges,
assessments, levies, duties, taxes, contributions, fees and licenses required to
be  paid have been paid for all periods prior to the Closing Date and the Vendor
does  not  have  any  deferred  tax  liability except as expressly stated in the
Financial  Statements;

(aa)     there are no agreements, waivers or other arrangements providing for an
extension  of time with respect to the filing of any tax return by or payment of
any  tax,  governmental charge or deficiency by the Vendor, and to the knowledge

<PAGE>

of the Vendor there are no contingent tax liabilities or any grounds which would
prompt  a reassessment, including aggressive treatment of income and expenses in
filing  earlier  tax  returns;

(ab)     the  Vendor,  in  respect  of the Business and the Business Assets, has
been  and  is  in  compliance  with  all  Environmental  Laws;

(ac)     the  Vendor has obtained all Environmental Permits.  Each Environmental
Permit  is  valid,  subsisting  and  in  good standing, and the Vendor is not in
default  or  breach  of any Environmental Permit and no proceeding is pending or
threatened  to  revoke  or  limit  any  Environmental  Permit;

(ad)     the  Vendor, in connection with the Business, has not used or permitted
to  be  used,  except  in  compliance  with  all  Environmental Laws, any of its
property  (including  any  of  the  Leased  Property) or facilities to generate,
manufacture,  process,  distribute,  use, treat, store, dispose of, transport or
handle  any  Hazardous  Substance;

(ae)     the  Vendor  has  never  received  any notice of or been prosecuted for
non-compliance  with  any  Environmental  Laws,  nor  has the Vendor settled any
allegation  of  non-compliance  short  of  prosecution.  There  are no orders or
directions  relating  to  environmental  matters  requiring any work, repairs or
construction  or capital expenditures to be made with respect to the Business or
the  Business  Assets,  nor  has  the Vendor received notice of any of the same;

(af)     the  Vendor has not caused or permitted, nor does it have any knowledge
of, the release, in any manner whatsoever, of any Hazardous Substance on or from
any  of its properties or assets (including any of the Leased Property) utilized
in  the Business, or any such release on or from a facility owned or operated by
third  parties,  but  with  respect  to  which the Vendor in connection with the
Business  is  or  may  reasonably  be  alleged to have liability.  All Hazardous
Substances and all other wastes and other materials and substances used in whole
or  in  part by the Vendor in connection with the Business or resulting from the
Business  have  been  disposed  of,  treated  and  stored in compliance with all
Environmental  Laws;

(ag)     the  Vendor  has not received any notice that the Vendor is potentially
responsible  for  a  federal,  provincial,  municipal  or local clean-up site or
corrective  action under any Environmental Laws in connection with the Business.
The  Vendor,  in  connection with the Business, has not received any request for
information  in  connection  with  any  federal,  provincial, municipal or local
inquiries  as  to  disposal  sites;

(ah)     the  Vendor  has delivered to the Purchaser a true and complete copy of
all environmental audits, evaluations, assessments, studies or tests relating to
the  Business  or  Business  Assets  of  which  it  is  aware;

<PAGE>

(ai)     (i)     the  Intellectual  Property comprises all intellectual property
assets  necessary  to  conduct  the  Business,

(ii)     the  Vendor  is  the  legal  and  beneficial  owner of the Intellectual
Property,  free and clear of all Encumbrances, and is not a party to or bound by
any  contract  or  any  other  obligation  whatsoever that limits or impairs its
ability  to  sell,  transfer,  assign  or convey, or that otherwise affects, the
Intellectual  Property,

(iii)     no person other than the Purchaser has been granted any interest in or
right  to  use  all  or  any  portion  of  the  Intellectual  Property,

(iv)     to  the  Vendor's  knowledge, the Vendor's use, sale and licence of the
Intellectual Property and the conduct of the Business does not infringe upon, or
induce  or  contribute to the infringement of, the intellectual property rights,
domestic  or  foreign,  of  any  other  person,

(v)     the Vendor is not aware of any claim of infringement (or the inducing of
or  contribution to the infringement) of any intellectual property rights of any
other  person  arising  from  the  use  of the Intellectual Property nor has the
Vendor  received  any notice that the conduct of the Business, including the use
of  the  Intellectual  Property,  infringes  upon  or  breaches any intellectual
property  rights  of  any  other  person.  The  Vendor  has  no knowledge of any
infringement  or  violation  by any third party of any of the Vendor's rights in
the  Intellectual  Property,

(vi)     the  Vendor  is  not aware of any fact, reason, action or inaction that
adversely  affects  the  scope,  validity  or  enforceability  of  any  of  the
Intellectual  Property;

(vii)     the  Vendor has provided the Purchaser a true and complete copy of all
contracts,  applications  (including  prosecution  history),  registrations  and
amendments  thereto  that  comprise  or relate to the Intellectual Property, and

(viii)     no  funding  used  in  the  research,  development and testing of the
Intellectual  Property  inventory  originated  from a governmental source of any
other  person  outside  of  the  Vendor;

(aj)     the  Vendor  has  the Business Assets insured against loss or damage by
all  insurable  hazards  or risks on a replacement cost basis and such insurance
coverage will be continued in full force and effect to and including the Closing
Date.  The  Vendor  is  not  in  default  with  respect to any of the provisions
contained  in any such insurance policy and has not failed to give any notice or
present  any  claim  under any such insurance policy, in due and timely fashion.
The  Vendor  has  provided or will provide upon request a true copy of each such
insurance  policy  to  the  Purchaser;

<PAGE>

(ak)     to  the  best  of  the  Vendor's  knowledge,  no  officer,  director or
shareholder of the Vendor and no entity that is an affiliate or associate of one
or  more  of  such  individuals:

(i)     owns,  directly  or  indirectly,  any  interest  in  (except  for shares
representing  less  than  one per cent of the outstanding shares of any class or
series  of any publicly traded company), or is an officer, director, employee or
consultant of, any person that is, or is engaged in business as, a competitor of
the Business or a lessor, lessee, supplier, distributor, sales agent or customer
of  the  Business,

(ii)     owns,  directly  or  indirectly, in whole or in part, any property that
the  Vendor  uses  in  the  operations  of  the  Business,  or

(iii)     has any cause of action or other claim whatsoever against, or owes any
amount  to,  the  Vendor  in  connection  with  the  Business,  except  for  any
liabilities  reflected  in  the  Financial Statements and claims in the ordinary
course  of  business;

(al)     there  has  been no termination or cancellation of, and no modification
or  change  in,  the  Vendor's  business relationship with any major customer or
group of major customers.  The Vendor has no reason to believe that the benefits
of any relationship with any of the major customers or suppliers of the Business
will  not  continue  after  the Closing Date in substantially the same manner as
prior  to  the  date  of  this  Agreement;

(am)     there are no liabilities of the Vendor or its associates or affiliates,
whether or not accrued and whether or not determined or determinable, in respect
of  which  the  Purchaser  may become liable on or after the Closing Date, other
than  the  Assumed  Indebtedness;  and

(an)     neither  this  Agreement nor any document to be delivered by the Vendor
nor  any  certificate,  report,  statement  or  other documents furnished by the
Vendor  in  connection  with  the negotiation of this Agreement contains or will
contain any untrue statement of a material fact or omits or will omit to state a
material  fact  necessary  to make the statement contained herein or therein not
misleading.  The  Vendor  has  disclosed to the Purchaser everything material or
cogent in connection with the business and affairs of the Vendor and its status,
and  nothing  stated  to  the  Purchaser  has  been  misleading.

8.          REPRESENTATIONS  OF  THE  PURCHASER

8.1          The  Purchaser  represents  and  warrants to the Vendor as follows,
with  the  intent  that  the  Vendor  will  rely  thereon  in entering into this
Agreement  and  in  concluding  the purchase and sale contemplated hereby, that:

<PAGE>

(a)     the  Purchaser is a corporation duly incorporated, validly existing, and
in  good standing under the federal laws of Canada and has the power, authority,
and  capacity  to  enter  into  this  Agreement  and  to  carry  out  its terms;

(b)     the  execution  and delivery of this Agreement and the completion of the
transactions  contemplated  hereby  has  been duly and validly authorized by all
necessary  corporate  action  on  the  part of the Purchaser, and this Agreement
constitutes  a  valid and binding obligation of the Purchaser in accordance with
its  terms;

(c)     the  Purchaser is not a non-Canadian as defined in the Investment Canada
Act  (Canada);

(d)     there  is no requirement for the Purchaser to make any filing with, give
any  notice  to  or  obtain  any  licence,  permit,  certificate,  registration,
authorization, consent or approval of, any government or regulatory authority as
a  condition to the lawful consummation of the transactions contemplated by this
Agreement;

(e)     the  Purchaser is a corporation duly incorporated, validly existing, and
in good standing under the federal laws of Canada, and has the power, authority,
and  capacity  to carry on its business as presently conducted and to enter into
this  Agreement  and  carry  out  its  terms;

(f)     the  execution  and delivery of this Agreement and the completion of the
transaction  contemplated  hereby  have  been duly and validly authorized by all
necessary  corporate  action  on  the  part of the Purchaser, and this Agreement
constitutes  a valid and binding obligation of the Purchaser enforceable against
the  Purchaser  in  accordance  with  its  terms;

(g)     neither the execution and delivery of this Agreement nor the performance
of  the  Purchaser's  obligations  hereunder  will violate or constitute default
under  the  constating  documents,  by-laws,  or  articles of the Purchaser, any
order,  decree,  judgment,  statute,  by-law,  rule,  regulation, or restriction
applicable  to the Purchaser, its business or any of its business assets, or any
contract,  agreement,  instrument,  covenant,  mortgage,  or  security;

(h)     each  of  the  Purchaser's contracts, engagements, and commitments is in
good  standing  and in full force and effect and the Purchaser has performed all
of  the  obligations  required  to  be  performed  by  it and is entitled to all
benefits  thereunder,  and  is  not in default or, to the Purchaser's knowledge,
alleged  to  be  in  default  in  respect  of any material contract or any other
contracts,  engagements  or  commitments to which the Purchaser is a party or by
which  it  is  bound;

(i)     the  audited  financial statements of the Purchaser for the period ended
February 28, 1999 were prepared in accordance with generally accepted accounting
principles  consistently applied and are true and correct and present fairly and
completely  the  assets,  liabilities  (whether accrued, absolute, contingent or

<PAGE>

otherwise),  and the financial condition of the Purchaser and the results of the
operation  of  its  business  for  the  periods reported thereby.  The financial
position and condition of the Purchaser is now at least as good as that shown on
or  reflected  in  the  interim  financial  statements  provided  to the Vendor;

(j)     since  February  5,  1999,  the Purchaser's business has been carried on
only  in the ordinary and normal course consistent with past practices and since
such  date  there  has  not  been:

(i)     any  change,  event,  or  circumstance  which would materially adversely
affect  the  affairs,  assets,  liabilities,  earnings, prospects, operation, or
condition  of  its  business,  or

(ii)     any  loss, damage, or destruction, whether or not covered by insurance,
which  would  materially adversely affect the affairs, prospects, operations, or
condition  of  the  Purchaser's  business  or  its  business  assets;  and

(k)     the  Form  20F  of  the  Purchaser,  in  connection  with the year ended
February  28,  1998,  filed  with  the  SEC  is true and correct in all material
respects  and  there  have  been  no  adverse  material changes to the business,
affairs or financial condition of the Purchaser since the date of such Form 20F.

9.          COVENANTS  OF  THE  VENDOR

9.1          Between  the  date  of  this  Agreement  and  the Closing Date, the
Vendor:

(a)     will  not sell or dispose of any of the Business Assets, except only the
sale  of  Inventory  in  the  ordinary  course of business and will preserve the
Business  Assets  intact  without  any  further  Encumbrances;

(b)     will  not  make  or  agree  to  make any payment to any of the officers,
directors,  employees,  or agents of the Vendor except in the ordinary course of
business and at the regular rates of compensation now in effect or as reasonable
reimbursement  for  expenses  incurred  by  such  persons in connection with the
Business;

(c)     will  conduct  the  Business  diligently and only in the ordinary course
consistent  with past practice, keep the Business Assets in their present state,
and  endeavour  to  preserve  the  organization  of  the Business intact and the
goodwill  of  the  suppliers  and customers and others having business relations
with  the  Vendor  relating  to  the  Business;

(d)     will  maintain  insurance  coverage  of  the  scope  and  in the amounts
presently  held  in  full force and effect and shall take out, at the expense of
the  Purchaser,  such additional insurance as may reasonably be requested by the
Purchaser  and  shall give all notices and present all claims under all policies
of  insurance  in  a  due  and  timely  fashion;

<PAGE>

(e)     will afford the Purchaser and its authorized representatives full access
during  normal  business hours to the Business Assets and all other property and
assets  utilized  in  the  Business  and without limitation all title documents,
abstracts  of  title,  deeds, leases, contracts, financial statements, policies,
reports,  licenses,  books,  records,  and  other  such material relating to the
Business,  and  furnish  such  copies  thereof  and  other  information,  as the
Purchaser  may  reasonably  request;

(f)     will  use  its  best  efforts  to  procure and obtain at or prior to the
Closing  Date  all  such consents, approvals, releases, and discharges as may be
required  to  effect  the  transactions  contemplated  hereby  from all federal,
provincial,  municipal  or  other governmental or regulatory bodies and from all
other  third  parties  as  necessary;

(g)     will  deliver to the Purchaser true copies of the Material Contracts and
full  particulars of and true copies of all instruments evidencing or pertaining
to  the  Assumed  Indebtedness;

(h)     at the request of the Purchaser, the Vendor shall execute such consents,
authorizations  and  directions  as may be necessary to permit any inspection of
the  Business  or  any  of the Business Assets or to enable the Purchaser or its
authorized  representatives  to  obtain  full  access  to  all files and records
relating  to  the  Business or the Business Assets maintained by governmental or
other  public  authorities;

(i)     the  Vendor  shall permit the Purchaser's representatives or consultants
to  conduct  all such testing and inspection in respect of environmental matters
at  such  locations  of the Business as the Purchaser may determine, in its sole
discretion,  as  may  be  required  to  satisfy the Purchaser in respect of such
matters;

(j)     the  Vendor  shall  pay  and  discharge  the  liabilities  of the Vendor
relating to the Business in the ordinary course and consistent with the previous
practice  of  the Vendor, except those contested in good faith by the Vendor and
except  as  otherwise  agreed  to  among  the  Vendor  and  the  Purchaser;

(k)     the  Vendor  shall use its best efforts to take or cause to be taken all
necessary  corporate  action,  steps  and  proceedings  to approve and authorize
validly and effectively the transfer of the Business Assets to the Purchaser and
the  execution  and  delivery  of  this  Agreement  and  any other Agreements or
documents  contemplated hereby including, if necessary, the passing of a special
resolution  of  shareholders  required by and to cause all necessary meetings of
directors  and  shareholders  of  the  Vendor  to  be held for such purpose; and

(l)     will not, without the prior written consent of the Purchaser, enter into
any  transaction  or  refrain from doing any action that, if effected before the
date  of  this  Agreement,  would  constitute  a  breach  of any representation,
warranty,  covenant  or other obligation of the Vendor contained herein, and the
Vendor  shall  not  enter  into  any  material supply agreements relating to the
Business  or  make  any  material decisions or enter into any material contracts
with respect to the Business without the consent of the Purchaser, which consent
shall  not  be  unreasonably  withheld.

<PAGE>

9.2          The  Vendor  will within 30 days after the Closing Date, change its
name and the names of any of its associates or affiliates that include the words
"CallDirect  Enterprises Inc." (the "Business Name") to a name dissimilar to the
Business  Name.  The  Vendor agrees that from and after the Closing Date neither
the  Vendor  nor  any  of  its  associates  or  affiliates  will  use  the words
"CallDirect  Enterprises  Inc."  or any part thereof or any similar words in any
business  name  or  business  venture.

9.3          The  Vendor covenants and agrees to indemnify and hold harmless the
Purchaser  from  and  against:

(a)     except  as  to  the  Assumed  Indebtedness which by the terms hereof are
specifically  to  be  assumed  or  paid  by  the  Purchaser,  any and all debts,
obligations,  and  liabilities,  whether  accrued,  absolute,  contingent,  or
otherwise,  existing  at  the  time  of  Closing, respecting the Business or the
Business  Assets  for which the Purchaser becomes liable; and the Purchaser may,
but  will  not  be  bound to, pay or perform same where not to make such payment
would  in  the opinion of the Purchaser, acting reasonably, materially adversely
affect  the  Business  and  all moneys so paid by the Purchaser in doing so will
constitute  indebtedness  of  the  Vendor  to  the  Purchaser  hereunder;

(b)     any  and  all damage or deficiency resulting from any misrepresentation,
misstatement,  breach  of warranty, or the non-fulfilment of any covenant on the
part  of  the  Vendor  under  this Agreement or under any document or instrument
delivered  pursuant  hereto  or  in  connection  herewith;

(c)     any  and  all claims, actions, suits, proceedings, demands, assessments,
judgments, charges, penalties, costs, and expenses (including the full amount of
any legal expenses invoiced to the Purchaser) which arise or are made or claimed
against  or  are  suffered or incurred by the Purchaser in respect of any of the
foregoing;

(d)     any  and all losses suffered or incurred by the Purchaser as a result of
or  arising directly or indirectly out of or in connection with the operation of
the  Business  up  to  the  Closing  Date;  and

(e)     any  claims  made  pursuant  to this clause 9.3 shall not be enforceable
unless  notice  thereof  with  reasonable  particulars  of the claim is given in
writing  to  the  party  being  claimed  against within three (3) years from the
Closing  Date.

9.4          The  exercise  of  any  rights or inspection by or on behalf of the
Purchaser  under  Clause  9.1  shall not mitigate or otherwise affect any of the
representations  and  warranties of the Vendor hereunder which shall continue in
full  force  and  effect  as  provided  in  Clause  7.1.

<PAGE>

10.          COVENANTS  OF  THE  PURCHASER

10.1          Between  the  date  of  this  Agreement  and the Closing Date, the
Purchaser will make all reasonable efforts to obtain and procure in co-operation
with  the  Vendor  all consents, approvals, releases, and discharges required to
effect  the  transactions  contemplated  hereby.

10.2          Subject  to  the provisions of this Agreement, the Purchaser will,
from and after the Closing Date, pay as and when same become due and payable all
debts  and  liabilities  of  the Business which arise after the Closing Date and
punctually observe and perform all obligations to be performed in respect of the
Business  which  relate  to  any  period  after  the  said  date.

10.3          Subject  to  the  provisions of this Agreement, from and after the
Closing Date, the Purchaser will indemnify and hold the Vendor harmless from and
against all liabilities of the Business arising after the Closing Date, provided
that  such  liabilities  are  in no way due to any misrepresentations, breach of
warranty,  misstatement  or  breach  of  covenant or obligation hereunder by the
Vendor.  Any  claims  made pursuant to this clause 10.3 shall not be enforceable
unless  notice  thereof  with  reasonable  particulars  of the claim is given in
writing  to  the  party  being  claimed  against within three (3) years from the
Closing  Date.

11.          NON  MERGER

11.1          The  representations, warranties, covenants, and agreements of the
Vendor  contained  herein  and  those contained in the documents and instruments
delivered  pursuant  hereto  or  in connection herewith will survive the Closing
Date,  and  notwithstanding  the  completion  of  the  transactions contemplated
hereby,  the  waiver  of  any  condition  contained  herein  (unless such waiver
expressly  releases  the  Vendor  of such representation, warranty, covenant, or
agreement),  or  any  investigation  by  the Purchaser, same will remain in full
force  and  effect.

11.2          The  representations, warranties, covenants, and agreements of the
Purchaser  contained herein and those contained in the documents and instruments
delivered  pursuant  hereto  or  in connection herewith will survive the Closing
Date,  and  notwithstanding  the  completion  of  the  transactions contemplated
hereby,  the  waiver  of  any  condition  contained  herein  (unless such waiver
expressly  releases the Purchaser of such representation, warranty, covenant, or
agreement),  or  any investigation by the Vendor, same will remain in full force
and  effect.

12.          CONDITIONS  PRECEDENT

12.1          The  obligation  of  the  Purchaser to consummate the transactions
herein  contemplated  is  subject  to  the  fulfilment  of each of the following
conditions  precedent  at  the  times  stipulated:

(a)     that  the  representations and warranties of the Vendor contained herein
are  true  and  correct  on  and  as at the Closing Date with the same force and
effect  as  if  such  representations and warranties were made as at the Closing
Date,  except  as  may be in writing disclosed to and approved by the Purchaser;

<PAGE>

(b)     that  all  the terms, covenants, conditions, agreements, and obligations
hereunder on the part of the Vendor to be performed or complied with at or prior
to  the  Closing  Date;

(c)     that  between  the date hereof and the Closing Date no change, event, or
circumstance has occurred which materially adversely affects the Business Assets
or  the  prospects,  operation,  or  condition  of  the  Business  or  which,
significantly  reduces  the  value of the Business or the Business Assets to the
Purchaser;

(d)     that between the date hereof and the Closing Date there has not been any
substantial  loss,  damage, or destruction, whether or not covered by insurance,
to  any  of  the  Business  Assets;

(e)     no  legal  or  regulatory  action  or  proceeding  shall  be  pending or
threatened  by  any person to enjoin, restrict or prohibit the purchase and sale
of  the  Business  Assets  contemplated  hereby;

(f)     that  at  the  Closing  Date,  there  shall  have been obtained from The
Alberta  Stock Exchange (the "ASE") confirmation that the ASE does not object to
the  transactions  contemplated  in  this  Agreement;

(g)     that  at  the  Closing  Date,  there  shall  have been obtained from all
appropriate  federal,  provincial,  municipal  or  other  governmental  or
administrative bodies such licences, permits, consents, approvals, certificates,
registrations and authorizations as are required to be obtained by the Vendor to
permit  the  change of ownership of the Business Assets contemplated hereby, and
all  notices,  consents and approvals with respect to the transfer or assignment
of  the  Material  Contracts,  including,  without limitation those described in
Schedule  "4"  hereof  have  been  obtained;

(h)     that  at  the  Closing Date, the Vendor shall have given or obtained the
notices,  consents  and approvals described in Schedule "11" - Consents, in each
case  in  form  and  substance satisfactory to the Purchaser, acting reasonably;

(i)     that  at  the  Closing  Date,  there  will  have been obtained from each
creditor  listed  in Schedule "14" an executed Settlement Agreement whereby each
such  creditor  agrees to settle its debts and claims against the Vendor and the
Business and to release the Vendor from any further liability in connection with
such  debts  and  claims;  and

(j)     that  at  the  Closing  Date,  there  will  have  been obtained from the
Principal  an  executed  employment  agreement  with  the  Purchaser  in  a form
satisfactory  to  the Purchaser and containing the terms customary for this type
of  agreement;

The  foregoing  conditions  of this Clause 12.1 are for the exclusive benefit of
the  Purchaser  and  may  be  waived in whole or in part by the Purchaser at any
time.  If  any  of  the  conditions  contained  in this Clause 12.1 shall not be
performed  or  fulfilled  at or prior to the Closing Date to the satisfaction of

<PAGE>

the  Purchaser,  acting reasonably, the Purchaser, may, by notice to the Vendor,
terminate  this  Agreement  and  the obligations of the Vendor and the Purchaser
under  this  agreement,  provided  that  the  Purchaser may also bring an action
pursuant  to  Clause  9.3,  10.4  against the Vendor for damages suffered by the
Purchaser  where the non-performance or non-fulfilment of the relevant condition
is  as  a  result  of  a  breach  of covenant, representation or warranty by the
Vendor.

12.2          The obligation of the Vendor to consummate the transactions herein
contemplated  is  subject  to the fulfilment of each of the following conditions
precedent  at  the  times  stipulated:

(a)     that  the  representations  and  warranties  of  the Purchaser contained
herein  are  true  and correct on and as of the Closing Date with the same force
and effect as if such representations and warranties were made as at the Closing
Date,  except  as  may  be  in  writing disclosed to and approved by the Vendor;

(b)     that  at  the  Closing  Date,  there  will  have been obtained from each
creditor  listed  in Schedule "14" an executed Settlement Agreement whereby each
such  creditor  agrees to settle its debts and claims against the Vendor and the
Business and to release the Vendor from any further liability in connection with
such  debts  and  claims;  and

(c)     that  all  terms,  covenants,  conditions,  agreements,  and obligations
hereunder  on  the  part of the Purchaser to be performed or complied with at or
prior  to  the  Closing,  including  in particular the Purchaser's obligation to
deliver  the  documents  and  instruments herein provided for in Clause 14, have
been  performed  and  complied  with  as  at  the  Closing.

The  foregoing  conditions  of this Clause 12.2 are for the exclusive benefit of
the  Vendor and may be waived in whole or in part by the Vendor at any time.  If
any  of  the  conditions contained in this Clause 12.2 shall not be performed or
fulfilled  at  or  prior  to  the Closing Date to the satisfaction of the Vendor
acting  reasonably,  the  Vendor may, by notice to the Purchaser, terminate this
Agreement  and  the  obligations  of  the  Vendor  and  the Purchaser under this
Agreement,  provided that the Vendor may also bring an action pursuant to Clause
10.3  against the Purchaser for damages suffered by it where the non-performance
or  non-fulfilment  of  the  relevant  condition  is  as a result of a breach of
covenant,  representation  or  a  warranty  by  the  Purchaser.

13.          TRANSACTIONS  OF  THE  VENDOR  AT  THE  CLOSING

13.1          At  the Closing Date, the Vendor will execute and deliver or cause
to  be  executed and delivered all deeds, conveyances, bills of sale, transfers,
assignments,  agreements,  certificates,  documents,  and  instruments as may be
necessary  to  effectively vest good and marketable title to the Business Assets
in  the  Purchaser  free  and  clear  of  any Encumbrances (except the Permitted
Encumbrances  or  as  may be otherwise specifically provided herein) and without
limiting  the  foregoing,  will  execute and deliver or cause to be executed and
delivered:

<PAGE>

(a)     a  bill  of  sale  (Absolute)  for  the  Equipment;

(b)     a  general  conveyance  of  the  Business  Assets;

(c)     all  consents, approvals, releases, and discharges as may be required to
effect  the  transactions  contemplated  hereby,  including  in particular those
described  in  Schedule  "11"  -  Consents;

(d)     a  certified  copy  of  a resolution of the Directors of the Vendor duly
passed  authorizing  the  execution  and  delivery  of  this  Agreement  and the
completion  of  the  transactions  contemplated  hereby;

(e)     a  certified  copy  of  a  special resolution of the shareholders of the
Vendor  duly passed authorizing and approving the sale of the Business Assets as
contemplated  hereby;

(f)     a  certified  copy  of  a  special resolution of the shareholders of the
Vendor  duly  passed changing its name to permit the Business Name to be used by
the  Purchaser  and  all  such  other  documents;

(g)     a certificate of the Principal dated the Closing, acceptable in form and
content  to the solicitors for the Purchaser, certifying that the conditions set
out  in  Clause  12.1  have  been  satisfied;

(h)     for  the  purposes  of  Clause 6.1 hereof, an affidavit of the Principal
setting forth the names and addresses of the creditors pertaining to the Assumed
Indebtedness  and  the amount of the indebtedness or liability due or payable to
each  such  creditor;

(i)     the  favourable  legal opinion of the solicitors for the Vendor, in form
satisfactory  to  solicitors for the Purchaser, to the effect that all necessary
steps and corporate proceedings have been taken by the Vendor to permit the sale
of  the  Business  and  the  Business  Assets  as contemplated hereby, that this
Agreement  and all documents and instruments delivered pursuant hereto have been
duly  and  validly  authorized,  executed,  and  delivered  by  the  Vendor, and
confirming  such  other  matters  as  the  Purchaser's solicitors may reasonably
require;

(j)     an  employment  agreement  executed  by  the  Principal;

(k)     all  such  documents  and instruments as may be necessary to transfer or
assign  the  Intellectual  Property;

(l)     executed  releases  by  any  third  parties  which have any Encumbrances
against  the  Business  Assets  other  than  the  Permitted  Encumbrances;

(m)     unless  waived  by  the  Purchaser,  certified  copies  of  any  and all
insurance  policies  relating  to the Business and Business Assets with transfer
and  consent  forms  duly  endorsed;

(n)     an  executed  Section  167  E.T.A.  election  form;

<PAGE>

(o)     executed  assignments  of  all Leases described under the heading Leased
Property  in  Schedule  "2"  and all leases of personal property as described in
Schedule  "4"  -  Material  Contracts;  and

(p)     all  such  other documents and instruments as the Purchaser's solicitors
may  reasonably  require.

14.          TRANSACTIONS  OF  THE  PURCHASER  AT  THE  CLOSING

14.1          At the Closing the Purchaser will deliver or cause to be delivered
to  the  Vendor:

(a)     share  certificates  representing  the  Purchase  Shares;

(b)     a  certified copy of a resolution of the Directors of the Purchaser duly
passed  authorizing  the  execution  and  delivery  of  this  Agreement  and the
completion  of  the  transactions  contemplated  hereby;

(c)     a  certificate of the secretary of the Purchaser dated as of the Closing
Date,  acceptable  in  form  and  content  to  the  solicitors  for  the Vendor,
certifying  that  the  conditions  precedent  set  out  in Clause 12.2 have been
satisfied;  and

(d)     all such other documents and instruments as the Vendor or its solicitors
may  reasonably  require.

15.          TAXES

15.1          All  taxes  arising  out of the purchase of the Business Assets as
contemplated  hereby  will  be  paid  by  the  Purchaser.

15.2          The  Purchaser  shall  be liable for and shall pay all federal and
provincial  sales  taxes  (including  any  retail  sales taxes and land transfer
taxes)  and  all  other  taxes,  duties,  fees  or  other  like  charges  of any
jurisdiction  properly  payable  in connection with the transfer of the Business
Assets  by  the  Vendor  to  the  Purchaser.

16.          ASSETS  AT  RISK

16.1          From the date hereof to the Closing Date, the Business Assets will
remain  at  the  risk  of  the  Vendor.  If any of the Business Assets are lost,
damaged, or destroyed prior to the time of Closing, the Purchaser may in lieu of
terminating this Agreement pursuant to Clause 12.1 elect by notice in writing to
the Vendor to complete the purchase to the extent possible, and at the option of
the  Purchaser,  either:

(a)     the  Purchase  Price  will  be reduced by an amount equal to the cost of
making  good  such  loss,  damage,  or  destruction;  or

(b)     the  Vendor  will  assign  and  pay  over to the Purchaser all insurance
moneys  payable  in  respect  of  such  loss,  damage,  or  destruction.

<PAGE>

17.          AGENTS

17.1          The  Vendor  warrants  to  the  Purchaser  that  no agent or other
intermediary  has been engaged by the Vendor in connection with the purchase and
sale  herein contemplated, and if there are any agent's commissions which become
due  and  payable  such  costs  and  expenses  will be the sole liability of the
Vendor.

18.          FURTHER  ASSURANCES

18.1          From  time  to  time  subsequent  to the Closing Date, the parties
covenant  and agree, at the expense of the requesting party, to promptly execute
and  deliver  all such further documents and instruments and do all such further
acts  and  things as may be required to carry out the full intent and meaning of
this  Agreement  and  to  effect  the  transactions  contemplated  hereby.

19.          ASSIGNMENT

19.1          This Agreement may not be assigned by any party hereto without the
prior  written  consent  of  the  other  parties  hereto.

20.          SUCCESSORS  AND  ASSIGNS

20.1          This  Agreement  will  enure to the benefit of and be binding upon
the  parties  hereto  and  their  respective  successors  and permitted assigns.

21.          COUNTERPARTS

21.1          This  Agreement  may  be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one  and  the  same  instrument.

22.          NOTICES

22.1          Any  notice required or permitted to be given under this Agreement
will be in writing and may be given by personal service or by prepaid registered
mail,  posted in Canada, and addressed to the proper party at the address stated
below:

(a)     if  to  the  Vendor:
        CallDirect  Enterprises  Inc.
        Suite  120,  6165  Highway  17
        Delta,  British  Columbia  V4K  5B8

(b)     if  to  the  Purchaser:
        Suncom  Telecommunications  Inc.
        120  North  LaSalle  Street,  Suite  1000
        Chicago,  Illinois,  U.S.A.  60602

<PAGE>

(c)     if  to  the  Principal:
        William  McGinty
        4351  Arbutus  Street
        Vancouver,  British  Columbia,  V6J  4S4

or to such other address as any party may specify by notice.  Any notice sent by
registered  mail  as  aforesaid  will  be  deemed  conclusively  to  have  been
effectively given on the fifth business day after posting; but if at the time of
posting  or  between  the  time of posting and the third business day thereafter
there is a strike, lockout or other labour disturbance affecting postal service,
then  such  notice  will  not  be  effectively  given  until  actually received.

23.          TENDER

23.1          Tender  may  be  made  upon  the  Vendor  or Purchaser or upon the
solicitors  for  the Vendor or Purchaser and money may be tendered by bank draft
issued  by  a  Canadian  chartered  bank.  If  the  Vendor  or  the Purchaser is
comprised  of  more  than  one  person,  then  tender  on any one person will be
sufficient.

24.          REFERENCE  DATE

24.1          This  Agreement  is  dated for reference the 6th day of May, 1999,
but  will become binding as of the date of execution and delivery by all parties
hereto  and  subject  to  compliance  with  the terms and conditions hereof, the
transfer and possession of the Business Assets shall be deemed to take effect as
at  the  close  of  business  on  the  Closing  Date.

25.          REFERENCES  TO  AGREEMENT

25.1          The  terms  "this  Agreement",  "hereof",  "herein",  "hereby",
"hereto",  and  similar  terms refer to this Agreement and not to any particular
clause,  paragraph  or  other  part of this Agreement.  References to particular
clauses  are  to clauses of this Agreement unless another document is specified.

IN WITNESS WHEREOF the parties have executed and delivered these presents on May
6,  1999.

<PAGE>

CALLDIRECT  ENTERPRISES  INC.:

Per:     /s/  William  McGinty
         ---------------------
         Authorized  Signatory

SUNCOM  TELECOMMUNICATIONS  INC.:

Per:     /s/  signed
         -----------
         Authorized  Signatory

                                          )
SIGNED,  SEALED  and  DELIVERED  by       )
WILLIAM  McGINTY  in the presence of:     )
                                          )
/s/  signed                               )
------------------------------------      )
Signature                                 )
4986  Karlota                             )
------------------------------------      )
Print  Name                               )
Delta,  BC                                )
-------------------------------------     )
Address                                   )
Bookkeeper                                )
-------------------------------------     )
                                          )
                                          )     /s/  William  McGinty
                                          )     ---------------------
Occupation                                )     WILLIAM  McGINTY


<PAGE>

                                LIST OF SCHEDULES

Schedule     Description

1            Financial  Statements
2            Leased  Property
3            Machinery  and  Equipment
4            Material  Contracts
8            Permitted  Encumbrances
11           Consents
14           Assumed  Indebtedness

<PAGE>

May-99   11:45  hrs.     CALLDIRECT  ENTERPRISES  INC.     Page:  1

                                   SCHEDULE 1
                              FINANCIAL STATEMENTS
(See  attached)

<PAGE>
May-99   11:45  hrs.     CALLDIRECT  ENTERPRISES  INC.     Page:  2
May-99   11:45  hrs.     CALLDIRECT  ENTERPRISES  INC.     Page:  1

<TABLE>
<CAPTION>


                              *** BALANCE SHEET ***
                                (AS AT 06-May-99)

<S>                                  <C>               <C>                 <C>              <C>

ASSETS
                                     Current Assets
  CallDirect Capital Bank . . . . .         6,536.42
  Bank of Montreal. . . . . . . . .         8,856.89
  Royal Bank. . . . . . . . . . . .         1,083.68
  Royal Bank U.S. Acct. . . . . . .            49.38
  U.S. Exchange Clearing. . . . . .          (161.94)
  American Express - Mailed . . . .         1,021.87
  Diners Club . . . . . . . . . . .            98.28

                                                       $     17,484.58
  Total - Cash on Hand
  Accounts Receivable
    Accounts Receivable - Trade . .        40,576.29
    Accounts Receivable - Clearing.           105.58
    Accounts Receivable - Outbound.         2,937.51

                                                       $     43,619.38

  Net Accounts Receivable
  Other Current Assets
    Inventory at Cost . . . . . . .        44,558.41
    Inventory - Defective . . . . .        12,701.26
    Inventory - Returned to Suppli.         1,575.50
    Contra Account. . . . . . . . .         2,211.04
    Prepaid Deposits. . . . . . . .         1,845.64

Total Other Current Assets. . . . .                    $     62,891.85

Total - Current Assets. . . . . . .                                        $    123,995.81

Fixed Assets at Cost
  Furniture & Fixtures. . . . . . .       116,656.17
  Computer Equipment. . . . . . . .        20,422.25
  (Accum. Amort. - Computer Eq.). .       (10,899.48)

    Net Book Value-Computer Eq. . .                    $    126,178.94
  Computer Software . . . . . . . .        17,112.60
  (Accum. Amort.- Comp. Software) .       (14,781.22)

    Net Book Value - Comp. Softw. .                    $      2,331.38
  Office Equipment. . . . . . . . .        10,640.65
  (Accum. Amort. - Office Eq.). . .        (2,866.81)

    Net Book Value-Office Eq. . . .                    $      7,773.84
  Telephone Equipment . . . . . . .       109,753.27
  (Accum. Amort. - Telephone Eq.) .       (44,047.21)

    Net Book Value-Telephone E. . .                    $     65,706.06
  Equipment Under Capital Lease . .        52,052.35
  (Accum. Amort. - Leased Eq.). . .       (27,625.12)

    Net Equip Under Capital Le. . .                    $     24,427.23

<PAGE>

  Accum.Amort.-Office Furn.&Equip .  $     22,807.34)
  Leasehold Improvements. . . . . .        10,721.50
  (Accumulated Amor.-Leaseholds). .        (4,498.30)

Total Fixed Assets. . . . . . . . .                                        $    209,833.31

Total - Assets. . . . . . . . . . .                                                         $    333,829.12

LIABILITIES & EQUITY

  Liabilities

  Current Liabilities
    Suncom Loan Payable . . . . . .        51,873.41
    Accounts Payable. . . . . . . .       109,000.00
    Provincial Sales Tax Payable. .           857.05
    G.S.T. Collected. . . . . . . .        16,592.57
    G.S.T. Input Credits. . . . . .       (18,099.06)
    H.S.T. Collected. . . . . . . .         (   5.32)
    H.S.T. Input Credits. . . . . .         (  34.00)

  Total - Current Liabilities . . .                    $    160,184.65

  Long-term Liabilities
    WJM Advance . . . . . . . . . .        (2,691.33)
    JR Advance. . . . . . . . . . .        40,516.18
    Capital Lease #674021 . . . . .         1,605.72
    Capital Lease . . . . . . . . .         3,177.13
    Capital Lease #747810 (aug) . .         6,494.64
    Capital Lease - 11/97 . . . . .         6,034.38

  Total - Long-term Liabilities . .                    $     55,136.72

  Total - Liabilities . . . . . . .                                        $    215,321.37

  Shareholder's Equity

  Share Capital
    Common Stock Issued @$0.15. . .       631,973.37
    Common Stock Issued @$0.40. . .       132,325.00
    Shares Issued @ 0.25. . . . . .       965,440.89
    Common Stock Issued for Furn. .        77,932.00

  Total - Share Capital . . . . . .                    $  1,807,671.26

    Retained Earnings . . . . . . .                          (1,050.40)
    Current Earnings. . . . . . . .                      (1,688,113.11)

  Total - Shareholders' Equity. . .                                        $    118,507.75

  Total - Liabilities & Equity. . .                                                         $    333,829.12
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                    *** INCOME STATEMENT ***
                                                        (As at 06-May-99)


                                             --- MONTH-TO-DATE---                   --- QUARTER-TO-DATE ---     ---YEAR-TO-DATE ---
                                 $                     % Sales                      $                     $Sales     $
<S>                              <C>                     <C>                       <C>                    <C>       <C>
INCOME
 Rental Income. . . . . . . . .                   0.00                         -                   0.00         -      1,121.50
 Sales -Inventory . . . . . . .              16,930.21                     100.0              50,876.06     100.0    616,856.70

Total - Net Sales . . . . . . .  $           16,930.21                     100.0   $          50,876.06     100.0   $617,978.20

EXPENSES
Cost of Goods Sold
 Duty & Freight-In. . . . . . .                  41.96                       0.2                 181.56       0.4      1,952.88
 Inventory Refurbishing . . . .                   0.00                    162.75                    0.3    162.75
 Cost of Goods Sold . . . . . .               9,031.67                      53.3   $          29,204.60      57.4    385,942.27

Total - Cost of Goods Sold. . .  $            9,073.63                      53.6   $          29,548.91      58.1   $388,057.90

Gross Profit. . . . . . . . . .               7,856.58                      46.4   $          21,327.15      41.9   $229,920.30

Operating Expenses
 Capital Corp Clearing. . . . .                   0.00                         -               1,233.28       2.4      1,233.28
 Accounting . . . . . . . . . .                   0.00                         -                   0.00         -      7,725.00
 Advertising Expense. . . . . .                   0.00                         -                  15.91         -        258.61
 Advertising Co-op Revenue. . .                   0.00                         -                   0.00         -     (4,768.33)
 Advertising-List Rental-Revenu                   0.00                         -              (1,203.43)    ( 2.4)    (4,188.05)
 Amortization Costs . . . . . .                   0.00                         -                   0.00         -     27,959.74
 Catalogue Residules. . . . . .                 263.78                       1.6                 263.78       0.5        263.78
 Computer Maintenance . . . . .                   0.00                         -                 739.00       1.5      3,090.39
 Medical. . . . . . . . . . . .                   0.00                         -                   0.00         -        216.00
 Auto & Parking Expenses. . . .                   0.00                         -                 809.90       1.6      8,244.27
 Collection expense . . . . . .                   0.00                         -                   0.00         -        634.11
 Consulting Fees. . . . . . . .                   0.00                         -               1,512.36       3.0     11,012.36
 Bad Debt Expense . . . . . . .                   0.00                         -               2,658.43       5.2      6,534.39
 Bank Charges Expense . . . . .                   0.00                         -               1,005.31       2.0      8,733.65
 Business and Promotion . . . .                   0.00                         -               3,129.29       6.2      5,590.74
 Defective Inventory. . . . . .                   0.00                         -                ( 78.40)   (  0.2)     7,016.49
 Delivery Expense . . . . . . .                (272.00)                   (  1.6)                433.61       0.9      5,869.41
Delivery Supplies . . . . . . .                   0.00                         -                 168.29       0.3        659.15
Janitorial Expenses . . . . . .                   0.00                         -                   0.00         -        990.00
Filing Fees . . . . . . . . . .                   0.00                         -                 100.00       0.2      3,510.25
Investors' Relations. . . . . .                   0.00                         -                   0.00         -        347.15
Insurance Expense . . . . . . .                   0.00                         -                 289.38       0.6      1,240.27
Lease . . . . . . . . . . . . .               1,042.21                       6.2               3,847.81       7.6     10,976.05
Lease - Office Building . . . .               3,242.15                      19.2              13,148.27      25.8     41,064.14
Leasehold Repairs/Improvements.                   0.00                         -                  71.55       0.1        828.81
Legal . . . . . . . . . . . . .                   0.00                         -                 612.20       1.2      3,362.32
Licenses & Fees . . . . . . . .                   0.00                         -               1,662.94       3.3      1,884.94
Management Fees . . . . . . . .                   0.00                         -               9,000.00      17.7     56,000.00
Memberships . . . . . . . . . .                   0.00                         -                   0.00         -        953.30
Office Expense. . . . . . . . .                   0.00                         -                 344.66       0.7      6,189.12
Postage . . . . . . . . . . . .                   0.00                         -                 333.00       0.7      2,241.27
Product Evaluation Expense. . .                   0.00                         -                   0.00         -        235.83


                            ---YEAR-TO-DATE ---
                                 % Sales
<S>                              <C>
INCOME
 Rental Income. . . . . . . . .      0.2
 Sales -Inventory . . . . . . .     99.8

Total - Net Sales . . . . . . .    100.0

EXPENSES
Cost of Goods Sold
 Duty & Freight-In. . . . . . .      0.3
 Inventory Refurbishing
 Cost of Goods Sold . . . . . .     62.5

Total - Cost of Goods Sold. . .     62.8

Gross Profit. . . . . . . . . .     37.2

Operating Expenses
 Capital Corp Clearing. . . . .      0.2
 Accounting . . . . . . . . . .      1.3
 Advertising Expense
 Advertising Co-op Revenue. . .     (0.8)
 Advertising-List Rental-Revenu     (0.7)
 Amortization Costs . . . . . .      4.5
 Catalogue Residules
 Computer Maintenance . . . . .      0.5
 Medical
 Auto & Parking Expenses. . . .      1.3
 Collection expense . . . . . .      0.1
 Consulting Fees. . . . . . . .      1.8
 Bad Debt Expense . . . . . . .      1.1
 Bank Charges Expense . . . . .      1.4
 Business and Promotion . . . .      0.9
 Defective Inventory. . . . . .      1.1
 Delivery Expense . . . . . . .      0.9
Delivery Supplies . . . . . . .      0.1
Janitorial Expenses . . . . . .      0.2
Filing Fees . . . . . . . . . .      0.6
Investors' Relations. . . . . .      0.1
Insurance Expense . . . . . . .      0.2
Lease . . . . . . . . . . . . .      1.8
Lease - Office Building . . . .      6.6
Leasehold Repairs/Improvements.      0.1
Legal . . . . . . . . . . . . .      0.5
Licenses & Fees . . . . . . . .      0.3
Management Fees . . . . . . . .      9.1
Memberships . . . . . . . . . .      0.2
Office Expense. . . . . . . . .      1.0
Postage . . . . . . . . . . . .      0.4
Product Evaluation Expense

</TABLE>



<PAGE>

<TABLE>
<CAPTION>


                                                    *** INCOME STATEMENT ***
                                                        (As at 06-May-99)


                                          --- MONTH-TO-DATE---                   --- QUARTER-TO-DATE ---        ---YEAR-TO-DATE ---
                                 $                     % Sales                     $                     $Sales      $
<S>                             <C>                     <C>                       <C>                    <C>       <C>
Softwear Discrepencies (Sales)                   0.00                         -                   0.00         -         368.66
Subscriptions. . . . . . . . .                   0.00                         -                  99.46       0.2         823.44
Telephone Expense. . . . . . .                  97.80                       0.6               4,523.37       8.9      23,082.44
Transfer Agent Fees. . . . . .                   0.00                         -                 501.14       1.0       3,012.57
Travel . . . . . . . . . . . .                   0.00                         -                   0.00         -         854.46
Utilities Expense. . . . . . .                   0.00                         -                 783.30       1.5       2,060.42
Workshop Supplies. . . . . . .                   0.00                         -                   6.47         -           6.47
Unallocated Expenses . . . . .            (398,329.02)                  (2352.8)           (398,329.02)   (782.9)   (398,329.02)
Wages. . . . . . . . . . . . .                   0.00                         -              11,874.10      23.3     115,903.67
U.I. - Employers Share . . . .                   0.00                         -                 253.81       0.5       4,127.98
C.P.P. - Employers Share . . .                   0.00                         -                 367.68       0.7       3,201.12
W.C.B. - Employers Expense . .                   0.00                         -                 260.26       0.5       1,170.42

Total - Operating Expenses . .           ($393,955.08)                  (2326.9)          ($339,562.29)   (667.4)   ($27,808.93)

Operating Income (Loss). . . .  $          401,811.66                    2373.3   $         360,889.44     709.4   $ 257,729.23


Other Revenues and Expenses
Interest/PST Comm. (Earned). .                   0.00                         -                  12.54         -         328.90
Interest Expense . . . . . . .                   0.00                         -                   0.00         -       3,054.65
Foreign Exchange . . . . . . .                   0.00                         -                   0.00         -      (1,161.67)

Total-Other (Revenue)/Expense.  $                0.00                         -                ($12.54)        -   $   1,564.08

Income (Loss) Before Taxes . .  $          401,811.66                    2373.3   $         360,901.98     709.4   $ 256,165.15

Net Income or (Loss) . . . . .  $          401,811.66                    2373.3   $         360,901.98     709.4   $ 256,165.15

                            ---YEAR-TO-DATE ---
                                % Sales
<S>                             <C>
Softwear Discrepencies (Sales)      0.1
Subscriptions. . . . . . . . .      0.1
Telephone Expense. . . . . . .      3.7
Transfer Agent Fees. . . . . .      0.5
Travel . . . . . . . . . . . .      0.1
Utilities Expense. . . . . . .      0.3
Workshop Supplies
Unallocated Expenses . . . . .    (64.5)
Wages. . . . . . . . . . . . .     18.8
U.I. - Employers Share . . . .      0.7
C.P.P. - Employers Share . . .      0.5
W.C.B. - Employers Expense . .      0.2

Total - Operating Expenses . .   (  4.5)

Operating Income (Loss). . . .     41.7


Other Revenues and Expenses
Interest/PST Comm. (Earned). .      0.1
Interest Expense . . . . . . .      0.5
Foreign Exchange . . . . . . .   (  0.2)

Total-Other (Revenue)/Expense.      0.3

Income (Loss) Before Taxes . .     41.5

Net Income or (Loss) . . . . .     41.5
</TABLE>



<PAGE>

                                   SCHEDULE 2
                                 LEASED PROPERTY
(See  attached)

<PAGE>
ROYAL  LEPAGE  COMMERCIAL  INC.     ROYAL  LEPAGE
Suite  206,  14888  -  104th  Avenue
Surrey,  BC  V3R  1M4

                             FACSIMILE TRANSMISSION

Date:     February  17,  1997

Re:     Offer  to  Lease  -  Glenwood  Commerce  Centre
     Please  deliver  the  following  11  pages  (including  this  page)  to:

Name:     John  Eccles

Firm:     CallDirect  Enterprises  Inc.

City:     Delta,  BC

Phone:     1-604-946-3676

Fax:     1-604-946-0626

From:     John  Weiss               Business:     (604)  589-3111
     Commercial  &  Industrial     Direct  Line:     (604)  930-3523
     Sales  &  Leasing          Fax:          (604)  589-7548

John:

Attached  is a copy of your accepted Offer to Lease on Glenwood Commerce Centre.
The  quality may suffer over the fax so I am putting a photocopy in the tonights
mail.  I  will contact you on Wednesday, February 19, 1997 to arrange pick up of
a  deposit  in  the amount of $7,130.13 (two months rent at $3,565.06 per month)
plus GST of $499.11 for a total amount of $7,629.23,  If you have any questions,
please  don't  hesitate  to  call.  Thank  you.

/s/  John  Weiss
John  L.  Weiss


<PAGE>

                                 OFFER TO LEASE
                            GLENWOOD COMMERCE CENTRE
                                (THE "BUILDING")

DATE:     February  13,  1997

TO:     ROYAL  LEPAGE  COMMERCIAL  INC.     (THE  "AGENT")
        206  -  14888  -  104TH  Avenue
        Surrey,  B.C.  V3R  1M4

BETWEEN: GLENWOOD  INDUSTRIES  LTD.     (THE  "LANDLORD")
         2959  -  133rd  Street
         Surrey,  B.C.  V4P  1X9

AND:     CALLDIRECT  ENTERPRISES  INC.     (THE  "TENANT")
         4783  London  Green
         Delta,  B.C.  V4K  4X1

The  Tenant  hereby  offers  to  lease  from  the Landlord certain premises (the
"Premises"),  being a portion of the Landlord's building located at 6165 Highway
17,  R.R.  #7,  Delta,  B.C.,  V4K  4E2 and generally known as Glenwood Commerce
Centre  (the  "Building")  on  the  following  terms  and  conditions:

1.     DESCRIPTION  OF  PREMISES

The  Premises  shall  consist of approximately two thousand four hundred (2,400)
rentable  square  feet  of warehouse and three thousand five hundred eighty-five
(3,585)  rentable  square  feet of office space as shown outlined in heavy black
line  on  the  floor  plan  attached as Schedule "A" and comprises of the entire
ground  floor  (3,595  sq.ft.)  of  Unit  #2  and the entire second floor (1,195
sq.ft.)  of Unit #3.  The Premises will be measured in accordance with the terms
of  the  Lease  described  below.

2.     TERM

The  term  of  the Lease shall be for five (5) years (the "Term"), commencing on
May  1,  1997  (the  "Commencement  Date")  and  expiring  on  April  30,  2002.

3.     BASIC  RENT

Tenant  will  pay  to the Landlord Basic Rent of Seven Dollars and Fifteen Cents
($7.15)  per  rentable  square  foot  of  the  Premises per annum plus Goods and
Services  Tax  (GST),  payable  in  advance  without  deduction in equal monthly
installments  on  the  first  day  of  each and every month throughout the Term,
commencing  on  the  Commencement  Date.

<PAGE>

For  the  purposes  of the Lease, the Term "Basic Rent" as used in this Offer to
lease  shall  mean the fixed monthly payments of rent due and payable  under the
Lease,  whether characterized as "Basic Rent", "Minimum Rent" or otherwise under
the  Lease.

4.     PERMITTED  USE

The  Premises  are  to be used for the purpose of a Direct Mail Catalog Business
and  for no other purposes without the prior approval of the Landlord as set out
in  the  Lease.

5.     TENANT  RESPONSIBILITIES  -  ADDITIONAL  RENT

In  addition  to Basic Rent plus GST, the Tenant shall pay for all other charges
and  expenses  provided  for  in the lease from and after the Commencement Date,
including  without  limitation the Tenant's share of property taxes, corporation
capital  taxes,  business  taxes,  water/sewer  rates,  building  insurance,
maintenance,  management fees, heat, light and power, plus GST applicable to the
foregoing.

6.     LANDLORD'S  IMPROVEMENT  WORK

The  Premises  to  be  provided by the Landlord shall be on an "as is, where is"
basis,  except  for  those  improvements outlined in Schedule "B" which shall be
provided  at  the  Landlord's  expense  .  (illegible  line  follows)

7.     TENANT'S  IMPROVEMENT  WORK

For  any  improvement  work  not  specified in Schedule "B", the Tenant shall be
required to prepare working drawings of the proposed improvement work and obtain
the written consent of the landlord before commencing the improvement work, such
consent  not to be unreasonably withheld.  All improvement work shall be done at
the  Tenant's  sole  cost and expenses by qualified and licensed contractors and
sub-contractors who shall be subject to the reasonable approval of the Landlord.
All  such  Tenant improvement work shall be performed in a first class manner in
accordance  with  the  provisions  of  the  Lease.

8.     PERMITS  AND  LICENSES

The Tenant shall be responsible for obtaining all necessary building permits and
approvals  at  required  by the relevant regulatory authorities for the Tenant's
improvement  work.  Such permits and approvals must be secured before the Tenant
commences  its  improvement work.  If required by the municipal authorities, the
Tenant shall also make application for an occupancy certificate for the Premises
upon  completion  of  the  Tenant's  improvement  work.

9.     LEASE

The  lease  for  the Premises shall be the Landlord's standard form of lease for
the  Building, modified to include the provisions of this Offer to Lease and the
Tenant's  reasonable  non-financial amendments (the "Lease").  The Landlord will
deliver  a  copy of the standard form of lease to the Tenant within a reasonable

<PAGE>

period  of  time  after  acceptance of this Offer to Lease, and the Tenant shall
have  ten  (10)  days  thereafter  to  review  and  approve  of  the same.  Upon
completion  of  the Tenant's review and approval of any non-financial amendments
requested  by the Tenant, the Landlord will prepare and deliver the Lease to the
Tenant  for execution.  The Tenant agrees to execute and return the Lease to the
Landlord  forthwith  upon  receipt of the same, and in any event prior to taking
possession of and commencing business operations in the Premises.  If the Tenant
takes  possession  of the Premises without executing the Lease, the Tenant shall
be  deemed to have executed the same and shall be bound by all of the provisions
thereof,  provided  however  the  Tenant  shall  remain obligated to execute and
deliver  the  Lease  to  the Landlord forthwith upon demand, and such failure to
execute and deliver the Lease to the Landlord shall be a default under the terms
of  the  Lease.

10.     TENANT'S  CONDITIONS

This  Offer  to  Lease  is subject to the following conditions precedent, all of
which  are  for  the  sole  benefit  of  the  Tenant:

(a)     This  Offer  To  Lease  is  subject  to the Tenant obtaining any and all
permits that may be required by The Corporation of Delta to legitimately conduct
his  business  in  the  Premises.

(the "Tenant's Conditions").  The Tenant's Conditions shall be removed or waived
by  notice  in  writing  from  the  Tenant  to  the landlord within fifteen (15)
business days of the Landlord's acceptance of this Offer to Lease, failing which
this  Offer  to  Lease  shall be null and void and of no force or effect and the
Deposit  shall be returned to the Tenant.  The Landlord acknowledges the receipt
of Ten Dollars ($10.00) and other good and valuable consideration to be retained
by  the  Landlord  as  consideration  for  keeping  this Offer to Lease open for
acceptance  until  the time for removal or waiver of the Tenant's Conditions has
expired.

11.     LANDLORD'S  CONDITIONS

This  Offer  to  Lease  is subject to the following conditions precedent, all of
which  are  for  the  sole  benefit  of  the  Landlord:

(a)     Acceptance  of this Offer by the Landlord is conditional upon the Tenant
providing  the  Landlord with information respecting the financial status of the
Tenant  as  the  Landlord may reasonably require for the purposes of determining
the  financial  strength  of  the Tenant.  The Tenant shall furnish the Landlord
with  such  information  forthwith  upon  acceptance of the Offer.  The Landlord
shall  have  ten  (10) business days from the date of provision of the financial
information  to  determine  whether  or  not  the  Tenant  is  acceptable to the
Landlord.  The Landlord shall notify the Tenant within ten (10) business days of
receipt  of  the  financial  information that the tenancy is acceptable to it in
writing,  failing  which  the  Offer  shall  become  null  and  void.

(the  "Landlord's  Conditions").  The  Landlord's Conditions shall be removed or
waived  by  notice  in  writing  from the Landlord to the Tenant within ten (10)

<PAGE>

business days of the Landlord's acceptance of this Offer to Lease, failing which
this  Offer  to  Lease  shall be null and void and of no force or effect and the
Deposit shall be returned to the Tenant.  The Tenant acknowledges the receipt of
Ten Dollars ($10.00) and other good and valuable consideration to be retained by
the  Tenant as consideration for keeping this Offer to Lease open for acceptance
until  the  time for removal or waiver of the Landlord's Conditions has expired.

12.     DEPOSIT

Within 48 hours of acceptance of this Offer to Lease by the Landlord, the Tenant
shall tender a deposit cheque in the amount of Seven Thousand One Hundred Thirty
Dollars  and  Thirteen  Cents ($7,130.13) plus GST (collectively the "Deposit"),
which  is  to be credited one half to the first month's Basic Rent payable under
the  Lease  (including GST), with the balance to be held as security for the due
and  proper  performance  by  the  Tenant  of  all  of  the terms, covenants and
conditions  in  the  Lease,  with  the  balance  to be applied toward Basic Rent
(including  GST) for the last month of the Term.  If this Offer becomes null and
void,  the  Deposit  shall  be  refunded  to  the  Tenant  without  deduction.

The  Deposit  shall  be  paid  to  the  Agent  as  the  following  address:

ROYAL  LEPAGE  COMMERCIAL  INC.
206  -  14888  -  104th  Avenue
Surrey,  B.C.  V3R  1M4

Should  the  deposit  be equal to Five Thousand Dollars ($5,000.00) or more, the
deposit is to be placed in an interest bearing account with interest accruing to
the  Tenant.

13.     OPTION  TO  EXTEND  TERM

If  the Tenant duly and regularly pays the rent, plus GST, and performs each and
every  one  of  the  covenants  in the Lease to be performed and observed by the
Tenant,  the  Tenant shall have one option to extend the Term of the Lease for a
further  term  of  five  (5)  years  (the  "Extended  Term"),  such option to be
exercised  on  not  less  than  four  (4)  months' and not more than twelve (12)
months'  written  notice  prior to the expiration of the Term failing which such
option  shall  be  null  and  void  and  incapable  of  exercise.  If the Tenant
exercises  the option to extend the Term, the Extended Term shall be on the same
terms and conditions as the initial Term of the Lease except for Basic Rent, any
free  rent  allowance,  fixturing  period, tenant improvement allowance or other
incentive  given  to  the  Tenant  during  the initial Term, and except for this
option  to  extend.

The  Basic  Rent  payable  by  the  Tenant  during  the  Extended  Term shall be
negotiated  and  agreed  upon  between  the Landlord and the Tenant based on the
prevailing  fair market Basic Rent as at the commencing of the Extended Term for
similarly  improved  premises  of  similar  size,  quality,  use and location in
buildings  similar  to the Building, but shall in any event not be less than the
Basic Rental paid during the last year of the initial Term of the Lease.  If the
Landlord  and  the Tenant are unable to agree on the Basic Rent for the Extended
Term within three (3) months prior to the commencement of the Extended Term, the
matter  shall be determined by a single arbitrator pursuant to the provisions of
the  Commercial Arbitration Act and in accordance with the foregoing provisions.

<PAGE>

14.     NO  REPRESENTATION  /  GOVERNING  LAW

There  are  no  representations,  warranties,  covenants  or agreements, whether
express  or  implied,  related  to  the subject matter of this agreement save as
specifically  set  out  in  this  Offer  to Lease.  This Offer to Lease shall be
governed  by  and construed in accordance with the laws of the province in which
the  Building  is  situated.

15.     TIME  OF  THE  ESSENCE

Time  is  of  the  essence  of  this  Offer  to  Lease  and  each  part  of  it.

16.     AGENCY  DISCLOSURE

The  Landlord  and Tenant acknowledge that the Agent is acting in a limited dual
agency  capacity  and  further  acknowledge  and  agree that they are both being
represented  by  John  L.  Weiss  of  Royal  LePage  Commercial  Inc.

17.     ACCEPTANCE

This  Offer  to Lease is open for acceptance for ten (10) business days from the
date  hereof  and  thereafter,  if  not  accepted,  it  shall  be null and void.

DATED  at  Delta,  British  Columbia,  this  13th  day  of  February,  1997.

THE  TENANT:

CALLDIRECT  ENTERPRISES  INC.


Per:  /s/  John  Eccles
      -----------------
 Authorized  Signatory

 John  Eccles,  President     /s/  John  L.  Weiss
                              --------------------
 (Name  and  Title)     Witness:  John  L.  Weiss

We  hereby  accept  his  Offer  to  Lease and agree to be bound by the terms and
conditions  contained  herein.

DATED  at  (location),  this  17  day  of  February,  1997.
            ----------

THE  LANDLORD:

GLENWOOD  INDUSTRIES  LTD.


Per:  /s/  Ray  Dennison
      ------------------
 Authorized  Signatory

 Ray  Dennison,  President     /s/  signed
                               -----------
 (Name  and  Title)            Witness:


<PAGE>
                                  SCHEDULE "A"

                                  PLAN OMITTED


<PAGE>
                                  SCHEDULE "B"
                           LANDLORD'S IMPROVEMENT WORK

Tenant improvements to be provided by the Landlord and included in the Basic Net
Rent  shall consist of: two washrooms, one handicapped on the ground floor*, one
standard  washroom  on  the 2nd floor, one staff lunchroom on the ground floor*,
one  private office, one meeting room / office and an Area of Refuge* at the man
door  in  the warehouse area.  The balance of the improved area to be treated as
open  office  space.  The  Landlord  will  provide  the  aforementioned  tenant
improvements  to  the  following  standard  of  construction:

*B.C.  Building  Code  requirement

i)     Partitions  and  Doors

Interior  partitions  will  be steel stud partitions in the office areas.  Walls
around  washrooms,  lunch  break  rooms  and conference rooms will have acoustic
insulation.

Doors  will  be  3' x 7' solid core hardboard faced wood doors in the office and
hollow  metal  in  the  warehouse  / service areas.  All will have paint finish.

ii)     Floor  Finishes

Carpet  will  be  used throughout the offices.  This will be 26 oz. nylon direct
glue  down  application.

The  warehouse  floor  will be concrete with 2 coats of acrylic sealer installed
under  the  base  building  contract.

iii)     Ceiling  Finishes

Acoustic ceiling tiles will be used throughout the office areas at 9' 0" height.
The  warehouse area will have exposed galvanized metal steel deck and structure.

iv)     Wall  Finishes

Walls in the office areas will have premium grade paint finishes.  The warehouse
will  not  be  finished.

v)     Specialties

Washrooms  will  be  fully  equipped with washroom accessories.  Custom millwork
will  include an 8' long counter at the staff room and washroom vanities.  These
will  be  plastic  laminate  tops  and  melamine  cabinets.

<PAGE>

vi)     Vertical  Conveying

Stairs  to  the second floor will be concrete filled metal pan steel stairs with
steel  handrails.  Treads  will  be  finished  with  carpet  and rubber nosings.
vii)     Heating,  Ventilation  and  Air  Conditioning

The  office  will  be  heated,  ventilated and air conditioned using a series of
packaged  roof  top  units  organized to provide a basic zone controlled system.
Washrooms  will  be  provided  with  exhaust  ventilation.

viii)     Plumbing  &  Drainage

Commercial  quality  Crane  or  American  Standard  plumbing  fixtures  will  be
specified.  Electric domestic water heaters will be used for generating domestic
hot  water  for  the  plumbing fixtures.  One (1) Handicapped accessible 2 piece
washroom  will  be  provided  on  the  ground  floor.

ix)     Fire  Protection

The base building wet pipe sprinkler system will be modified to suite the office
plan.  Any upgrade of warehouse system required will be at the tenant's expense.

Electrical  Services

x)     Lighting

     Generally  speaking,  all office area lighting will be provided by recessed
fluorescent  luminaires.  Placement  of  luminaires  will be arranged to provide
lighting  levels  to  I.E.S.  standards  on  the  task  areas.

xi)     Lighting  Controls

     Lighting controls will be provided to limit the consumption of power during
unoccupied  hours.  Light  switches will be provided for all private offices and
areas  of  1,000  sq.ft.  or  less.

xii)     Exit  Lighting

     Exit  lights  will  be  provided  throughout  in  accordance  with the B.C.
Building  Code.  All  exit lights will be powered from an auxiliary power source
to  provide  power  during  normal  power  outages.

xiii)     Emergency  Lighting

     Emergency  lighting will be provided throughout in accordance with the B.C.
Building  Code.

<PAGE>

xiv)     Power  Distribution

     In  open  office  areas  power  will  be  provided  to accommodate Pac-Pole
installation  to  modular  work  stations.  Wall outlets will be provided at the
rate  of  2  /  150  sq.ft.  in  the  enclosed  office  and  meeting room areas.

xv)     Fire  Alarm  System
     A  complete  zoned, non-coded fire alarm system will be provided throughout
to  the  B.C.  Building  Code  standards.

xvi)     Communication  Systems

     An  empty  conduit  system  will  be  provided to accommodate telephone and
computer  cable  installation  at  the  rate  of  1 / 150 sq.ft. of office area.
Wiring  is  to  be  by  the  tenant.

xvii)     Mechanical  Equipment  Connections

     Connections,  disconnects  and starters will be provided for all mechanical
equipment,  as  required  by  mechanical  system.
Signage

xviii)     Tenant  Signage

     The  Landlord  will  provide,  above  the  entry to the tenant premises, an
illuminated  sign  box  with  a  blank  white  plastic face.  The tenant will be
responsible  for  the  graphics.  No  other  signage  is  permitted.

ixx)     Project  Directory

     A  project  directory  will  be  provided  adjacent to the site entrance to
indicate  all  tenants,  their  unit  number  and  building.

These  improvements are to be completed at the Landlord's sole cost and expense.
Furthermore  the  Landlord  will  be  responsible  for all plans, permits, fees,
inspections,  approvals,  and  occupation  permits  with regard to the Landlords
Improvement  Work.

The  Leased  Premises  will be left free of refuse and in a clean and tenantable
condition  with all mechanical, electrical, heating and plumbing systems in good
working  order  and  available  for  the  Tenant's  occupation.


<PAGE>

                                      LEASE

     THIS  INDENTURE  made  as  of  the     DAY  OF
     (in  pursuance  of  The  Land  Transfer  Act).

BETWEEN:

GLENWOOD  INDUSTRIES LTD., a company incorporated under the laws of the Province
of British Columbia, having a place of business at 13100 Smallwood Place, in the
City  of  Richmond,  in  the  Province  of  British  Columbia,  V6V  2B6

(hereinafter  called  the  "Landlord")

                                                               OF THE FIRST PART

AND:


(hereinafter  called  the  "Tenant")

                                                              OF THE SECOND PART

     WITHESSETH  that  in  consideration  of the rents, covenants and agreements
herein  contained  on  the part of the Tenant, the Landlord hereby leases to the
Tenant  the  premises  described  in  Schedule  "A" hereto, being a portion of a
building  located  on  lands  described as: Parcel Identifier: 000-604-721 Lot 8
Except  Part  dedicated  on  Road  Plan  61212,  District  Lot  26  Group  2 New
Westminster  District,  Plan 33914 and all rights and appurtenances appertaining
thereto, the said premises, rights and appurtenances being hereinafter sometimes
collectively  referred  to  as  the  "demised  premises"  or  the  "premises":

     TO  HOLD  the  premises for the term of           years and          months
(the  "Term")  commencing on the 1st day of                                 (the
"Commencement  Date")  and  ending  on  the         day  of
unless  the  Term  shall  be  sooner  terminated  as  hereinafter  provided.

     If  the  Landlord is unable to obtain an occupancy permit in respect of the
premises  by  _________________,  the Tenant may at its option cancel the Lease.

     THE  TENANT PAYING THEREFOR during the Term base rental (the "base rental")
in  lawful  money  of  Canada  of
          area  of the premises payable in equal consecutive monthly instalments
on  the  first  day  of  every  month  commencing  on  the  first  day  of
;  accordingly  the  monthly  base  rental  will  be
Dollars.

<PAGE>

     The  base rental will be adjusted according to the actual square footage of
the  premises,  to be confirmed by measurement (according to the BOMA standard).

     AND  FURTHER  PAYING  THEREFOR  as  additional  rent  the  monies and other
charges,  costs  and  expenses  herein  provided to be paid by the Tenant at the
several  times  when  they  become  payable.

     If  the  Term  commences on any day other than the first or ends an any day
other  than the last day of the month, the base rental and additional rental for
the fractions of a month at the commencement and at the end of the Term shall be
adjusted  pro  rata.

                                    ARTICLE I
                               Tenant's Covenants

     The  Tenant  covenants  with  the  Landlord  as  follows:

1.1     During  the  Term to pay to the Landlord the base rental hereby reserved
and  all additional rent in the manner and at the times herein provided, without
deduction,  abatement  or  set  off.

     All  base  rental and additional rent in arrears shall bear interest at two
(2%)  per  cent above the Royal Bank of Canada Prime Rate being, as at any date,
the  rate of interest equal to the prime rate of interest per annum from time to
time established by the Royal Bank of Canada as a reference rate of interest for
the  determination  of interest rates which the Royal Bank of Canada will charge
for  loans  made  by  it  in  Canadian  dollars  to  its customers in Canada.  A
certificate  of  an  officer  of  the Royal Bank of Canada at its Vancouver Main
branch  shall  be conclusive as to the said Royal Bank of Canada Prime Rate from
time  to  time.  The  said Royal Bank of Canada Prime Rate is hereinafter called
the "Prime Rate" and is to be determined and calculated on the first day of each
month;

1.2     To  pay  to  the  Landlord,  commencing  on  the  1st  day  of
in  each  and  every  year  during  the  Term,  as  additional  rent:

(a)     all  taxes,  rates,  duties  and assessments whatsoever, including local
improvement  rates,  and  property  taxes  whether  municipal,  parliamentary or
otherwise,  now  charged, levied, rated or assessed, or hereafter to be charged,
levied,  rated or assessed against the demised premises or any similar taxes not
now  in  existence  or contemplated at any time during the Term by any competent
governmental  or municipal body in addition to, or in lieu of, the taxes, rates,
duties  or  assessments  hereinbefore  referred  to but excluding capital tax as
defined  herein;

(b)     if  the  taxes  in respect of the demised premises shall be increased by
reason  of  any  equipment, ,machinery, fixtures or installations in or upon, or
any  alteration  made in or to the demised premises by the Tenant, the amount of
such  increase;

(c)     if  the  Tenant or any person, firm or corporation occupying the demised
premises  or  any  part  thereof shall elect to have the demised premises or any
part  thereof  assessed  for  separate  property  taxes, the amount by which the
separate property taxes exceed the amount which would be payable by the Landlord

<PAGE>

for  property  taxes,  had  such  election  not  be  made;

(d)     notwithstanding  any other provisions of this Lease to the contrary, the
Tenant  shall  pay  to  the  Landlord,  at  such times and in such manner as the
Landlord  may  direct,  an  amount  equal to all goods and services taxes, sales
taxes,  value-added  taxes or any other taxes imposed with respect to base rent,
additional  rental  or other amounts payable by the Tenant to the Landlord under
this  Lease,  howsoever such taxes are characterized.  The amount payable by the
Tenant  hereunder  shall  not be deemed to be base rental or additional rent but
the Landlord shall have all of the same rights and remedies for recovery of same
as  it  has  for  recovery  of  base  rental and additional rent hereunder.  The
payment  of  goods and services taxes shall not be required more frequently than
monthly,  with  payment  of  other  rent  amounts.

Provided  that where any of the foregoing are charged, levied, rated or assessed
with  respect  to  the whole of the lands and building (the "Building") of which
the  demised  premises  form  a  part,  and  the  additional  building (the "New
Building") to be constructed by the Landlord on the lands on which the Building
is situate, the Tenant shall pay its proportionate share ("Proportionate Share")
thereof  being determined by multiplying the amount of such tax, rate, duties or
assessment  by the fraction which the area of the demised premises, comprises of
the total rentable area of the Building and the New Building, which, for greater
certainty,  excludes  all  Common  Areas  (as  defined  in section 1.23 hereof);

1.3     To  pay as and when the same become due, and to save the Landlord in all
respects  harmless  with  respect  thereto, all business taxes from time to time
levied against, or payable by the Tenant in respect of the Tenant's occupancy of
the  demised  premises;

1.4     The tax payments required to be made by the Tenant to the Landlord under
the  provisions of subsections 1.2 (a), (b) and (c) hereof shall be estimated by
the  Landlord,  and  the  Tenant  shall  pay  to the Landlord in addition to the
monthly  payments  of  base  rental  hereinbefore  reserved,  one-sixth  of  the
estimated  annual tax payments in the months of January to June, both inclusive,
in  each  calendar  year with an adjustment being made as hereinafter set forth.
When  the  property  tax bill respecting the demised premises is received by the
Landlord  for  each  year,  the  Tenant shall forthwith pay to the Landlord such
additional  sums as may be required in order that the Landlord may pay the whole
amount  of  the  annual  taxes  as the same fall due.  If the monthly additional
payments  so  paid  by  the  Tenant to the Landlord in the last year of the Term
exceed  or  are  less  in  total  than the Tenant's pro rata share of the annual
property taxes then the appropriate payment shall be paid by the Landlord to the
Tenant  or  vice  versa  as soon as the same has been ascertained.  The Landlord
shall  forward  to the Tenant copies of all notices or tax bills relating to the
imposition  of  property taxes or other charges required hereunder to be paid as
to  part  or  all  thereof  by  the  Tenant;

1.5     Capital  tax  means  an  imputed amount presently or hereinafter imposed
from  time  to  time  on  the  Landlord  and  payable  by  the  Landlord (or any
corporation  acting  on  behalf of the Landlord) and which is levied or assessed
against  the  Landlord on account of its ownership of or capital employed in the
demised  premises.  Capital  tax  shall  be imputed as if the amount of such tax

<PAGE>

were  that amount due if the demised premises were the only real property of the
Landlord  and includes the amount of any capital or place of business tax levied
by  the  Provincial  Government or any other applicable taxing authority against
the  Landlord  with  respect  to  the  demised premises, whether or not known as
capital  tax  or  any  other  name;

1.6     In  each  and  every  year during the Term to pay, satisfy and discharge
directly or indirectly all charges in connection with water, electrical current,
gas,  sewage,  garbage  collection  and  other  public  or  private utilities or
services  extraordinary as well as ordinary, supplied at any time to the demised
premises;

1.7     To indemnify and keep indemnified the Landlord in respect of all losses,
costs,  charges,  penalties  and  expenses  occasioned  by  or  arising from the
non-payment  by  the  Tenant, its subtenants, licensees and assignees of any and
every  tax,  rate, assessment, charge, expense or fee, including any business or
similar  tax  assessed against the Tenant or any sub-tenant or licensee or other
persons occupying the demised premises or any part thereof and provided that the
same  shall  not  be a charge on the demised premises or in any way the ultimate
responsibility  of the Landlord, unless the same shall have already been paid by
the  Tenant  to  the Landlord, and provided that the same shall not be of a kind
personal  to  the  Landlord,  such  as  taxes  on  the  income  of the Landlord;

1.8.1     To  repair,  replace  and  maintain  the  demised premises or any part
thereof,  (excepting  only  reasonable  wear  and tear not inconsistent with the
maintenance  of  a  first-class  commercial  building and hazards covered by the
usual  extended  form  of  fire  insurance  policy)  and,  without limiting the'
generality  of the foregoing, the Tenant shall keep the demised premises in such
condition  as a careful and prudent owner would do, including the replacement of
electrical  light  bulbs, tubes and starters and ballasts.  Provided further the
Tenant shall maintain and repair to a modern standard of usage all equipment and
systems  of  any  nature  in  the demised premises and supplying services to the
demised  premises at such time or times when the Landlord shall advise and shall
perform  such  programme  of maintenance as the Landlord may require in its sole
discretion.  Until  the  Landlord  advises  the  Tenant  of  a  programme  of
maintenance,  the  Tenant  shall  be  obliged  to carry out its own programme of
maintenance  as a prudent owner would do.  Provided further that if the Landlord
advises,  the Tenant shall perform such maintenance programme not later than one
(1)  month  after  'notice has been given by the Landlord to the Tenant, failing
which,  the  Landlord  at its sole option and in its sole discretion may perform
the  required  maintenance  programme at the cost of the Tenant.  In such event,
the  cost  shall  be paid forthwith upon demand by the Tenant to the Landlord as
additional  rental.  Provided  further  that  upon  the  expiration  or  earlier
termination  of  this  Lease,  the  Landlord  may inspect the said equipment and
systems and if the equipment and systems require maintenance or replacement then
the Landlord shall be entitled to perform such maintenance or replacement at the
cost  of the Tenant and upon demand, the Tenant shall pay the entire cost to the
Landlord  forthwith  as  additional  rental;

1.8.2     Provided  further  that  if  any  repairs, replacements or maintenance
which  are  required to be performed by the Tenant under the terms of this Lease
and  are  not  performed when required, then the Landlord in its sole discretion
after  giving  reasonable  written  notice  to  the  Tenant shall be entitled to

<PAGE>

perform  such  repairs,  replacements or maintenance entirely at the cost of the
Tenant  and  the  cost  of  same  shall  be  paid forthwith by the Tenant to the
Landlord  upon  demand.  The  cost  of same shall be considered to be additional
rental  under  this  Lease;

1.9     It  shall  be  lawful for the Landlord and its agents, at all reasonable
times  during  the  Term, to enter the demised premises to inspect the condition
thereof  and  the  Tenant  shall  comply with all reasonable requirements of the
Landlord  with respect to the care, maintenance, replacement and repair thereof,
excepting only reasonable wear and tear not inconsistent with the maintenance of
a  first-class  commercial  building,  and hazards covered by the usual extended
form of fire insurance policy and structural repairs and structural replacement.
Where  an inspection reveals repairs or replacements are necessary, the Landlord
shall give to the Tenant notice in writing and thereupon the Tenant will, within
thirty  (30)  days  from  the date of delivery of the notice, make the necessary
repairs  or replacements in a good and workmanlike manner.  In an emergency, the
Landlord  nay  enter  the  demised  premises  without  notice;

1.10     Subject  to  the  provisions  of this Lease, upon expiration or earlier
termination  of  the Term, the Tenant will peaceably surrender, quit and deliver
up  the  demised  premises  to  the  Landlord  in  a  good  state  of repair and
maintenance,  excepting  only reasonable wear and tear not inconsistent with the
-maintenance  of  a  first-class commercial building, and hazards covered by the
usual  extended  form  of  fire  insurance  policy  and  structural  repairs and
structural  replacement.  The  Tenant  shall  be fully responsible for and shall
rectify  any  damage  to the demised premises not excepted under this provision,
failing  which the Landlord at its option may rectify such damage at the cost of
the  Tenant  and the Tenant shall pay to the Landlord forthwith upon demand such
cost;

1.11     To  comply  promptly  with  and  conform  to  the  requirements  of all
applicable  Governmental  and  Municipal  statutes,  laws,  bylaws, regulations,
ordinances and orders from time to time, or at any time in force during the Term
and  affecting  the  condition, equipment, maintenance, use or occupation of the
demised  premises and with every applicable regulation, order, request or demand
of  any  municipal  fire  department  or  other  similar body, or fire insurance
company by which the Landlord and the Tenant or either of them may be insured at
any  time during the Term.  Such work shall be performed by the Tenant forthwith
upon  demand and failure of the Tenant to complete such work within a reasonable
period  of time after such demand, shall entitle the Landlord at its sole option
and in its sole discretion to terminate the Lease or to perform such work at the
cost of the Tenant and charge back the costs to the Tenant as additional rental;

1.12     In  the  event  of  any damage to the demised premises by any cause, to
give  notice  in  writing to the Landlord of such damage forthwith upon the same
becoming  known  to  the  Tenant;

1.13     At  its  own  expense to keep entrance-ways and all steps and platforms
leading  thereto  clear  of  all  snow,  ice  and  debris;

1.14.1     The  Tenant  covenants  and  agrees  that  it  will  not  permit  any
objectionable  noise  or  odours,  waste, debris of any kind, hazardous or toxic
substances to be deposited on or to escape from the premises which may be deemed
a  nuisance or injurious to the premises or to the Building, the New Building or
to  any  surrounding  buildings  or  surrounding  environment;

<PAGE>

1.14.2     The  Tenant  covenants  and agrees with the Landlord to indemnify and
hold harmless the Landlord of and from all claims, demands, costs, loss, damages
and  expenses  which  the Landlord may incur arising out of any pollution of the
environment or contamination of property, whether real or personal, caused by or
attributable to the operations of the Tenant or the materials handled, stored or
transported  by  the  Tenant  in,  on  or  about  the  demised  premises;

1.15     The  demised  premises shall be used only for the purpose of a day care
centre  and  training  facility  for  independent  ministries and no assignee or
sub-lessee  shall  use  the  demised  premises for any other purpose whatsoever;

1.16     During  the  Term  any  stranger  or  strangers  who  are  prospective
purchasers  or  mortgagees,  or,  within  the  last  six  months  of  the  Term,
prospective  tenants,  may  inspect  the demised premises or any part thereof at
reasonable times and on reasonable notice to the Tenant on producing an order to
that  effect  signed  by  the Landlord, provided that such inspections shall not
impinge  on  the  classified  nature  of  the  business  of  the Tenant, if any;

1.17     Subject  to  section  1.8.1,  to assume the sole responsibility for the
condition,  operation, maintenance and management of the demised premises and to
heat  the same with the heating equipment within the demised premises at its own
expense;

1.18     It will not assign, sub-let, licence or part with the possession of the
demised  premises  or  any  part thereof, or share the occupation of the demised
premises,  or  any part thereof, ,without the consent of the Landlord in writing
first had and obtained and, provided the criteria and conditions hereinafter set
forth  are  met  and  complied  with,  such consent shall not be unreasonably or
arbitrarily  withheld.  As  a  condition  of  the  granting  of its consent, the
Landlord  may  require  any  assignee,  sub-tenant,  licensee or occupant of the
demised  premises  to  execute an agreement whereby he, it or they attorn to and
become the tenants of the Landlord as if he, it or they had executed this Lease.
The  Tenant  shall  furnish to the Landlord copies of any assignment, sub-lease,
licence  or  other  agreement herein contemplated.  Provided that no assignment,
sub-letting,  licensing or parting with possession of the demised premises shall
in any way release or be deemed to release the Tenant, (or any guarantor hereof)
from  its  obligations under the terms of this Lease.  Provided further that the
proposed  assignee,  sub-tenant,  licensee  or  occupant of the demised premises
shall be required to provide financial statements or other financial information
as  the  Landlord  may  require.  It is agreed that the Landlord may consider in
determining  whether  to  grant  consent,  among other matters, the personal and
business  history  of  the  proposed  assignee,  occupant sub-lessee and its key
employees.  The Tenant agrees to pay the reasonable legal fees of the Landlord's
solicitor  relating  to  the  preparation  of  the  Landlord's  consent;

1.19     Other  than  ceiling  air-conditioners and/or exhaust system (plans and
specifications  of which must be submitted to and are subject to approval by the
Landlord,  such  approval  not  to  be  unreasonably withheld) it will not place
anything on the roof, whether signs or otherwise, or in any way make any opening
in  the  roof  for  stacks  or other purposes, or in any way alter the walls, or
structure  of  the  demised  premises  without  the prior written consent of the
Landlord,  which  consent  can  be  arbitrarily  withheld;

<PAGE>

1.20.1     It  will, during the whole of the Term, pay all premiums with respect
to  insurance  to  be  placed  by  the  Landlord  and  described  as  follows:

(a)     Property  of  Every  Description  (Building  and  Equipment) against the
perils  of  "All-Risks"  and  to  be  insured for the Replacement Value, without
allowance  for  depreciation  and  Stated  Amount;

(b)     "Rental Income" for the gross annual rental income on "All-Risks" basis;

(c)     "General Liability Insurance" on a Comprehensive form against claims for
Personal  and  Bodily  Injury and Death and/or Property Damage occurring upon or
about the demised premises and for a limit not less than $2,000,000.00 inclusive
for  any  one  occurrence;

(d)     Such  other  insurance  coverage  or  coverages  as  the  Landlord deems
necessary  or  as  may  be  required  by  its  mortgagee(s);

The  Landlord  shall  obtain  its  insurance  from insurers offering competitive
pricing.  All  such  insurance coverages shall be kept and maintained or amended
by  the  Landlord,  and  in  no event shall the coverage be less than the amount
required  by  any  institutions  then holding mortgages on the demised premises.
The  Tenant  shall  pay  to  the Landlord, as additional rent, together with the
monthly  consecutive  payments  of  base rental and estimated taxes hereinbefore
provided  for,  an  amount  equal  to one-twelfth of the amount of the insurance
premiums payable to maintain the insurance-coverages herein contemplated, and if
on  receipt  of  the  invoice or invoices for the insurance premiums it shall be
made  to  appear  that  the  monthly  payments on account thereof so paid by the
Tenant  to  the  Landlord  shall  be less than sufficient to pay such invoice or
invoices,  then  the  Tenant shall forthwith pay to the Landlord such additional
sums  as  may  be  required  in  order  that, out of such monthly and additional
payments,  the Landlord shall have received the whole of the proportionate share
of the insurance premiums payable by the Tenant hereunder.  The Tenant shall not
do  or permit to be done any act or thing whereby insurance coverages, or any of
them hereinbefore contemplated, -may be increased in premium or cancelled by the
insurer, or the demised premises shall be rendered uninsurable, and if by reason
of any act done or permitted or omission, as the case may be, by the Tenant, the
said insurance coverages, or any of then shall be increased in premium, then the
Tenant  shall  be  liable to pay all of such increase in premium, on demand with
respect  to  the entire coverages, and if the demised premises shall be rendered
uninsurable,  or  if  the  said  insurance  coverages,  or any of them, shall be
cancelled  by  reason of any act or omission, as the case 'maybe, by the Tenant,
and  shall not be susceptible of being replaced, then the Landlord, after giving
the  Tenant  at  least  fourteen (14) days within which to replace the insurance
coverage  or  coverages  shall,  in  its  absolute discretion, have the right to
determine  that  the Term has expired and in such event the Tenant shall deliver
up  possession  of  the  demised  premises  as  if  the  Term  had expired.  The
Landlord-s insurance policies shall contain a waiver of subrogation in favour of
the  Tenant if such waivers are available from time to time at competitive costs
in  accordance  with  insurance  industry  practice;

1.20.2     Provided  that  no  act  required  to  be  done by the Tenant nor any
payment required to be made by the Tenant, including reimbursements of insurance
premiums  paid  by the Landlord, shall relieve the Tenant from any liability for
damage  incurred  by  the  Landlord  as  a  result of any act or omission of the
Tenant;

<PAGE>

1.20.3     Provided  that  where  any  of  the  insurance  premiums
described  in  this paragraph 1.20 are with respect to the whole Building and/or
the  New  Building,  the  Tenant  shall pay only its proportionate share thereof
being  the actual area of the demised premises divided by the actual area of all
rented  floor space in the Building and/or the New Building, as the case may be;

1.21     The Tenant covenants to insure and keep insured during the whole of the
Term, with an insurance company or companies in good standing and upon terms and
conditions  all  satisfactory  to  the  Landlord:

(a)     All  parties  hereto  on  a  Comprehensive  Form  for  bodily injury and
property  damage, general liability coverage arising out of the use, maintenance
or  repair  of  the  demised  premises  and/or the business of the Tenant or any
subtenant,  licensees or occupiers of the demised premises; such insurance shall
be  for a limit of not less than $5,000,000.00 inclusive for any one occurrence,
and  such  higher  limits  as  the Landlord acting reasonably, or the Landlord's
mortgagee  requires  from  time  to time, and contain a severability of interest
clause,  and  a  cross  liability  clause;

(b)     Glass  Coverage  for  the  replacement  of  all  glassbroken, cracked or
damaged  in,  on,  or  about  the  demised  premises;

(c)     Any  other  form  of  insurance  that  the Landlord or any mortgagee may
reasonably  require  from time to -time in form, amounts and for insurance risks
acceptable  to  the  Landlord  and  any  mortgagee.

The  Tenant  covenants  and  agrees  to  provide  the  Landlord with evidence of
insurance  as  required under this provision. such evidence shall be by way of a
certified copy of the insurance policy at such time or times as the Landlord may
require.  The  Tenant  agrees  to  provide  same to the Landlord forthwith after
notice  has  been  given  by  the  Landlord  to  the Tenant of its request.  The
Tenant's  insurance  policies shall contain a waiver of subrogation in favour of
the  Landlord  if  such  waivers  are available from time to time at competitive
costs  in  accordance  with  insurance  industry  practice;

1.22     Not  to use any outside garbage or other containers or allow any ashes,
refuse,  garbage  or  other loose or objectionable ,material to accumulate in or
about  the  demised premises, the Building or the New Building, and not to store
or  cause  to  be  stored  outside of the demised premises any of its inventory,
stock-in-trade  or  raw  materials.  If  the  appropriate by-laws permit outside
garbage  containers,  any  such  containers  to  be  used by the Tenant shall be
securely  closed  on top, shall be provided at the Tenant's expense and shall be
located  only  where  authorized  by  the  Landlord;

<PAGE>

1.23     To  pay  to  the Landlord as additional rent its Proportionate Share of
Common  Area  and  Operating  Costs.  "Common  Area  and Operating Costs" means,
subject  to  the exclusions hereinafter mentioned, the total without duplication
of  all  costs, charges and expenses related to the Common Areas of the Building
in each calendar year during the Term, including without limiting the generality
of  the  foregoing:

(a)     the  cost of gas, oil, power, electricity, water, sewer, communications,
cleaning,  janitorial  and  all  other  utilities  and  services;

(b)     the  cost  of  servicing  and  maintaining  sewer  and drains, lighting,
heating,  ventilating,  air  conditioning  (if  any),  all  other  fixtures  and
equipment  in  the  Building,  the  New  Building  and  for  the  Common  Areas;

(c)     the  cost  of  cleaning,  removing  snow  and  garbage  from, servicing,
maintaining,  operating,  repairing, replacing in lieu of repairing, supervising
and  policing  wages  (including statutory or usual fringe benefits) and fees to
independent  contractors  relating  thereto;

(d)     the  cost  of  all  service  and maintenance of the Building and the New
Building  (other  than  structural  repair  of  the  roof,  exterior  walls  and
foundations  of the Building and the New Building) loading docks, parking areas,
landscaped  areas,  curbs,  sidewalks  and  walkways  including  reasonable
depreciation  on  items  subject  to  periodic  replacement  and  maintenance;

(e)     periodic painting of the exterior of the Building, and the New Building,
common  hallways, passageways and lobbies, parking lot lines and lamp standards;

(f)     the  cost  of  servicing  and  maintaining  directory  signs;

(g)     its  Proportionate  Share of all property management fees (not to exceed
4%  of  the  basic  rent) in respect of the Building and the New Building; these
management  fees  are  only  those costs associated with the collection of rents
attending  to  repairs,  and  the  payment  of  direct  operating  costs;

(h)     all  other  costs,  expenses  and  charges incurred by the Landlord with
respect  to  operating  the  Building  from  time  to  time;

Notwithstanding  the  foregoing,  there  shall be excluded in the calculating of
Common  Area  and Operating Costs, realty taxes, bulk metered electric power and
gas  and  other  items  of cost that would otherwise be included except for this
provision  that  are  otherwise  payable  by  the  Tenant  pursuant  to  express
provisions  of  this  Lease  relating  thereto.  Common Area and operating Costs
shall  not include costs for which the Landlord is reimbursed by the proceeds of
insurance claims on insurance policies required to be maintained by the Landlord
pursuant  to  this  Lease, to the extent of such reimbursement.  Common Area and
Operating  Costs  will be costs necessarily incurred for buildings of the nature
and  kind  of  the  Building and the New Building and goods and services will be
obtained  at  competitive  market  prices;

"Common  Areas"  means  all the areas common to the entire Building, and the New
Building,  including  parking  areas,  landscaped  areas,  common  hallways  and
lobbies,  roadways,  curbs, walkways and sidewalks, washrooms, service areas and
all  facilities and equipment common to the entire Building and the New Building

<PAGE>

and  the  administration  and  maintenance  thereof,  including  electrical
installation,  plumbing  and  drainage  equipment  (other  than  in  respect  of
washrooms  within  rented  or rentable premises) the general signs together with
such  other  areas  or facilities presently or hereinafter installed or provided
for  the use and enjoyment of the entire Building and/or the New Building by its
tenants,  their employees, customers and invitees in common with others entitled
and  to  the  maintenance  and administration of the entire Building and the New
Building;

1.24     To  save  harmless  the  Landlord  from  any  and all liability, costs,
claims,  demands or actions for damages, injury or loss suffered or sustained by
any  person or persons in or about the demised premises or any part thereof, and
for  damage or injury to the property of any person or persons occasioned by the
Tenant,  its  customers,  employees,  servants  or  agents, or by their neglect,
default  or  misconduct  or  occasioned  by  reason  of  any  other  cause  or
matter-whatsoever,  and  in  particular,  but  without  in  any way limiting the
generality  of the foregoing, the Landlord shall not be liable for any damage to
any  such  property  or  persons caused by steam, water, rain, or snow which may
leak  into,  issue  or  flow  from  any part of the demised premises or from the
water,  steam, sprinkler or drainage pipes or plumbing works of the same or from
any  other place or quarter or for any damage caused by, or attributable to, the
condition  or  arrangement  of any electrical or other wiring, or from any other
cause  whatsoever  and the covenants of indemnity herein contained in respect of
damage  to  property,  injury  or  death occurring during the term of this Lease
shall  survive  any  termination  of this Lease, anything herein to the contrary
notwithstanding.  Provided  however  that  this  clause  shall  not apply to any
claims  arising  out  of  the  Landlord's  neglect,  default  or  misconduct;

1.25     Not  to  bring  upon  the  demised  premises  or  any  part thereof any
machinery, equipment, article or thing that by reason of its weight, size or use
might  damage  the demised premises and/or the Building and will not at any time
overload  the floors of the demised premises, and will not cause to be stored or
piled  any  machinery,  equipment, article or thing in such a manner as to cause
damages  to  the  demised  premises  and  if any damage is caused to the demised
premises or the Building by any machinery, equipment, article or thing so stored
or  piled  or by overloading or by any act, neglect or misuse on the part of the
Tenant  or  of  its  servants, agents or employees or any person having business
with  the  Tenant,  the  Tenant  will,  at the option of the Landlord, forthwith
repair  the  same  or  pay to the Landlord the cost of making good same.  In the
event  of  any default by the Tenant under this provision, the Landlord shall be
entitled  to repair the damage at the cost of the Tenant, (and at the Landlord's
sole  option)  and  the Tenant shall forthwith pay the cost of such repairs upon
demand  as  additional  rent;

1.26     The  Tenant  shall,  from time to time, at the request of the Landlord,
produce  to  the Landlord satisfactory evidence of the due payment by the Tenant
of  all  payments  required  to  be  made  by  the  Tenant  under  this  Lease;

1.27     Not  to  place  or attach anything to the outside of the windows or the
exterior  of  the  demised  premises  without  the  prior written consent of the
Landlord,  which  consent may not unreasonably be withheld.  No air-conditioning
equipment  shall  be  placed in the windows or shall extend from the exterior of
the  demised  premises  without  the  consent  in writing of the Landlord, which
consent  may  be  arbitrarily withheld.  The Tenant will have the right to place
reasonable  signage  on  the  exterior  of  the  premises;

<PAGE>

1.28     If any Builders Liens or other liens or Orders for the payment of money
shall be filed against the demised premises by reason, or arising out of the any
labour  or  material,  work  or  service  furnished  to  the Tenant or to anyone
claiming  through  the  Tenant, the Tenant shall, within fifteen (15) days after
notice  to  the  Tenant  of the filing thereof, cause the same to be discharged.
The  Tenant shall defend all suits to enforce such lien or order whether against
the  Tenant  or  the  Landlord  at  the Tenant's own expense.  The Tenant hereby
agrees  to  indemnify  the Landlord against any expense or damage as a result of
such  lien  or  Order;

1.29.1     It  is  agreed  and understood that the sprinkler system (if any), in
the  demised  premises  is  for  ordinary hazard use only-and if the District of
Delta  or other government authority determines at any time during this Lease or
any  renewal hereof that the sprinkler system is not satisfactory for the use of
the  demised  premises  by  the  Tenant,  including  any assignee or sub-tenant,
including  the  use  contemplated by this Lease, then the Tenant shall forthwith
upon  demand  pay  to  the  Landlord  the entire cost of upgrading the sprinkler
system  to  the standards required because of such use, and such monies shall be
payable  to  the Landlord as additional rental and in advance of such work being
performed.  The Tenant further covenants to allow the Landlord and its servants,
agents,  employees  and  representatives to enter the demised premises to effect
such  alterations  to  the  sprinkler  system  and  the  Landlord  shall  not be
responsible to the Tenant for any disturbance or business interruption which may
be  caused.  The Tenant further covenants that in the event the sprinkler system
at  any  time malfunctions the Tenant will immediately notify the Landlord.  The
Tenant shall be fully responsible for all increases in insurance premiums caused
in  and  about  the  demised premises until the alterations have been completed;

1.29.2     In  the  alternative, if the Landlord in its sole discretion does not
desire  to  make  such  alterations, then the Tenant shall be obliged to pay all
insurance  premium  increases  noted  above  as additional rental forthwith upon
demand.  Payment  of  such  increases shall be made at such time or times as the
Landlord  requires;

1.29.3     In  the  further alternative, the Landlord in its sole discretion may
cause  the  upgrading  of the sprinkler system to be performed by the Tenant and
the Tenant agrees to do such work upon receiving notice from the Landlord.  Such
work  shall  be  completed  by  the  Tenant  not later than two (2) months after
receipt  of  notice  from  the  Landlord.  The  Tenant  agrees that it will take
instructions  from  the  Landlord  as  to  the  nature of the upgrading and will
utilize  the  services  of  such  contractor  as  the  Landlord  may  require;

1.29.4     The Tenant covenants and agrees not to shut down the sprinkler system
without  the  prior  written  consent  of  the  Landlord,  which  consent may be
arbitrarily  withheld;

1.30     The  Landlord  and  its agents, servants, employees and representatives
shall  have  the right to inspect the demised premises at any reasonable time or
times  for  the  purpose  of  determining  whether  the  operation of the Tenant
complies  with  the above provisions.  In the event that the Landlord determines
in  its sole discretion that the Tenant is in breach of the above covenant, then
the  Landlord  shall provide the Tenant with notice in writing of the breach and
the  Tenant  shall  within  five (5) days of receipt thereof commence to rectify
such  breach  at  the  Tenant's  expense.  In the event that the Tenant does not
commence  to  rectify such breach within five (5) days, then the Landlord at its

<PAGE>

option  and  in its sole discretion may terminate this Lease without any further
notice  or  may  rectify  such  breach at the cost of the Tenant, and the Tenant
shall forthwith upon demand reimburse the Landlord for the cost of rectification
and  such  sum  shall be considered to be additional rental under this Lease and
collectible as additional rental.  If the Tenant is prevented from commencing to
rectify  the  said  breach  within  five (5) days by a cause beyond the Tenant's
control,  then  the time to commence rectification will be extended accordingly.
Provided  further  that  in  the  event  the Tenant takes action to rectify such
breach  as  noted  above, the Tenant shall complete such rectification not later
than  thirty  (30)  days  after  receipt  of  notice given above by the Landlord
subject  to  any extension due to a cause beyond the Tenant's control.  In every
event,  the Tenant shall be fully responsible for all damage which may be caused
as  a  result  of  the  breach  of  this  clause;

1.31     The  Tenant agrees that the rules and regulations (if any) accompanying
this Lease with such reasonable variations, modifications and additions as shall
from  time  to time be made by the Landlord and any other and further reasonable
rules  and  regulations that may be made by the Landlord and communicated to the
Tenant  in writing-shall be observed and performed by the Tenant and its agents,
servants  and  employees  and  all  such  rules  and regulations now in force or
hereafter put in force shall be read as forming part of the terms and conditions
of  this  Lease  as  if  same  were  embodied  herein;

1.32.1     The  Tenant  shall not permit any vehicles belonging to the Tenant to
cause  obstruction  on any roads, driveways or common Areas in the neighbourhood
of  the  Building  or the New Building, or prevent the ingress and egress to any
other  tenants of the Building or the New Building and other buildings, and will
use  its  best  endeavours to ensure that persons doing business with the Tenant
and  its  servants  and  workmen  shall  not  permit  any vehicles to cause such
obstruction  as  aforesaid;

1.32.2     The  Tenant  shall  not stack any materials on the lands on which the
Building  is  situated,  adjacent  driveways, or common Areas and shall cause no
obstruction to vehicles operating on the said driveways and adjacent parking and
Common  Areas;

1.33     The  Tenant  shall  not  at any time during the Term permit any sale by
auction  to  be  held  within the demised premises or upon the lands or any-part
thereof;

1.34     Notwithstanding  anything  to the contrary set forth in this Lease, the
additional  rent  payable  by  the  Tenant  for  the  period
shall  be                   per  square  foot  of  the  premises  plus Goods and
services  Tax  thereon;

                                   ARTICLE II
                              Additional Covenants

2.0     PROVIDED  that  the Tenant is not in default hereunder it may remove its
trade fixtures at the expiration of the Term, provided that the Tenant shall not
remove  or carry away from the demised premises any part of the building, or any
plumbing, heating, ventilating, air conditioning (if any) or lighting equipment,
wiring or electric panels and services or other building services and equipment;
and  provided  that  the  Tenant  shall  repair  any  damage  occasioned  by the
installation  or  removal  of  its  trade  fixtures.  Should  the Tenant, at the

<PAGE>

expiration  of  the  term hereof, not have removed from the demised premises its
fixtures,  plant,  machinery and equipment then the Landlord may, at its option,
remove  the  same, the cost of such removal, the making good of any damage which
may  be  occasioned  to the demised premises and/or any loss or damage which the
Landlord  may  suffer as a result of the Landlord removing same according to the
terms  of  this Lease, shall be borne by the Tenant and shall become immediately
due  and  payable  by  the  Tenant  to  the Landlord as rent in arrears.  If the
Landlord  elects  not  to  remove the Tenant's fixtures as it is entitled to do,
then  the  ownership of the fixtures shall pass to the Landlord free of any lien
or claims, and the Tenant agrees to execute an acknowledgement to this effect if
required  by  the  Landlord;

2.1     PROVIDED  that  if  during the Term any of the goods and chattels of the
Tenant shall be at any time seized or taken in execution or in attachment by any
creditor  of  the  Tenant  or if a Writ of Execution shall be issued against the
goods  or  chattels  of  the  Tenant, or if the Tenant shall execute any chattel
mortgage  or  bill  of  sale  of  any of its goods or chattels other than in the
ordinary  course  of  business,  or  if a Receiver is appointed or if the Tenant
shall  make  any assignment for the benefit of creditors or commit any other act
of  bankruptcy  as defined in The Bankruptcy and Insolvency Act of Canada or any
amendment  thereto or becoming a bankrupt or insolvent shall take the benefit of
any  Act  which  may  be  in  force  for bankrupt or insolvent debtors, or shall
attempt  to  abandon  the demised premises or to sell or dispose of its goods or
chattels,  so that there would not, in the event of such sale or disposal be, in
the  opinion  of the Landlord, a sufficient distress on the demised premises for
the  then  accruing rent and monies accruing hereunder as rent, then the current
month's rent and any arrears of rent together with the rent for the three months
next  ensuing,  (and  for  the  purpose  hereof  rent  shall  include all monies
designated  to  be  paid as additional rent, including, but without limiting the
generality  of the foregoing, monthly instalments on account of taxes, insurance
premiums  and  maintenance of the demised premises) shall immediately become due
and  payable  and  the Term shall at the option of the Landlord forthwith become
forfeited  and  determined,  in  which  event the Landlord may re-enter and take
possession  of  the  demised  premises  as though the Tenant, or any occupant or
occupants of the demised premises, was or were holding over after the expiration
of  the  term  without  any  right  whatsoever,  provided  that no action by the
Landlord  in  so  doing shall be deemed to relieve the Tenant of its obligations
for  the  payment of base rental and additional rent or any other monies payable
hereunder.  Provided  however that if the Tenant is contesting in good faith any
act which under the terms of this clause would constitute a ground for re-entry,
the  Landlord  may not re-enter while such act is being contested, provided that
the  Tenant is current in payment of base rental and additional rent and, in the
case  of  the appointment of a Receiver, Receiver-Manager, Liquidator or Trustee
in  Bankruptcy,  provided that the Tenant posts with the Landlord a sum equal to
three  (3)  months  rent;

2.2     Provided  that  in  the  case  of removal by the Tenant of its goods and
chattels  from  the  premises,  the Landlord may follow the same for thirty (30)
days,  in  the  same  manner  as  is  provided  for in the Rent Distress Act and
notwithstanding anything contained in the Rent Distress Act or any other statute
or any other subsequent legislation, none of the goods or chattels of the Tenant
at  any time during the continuance of the Term on the demised premises shall be
exempt  from levy by distress for rent in arrears, and that upon any claim being
made  for  any  exemption  by the Tenant on a distress made by the Landlord this
covenant -may be pleaded as an estoppel against the Tenant in any action brought
to  test  the right to the levying upon any such goods, the Tenant waiving as it
hereby does any exemptions from distress ,which might have accrued to the Tenant
under  the  provisions  of  the  Rent  Distress  Act,

<PAGE>

2.3     In the event that the Tenant shall be in default of any of its covenants
hereunder, in addition to any other right which the Landlord may have hereunder,
the  Landlord  may give to the Tenant notice in writing stating the default with
reasonably  sufficient  particulars,  and  requiring  that  the  said default be
remedied  and  that  if such default is not remedied by the Tenant within thirty
(30)  days  after  the  receipt  of  such notice, the Landlord may at its option
either  enter  into  and  upon the demised premises or any part thereof and have
again, repossess and enjoy the same as of its former estate and this Lease shall
thereupon  terminate,  or itself take such steps and do or cause to be done such
things as may be necessary to remedy and correct such default.  Provided however
that  if  the  Tenant  has commenced and is diligently proceeding to remedy such
default,  the  Landlord's  right  to  terminate this Lease will not be effective
while such default is being remedied, provided that the Tenant is current in its
payment  of  base  rental  and  additional  rent.  Written  notice  shall not be
required  in  the  event  of non-payment of base or additional rental.  Provided
further  that  in  the  event  that the Landlord shall be entitled to, and shall
elect  to  make  a  re-entry as hereinbefore provided for, any re-entry or other
action  so  taken shall not be deemed to relieve the Tenant of its obligation to
pay  rent  and  other  monies  payable as rent hereunder and such rent and other
monies  payable  as rent in accordance with the provisions hereof shall continue
to  accrue  and be payable until such time as the Landlord is able to re-let the
premises, or otherwise deal with the same in such manner that it did not sustain
any  loss  should  the  Tenant  thereafter fail to pay the rent and other monies
payable  as  rent  or  otherwise  under  this  Lease.  Provided  further that in
addition  to all other rights hereby reserved to it, the Landlord shall have the
right  to  re-enter  the  demised  premises as the agent of the Tenant either by
force  or  otherwise,  without being liable for any prosecution therefor, and to
re-let  the whole or any portion of the demised premises for any period equal to
or greater or less than the remainder of the then-current term of the tenant and
to  receive  the  rent  therefor,  said  rent  to  be  any sum which it may deem
reasonable,  to  any tenant which it may deem suitable and satisfactory, and for
any  use  and  purpose which it may deem appropriate, and in connection with any
such  lease,  the  Landlord  may  make  such  changes  in  the  character of the
improvements  of  the  demised  premises  as  the  Landlord  may determine to be
appropriate  or  helpful  in  effecting  such  lease,  but in no event shall the
Landlord  be  under any obligation to re-let the demised premises in whole or in
part  for  any purpose which the Landlord may regard as injurious to the demised
premises,  or  to  any  tenant which the Landlord, in the exercise of reasonable
discretion,  shall deem to be objectionable or to apply any rent derived from so
re-letting  the  demised premises upon account of the rent due hereunder and the
Tenant  shall remain liable to the Landlord for the deficiency, if any, it being
the  intention  hereof  that  nothing  herein contained and no entry made by the
Landlord  hereunder  shall in any way release the Tenant from the payment of the
rent  hereby  reserved during the Term beyond such sum as may be realized by the
Landlord  by  such  re-letting  or  by  the proceeds of any distress made by the
Landlord  against  the  Tenant  and  provided that the Landlord shall not in any
event  be  required to pay to the Tenant any surplus of any sums received by the
Landlord  on a re-letting of the demised premises in excess of the rent reserved
hereunder;

                                   ARTICLE III
                              Landlord's Covenants

3.0     The  Landlord covenants with the Tenant for quiet enjoyment. and to make
necessary  structural repairs to the roof, exterior walls and foundations of the
Building  save  and  except damage caused by the negligence or wilful act of the
Tenant,,  its  servants,  agents,  employees  or  invitees;

<PAGE>

3.1     The Landlord covenants that the Tenant shall have the right from time to
time  to make alterations and changes in the interior of the demised premises as
it  may  find  necessary  for its purposes and at its own expense, provided that
plans  for  such alterations or changes shall first be delivered to the Landlord
and  the  consent  of  the  Landlord  in  writing shall first be obtained.  Such
consent may not be unreasonably or arbitrarily withheld.  Provided that upon the
termination  of  this  Lease,  the  Tenant,  if requested by the Landlord, shall
restore the interior of the demised premises to its former condition immediately
prior  to  the  installation  of  such  alterations  or  changes,  including the
restoration  of  such  standard  fixtures  as  may  have  been  installed by the
Landlord,  or  alternatively,  to install such comparable fixtures and materials
which  may  then  be  in  use  and  if  not  so  requested,  any such changes or
alterations  shall  become  the property of the Landlord.  The Landlord reserves
the  right  before  approving  any  such  alterations and changes to require the
Tenant  to furnish it a good and sufficient bond in an amount sufficient to save
the Landlord harmless from the payment of any claims either by way of damages or
liens.  Whenever  the  Tenant makes any repairs, alterations or improvements, it
shall only use union labour of a recognized building trade if so required by the
Landlord,  and  if  required, the Landlord's contractors.  The Landlord shall be
permitted  to  post  signs on the demised premises pursuant to the Builders Lien
Act  disclaiming  responsibility  for  payment  of  such alterations, changes or
improvements.  Provided  further  that  the  Tenant  shall  be permitted, at its
expense,  to  construct  an  outside playground area, the design and location of
which  is  subject  to  the  Landlord's  prior  written  approval.

3.2     The  Landlord  warrants  that  all  electrical outlets, heating systems,
plumbing  and  lighting  will be in good working order on the Commencement Date.

3.3     The  Landlord  shall,  at  its expense, cause the demised premises to be
partitioned from the remainder of the warehouse area of the Building and cause a
second  stairway  to  be  constructed  all  in accordance with the building code
currently  in effect.  The Landlord further covenants, at its expense, to remove
all  debris  resulting  from  such  construction  from  the  demised  premises.

                                   ARTICLE IV
                                     Damage

4.0     Provided  and  it is hereby expressly agreed that if and whenever during
the Term, the demised premises shall be destroyed or damaged by fire, lightning,
tempest  or  by any of the perils insured against under the preceding provisions
hereof,  then  and  in  every  such  event:

(a)     If  the  damage  or  destruction  is  such that the demised-premises are
rendered  wholly  unfit  for  occupancy or it is impossible or unsafe to use and
occupy  them and if in either event the damage, in the reasonable opinion of the
Landlord's  architect,  to be given to the Tenant within thirty (30) days of the
happening  of  such  damage  or  destruction, cannot be repaired with reasonable
diligence  within  180 days from the date the Landlord's architect has given its
opinion,  then  the  Landlord  or  the  Tenant  may  within  five  (5) days next
succeeding  the  giving  of  the  Landlord's  architect's  opinion  as aforesaid
terminate  this  Lease  by  giving  notice  to  the  other  in  writing  of such
termination, in which event this Lease and the Term shall cease and be at an end

<PAGE>

as of the date of such destruction or damage and the rent and all other payments
for  which  the  Tenant  is  liable  under  the  terms  of  this  Lease shall be
apportioned  and paid in full to the date of such destruction or damage.  In the
event  that  neither  the Landlord nor the Tenant so terminate this Lease,. then
the  Landlord  shall  repair the said building with all reasonable speed and the
rent  hereby  reserved  shall abate from the date of the happening of the damage
until  the damage shall be made good to the extent of enabling the Tenant to use
and  occupy  the  demised  premises;

(b)     If  the  damage  be  such that the demised premises are wholly unfit for
occupancy, or it is impossible or unsafe to use or occupy them, but if in either
event  the  damage, in the reasonable opinion of the Landlord's architect, to be
given  to  the Tenant within thirty (30) days from the happening of such damage,
can  be  repaired  with  reasonable  diligence within 180 days from the date the
Landlord's  architect has given its opinion, then the rent hereby reserved shall
abate  from  the  date of the happening of such damage until the damage shall be
made  good  to  the  extent of enabling the Tenant to use and occupy the demised
premises  and  the  Landlord  shall repair the damage with all reasonable speed;

(c)     if, in the reasonable opinion of the Landlord's architect the damage can
be made good as aforesaid within 180 days from the date the Landlord's architect
has  given  its  opinion,  and  the damage is such that the demised premises are
capable  of  being  partially  used  for  the purposes for which they are hereby
demised,  then  until  such damage has been repaired the rent shall abate in the
proportion  that  the  part  of the demised premises which is rendered unfit for
occupancy  bears  to  the  whole of the demised premises, and the Landlord shall
repair  the  damage  with  all  reasonable  speed.

                                    ARTICLE V
                                      Signs

5.0     The  Landlord  shall have the right at any time during the Term to place
upon  the  demised  premises,  the Building and/or the New Building, a notice of
reasonable  dimensions  and  reasonably  placed  so as not to interfere with the
Tenant's  business, stating that the lands, the Building and/or the New Building
or  any  portion  thereof  are for sale, and at any time during the last six (6)
months  of  the  Term that the demised premises are to let, and the Tenant shall
not  remove  such  notices,  or  permit  the  same  to  be  removed.

5.1     No  signs,  sign  boards,  posters,  flags,  advertisements  or  other
decorations on the exterior of, or protrusions from, the demised premises or the
Building  shall be erected, placed or displayed unless first approved in writing
by  the  Landlord,  such  approval  not  to  be  unreasonably  withheld.

5.2     Any  signs,  sign  boards,  posters,  flags, advertisements, decorations
or-protrusions permitted by the Landlord shall remain the property of the Tenant
and shall be removed by it upon the termination of the Term, following which the
demised  premises  shall  be  restored  to their original condition.  The Tenant
shall  indemnify  the  Landlord against any loss or damage caused to any person,
firm, corporation or thing, as a result of the placing or use of any sign,, sign
board,  poster,  flag,  advertisement  or  protrusion  in  or  about the demised
premises.

                                   ARTICLE VI
                                   Definition

6.0     Words  importing  the  singular number only shall include the plural and
vice-versa,  and words importing the masculine gender shall include the feminine
gender and words importing persons shall include firms and corporations and vice
versa.

                                   ARTICLE VII
                                Additional Terms

7.0     It is the intention of the parties that this Lease shall be a completely
carefree net lease for the Landlord and that the rent herein provided to be paid
shall  be  net  and  carefree  to the Landlord and clear of all taxes, costs and
charges arising from or relating to the demised premises and except as otherwise
provided in this Lease and except for any deficiencies in the Landlord's work as
described  in  the  Offer  to  Lease,  that  the  Tenant  shall pay all charges,
impositions  and  expenses  of  every  nature  and  kind relating to the demised
premises, including legal fees incurred by the Landlord to deal with any default
of  the  Tenant,  and the Tenant hereby covenants with the Landlord accordingly.
This  clause  does  not  relieve  the  Landlord  from  his  responsibilities and
obligations  contained  elsewhere  in  this  lease.

7.1     The  failure-of  the Landlord to insist upon a strict performance of any
of the agreements, terms, covenants and conditions hereof shall not be deemed to
be  a  waiver of any rights or remedies that the Landlord may have and shall not
be  deemed  to  be  a  waiver of any subsequent breach or default in any of such
agreements,  terms, covenants and conditions.  All rights and powers reserved to
the  Landlord hereunder may be exercised either by the Landlord or its agents or
representatives  from  time  to  time  and  all  such rights and powers shall be
cumulative  and  not  alternative.

7.2     If  the  Tenant  fails  to  pay any taxes, rates, insurance premiums, or
charges  which  it  has  herein covenanted to pay, the Landlord may pay them and
charge  the  sums  paid to the Tenant who shall pay them forthwith on demand and
the  Landlord,  in  addition to any other remedies, shall have the same remedies
and  may  take  the same steps for the recovery of all such sums as if they were
base  rental  in arrears.  All arrears of base rental and any monies paid by the
Landlord  hereunder,  or owing by the Tenant, shall bear interest at the rate of
two  (2%)  percent  above  the Prime Rate to be determined and calculated on the
first  day  of each 'month, from the time such sums become due until paid to the
Landlord.

7.3     In  the  event  that the Tenant takes possession of the demised premises
prior  to the commencement date of the within Lease, then the Tenant shall pay a
pro  rata  portion of the monthly instalments of rent and additional rent hereby
reserved  for  the  period  from  the  date  it  takes possession of the demised
premises  until  the  commencement  date  of  this  Lease.

7.4     All  payments  required to be made by the Tenant herein shall be made to
the  Landlord  at  the Landlord's address as set out herein, or to such agent or
agents  of  the  Landlord or at such other place as the Landlord shall hereafter
from  time  to  time  direct  in  writing.

7.5     The  Tenant  shall,  whenever  reasonably  so  required by the Landlord,
consent to and become a party to any instrument relating to this Lease which may

<PAGE>

be  required  by  or  on behalf of any purchaser, mortgagee or the-Landlord from
time  to  time  and to postpone its interest in the demised premises to any such
party.  Such  postponement will be effective provided the Landlord uses its best
efforts  to  obtain a non-disturbance agreement from such party in favour of the
Tenant.

7.6     No  acceptance  of rent subsequent to any breach or default hereunder by
the  Tenant  shall  be  taken  to  operate a waiver of such breach or default or
affect  the rights of the Landlord hereunder, and the failure of the Landlord to
insist  upon  the  strict performance of any of the agreements, terms, covenants
and  conditions  hereof  shall  not be deemed a waiver of any rights or remedies
that  the  Landlord  may have and shall not be deemed a waiver of any subsequent
breach  or  default  in any of such agreements, terms, covenants and conditions.

7.7     It  is  understood  and  agreed that whenever and to the extent that the
Landlord  shall  be  unable  to  fulfil or shall be delayed or restricted in the
fulfilment  of any obligation hereunder in respect of the supply or provision of
any  service or utility or the doing of any work or the making of any repairs by
reason  of  being  unable  to  obtain the material, goods, equipment, service or
labour  required  to  enable  it  to fulfil such obligation, or by reason of any
Statute,  Law  or  Order  in  Council, or any regulation or order passed or made
pursuant  thereto,  or by reason of the order or Direction of any Administrator,
Comptroller,  Board,  Governmental  Department  or  Officer, or other authority,
required thereby, or by reason of any other cause beyond its control, whether of
the  foregoing  character  or  not,  the  Landlord  shall  be  relieved from the
fulfilment  of  such  obligation  and  the  Tenant  shall  not  be  entitled  to
compensation  for  any inconvenience, nuisance or discomfort thereby occasioned.
The  Landlord  shall  not  be relieved from the fulfilment of such obligation by
reason  of  shortage  of  money.

7.8     Taxes,  local  improvement  rates,  insurance  premiums,  public utility
charges  and  other  adjustable  items  in respect of those portions of calendar
years,  if  any,  prior and subsequent to the Term shall be adjusted between the
Landlord and Tenant at the commencement of the Term and again at the termination
of  this Lease, to the intent that the burden of any such charges shall be borne
by  the  Landlord  until  the  commencement  of  this  Lease  and  by the Tenant
thereafter  until  it  shall  deliver  up  possession of the demised premises in
accordance  with  the provisions hereof upon the termination of this Lease or of
any  holding  over  hereunder.

7.9     Any  notice,  request or demand herein provided or permitted to be given
by  the  Tenant  to  the  Landlord  shall  be  sufficiently  given  if mailed in
Metropolitan Vancouver, postage prepaid, registered or delivered to the Landlord
addressed  to  it  at:

13100  Smallwood  Place,  Richmond,  B.C.,  V6V  2B6

and  any  notice herein provided or permitted to be given by the Landlord to the
Tenant  shall be sufficiently given if mailed in Metropolitan Vancouver, postage
prepaid,  registered  or  delivered  to  the  Tenant addressed to it its address
appearing  on  page one (1) hereof.  Any such notice given as aforesaid shall be
conclusively  deemed  to  have  been  given  on the date on which such notice is
delivered  if  delivered,  or  on  the fifth business day following the day upon
which  such  notice  is  mailed if mailed as aforesaid.  Either party may at any
time  give  notice in writing to the other of any change of address of the party

<PAGE>

giving  such  notice,  and from and after the giving of such notice, the address
therein specified shall be deemed to be the address of such party for the giving
of  notices  hereunder.  The  word "notice" in this paragraph shall be deemed to
include  any  request,  statement  or  other  writing  in this Lease provided or
permitted  to  be  given  by  the  Landlord  to  the  Tenant  or  vice  versa.

7.10     Provided  that  should  the  Tenant remain in possession of the demised
premises  after the termination of the Term, without other special agreement, it
shall  be  at a monthly base rental equal to the base rental and additional rent
payable  during  the  last 'month of the Term, multiplied by two, payable on the
first  day of each and every month and subject in other respects to the terms of
this  Lease, including those provisions requiring the payment of additional rent
in  monthly  instalments.

7.11     The Tenant agrees that no representation or promise with respect to the
demised  premises  has  been  made by or on behalf of the Landlord except as are
herein  expressly set forth herein and in the Offer to Lease between the parties
dated  which  shall  survive  the  execution  and  delivery  of  this  Lease.

7.12     The  parties  hereto  agree  that  time shall be of the essence of this
Lease,  save  as  is  herein  specifically  set  out.

7.13     This  Lease shall be construed under and in accordance with the laws of
the  Province  of British Columbia and it is hereby agreed that British Columbia
shall  be  the  forum  for  any  legal proceedings in connection with the Lease.

7.14     The  Landlord  at  any  time  and from time to time may sell, transfer,
lease,  assign  or otherwise dispose of the whole or any part of its interest in
the  demised  premises or subdivide the :Lands on which the demised premises are
situate  or  enter  into any mortgage of the whole or any of its interest in the
demised premises and the Tenant covenants and agrees to co-operate and sign such
documents  as  the Landlord may reasonably request with respect to same.  If the
party  acquiring  such  interest  shall  have agreed to assume and so long as it
holds  such  interest,  to  perform  each  of  the  covenants,  obligations  and
agreements  of  the Landlord under this Lease in the same manner and to the same
extent  as if originally named as the Landlord in this Lease, the Landlord shall
thereupon  be  released  from  all  of  its covenants and obligations under this
Lease.

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

7.16     This  Lease  is  and shall be subject and subordinate to all mortgages,
charges,  deeds  of  trust  and  financing  of  the  Landlord and all indentures
supplemental  thereto  which  may now or hereafter affect the lands on which the
demised premises are situate and to all renewals, modifications, consolidations,
replacements  and extensions thereof.  The Tenant agrees to execute promptly any

<PAGE>

document  in  confirmation  of such subordination as the Landlord may request in
order to give effect to the foregoing provisions of this paragraph provided that
the  Landlord  uses  its best efforts to obtain a non-disturbance agreement from
such  lender  in  favour  of  the  Tenant.

7.17     Within  ten  (10) days of being requested to do so by the Landlord, the
Tenant  shall  execute  and  deliver  to  the  Landlord  a  statement in writing
certifying  that  the  Lease  is  unmodified  (or,  if  modified,  stating  the
modifications),  that  it  is  in  full force and effect, the amount of the base
rental  and  additional  rent  paid hereunder, the dates to which such rents and
other  charges hereunder have been paid, by instalment or otherwise, and whether
there  is  any  existing default on the part of the Landlord of which the Tenant
has  notice.

7.18     The  Tenant  covenants  and  agreed  it will not register this Lease or
notice  thereof  in  any  Registry  or  Land  Title Office prior to the Landlord
obtaining  permanent  financing,  or  the occupancy date, which ever is earlier.

7.19     If  any  provision of this Lease is determined by a Court to be illegal
or  unenforceable, it shall be considered to be separate and severable from this
Lease.

7.20.1     Provided it is mutually agreed and understood that if the Tenant duly
and  regularly  pays, the rent and performs all of the provisions and agreements
contained herein on the part of the Tenant to be performed, and provided further
that  the  Tenant is not habitually in default under-the terms of this Lease and
is  not in default at the time of the exercise of the option herein and provided
always  that  the  Tenant  shall  have  given  to the Landlord not less than one
hundred  and  twenty  (120)  days notice in writing before the expiration of the
Term  requesting a renewal of this Lease, the Landlord shall grant to the Tenant
a  renewal  of  this Lease for a further period of five (5) years, upon the same
terms  and conditions as contained herein save as to the rental rate and save as
to  any  further right of renewal.  The rental rate for the renewal period shall
be  at  the then current market rate for premises of a similar size, quality and
location  and  as  mutually  agreed between the Landlord and the Tenant.  In the
event  that the Landlord and the Tenant are unable to agree upon the rental rate
for such renewal period by three (3) months prior to the expiry of the Term, the
matter  shall be submitted to arbitration by notice given by either party to the
other.  Upon  such  notice  being  given, the dispute shall be determined by the
award  of  a  single arbitrator appointed pursuant to the commercial Arbitration
Act  of  British  Columbia.  Each  party shall pay its own costs and shall share
equally the costs of arbitration.  The award and determination of the arbitrator
shall be final and binding upon both parties hereto and each party agrees not to
appeal  any  such  award  or  determination.

7.20.2     In  no event shall the rental for the renewal period be less than the
rental  payable  during  the  Term.

7.20.3     If  the  award of the arbitrator is not given before the commencement
date  of  the  renewal period, then the Tenant shall commence paying rent at the
market  rate  as  determined  by the Landlord, which shall be adjusted forthwith
after the award of the arbitrator has become final and binding, to be calculated
from  the  commencement  date  of  the  renewal  period.

7.20.4     Interest  at  the  rate set out herein shall be calculated monthly on
the  difference between the base rental paid by the Tenant and the actual amount
awarded  by  the  arbitrator  and  shall  be paid forthwith upon demand when the
arbitrator's  decision  has  been  made.

<PAGE>

7.20.5     The  renewal  of  lease form shall be prepared by the Landlord at the
Tenant's  cost  and  the Tenant covenants and agrees to pay to the Landlord said
costs  forthwith  upon  demand.

7.21     The  Tenant  intends  to  commence  making the Tenant's improvements on
(in  accordance with the requirements of section 3.1 hereof).  During the period
inclusive  no  base  rental  or  additional  rent will be payable by the Tenant.
Prior  to  occupying the premises (which includes occupying the premises for the
purpose  of  making  the  Tenant's  improvements)  the  Tenant shall provide the
Landlord  with  proof  of  insurance  in  accordance  with  section 1.21 hereof.

7.22     The  Tenant  acknowledges  that  the  premises are leased accepting all
zoning and other land use restrictions and it is the Tenant's sole obligation to
ensure  that  the  intended  use  is  permitted.

7.23     The  Deposit  of                       held  by  the  Tenant's  agent
pursuant  to  the  Offer  to  Lease  between  the  parties  dated
representing  the  estimated  first  and  last  months base rental and Goods and
Services  Tax  thereon  shall  be  paid  to  the  Landlord  on
prior  to  the  Tenant  occupying  the  premises.

7.24     THIS INDENTURE and everything herein contained shall extend to and bind
and  enure  to  the  benefit  of  the parties hereto and their respective heirs,
executors,  administrators, successors and/or assigns, subject to the consent of
the Landlord being obtained as hereinbefore provided to any assignment, sublease
or  parting  with  possession  of  the  demised  premises  by  the  Tenant.

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

The Common Seal of Glenwood Industries Ltd.)
was hereunto affixed in the presence       )
of:                                        )
                                           )
                                           )
Authorized  Signatory                      )
                                           )
                                           )
Authorized  Signatory                      )

The Common Seal of                         )
was hereunto affixed in the presence       )
of:                                        )
                                           )
                                           )
Authorized  Signatory                      )
                                           )
                                           )
Authorized  Signatory                      )


<PAGE>
                                  SCHEDULE "A"

[TO  BE  PROVIDED]


<PAGE>

                                   SCHEDULE 3

                             MACHINERY AND EQUIPMENT

1.     All  machinery and equipment contained in the leased premises situated at
Suite  120,  6165  Highway 17, Delta, British Columbia, V4K 5B8.  A list of such
machinery  and equipment to be provided by CallDirect Enterprises Inc. to Suncom
Telecommunications  Inc.


<PAGE>

                                   SCHEDULE 4

                               MATERIAL CONTRACTS

1.     Distribution  Agreement,  dated June 19, 1998, between Hello Direct, Inc.
and  CallDirect  Enterprises,  Inc.

2.     Distribution  Agreement, dated June 2, 1998, between Plantronics B.V. and
CallDirect  Enterprises,  Inc.

3.     Lease  Agreement  between  Glenwood  Industries  Ltd.  and  CallDirect
Enterprises,  Inc.  regarding  the  leased  premises situated at Suite 120, 6165
Highway  17,  Delta,  British  Columbia,  V4K  5B8.

4.     Lease  Agreement,  dated  November  7,  1997,  between  Pemberton Leasing
Services  Ltd.,  Call  Direct  Enterprises  Inc.  and  WJM  Communications  Inc.

5.     Lease  Agreement,  dated  September  8,  1997,  between Pemberton Leasing
Services  Ltd.,  Call  Direct  Enterprises  Inc.  and  WJM  Communications  Inc.

6.     Lease  Agreement,  dated  October  29,  1996,  between  Pemberton Leasing
Services  Ltd.,  Call  Direct  Enterprises  Inc.  and  WJM  Communications  Inc.


<PAGE>

                                   SCHEDULE 8

                             PERMITTED ENCUMBRANCES

(See  Attached)


<PAGE>

****************  P P S A   S E C U R I T Y   A G R E E M E N T  ***************

     Reg.  Date:     SEP  08,  1997     Reg.  Length:     3  YEARS
     Reg.  Time:     11:43:37           Expiry  Date:     SEP  08,  2000
     Base  Reg.  #:     7231810         Control  #:     B2474928

     This  registration  was  selected  and  included  for  your  protection
     because  of  close  proximity  to  your  search  criteria.

Block#

 S0001     Secured  Party:     COMMCORP  FINANCIAL  SERVICES  INC.
                               5050  SOUTH  SERVICE  ROAD
                               BURLINGTON  ON  L7R  4C8

 D0001     Base  Debtor:       WJM  COMMUNICATIONS  INC
                               (Business)     #120  -  6165  HIGHWAY  17
                               DELTA  BC  V4K  5B8

=D0002     Bus.  Debtor:      CALL  DIRECT  ENTERPRISES  INC.
                              #120  -  6165  HIGHWAY  17
                              DELTA  BC  V4K  5B8
     General  Collateral:
     GOODS  CONSISTING  OF  COMPUTER  EQUIPMENT  WITH  ACCESSORIES
     C/N  079982   L/N  N  747810
******************************************************************************
Some,  but  not  all,  tax  liens  and  other Crown claims are registered at the
Personal  Property  Registry  (PPR) and if registered, will be displayed on this
search  result.  HOWEVER, it is possible that a particular chattel is subject to
a  Crown  claim  that  is  not  registered  at  the  PPR.  Please  consult  the
Miscellaneous  Registrations  Act,  1992 for more details.  If you are concerned
that  a particular chattel may be subject to a Crown claim not registered at the
PR,  please  consult  the  agency  administering  the  type  of  Crown  claim.
******************************************************************************
WARNING:     The  currency  date  noted  at the top of this search indicates the
date  to which registrations have been completely recorded on the system.  While
some  registrations  processed after this date may be included, others may still
be  in  process  and  not  included.

                               END  OF  SEARCH


<PAGE>
                                                                          Page 1

Curr  Date:  MAR  11   1999     BC  Online:  PPRS  SEARCH  RESULT     1999/03/15
Lterm:  XPSP0050     For:  PW53800  CLARK,  WILSON     15:41:22

     Index:  BUSINESS  DEBTOR

Search  Criteria:  CALLDIRECT  ENTERPRISES  INC.

****************  P P S A   S E C U R I T Y   A G R E E M E N T  ***************

     Reg.  Date:     MAY  15,  1996     Reg.  Length:     3  YEARS
     Reg.  Time:     11:55:37           Expiry  Date:     MAY  15,  1999
     Base  Reg.  #:     6383029         Control  #:     B1927335

     This  registration  was  selected  and  included  for  your  protection
     because  of  close  proximity  to  your  search  criteria.

Block#

 S0001     Secured  Party:     COMMCORP  FINANCIAL  SERVICES  INC.
                               5050  SOUTH  SERVICE  ROAD
                               BURLINGTON  ON  L7R  4C8
 D0001     Base  Debtor:       WJM  COMMUNICATIONS  INC
             (Business)        506  -  2288  PINE  STREET
                               VANCOUVER  BC  V6J  5G4
=D0002     Bus.  Debtor:       CALL  DIRECT  ENTERPRISES  INC.
                               506  -  2288  PINE  STREET
                               VANCOUVER  BC  V6J  5G4
     General  Collateral:
     GOODS  CONSISTING  OF  COMPUTER  EQUIPMENT  WITH  ACCESSORIES
     C/N  079982   L/N  N  674021

****************  P P S A   S E C U R I T Y   A G R E E M E N T  ***************

     Reg.  Date:     JUL  29,  1996     Reg.  Length:     3  YEARS
     Reg.  Time:     11:45:00     Expiry  Date:     JUL  29,  1999
     Base  Reg.  #:     6521798     Control  #:     F0440621

Block#
 S0001     Secured  Party:     SANYO  CANADA  INC.
                               50  BETH  NEALSON  DRIVE
                               TORONTO  ON  M4H  1M6
=D0001     Base  Debtor:       CALLDIRECT  ENTERPRISES  INC
           (Business)          4783  LONDON  GREEN
                               DELTA  BC  V4K  4X1

   General  Collateral:
PRODUCTS  BEARING  THE  NAME  "SANYO"  OR "FISHER" OR "NORTEL" INCLUDING BUT NOT
LIMITED  TO:  TELEVISIONS,  STEREOS,  HOME  ENTERTAINMENT  PRODUCTS, APPLIANCES,
TELEPHONES,  OFFICE  AND  BUSINESS EQUIPMENT, VIDEO AND CAMERA EQUIPMENT AND ALL
ACCESSORIES,  TRADE  FIXTURES  AND  BOOK DEBTS NOW OR HEREINAFTER ACQUIRED.  ALL
PRESENT  AND  AFTER  ACQUIRED  PERSONAL  PROPERTY  OF  THE  DEBTOR.
                                                          Continued on Page    2
Search  Criteria:  CALLDIRECT  ENTERPRISES  INC.          Page:   2

<PAGE>

                                   SCHEDULE 11
                                    CONSENTS

1.     Consent  of  Glenwood  Industries  Ltd.  regarding  the  leased  premises
situated  at  Suite  120,  6165  Highway  17,  Delta, British Columbia, V4K 5B8.

2.     Consent  of  Shareholders  of  CallDirect  Capital  Corp.  and CallDirect
Enterprises  Inc.


<PAGE>
                                   SCHEDULE 14
                              ASSUMED INDEBTEDNESS

1.     Indebtedness  of CallDirect Enterprises Inc. as set forth on the attached
list  of creditors which the Purchaser has settled for no more than CDN$109,000.