Exhibit  10.12



                                OFFER TO SUBLEASE
                              1132 HAMILTON STREET
                                (THE "BUILDING")

DATE:     August  2,  2001

TO:     ROYAL  LEPAGE  COMMERCIAL  INC.     (THE  "AGENT")
        P.O.  BOX  37,  ROBSON  COURT
        STE.  500  -  840  HOWE  STREET
        VANCOUVER,  BC  V6Z  2M7

        Attention:  lain  Young


BETWEEN:     BLASTRADIUS  COMMUNICATIONS  INC.   (THE  "SUBLANDLORD")

             1148  Homer  Street  Vancouver,  BC


AND:         ELGRANDE.COM  INC.  (THE  "SUBTENANT")
             308  -  1040  Hamilton  Street
             Vancouver,  BC  V6B  2R9

The  Subtenant  hereby  offers to sublease from the Sublandlord certain premises
(the  "Premises"),  being  a  portion  of  the building located at 1132 Hamilton
Street  (the  "Building")  on  the  following  terms  and  conditions:

1.     DESCRIPTION  OF  PREMISES
       -------------------------

The  Premises  are  located  in  the  Building  on  the 3rd floor and consist of
approximately  Three  Thousand  (3,000)  rentable square feet of office space as
shown  outlined  in heavy black line on the floor plan attached as Schedule "A".

2.     TERM
       ----

The  term  of  the  Sublease  will  be for four (4) years and one (1) month (the
"Term"), commencing on October 1, 2001 (the "Commencement Date") and expiring on
October  31,  2005.

3.     BASIC  RENT
       -----------

The  Subtenant  will  pay  to  the Sublandlord Basic Rent of Sixteen Dollars and
Fifty  Cents ($16.50) per rentable square foot 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.

4.     PERMITTED  USE
       --------------

The  Premises  are  to  be used for the purpose of general office use and for no
other  purposes  without  the  prior written approval of the Sublandlord and the
Head  Landlord.


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5.     SUBTENANT  RESPONSIBILITIES  -  ADDITIONAL  RENT
       ------------------------------------------------

In addition to Basic Rent plus GST, the Subtenant will pay for all other charges
and  expenses provided for in the Head Lease (as described below) from and after
the  Commencement Date in accordance with the terms of the Head Lease, including
without  limitation  the  "Tenant's"  share  (as  such  share  is  determined in
accordance  with  the  terms  of  the Head Lease) of property taxes, water/sewer
rates,  building insurance, maintenance, management fees, heat, light and power,
plus  GST  applicable  to  the  foregoing.

6.     SUBLANDLORD'S  IMPROVEMENT  WORK
       --------------------------------

The  Premises  to be provided by the Sublandlord will be on an "as is, where is"
basis

7.     SUBTENANT'S  IMPROVEMENT  WORK
       ------------------------------

For  any  improvement  work,  the  Subtenant will be required to prepare working
drawings  of the proposed improvement work and obtain the written consent of the
Sublandlord  and  the Building owner (the "Head Landlord") before commencing the
improvement work. All improvement work will be done at the Subtenant's sole cost
and  expense  by qualified and licensed contractors and sub-contractors who will
be  subject  to  the approval of the Sublandlord and the Head Landlord. All such
Subtenant  improvement  work  will  be  performed  in  a  first  class manner in
accordance  with  the  provisions  of  the  Head  Lease.

8.     PERMITS  AND  LICENSES
       ----------------------

The  Subtenant  will be responsible for obtaining all necessary building permits
and  approvals  as  required  by  the  relevant  regulatory  authorities for the
Subtenant's  improvement work. Such permits and approvals must be secured before
the  Subtenant  commences  its  improvement  work.

If  required  by  the  municipal  authorities,  the  Subtenant  will  also  make
application for an occupancy certificate for the Premises upon completion of the
Subtenant's  improvement  work.

9.     SUBORDINATE  TO  HEAD  LEASE
       ----------------------------

The  Subtenant  will  perform and will be responsible to the Sublandlord for the
performance and observance of each and every covenant, term and condition in the
Head  Lease  on the part of the Tenant to be performed and observed, provided it
is  not  inconsistent  with  any  of  the  provisions of this Offer to Sublease.

10.     SUBTENANT'S  CONDITIONS
        -----------------------

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

(a)     the consent of the Head Landlord to this Sublease, if required under the
terms  of  the  Head  Lease;  and
(b)     review  of  the  Head  Lease.




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(the  "Subtenant's  Conditions").  The Subtenant's Conditions will be removed or
waived  by  notice  in writing from the Subtenant to the Sublandlord within Five
(5)  business  days  of  the Sublandlord's acceptance of this Offer to Sublease,
failing  which  this  Offer to Sublease will be null and void and of no force or
effect.  In  such  event,  the  Agent  is  hereby  irrevocably  directed  by the
Sublandlord  and  the  Subtenant  to forthwith repay the Deposit (as hereinafter
defined)  to  the Subtenant without the need for any further consent, release or
direction.  The Sublandlord acknowledges the receipt of Ten Dollars ($10.00) and
other  good  and  valuable  consideration  to  be retained by the Sublandlord as
consideration  for  keeping this Offer to Sublease open for acceptance until the
time  for  removal  or  waiver  of  the  Subtenant's  Conditions  has  expired.

11.     SUBLANDLORD'S  CONDITIONS
        -------------------------

This  Offer  to Sublease is subject to the following conditions precedent all of
which  are  for  the  sole  benefit  of  the  Sublandlord:

(a)     the consent of the Head Landlord to this Sublease, if required under the
terms  of  the  Head  Lease;  and
(b)     approving  the  Subtenant's  credit  report.

(the  "Sublandlord's  Conditions"). The Sublandlord's Conditions will be removed
or waived by notice in writing from the Sublandlord to the Subtenant within five
(5)  business  days  of  the

Sublandlord's  acceptance of this Offer to Sublease, failing which this Offer to
Sublease  will  be  null  and void and of no force or effect. In such event, the
Agent  is  hereby  irrevocably  directed by the Sublandlord and the Subtenant to
forthwith  repay  the  Deposit (as hereinafter defined) to the Subtenant without
the  need  for  any  further  consent,  release  or  direction.   The  Subtenant
acknowledges  the  receipt  of  Ten Dollars ($10.00) and other good and valuable
consideration  to be retained by the Subtenant as consideration for keeping this
Offer  to  Sublease  open for acceptance until the time for removal or waiver of
the  Sublandlord's  Conditions  has  expired.

12.     DEPOSIT
        -------

Upon acceptance of this Offer to Sublease by the Sublandlord, the Subtenant will
tender  a  deposit  cheque in the amount equal to two (2) months gross rent plus
GST  (collectively  the  "Deposit").  If this Offer to Sublease becomes null and
void,  the  Deposit  will  be  refunded  to  the  Subtenant without deduction in
accordance  with  the provisions of the Subtenant's Conditions and Sublandlord's
Conditions,  as  applicable.  The deposit shall be applied to the first and last
months  rent  of  the  term.

The  Deposit  will  be  paid  to  the  Agent  at  the  following  address:

ROYAL  LEPAGE  COMMERCIAL  INC.
P.O.  Box  37,  Robson  Court
Ste.  500  -  840  Howe  Street
Vancouver,  BC  V6Z  2M7









<PAGE>

13.     RIGHT  OF  FIRST  REFUSAL  TO  SUBLEASE  EXISTING  AND  ADJOINING  SPACE
        ------------------------------------------------------------------------

Provided  the  Subtenant has not been in breach of the Sublease, the Sublandlord
grants  to the Subtenant a right of first refusal to sublease any portion of the
2nd  or  3rd  floors of the Building to include the existing premises on the 3rd
floor hereinbefore referred to, on the terms and conditions of a bona fide offer
to  lease  acceptable  to  the Sublandlord. The Sublandlord shall deliver a true
copy  of any such bona fide offer to the Subtenant, and the Subtenant shall have
three  (3)  days from receipt of the same within which to notify the Sublandlord
in  writing  that it intends to exercise its right of first refusal to lease the
Adjoining  Space  and/or  the Subtenant's existing premises. If the Subtenant so
notifies  the  Landlord  in  writing, a binding agreement to lease the Adjoining
Space  and/or  the  Subtenant's  existing  premises  shall  exist   between  the
Sublandlord and Subtenant on the terms and conditions contained in the said bona
fide  offer.

If  the  Subtenant  does  not  exercise  its right of first refusal to lease the
Adjoining  Space and/or the Subtenant's existing premises, the Sublandlord shall
be entitled to lease the same in accordance with the terms and conditions of the
said bona fide offer, but not otherwise, and upon so doing the Subtenant's right
of  first  refusal shall cease. The Subtenant shall not have the right to assign
its  rights  hereunder.

14.     RELOCATION
        ----------

In  the  event  the  Subtenant does not exercise any right of first refusal upon
receiving notice from the Sublandlord of a bona fide offer which the Sublandlord
ultimately  accepts the Subtenant shall at the Sublandlord's request relocate to
the  2nd floor and Sublease approximately three thousand (3,000) rentable square
feet  on the Hamilton Street side of the building. Terms and conditions shall be
the same as the original sublease except for any further rights of first refusal
and  the  Basic  Rent  shall  be  $14.00  net  per  rentable  square  foot.

15.     RIGHT  OF  CANCELLATION
        -----------------------

The Subtenant shall have the one time right to cancel the Lease effective at the
end  of  the  eighteenth (18th) month of the Sublease term, giving not less than
three  (3)  months  prior  written  notice  of  its  intention  to  do  so.

16.     NO  REPRESENTATIONIGOVERNING  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 Sublease. This Offer to Sublease will be
governed  by  and construed in accordance with the laws of the province in which
the  Building  is  situated.

17.     TIME  OF  THE  ESSENCE
        ----------------------

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

18.     AGENCY  DISCLOSURE
        ------------------

The  Subtenant  has  an  agency relationship with Royal LePage and lain Young is
acting  on  behalf  of  the  Subtenant.
<PAGE>

19.     Subtenant  shall  allow Sublandlord or Sublandlord's agent access to the
space  to  tour  potential  tenants  with  reasonable  notice.

20.     ACCEPTANCE
        ----------

This  Counter  Offer  to  Sublease is open for acceptance until August 13, 2001,
5.00  pm and, if not accepted before the end of such period, it will be null and
void.






     DATED  at  Vancouver,  this  7  day  of  August,  2001.

ELGRANDE.COM  INC.


Per:     ______________________               ________________________
(Authorized  Signatory)                    Witness

     ______________________
(Name  and  Title)


WE  HEREBY  accept  this  Counter Offer to Sublease and agree to be bound by the
terms  and  conditions  contained  herein.


     DATED  at  Vancouver,  this  ____  day  of  August,  2001

BLASTRADIUS  COMMUNICATIONS  INC.



Per:     ______________________               __________________________
     (Authorized  Signatory)     Witness


     _____________________
(Name  and  Title)


















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