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LAND TITLE ACT
FORM C
(Section 219.81)


Province of
British Columbia
GENERAL INSTRUMENT - PART 1 (This area for Land Title Office Use)
                                                             Page 1 of - 6 pages
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1.      APPLICATION: (Name, address, phone number and signature of applicant,
        applicant's solicitor or agent)

        BULL, HOUSSER & TUPPER, Barristers & Solicitors, Suite 3000, 1055 West
        Georgia Street, Vancouver, British Columbia, V6E 3R3 687-6575 (Client
        Number 010651)


        Per:___________________________
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2.      PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND:*
        (PID)               (LEGAL DESCRIPTION)

        023-306-696         Strata Lot 1 District Lot 764 Group I New
                            Westminster District Strata Plan LMS2241 Together
                            with an interest in the common property in
                            proportion to the unit entitlement of the Strata Lot
                            as shown on Form 1, Municipality of North Vancouver
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<TABLE>
<S>                                   <C>                        <C>
3.      NATURE OF INTEREST:*
        DESCRIPTION                    DOCUMENT REFERENCE            PERSON ENTITLED TO INTEREST
                                      (page and paragraph)


        Priority Agreement granting    Entire Instrument         Owner of Mortgage No. BK24371 and
        Mortgage No.BK24371 and                                    Assignment of Rents No. BK24372
        Assignment of Rents No.                                             (Transferee)
        BK24372 priority over
        Mortgage No. BK24373
</TABLE>
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4.      TERMS. Part 2 of this instrument consists of (select one only):

(a)   Filed Standard Charge Terms     [ ]  D.F. Number:

(b)   Express Charge Terms            [X]  Annexed as Part 2

(c)   Release                         [ ]  There is no Part 2 of this instrument

A selection of (a) includes any additional or modified terms referred to in Item
7 or in a schedule annexed to this instrument. If (c) is selected, the charge
described in Item 3 is released or discharged as a charge on the land described
in Item 2.
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5.      TRANSFEROR(S):*

        LOCK INVESTMENTS LTD. (Incorporation No. 221322), of 300 - 1445 West
        Georgia Street, Vancouver, British Columbia, V7X 1T2
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6.      TRANSFEREE(S): (including occupations(s), postal address(es) and postal
        code(s))*

        ROYAL BANK OF CANADA, a chartered bank of Canada, having a branch office
        and postal address at 1025 West Georgia Street, Vancouver, British
        Columbia, V6E 3N9
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<PAGE>   2

GENERAL INSTRUMENT - PART 1                                               Page 2
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7.      ADDITIONAL OR MODIFIED TERMS: N/A
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8.      EXECUTION(S): This instrument creates, assigns, modifies, enlarges,
discharges, or governs the priority of the interest(s) described in Item 3 and
the Transferor(s) and every other signatory agree to be bound by this
instrument, and acknowledge(s) receipt of a true copy of the filed standard
charge terms, if any.

Officer Signature(s)           EXECUTION DATE         Party(ies) Signature(s)

                               Y     M     D






                                                    LOCK INVESTMENTS LTD. by its
/s/ PHILLIP C. MARSHALL        96    2     26       authorized signatory:
-------------------------
Name: PHILLIP C. MARSHALL                           /s/ MARGHERITA OBERTI
Barristar & Solicitor                               ----------------------------
Suite 1724, Four Bentall Centre,                    Name: MARGHERITA OBERTI
1055 Dunsmuir St.
P.O. 49043, Vancouver,
British Columbia V7X 1C4
Telephone (604) 689-8001





OFFICER CERTIFICATION

Your signature constitutes a representation that you are a solicitor, notary
public or other person authorized by the Evidence Act, R.S.B.C. 1979, c. 116, to
take affidavits for use in British Columbia and certifies the matters set out in
part 5 of the Land Title Act as they pertain to the execution of this
instrument.

*  If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E.

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                                                                          Page 3


TERMS OF INSTRUMENT - PART 2


                              EXPRESS CHARGE TERMS

                              (Priority Agreement)

               By its or their execution of the Form C (General Instrument -
Part 1) to which these Express Charge Terms are annexed, the Transferor(s)
described in Section 5 of the said Form C, for value received, does or do hereby
and thereby warrant, represent, grant, consent, covenant, agree, acknowledge and
confirm as follows:

1.      Definitions

1.1     In these Express Charge Terms and in the Form C to which these Express
Charge Terms are annexed:

   (a)  "Agreement" means the agreement created by Part 1 and Part 2 together;

   (b)  "Debtor" means the party or parties described in Section I of Schedule A
        hereto and includes its or their heirs, executors, administrators,
        successors and assigns;

   (c)  "Form C" means the form identified as Form C (General Instrument - Part
        1) to which these Express Charge Terms are annexed;

   (d)  "Grantor" means the party or parties described in Part 1 as the
        Transferor(s);

   (e)  "Grantor Security" means the security issued or granted to or held by
        the Grantor as described in Section II of Schedule A hereto and any
        modification, extension, renewal or substitution thereof or therefor in
        effect from time to time;

   (f)  "Lands" means the lands and premises described or referred to in Item 2
        of Part 1 or, when the said lands and premises are not registered in the
        name of the Debtor, the Debtor's interest therein;

   (g)  "Part 1" means all of the terms, conditions and other information
        contained in Form C and any schedule or attachment to Form C and which
        does not form a part of Part 2;

   (h)  "Part 2" means these Express Charge Terms;

   (i)  "Royal" means the party described in Part 1 as the Transferee(s);

   (j)  "Royal Security" means the security issued or granted to or held by
        Royal as described in Section III of Schedule A hereto and any
        modification, extension, renewal or substitution thereof or therefor in
        effect from time to time;

<PAGE>   4

                                                                          Page 4


   (k)  except where the context may otherwise require, all references to the
        Grantor Security, the Royal Security and the Lands include in each case
        where applicable each or any of them or any part or parts thereof
        separately.

2.      Warranties and Representations

2.1     The Grantor hereby warrants and represents to Royal:

   (a)  that the Grantor is the legal and beneficial owner of the Grantor
        Security and that the Grantor Security has not been assigned,
        transferred or otherwise disposed of, in whole or in part, and that the
        Grantor is entitled to receive all monies secured thereby; and

   (b)  that the Grantor has not commenced any enforcement or realization
        proceedings under any of the Grantor Security and that no floating
        charge comprised in or constituted by any of the Grantor Security has
        been crystallized.

3.      Grant of Priority

3.1     The Grantor does hereby:

   (a)  consent to the creation or granting by the Debtor of the Royal Security
        notwithstanding any prohibition thereof contained in the Grantor
        Security and does hereby waive any breach by the Debtor of or default
        under the Grantor Security resulting from the issuance or granting of
        the Royal Security;

   (b)  grant to Royal priority over the interest which the Grantor has now or
        may at any time hereafter acquire in and to the Lands under or by virtue
        of the Grantor Security and does hereby postpone the Grantor Security
        and the mortgages, charges and security interests created thereby, and
        all right, title and interest of the Grantor thereunder or pursuant
        thereto in and to the Lands to the Royal Security and the mortgages,
        charges and security interests created thereby in or upon the Lands, to
        the intent that all right, title and interest of the Grantor in and to
        the Lands shall be subject to the right, title and interest which Royal
        has now or may at any time hereafter acquire in and to the Lands under
        or by virtue of the Royal Security to the same extent as if the Royal
        Security and the mortgages, charges and security interests created
        thereby had been entered into, granted, executed, delivered, registered,
        attached and perfected and as if all moneys advanced or readvanced on
        the security thereof from time to time had been advanced prior to the
        entering into, granting, issuance, execution, delivery, registration,
        attachment and perfection of the Grantor Security and the mortgages,
        charges and security interests created thereby and prior to the
        advancement of any monies secured thereby;

   (c)  postpone and defer all its rights under the Grantor Security and all the
        lien, charge and security interest thereof upon or in the Lands to the
        Royal Security and to the lien, charge and security interest which Royal
        has acquired or may at any time hereafter acquire upon or in the Lands
        under or by virtue of the Royal Security, to the intent that the Royal
        Security shall be, become and remain a mortgage, charge and security
        interest upon or in the Lands having and retaining priority to the full
        extent thereof over the Grantor Security;

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                                                                          Page 5


   (d)  agree that the provisions of this Agreement will apply notwithstanding
        the respective date or dates on which:

            (i)   any floating charge of any of the Grantor Security or the
                  Royal Security is crystallized; the Grantor or Royal commences
                  enforcement or realization proceedings under the Grantor
                  Security or the Royal Security, as the case may be; or

            (iii) any notice is given to any debtor of the Debtor either by the
                  Grantor or its assigns or by Royal and its assigns.

4.      General Provisions

4.1     Royal may grant time, renewals, extensions, releases and discharges to,
accept compositions from and otherwise deal with the Debtor as it may see fit,
the whole without notice to the Grantor and without prejudice to or in any way
limiting or affecting the agreements on the part of the Grantor set forth in
this Agreement.

4.2     The headings to the provisions of this Agreement are inserted for
convenience of reference only and shall not form part of nor affect the
interpretation of this Agreement.

4.3     This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns. References herein to the singular or neuter include the plural and
the masculine or feminine, and vice versa, as the context may require.

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                                                                          Page 6


                                   SCHEDULE A

SECTION I - DEBTOR

     NIFCO SYNERGY LTD.



SECTION II - GRANTOR SECURITY

1.   Mortgage registered against the Lands under number BK24373.



SECTION III - ROYAL SECURITY

1.   Mortgage of the Lands securing the principal sum of $289,000, which is
     registered in the Vancouver Land Title Office under number BK24371;

2.   Assignment of Rents registered against the Lands in the Vancouver Land
     Title Office under number BK24372.



                                 END OF DOCUMENT
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                             DIRECTION AS TO PAYMENT

TO:       Royal Bank of Canada
          Vancouver Business Banking Centre
          1025 West Georgia Street
          Vancouver, British Columbia
          V6E 3N9

AND TO:   Bull, Housser & Tupper
          Barristers and Solicitors
          3000 - 1055 West Georgia Street
          Vancouver, British Columbia
          V6E 3R3

RE:     Financing provided by Royal Bank of Canada in connection with the
        purchase by Nifco Synergy Ltd. of the real property described as Parcel
        Identifier: 023-306-696, Strata Lot I District Lot 764 Group I New
        Wesminster District Strata Plan LMS2241 Together, with an interest in
        the common property in proportion to the unit entitlement of the Strata
        Lot as shown on Form 1, Municipality of North Vancouver ("Lands").

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This constitutes your irrevocable authority and direction to pay to or at the
direction of Allard & Company, Barristers & Solicitors, in trust, the sum of
$289,000 or such lesser sum as they may specify out of loan monies being made
available to the undersigned by Royal Bank of Canada in connection with the
purchase by the undersigned of the Lands and the clearing of title thereto.

            Dated this 19 day of January, 1996.

THE CORPORATE SEAL OF                             )
NIFCO SYNERGY LTD. was hereunto affixed in        )
the presence of:                                  )
                                                  )
/s/ NATHAN NIFCO                                  )         C/S
-----------------------------------               )
Authorized Signatory                              )