Filed by Automated Filing Services Inc. (604) 609-0244 - ALDA Pharmaceuticals Corp. - Exhibit 4d






LEASE AGREEMENT 
TABLE OF CONTENTS

	 	  	  	Page 
	 	  	  	  
	1.0 	SUMMARY OF TERMS 	1 
	 	1.1 	TERMS 	1 
	 	1.2 	DEFINITIONS 	2 
	 	  	  	  
	2.0 	DEMISE AND TERM 	3
	 	2.1 	DEMISE, PREMISES 	3
	 	2.2 	TERM 	3
	 	2.3 	LICENSE TO USE COMMON AREAS 	3
	 	  	  	  
	3.0 	RENT AND OTHER PAYMENTS
      	3
	 	3.1 	RENT 	4 
	 	3.2 	ADDITIONAL RENT 	4 
	 	3.3 	PAYMENT OF TAXES 	4
	 	3.4 	TENANT TAXES 	4
	 	3.5 	RIGHT OF APPEAL 	4
	 	3.6 	COMMON COSTS 	4
	 	3.7 	OTHER EXPENSES AND OUTLAYS 	5
	 	3.8 	BUSINESS TAX, ETC 	5
	 	3.9 	EVIDENCE OF PAYMENTS 	5
	 	3.10 	POSTDATED CHEQUES 	5
	 	  	  	  
	4.0 	TENANT'S OPERATING COVENANTS
      	5
	 	4.1 	PAY RENT 	5
	 	4.2 	USE OF PREMISES 	6 
	 	4.3 	NO NUISANCE ETC 	6
	 	4.4 	COMPLY WITH LAWS 	6
	 	4.5 	COMPLY WITH RULES 	6
	 	4.6 	SIGNS 	6
	 	4.7 	UTILITIES 	6
	 	4.8 	CARE OF PREMISES 	7
	 	4.9 	DAMAGING EQUIPMENT 	7
	 	4.10 	CARRYING ON BUSINESS 	7
	 	4.11 	DAMAGE TO PREMISES 	7
	 	4.12 	NOTICE OF DAMAGES OR DEFECTS 	7
	 	  	  	  
	5.0 	REPAIRS AND ALTERATIONS
      	7
	 	5.1 	REPAIRS 	7
	 	5.2 	RIGHT TO INSPECT AND REPAIR 	7
	 	5.3 	LANDLORD'S CONSENT REQUIRED 	7
	 	5.4 	CARRYING OUT IMPROVEMENTS 	8 
	 	5.5 	TENANT'S REMOVAL OF FIXTURES, ETC 	8
	 	5.6 	GOODS, CHATTELS NOT TO BE DISPOSED OF 	8
	 	5.7 	MANDATORY REMOVAL OF FIXTURES, ETC 	8
	 	5.8 	LIENS AND ENCUMBRANCES 	8
	 	5.9 	NO REPRESENTATIONS BY LANDLORD 	8
	 	  	  	  
	6.0 	INSURANCE AND INDEMNIFICATION
      	9 








	 	6.1 	TENANT INSURANCE 	9 
	 	6.2 	ACTS CONFLICTING WITH INSURANCE 	9
	 	6.3	INDEMNITY TO LANDLORD 	10
	 	6.4 	RESPONSIBILITY FOR INJURIES, LOSS, DAMAGE
      	10
	 	6.5 	NO LIABILITY FOR INDIRECT DAMAGES 	10
	 	  	  	  
	7.0 	DISPOSITIONS 	11 
	 	7.1 	ASSIGNING OR SUBLETTING 	11 
	 	7.2 	SUBORDINATION 	11
	 	7.3 	SALE BY LANDLORD 	11
	 	7.4 	PEACEFUL SURRENDER 	12 
	 	  	  	  
	8.0 	LANDLORD'S COVENANTS
      	12 
	 	8.1 	QUIET ENJOYMENT 	12 
	 	8.2 	LANDLORD'S COVENANTS 	12 
	 	8.3 	LANDLORD'S WORK 	13
	 	8.4 	LANDLORD'S RIGHT TO INSPECT, LANDLORD SIGNS
      	14 
	 	  	  	  
	9.0 	DEFAULT 	14 
	 	9.1 	DEFAULT 	14 
	 	9.2 	BANKRUPTCY, ETC 	14
	 	9.3 	CERTAIN CONSEQUENCES OF RE-ENTRY 	14
	 	9.4 	LANDLORD MAY PERFORM TENANT'S OBLIGATIONS
      	15 
	 	9.5 	INABILITY TO PERFORM 	15
	 	9.6 	DISTRESS 	15
	 	9.7 	LANDLORD'S COSTS IN ENFORCING LEASE 	15
	 	9.8 	RIGHTS CUMULATIVE 	15
	 	9.9 	WAIVER 	15
	 	9.10 	INTEREST 	15
	 	  	  	  
	10.0 	DAMAGE AND DESTRUCTION/EXPROPRIATION
      	16
	 	10.1 	DAMAGE OR DESTRUCTION OF PREMISES 	16
	 	10.2 	EXPROPRIATION 	16
	 	  	  	  
	11.0 	MISCELLANEOUS 	16
	 	11.1 	LANDLORD-TENANT RELATIONSHIP 	16
	 	11.2 	ENUREMENT 	16
	 	11.3 	HOLDING OVER 	17
	 	11.4 	REGISTRATION 	17
	 	11.5 	NO CHANGES OR WAIVERS 	17
	 	11.6 	NOTICES 	17
	 	11.7 	CERTIFICATES 	17
	 	11.8 	BRITISH COLUMBIA LAW 	17
	 	11.9 	INTERPRETATION 	17
	 	11.10 	PROVISIONS SEVERABLE 	18
	 	11.11 	HEADINGS 	18
	 	11.12 	TIME OF ESSENCE 	18
	 	11.13 	COUNTERPARTS 	18
	 	11.14 	OPTION TO RENEW	18







- 3 -

	SCHEDULES 
	 
	‘A’ - Plan of
      Premises 
	 
	‘B’ - Rules
      and Regulations 






- 1 -

THIS LEASE dated for reference the
1st day of January, 2006.

BETWEEN:

Duft Enterprises Corp. 
c/o
Hunter McLeod Realty Corp. 
#202-1678 West Broadway 
Vancouver, B.C. V6J
1X6

(the "Landlord")

AND:

ALDA Pharmaceuticals
Corp.
#200 – 627 Columbia Street 
New Westminster, B.C. V3M
1A7

(the "Tenant")

1.0                    
SUMMARY OF TERMS

1.1                    
TERMS. Subject to any inconsistency between these summary terms and the
remainder of this lease, the following terms are a part of this lease:

	 	(1) 	Property Legal Description 	Lot 21, Block 13, Plan 2620 	  
	 	(2) 	Description of Tenant: 	ALDA Pharmaceuticals Corp. 	 
	 	(3) 	Address for Tenant: 	#635 Columbia Street 	  
	 	  	  	New Westminster, B.C. V3M 1A7 	 
	 	(4) 	Operating Name: 	ALDA Pharmaceuticals Corp. 	 
	 	(5) 	Description of Covenantor: 	  	  
	 	(6) 	Address of Covenantor: 	  	  
	 	(7) 	Premises: 	outlined in thick black or red line on Schedule
      "A" 	 
	 	(8) 	Address of Premises: 	#200 – 627 Columbia Street, New Westminster,
      B.C. 	 
	 	  	  	V3M 1A7 	  
	 	(9) 	Gross Area: 	2,358 square feet 	  
	 	(10) 	Term: 	One (1) year from the date first written above
    	 
	 	(11) 	Termination Date: 	One (1) year from the date first written above
    	 
	 	(12) 	Renewal Term: 	Two (2) Year Option to Renew 	  
	 	(13) 	Notice of Renewal: 	3 full months written notice 	  
	 	(14) 	Basic Rent: (Based on 2,358 sq. ft. x $6.40/sq.ft.)
    	 	  
	 	  	Year 	             
           Per Annum 	Per Month 
	 	  	1 	             
           $15,091.20 	$1,257.60 
	 	(15) 	Proportionate Share of CAM: 	             
           16.0% (Based on 2,358 sq. ft.) 	 
	 	  	Estimated CAM @ $5.91/sq.ft. 	             
           $13,935.78 	$1,161.32 
	 	  	Other operating costs 	             
           $3,068.40 	$240.00 
	 	  	GST 	             
           $2,331.82 	$186.12 
	 	  	Total payment 	             
           $32,010.24 	$2,845.04 
	 	(16) 	Deposit Received: 	Nil 	  
	 	(17) 	Percentage Rent: 	N/A 	  







- 2 -

	 	(18) 	Notice to Vacate: 	N/A 
	 	(19) 	Permitted Use of Premises: 	Allowable commercial 
	 	(20) 	Fixturing Period: 	Two months 
	 	  	Landlord to replace missing and stained ceiling tiles
      and burned out lighting 
	 	(21) 	Base Rent Free: 	None 


In the event of any inconsistencies between this paragraph and
the other provisions of this lease, the other provisions will prevail.

1.2                    
DEFINITIONS. In this lease, unless otherwise stated, the following terms shall
have the following meanings:

	 	(1) 	
      "Business Day" means every day except Sundays and
      statutory holidays;

	 	 	 
	 	(2) 	
      "Business Hours" means the hours on Business Days
      from 8:00 a.m. to 6:00 p.m. Monday to Friday and 8:00 a.m. to 1:00 p.m. on
      Saturday;

	 	 	 
	 	(3) 	
      "Common Areas" means all parts of the Property and
      Building from time to time designated as common areas by the Landlord,
      including hallways, common washrooms, roofs, parking areas, stairwells,
      sidewalks, common loading areas, administration offices, telephone, meter
      rooms, valve, mechanical, mail and janitor rooms and storage areas not
      occupied by tenants of the Building and landscaped areas;

	 	 	 
	 	(4) 	
      "Common Costs" means heating, ventilation, air
      conditioning costs and electricity:

	 	 	 
	 	(5) 	
      "Gross Area" means the area of the Premises
      plus:





	 	area of the Common 	  	                                            area
        of the Premises 
	 	Areas on the floor 	x 	area of all premises set aside by
      the Landlord 
	 	on which the 	  	for leasing to tenants on the
      floor on which the 
	 	Premises are located 	  	Premises are located
  




	 		
      all as measured in square feet by the Landlord's British
      Columbia land surveyor in accordance with the measurement standards of the
      Building Owners and Managers Association International (BOMA);

	 	 	 
	 	(6) 	
      "Property" means the Building, surrounding lands
      and related improvements described in 1.1(1);

	 	 	 
	 	(7) 	
      "Proportionate Share" means the percentage in
      paragraph 1.1(15), calculated as that fraction which has as its numerator
      the area of the Premises and as its denominator the area of all leasable
      premises within the Building (excluding common, storage and parking
      areas), as calculated by the Landlord on the basis of the Building Owners
      and Managers Association (BOMA) International measurement
    standards.;

	 	 	 
	 	(8) 	
      "Taxes" means all taxes, school taxes, local
      improvement taxes, sewer, water and utilities taxes, and all other rates,
      charges, duties, levies and assessments whatsoever whether municipal,
      governmental, provincial, federal, school or otherwise, imposed, assessed
      or charged on or in respect of the Property, the Building and all
      improvements, or on the Landlord on account of same, capital taxes
      relating to the Property, including capital taxes imposed on the Landlord
      in respect of the Property or the capital of the Landlord relating to the
      Property, including all taxes in the future levied in lieu of or in
      replacement of the foregoing, but excluding any tax attracted by the
      Tenant's improvements and equipment and







- 3 -

	 		
      otherwise payable by the Tenant under this lease and any
      taxes assessed on the income or profits of the Landlord;

	 	 	 
	 	(9) 	
      "Tenant Taxes" means all goods and services taxes,
      value added taxes and other taxes, [except Taxes as defined in
      subparagraph 1.2(8)] rates, and assessments levied against the Landlord,
      the Tenant, the Property or the Premises in respect of or as a result of
      this lease, the Basic Rent or Additional Rent, and/or any chattels,
      machinery, equipment, improvements or tenant's fixtures erected or placed
      on or affixed to the Premises, by or on behalf of the Tenant, including
      all such taxes in the future levied in lieu of or in replacement of the
      foregoing; and

	 	 	 
	 	(10) 	
      "Term" means the term of this lease described in
      paragraph 2.2 and any extensions and renewals.



2.0                    
DEMISE AND TERM

2.1                    
DEMISE, PREMISES. In consideration of the rents, covenants, conditions and
agreements on the part of the Tenant to be paid, observed and performed, the
Landlord demises and leases to the Tenant and the Tenant takes and rents on the
terms of this lease, the premises (the "Premises") located at the address
in British Columbia given in paragraph 1.1(8), outlined in thick black or red
line on Schedule "A" to this lease, consisting of a portion of a building (the
"Building") located on and forming part of the Property.

2.2                    
TERM. To have and to hold the Premises unto the Tenant for the term given in
paragraph 1.1(10), subject to the payment of Basic Rent and Additional Rent as
herein defined and the fulfillment by the Tenant of its obligations under this
lease, unless earlier terminated as set out in this lease.

2.3                    
LICENSE TO USE COMMON AREAS. The Landlord grants to the Tenant for the Term as
an appurtenant part of this lease, for use by the Tenant and its agents,
invitees, servants, employees, licensees and customers, in common with the
Landlord and other tenants and their respective agents, invitees, servants,
employees, licensees and customers, the non-exclusive right and license to use
the Common Areas for the purposes and subject to the covenants and conditions
provided in this lease. Without limiting the generality of the foregoing, such
license of use includes: 

	 	(1) 	
      the right to use the parking areas (excluding those
      portions thereof allocated to a tenant or Licensee) for the purposes of
      pedestrian and vehicular access to and from the Building and the parking
      of vehicles in parking spaces provided therein, and

	 	 	 
	 	(2) 	
      the right to use the public washrooms, corridors,
      entrances and exits to buildings and all other facilities provided for
      common use and enjoyment as part of the Common
Areas.



3.0                    
RENT AND OTHER PAYMENTS

3.1                    
RENT. Yielding to the Landlord during the Term, rent for the Premises, without
set off or deduction, in Canadian money as follows:

	 	(1) 	
      Gross rent (the "Gross Rent"), payable plus GST in
      monthly payments in advance on the 1st day of every month, in the amounts
      given in paragraph 1.1(14); and

	 	 	 
	 	(2) 	
      additional rent ("Additional Rent"), being all
      other amounts due and payable by the Tenant pursuant to this lease plus
      GST. Unless otherwise specified in this lease, the Tenant shall pay
      Additional Rent to the Landlord within seven days after written notice of
      it is given by the Landlord to the Tenant.



                        
The Tenant shall make all payments required to be made by it under this lease to
the Landlord at its address set out on page one, or at any other address the
Landlord from time to time designates by written notice to the Tenant.




- 4 -

                         If
the Term begins or ends or there is any alteration in Gross Rent on any day
other than when Basic Rent is payable under subparagraph 3.1(1), rent for the
applicable fractions of a month will be adjusted pro rata.

3.2                    
ADDITIONAL RENT. All money payable by the Tenant under this lease and money paid
or costs incurred by the Landlord, which ought to have been paid or incurred by
the Tenant to any party, or for which the Landlord is entitled to reimbursement
from the Tenant:

	 	(1) 	
      will unless otherwise stipulated herein be payable by the
      Tenant to the Landlord as Additional Rent seven days after the Tenant has
      received written notice of same and

	 	 	 
	 	(2) 	
      may be recovered by the Landlord as Additional Rent and
      by any and all remedies available to the Landlord for the recovery of
      rent.



3.3                    
PAYMENT OF TAXES. The Tenant shall pay to the Landlord within 10 days after
demand by the Landlord the Tenant's Proportionate Share of all Taxes,
proportioned for any partial calendar year in which the Tenant is in possession
of the Premises, and such demand will be accompanied by a copy of the Tax bill
or notice from the applicable government or written notice of the actual Taxes.
At the election of the Landlord by written notice to the Tenant, the Landlord
will be entitled to estimate the Tenant's Proportionate Share of Taxes for the
current and/or following years and collect advance payments on account of Taxes
from the Tenant. In such case, the Tenant shall pay to the Landlord in equal
monthly instalments with the Base Rent, an amount designated by the Landlord so
that the Tenant's Proportionate Share of Taxes will have been paid to the
Landlord at least 21 days before the Taxes fall due. After the actual Taxes for
each year are determined, the Landlord may at its election change any of such
monthly payments to collect sufficient money from the Tenant to allow the
Landlord to pay the Tenant's Proportionate Share of the Taxes at least 21 days
before Taxes are due and payable. If the Landlord does not require the Tenant to
make monthly payments on account of Taxes and the Term ends when the actual
Taxes for that calendar year are unknown, the Tenant shall pay to the Landlord
within 10 days after written request from the Landlord the Proportionate Share
of the Taxes for the portion of the calendar year before the end of the Term,
based on the Landlord's estimate of the Taxes. At the election of either party,
an adjustment will be made between the Landlord and the Tenant, when the actual
Taxes are known.

3.4                    
TENANT TAXES. The Tenant shall pay to the Landlord all Tenant Taxes, within 10
days after demand by the Landlord. If the Term of this lease ends when the
actual amount of the Tenant Taxes for that year is unknown, the Tenant shall, on
or before the end of the Term, pay to the Landlord the Landlord's estimate of
Tenant Taxes for that year. A further adjustment, if necessary, will be made
between the Landlord and the Tenant when the actual amount of the Tenant Taxes
is known.

3.5                    
RIGHT OF APPEAL. The Tenant shall have the right at its own expense in the name
of the Landlord to appeal any assessment, Taxes or Tenant Taxes imposed in
respect of the Premises, but the Tenant shall indemnify the Landlord against all
costs and charges arising from such appeals including all resulting increases in
assessments or taxes.

3.6                    
COMMON COSTS. The Tenant shall pay to the Landlord its Proportionate Share of
Common Costs as follows:

	 	(1) 	
      the Landlord shall estimate the Common Costs for each
      year of the Term or its fiscal period, as the Landlord elects, and notify
      the Tenant in writing of its share. The Tenant shall pay 1/12th of the
      Landlord's estimate of the Tenant's Proportionate Share of Common Costs in
      advance with each monthly installment of Basic Rent payable throughout
      that period, which will be adjusted if the Landlord later re-estimates the
      Common Costs for such period or the remaining
portion,







- 5 -

	 	(2) 	
      the Landlord shall advise the Tenant of the actual amount
      of Common Costs for such period and the Tenant's Proportionate Share after
      the end of such period in reasonable detail, which will be binding on the
      parties, unless the Tenant gives written notice of objection within 60
      days after receiving same. Within 30 days after receipt of that advice
      from the Landlord, the Tenant shall pay to the Landlord any underpayment
      by the Tenant of its Proportionate Share of Common Costs for the period or
      the Landlord shall credit the Tenant in respect of any overpayment;
    and

	 	 	 
	 	(3) 	
      if the Landlord is required to prepay any Common Costs or
      pay any Common Costs more frequently than required at the beginning of the
      Term, the Tenant shall pay to the Landlord its Proportionate Share of
      those Common Costs, within seven days after the written request of the
      Landlord, to allow the Landlord to pay those Common Costs in a timely
      manner.



3.7                    
OTHER EXPENSES AND OUTLAYS. The Tenant shall pay for all other expenses, costs
and outlays whatsoever in connection with the Premises and this tenancy not
otherwise set out in this lease, with the intent that the Landlord shall have no
expenses, costs, or outlays whatsoever in connection with the Premises or this
tenancy except as specifically set out in this lease.

3.8                    
BUSINESS TAX, ETC. The Tenant shall pay when due all business taxes and other
taxes, charges, levies, licenses and expenses levied on the Tenant or Landlord
in respect of the Tenant's business, use or occupancy of the Premises including
interest and penalties for late payment.

3.9                    
EVIDENCE OF PAYMENTS. The Tenant shall deliver to the Landlord from time to time
evidence satisfactory to the Landlord of the payment by the Tenant of all
payments required by the Tenant under this lease, within seven days after
written request by the Landlord.

3.10                    POSTDATED
CHEQUES. Within seven days after receiving a written request from the
Landlord, the Tenant shall deliver to the Landlord postdated cheques
covering Basic Rent, Tenant Taxes, Taxes, Common Costs or the
Landlord's estimate of same under paragraphs 3.3 and 3.4, and all other
money thereafter payable by the Tenant to the Landlord under
this lease, for those periods from time to time requested by
the Landlord, which will be drawn on a Canadian chartered bank, trust company or
credit union.

3.11                    DEPOSIT.
A deposit in the amount set out in Section 1.1 (16) hereto payable to NAI
Goddard & Smith is delivered herewith to be held by the Landlord
without any liability whatsoever on the part of the Landlord
for the payment of interest thereon, to be applied first towards the gross rent
due for the first and last months of the Term (the "Deposit") for the faithful
performance by the Tenant of the terms, covenants and
conditions of this Offer to Lease and of the Lease during the Term. The Tenant
understands and agrees that any portion of this Deposit may, at
the Landlord's option, be applied towards the payment of overdue or
unpaid Rent or be applied as compensation to the Landlord for any loss
or damage sustained with respect to the breach on the part of
the Tenant of any terms, covenants and conditions of this Offer to Lease or the
Lease, provided in all cases, however, that the Tenant's
liability is not limited to the amount of this Deposit. The
Tenant shall pay to the Landlord any amount necessary to reinstate the
amount, if any, remaining of the Deposit to its initial total
within five (5) days of receipt of written notice from the Landlord, failing
which the Landlord shall have all rights and remedies as if
such amount was rent in arrears.

4.0                    
TENANT’S OPERATING COVENANTS

4.1                    
PAY RENT. The Tenant shall pay to the Landlord, without notice or demand, the
rent set out in this lease in the manner provided by this lease.




- 6 -

4.2                    
USE OF PREMISES. The Tenant shall not allow the Premises to be used for any
purpose other than for the uses given in paragraph 1.1(19), nor by anyone other
than the Tenant, its agents, employees and invitees. It is the Tenant's sole
responsibility to ensure that the Premises can be used for those purposes and to
obtain any necessary permits, licenses and government approvals, at the Tenant's
cost.

4.3                    
NO NUISANCE ETC. The Tenant shall not permit to be carried on in the Premises
any noisy, illegal, noxious, hazardous, immoral or offensive activity. The
Tenant shall not permit anything to be done in or about the Premises which may
cause or permit annoying noises or vibrations or offensive odors to issue from
the Premises or which may cause nuisance, annoyance, damage or disturbance to
the Landlord or the occupants or owners of the Property or other premises in the
vicinity of the Property, so as in the opinion of the Landlord to render the
Premises or the Property or any part thereof less desirable or injure the
reputation thereof as a first-class building.

4.4                    
COMPLY WITH LAWS. The Tenant shall at its expense promptly comply with all laws,
ordinances by-laws, regulations, requirements and recommendations of all
government and other authorities or associations of insurance underwriters or
agents applicable to the Tenant, its business or use of the Premises, and all
related notices served on the Landlord or the Tenant.

4.5                    
COMPLY WITH RULES. The Tenant shall ensure that the rules and regulations set
out in Schedule "B" with all variations and additions which the Landlord from
time to time makes and of which the Landlord gives written notice to the Tenant,
are strictly observed and performed by the Tenant, its agents, employees,
invitees and customers. All such rules and regulations will be part of this
lease. The Landlord is not obligated to enforce the foregoing rules,
regulations, terms, covenants or conditions in any other lease against any other
tenant and the Landlord shall not be liable to the Tenant for the violation of
same by any other tenant, its employees, agents or licensees.

4.6                    
SIGNS. The Tenant shall not place or allow any sign, notice, awning or
advertisement on or visible from the outside of the Premises, the Building or
any Common Area, without the prior written approval of the Landlord. The cost of
same will be paid by the Tenant, unless otherwise specified in this lease. The
Landlord may prescribe a standard or pattern for the Tenant's identification
signs on the outside of the Premises or the Building. At the request of the
Landlord not later than 180 days after the end of the Term, the Tenant shall at
its own expense remove any or all of its signs, awnings and advertisements
located on or about the Premises as designated by the Landlord and restore all
portions of the Premises affected thereby to their former condition.

4.7                    
UTILITIES. The Tenant shall promptly pay all telephone, electric, oil, gas,
water, garbage, scavenging and other utility charges in connection with
or consumed on the Premises. If there is not a separate meter
for measuring any utility used in the Premises, the Tenant shall pay to the
Landlord in advance by monthly instalments the amount estimated
by the Landlord from time to time as the Tenant's share of such
utilities. The Tenant shall immediately advise the Landlord of any
appliances or machines installed by the Tenant likely to
consume large amounts of electricity. The Tenant shall at the request of the
Landlord from time to time deliver to the Landlord a list of
all appliances, equipment and machines used in the Premises. If
the Landlord pays any of the Tenant's utilities, the Tenant shall
immediately reimburse the Landlord.

4.8                    
CARE OF PREMISES. The Tenant shall take good care of the Premises, keep them in
a clean, tidy and healthy condition in accordance with any governmental laws or
regulations and in accordance with all directions, rules and regulations of the
health officer, fire marshal, building inspector or other proper officers of the
applicable municipality or other agencies having jurisdiction or the insurers of
the Landlord, and not allow the Premises to become unsightly or hazardous.




- 7 -

4.9                    
DAMAGING EQUIPMENT. The Tenant shall not use the Premises so as to impair the
efficient and proper operation of any HVAC or sprinkler system or other
equipment located in or about the Premises.

4.10                    CARRYING
ON BUSINESS. The Tenant shall operate its business in a reputable and
businesslike manner., maintain reasonable hours of operation of its
business, keep the Premises open during business hours and not
close the Premises for more than 30 business days in any calendar year, without
the prior written consent of the Landlord.

4.11                    DAMAGE
TO PREMISES. The Tenant shall reimburse the Landlord for all costs incurred by
the Landlord in repairing damage caused to the Premises, its furnishings and
amenities and the Property as a result of the negligence, willful act or
omission of the Tenant, its invitees, licensees, agents, employees, customers,
clients or other persons in or about the Premises.

4.12                    NOTICE
OF DAMAGES OR DEFECTS. The Tenant shall give the Landlord prompt written notice
of: any damage to or defect in the heating and air conditioning system, water
pipes, plumbing system, gas pipes, telephone lines, or electric light; any other
casualty, including without limitation damage by fire or water to the Premises
or Property; or the presence of rodents or pests in or about the Premises or the
Property; of which the Tenant or its agents or employees may be aware.

5.0                    
REPAIRS AND ALTERATIONS

5.1                    
REPAIRS The Tenant shall maintain, repair and keep the Premises, with all
appurtenances, equipment and fixtures including locks, glass doors and windows
in good order and repair as a careful owner would do, in accordance with the
standard of the specifications of the building and the approval of the Landlord.
The Tenant is responsible for all damage to the Premises caused by its
customers, clients, invitees or licensees.

5.2                    
RIGHT TO INSPECT AND REPAIR The Landlord and its agent shall have the right at
all times on at least 12 hours notice to enter the Premises, examine its
condition, and the Tenant shall within 14 days after receipt of written notice,
make the repairs and replacements the Landlord requires to comply with paragraph
5.1. If the Tenant fails to do so within that time, the Landlord or its agents
may on reasonable notice enter the Premises and at the Tenant's expense, perform
and carry out those repairs and replacements, and the Landlord will not be
liable to the Tenant for any inconvenience, annoyance, loss of business or any
injury or damage suffered by the Tenant by reason of the Landlord effecting such
repairs unless caused by the negligence of the Landlord, its agent or employees.
The Landlord is entitled to enter the Premises without notice in the event of an
emergency.

5.3                    
LANDLORD'S CONSENT REQUIRED. The Tenant shall not make any repairs, alterations,
installations, additions, removals, or improvements (collectively
"Improvements") in or about the Premises or do anything which might
affect the operation of the lighting, plumbing, water, HVAC, or structure of the
Building without having submitted adequate plans and specifications to the
Landlord and having obtained the Landlord's prior written consent. All work
consented to by the Landlord will be done at the Tenant's expense and at the
times and in the manner the Landlord requires by contractors or tradesman
previously approved in writing by the Landlord.




- 8 -

5.4                    
CARRYING OUT IMPROVEMENTS. The Tenant shall promptly pay for all authorized
Improvements, obtain necessary approvals from all governmental authorities and
carry them out in a good and workmanlike manner in accordance with high quality
standards and all statutes, regulations, by-laws and directions of applicable
governmental authorities. The Tenant shall also pay to the Landlord the amount
of all increases of insurance premiums or Taxes resulting from any such
transactions. All Improvements made by the Landlord or the Tenant on the
Premises including but without restricting the foregoing, wall to wall
carpeting, wall and floor coverings, light fixtures, electrical, plumbing and
heating fixtures and supplies, partitions and built-in furniture, will be the
property of the Landlord and considered as part of the Premises.

5.5                    
TENANT'S REMOVAL OF FIXTURES, ETC. Subject to paragraph 5.4, the Tenant may at
the end of the Term, remove from the Premises all movable and unattached
furniture, machinery, fittings, shelving, supplies, counters, chattels and
equipment brought onto the Premises by the Tenant constituting trade fixtures,
but in removing them the Tenant shall not damage the Premises, and shall
promptly repair any damage caused.

5.6                    
GOODS, CHATTELS NOT TO BE DISPOSED OF. The Tenant shall not except in the
ordinary course of business remove from the Premises or sell in bulk any goods,
chattels or fixtures until all Basic Rent and Additional Rent owing during the
Term has been fully paid. The Tenant shall not under any circumstances remove
from the Premises any plumbing, electrical, or HVAC fixtures or equipment or
other building services.

5.7                    
MANDATORY REMOVAL OF FIXTURES, ETC. The Landlord may, by written notice to the
Tenant not later than 90 days after the end of this lease, require the Tenant to
remove all or any part of the Tenant's property and any fixtures, Improvements,
or fittings to the Premises installed by the Tenant or by the Landlord on behalf
of the Tenant and to restore the Premises to their condition at the beginning of
the Term, which will be done at the Tenant's expense. The Tenant shall at its
expense repair all resulting damage to the Premises. If the Tenant does not
remove them within 10 days after such written notice, the Landlord may do so and
the Tenant shall immediately pay the cost of same to the Landlord. The Landlord
shall not be responsible for any loss or damage to the Tenant's property caused
by that removal. If the Tenant does not remove any of its property on the
expiration of the Term or on the termination of this lease by the Landlord in
the event of the Tenant's default, such property shall become the Landlord's
property. 

5.8                    
LIENS AND ENCUMBRANCES. The Tenant shall keep the Property free from and
immediately discharge all liens, claims of lien and other encumbrances filed
against the Premises, Property by or as a result of the actions or default of
the Tenant or any contractor, subcontractor, supplier, consultant, worker or
other person engaged by the Tenant or any contractor of the Tenant or for whom
the Tenant is legally responsible or who has done work or provided labour,
materials or services in respect of the Premises. If Tenant fails to do so, the
Landlord may pay into Court or into a lawyer's trust account the amount required
to obtain a discharge of such lien or encumbrance. The Tenant shall pay to the
Landlord all amounts paid or incurred and all actual legal and other fees, costs
and disbursements in respect of those proceedings, on a full-indemnity basis.
The Tenant shall also indemnify and save harmless the Landlord from and against
all damages suffered by the Landlord as a result of those liens and
encumbrances. Prior to permitting any work to be done on the Premises, at the
request of the Landlord, the Tenant shall post and during the work keep posted
in prominent locations on the Premises at least two notices signed by the
Landlord indicating that the Landlord will not be responsible for such work or
improvements. If requested by the Landlord, the Tenant shall allow the Landlord
to post such notices, and shall not remove same.

5.9                    
NO REPRESENTATIONS BY LANDLORD. There are no promises, representations or
undertakings by or binding on the Landlord with respect to any alteration,
remodeling or decorating, or installation of equipment or fixtures in the
Premises or the possible use(s) of the Premises or with respect to any other
matter, except as expressly set out in this lease.




- 9 -

6.0                    
INSURANCE AND INDEMNIFICATION

6.1                    
TENANT INSURANCE The Tenant shall maintain in force:

	 	(1) 	
      glass insurance, with the Landlord as a named insured and
      for the benefit of the Landlord and the Tenant, covering all glass
      and plate glass in or part of the Premises, including glass windows and
      doors, in an amount equal to its full insurable value;

	 	 	 
	 	(2) 	
      comprehensive general public liability insurance,
      for the benefit of the Landlord and the Tenant, in amounts (not
      less than $2,000,000.00 per incident). designated by the Landlord
      in respect of claims for injury, death or property damage; such
      comprehensive general liability insurance shall, for the Tenant's benefit
      only, include contractual liability insurance in the form and of a nature
      broad enough to insure the obligations imposed upon the Tenant under the
      terms of this lease,

	 	 	 
	 	3) 	
      insurance in respect of fire and other extended perils
      customarily contained in an extended coverage endorsement and
      insured against by a prudent owner covering leasehold improvements,
      fixtures, furniture, inventory, equipment and personal property of the
      Tenant to their full insurable value. Such insurance will include the
      Landlord as a named insured as its interest may appear with respect to
      insured leasehold improvements. The Tenant shall make such proceeds
      available toward the repair or replacement of the insured property if this
      lease is not terminated; and

	 	 	 
	 	(4) 	
      such other insurance as the Landlord requires as a
      prudent landlord agreed to by the Tenant.



                        
The Tenant shall effect all insurance with insurers and brokers licensed to
carry on business in British Columbia who are acceptable to the Landlord
and on terms satisfactory to the Landlord acting
reasonably, and shall at minimum contain insurance coverage
against all perils and hazards normally covered by standard policies in British
Columbia. All insurance policies will contain a cross liability clause
in favour of the Landlord as if the Landlord and Tenant were
separately insured and a clause requiring the insurer not to
cancel, alter or fail to renew the insurance without first giving the
Landlord at least 30 days prior written notice.

                        
The Tenant shall supply the Landlord with a certificate signed by an
insurance agent or insurance company setting out in detail the
particulars of its insurance coverage at the beginning of the Term
and with respect to any new policies at least 30 days before the end of
the existing policies. In the event of any loss or damage to the
Property or if requested by the Landlord, the Tenant shall provide a copy of the
policies in force with respect to such insurance coverage. If the Tenant does
not maintain in force any required insurance or provide proof of insurance, the
Landlord may take out insurance it deems appropriate, pay the premiums, and the
Tenant shall pay to the Landlord the amount of the premium on the next Basic
Rent payment date. If both the Landlord and the Tenant have claims to be
indemnified under any insurance, the insurance proceeds will be applied first to
the settlement of the claim of the Landlord and the balance to the settlement of
the claim of the Tenant.

6.2                    
ACTS CONFLICTING WITH INSURANCE. The Tenant shall not do or omit or permit
anything to be done or omitted by its employees, agents, customers, licensees,
subtenants, or assignees which may render void or voidable or conflict with the
requirements of any insurance policy relating to the Property or regulations of
fire insurance underwriters applicable to such policy, or which may increase the
premiums payable in respect of any such policy. If any policy is cancelled or
threatened to be cancelled because of:

	 	(1) 	
      any act or omission,

	 	 	 
	 	(2) 	
      the actual or intended occupation of the Premises,
    or

	 	 	 
	 	(3) 	
      the nature of the business carried
on







- 10 -

by the Tenant, its employees, agents, customers, licensees,
subtenants, or assignees the Landlord shall have the right at its option to
terminate this lease immediately by giving notice of termination to the Tenant.
If the premiums payable in respect of any such policy are increased for any of
the reasons given above in this paragraph 6.2, the Tenant shall at the
Landlord's request pay to the Landlord the amount by which those premiums are
increased.

6.3                    
INDEMNITY TO LANDLORD. The Tenant shall indemnify and save harmless the Landlord
from all liabilities, damages, costs, claims, suits and actions in connection
with all:

	 	(1) 	
      breaches, and defaults in respect of any covenant, term
      or agreement of this lease by the Tenant;

	 	 	 
	 	(2) 	
      negligent or willful acts or omissions of the
    Tenant;

	 	 	 
	 	(3) 	
      damage to property on or about the Premises, unless
      occurring solely as a result of the Landlord's negligence; and

	 	 	 
	 	(4) 	
      injuries to any licensee, invitee, agent or employee of
      the Tenant, and death resulting therefrom, occurring on or about the
      Premises as a result of a breach or default under this lease, or any
      negligence or willful act, of the Tenant, its employees, agents,
      customers, invitees or licensees,



including all costs and actual legal fees and disbursements of
the Landlord on a full-indemnity basis. Notwithstanding any other provision of
this lease, the indemnity in this paragraph 6.3 will under all circumstances
survive the end of this lease.

6.4                    
RESPONSIBILITY FOR INJURIES, LOSS, DAMAGE. The Landlord is not responsible for
any injury to any person or for any loss of or damage to property of the Tenant
or other occupants of the Premises or their invitees, licensees, agents,
employees or other persons in the Premises or while such person or property is
in or about the Premises, the Property, or any related areaways, parking areas,
lawns, sidewalks, steps, truck ways, platforms, corridors or stairways,
including, without limiting the foregoing, that caused by theft or breakage, or
by steam, water, rain or snow which may leak into or flow from the Building, the
Property, any nearby lands or premises or any other place, or for any injury to
any person or loss or damage attributable to wiring, smoke, anything done or
omitted by any other tenant or for any other loss whatsoever with respect to the
Premises and any business carried on therein, unless caused by the negligence of
the Landlord.

6.5                    
NO LIABILITY FOR INDIRECT DAMAGES. The Landlord is not liable for indirect or
consequential damages for personal discomfort or illness caused by or in respect
of the heating of the Premises, or the operation of any air conditioning
equipment, elevators, plumbing or other equipment in or about the Property.




- 11 -

7.0                    
DISPOSITIONS

7.1                    
ASSIGNING OR SUBLETTING The Tenant shall not assign, sublet, transfer or enter
into or a grant a license, concession, or right of occupancy (a
"Disposition") with respect to the Premises or any part without having
previously requested in writing and obtained the written consent of the
Landlord, which consent will not be unreasonably withheld. Without limiting the
foregoing, the Landlord must be satisfied as to the respectability, reputation
and financial responsibility of the person or other entity (an
"Assignee") to whom the Tenant wishes to make a Disposition. The Landlord
may, as a condition of consenting, require an Assignee to agree in writing with
the Landlord to fulfill all the obligations of the Tenant under this lease and
all directors, officers and shareholders of the Assignee to guarantee those
obligations, on terms prepared by the Landlord's solicitors. The Tenant shall
promptly deliver to the Landlord all information the Landlord reasonably
requires in respect of the proposed Assignee including its name, address, the
nature of its business, proof of its financial responsibility and reputation and
a copy of the form of assignment or other Disposition document proposed to be
used.

                        
Any Disposition to which the Landlord has consented will not release the Tenant
from any of its obligations under this lease. The Landlord's acceptance of Rent
from an Assignee who the Landlord has not consented to will not constitute a
waiver of the requirement for consent. The Tenant shall pay promptly after
request all the Landlord's actual legal and other costs incurred in connection
with the Tenant's request for consent. No Disposition will be made to anyone
carrying on a business the Landlord is obligated to restrict because of any
other lease or agreement.

                         If
the Tenant seeks the consent of the Landlord to a Disposition, the Landlord
shall be entitled at its option, to require a surrender of this lease by the
Tenant. The Landlord shall have 14 days after receiving written notice from the
Tenant of its desire to make a Disposition, to notify the Tenant that it
requires the Tenant to surrender the Premises. In such case the Tenant shall
execute a surrender of this lease in form satisfactory to the Landlord, within 7
days after receiving same from the Landlord. The Tenant shall vacate the
Premises within 60 days after receiving notice to surrender from the Landlord
and shall pay rent and all other money due under this lease and fulfill its
other obligations under this lease until the date it vacates the Premises, when
this lease and all the rights and duties of the parties under this lease will
cease to exist.

                         If
the Tenant is a non-reporting body corporate, any direct or indirect change in
the control or beneficial ownership of the Tenant to any person not presently a
shareholder of the Tenant, by transfer or issuance of shares or otherwise, will
be deemed a Disposition and subject to all the foregoing provisions of this
paragraph 7.1.

7.2                    
SUBORDINATION. This lease is subject and subordinate to all debentures,
mortgages or other financial encumbrances at anytime registered in the
applicable Land Title Office or the Registrar of Companies against the Property,
regardless of the dates of registration. The Tenant shall promptly from time to
time execute and deliver to the Landlord all documents or assurances the
Landlord requires to effect this subordination. Any documents signed by the
Tenant to evidence the foregoing subordination will provide that if the Tenant
fulfils its obligations under this lease, it will remain in full force
notwithstanding any action taken by an encumbrance holder in respect of the
Premises to enforce its encumbrance.

7.3                    
SALE BY LANDLORD. In the event of a sale, transfer or lease by the Landlord of
the Premises or the Property or the assignment by the Landlord of this lease or
any interest under this lease, the Landlord shall, without further agreement, to
the extent that such purchaser, transferee or lessee has become bound by the
covenants and obligations of the Landlord under this lease, be released and
relieved of all liability and obligations under this lease.




- 12 -

7.4                    
PEACEFUL SURRENDER. At the end of the Term, the Tenant shall immediately
peaceably surrender and yield up to the Landlord the Premises, its
appurtenances, and all fixtures, improvements, and modifications, in a state of
cleanliness and good repair, order and condition, without notice from the
Landlord and deliver to the Landlord all keys to the Premises in the possession
of the Tenant.

8.0                    
LANDLORD'S COVENANTS

8.1                    
QUIET ENJOYMENT. Upon the Tenant paying the rent and performing its other
obligations under this lease, the Tenant will be entitled to peaceably possess
and enjoy the Premises for the Term without interruption or disturbance from the
Landlord or any other persons lawfully claiming by, from or under the Landlord,
except as specifically set out in this lease.

8.2                    
LANDLORD’S COVENANTS. The Landlord covenants with the Tenant:

	 	(1) 	
      to pay the Taxes except the Tenant's Taxes;

	 	 	 	 
	 	(2) 	
      to insure and keep insured the Building to an amount not
      less than 80% of the replacement cost against all risk of loss or damage
      caused by or resulting from fire, lightning, explosion, malfunction or
      non-function of boilers, pipes or accessories in or upon the Building and
      all perils defined in the standard fire insurance peril supplementary
      contract customarily in use from time to time during the Term or any
      extensions thereof for similar structures;

	 	 	 	 
	 	(3) 	
      to refund to the Tenant or, at the Landlord's option, to
      credit against any amount owing by the Tenant to the Landlord , any excess
      payments made by the Tenant on account of the its Proportionate Share of
      the Taxes or Common Costs;

	 	 	 	 
	 	(4) 	
      to provide heat to the Premises to an extent sufficient
      to maintain a reasonable temperature during Business Hours on Business
      Days, except during the making of repairs;

	 	 	 	 
	 	(5) 	
      to supply water if possible and permissible by statute
      for washing and sanitary requirements of the Tenant and, at the Tenant's
      request and expense, to make water available to the Premises for other
      reasonable uses of the Tenant;

	 	 	 	 
	 	(6) 	
      to supply 110 volt electrical current to the premises
      sufficient for operating a normal business office;

	 	 	 	 
	 	(7) 	
      to provide, maintain and operate during Business Hours on
      Business Days, except when repairs are being made, an air-conditioning
      system on an open floor basis, provided that the Landlord shall not be
      obliged to provide such air-conditioning:

	 	 	 	 
	 		(1) 	
      in those areas of the Premises having exterior windows
      exposed to the sun where and when the Tenant fails to keep all such
      windows closed and to keep the window shading thereon fully
  closed,

	 	 	 	 
	 		(2) 	
      in those areas of the Premises where the average amount
      of electric power supplied for illumination, business machines, office use
      and all purposes exceeds four watts per square foot of the Rentable
      Area,

	 	 	 	 
	 		(3) 	
      in those areas of the Premises where the human occupation
      exceeds one person per hundred square feet of the Rentable Area,

	 	 	 	 
	 		(4) 	
      in those areas of the Premises where the plans for
      extension of the air-conditioning system to service partitioned space has
      not been approved by the Landlord,

	 	 	 	 
	 		(5) 	
      in those areas of the Premises partitioned and used as a
      storage area;

	 	 	 	 
	 	(8) 	
      to provide where already installed and except when
      repairs are being made, passenger elevator service and to permit the
      Tenant, its employees, agents and invitees to have free use of such
      elevator service in common with others, however the Tenant, its employees,
      agents and







- 13 -

	 		
      invitees using the same shall do so at their sole risk
      and under no circumstances shall the Landlord be responsible for any
      damage or injury happening to any person while using the elevator or
      occasioned to any person by any elevator or any of its appurtenances,
      unless caused by the negligence of the Landlord;

	 	 	 
	 	(9) 	
      to permit the Tenant, its employees, agents, invitees and
      other persons lawfully requiring communication with the Tenant to have the
      use during Business Hours in common with others of the main entrance and
      stairways, corridors and elevators leading to the Premises. At times other
      than Business Hours the Tenant, its employees, agents, invitees and
      persons lawfully requiring communication with the Tenant shall have access
      to the Building and to the Premises and the use of the elevators only in
      accordance with the rules and regulations attached hereto or subsequently
      adopted by the Landlord;

	 	 	 
	 	(10) 	
      to permit the Tenant, its employees, agents and invitees
      in common with others entitled thereto to use the washrooms in the
      Building on the floor or floors in which the Premises are
  situate.

	 	 	 
	 	(11) 	
      to provide janitorial services to the Premises at the
      request and expense of the Tenant. Such services shall be provided on
      Business Days only, excluding Saturdays, and after Business Hours only
      (except window cleaning), and shall include sweeping and cleaning of the
      floors and internal windows of the Premises, dusting of the desks, tables
      and other furniture of the Tenant, and removal of refuse from the
      Premises. Such services shall be provided at the Landlord's direction
      without interference by the Tenant or its servants or employees, and the
      Landlord shall not be responsible for any act or omission on the part of
      the person or persons employed to perform such services;

	 	 	 
	 	(12) 	
      to clean and maintain, if requested and at the expense of
      the Tenant, the light fixtures provided by the Landlord to the Premises,
      it being agreed by the Tenant that such cleaning and maintenance shall be
      performed exclusively by the Landlord or its contractors;

	 	 	 
	 	(13) 	
      to show the Tenant's name upon the directory board, if
      any, in the Building, but the Landlord shall, in its sole discretion,
      design the style of such identification and allocate the space on the
      directory board at the Tenant's cost.



8.3                    
LANDLORD'S WORK The Landlord may but shall not be obligated to make additions,
improvements, installations and repairs to the Property other than the Premises.
In this regard the Landlord may cause any obstruction of or interference with
the use or enjoyment of the Premises that may reasonably be necessary, and may
interrupt or suspend the supply of electricity, water or other services when
necessary. Until same is completed there will be no abatement in rent, nor shall
the Landlord be liable as a result.

                         The
Landlord and all persons authorized by the Landlord may but shall not be
obligated to use, install, maintain or repair pipes, wires, ducts or other
installations in, under or through the Premises for or in connection with the
supply of any services deemed advisable by the Landlord or for any other
purposes reasonably required by the Landlord in relation to the Premises or any
other premises on the Property. Those services may include, without limitation
gas, electricity, water, sanitation, HVAC, and fire protection.

                         The
Landlord and all persons authorized by the Landlord may but shall not be
obligated to enter the Premises and make all decorations, repairs, alterations,
improvements or additions the Landlord considers advisable or as required to
comply with governmental requirements and regulations. The Landlord and all
persons authorized by the Landlord are allowed to take all necessary material
into the Premises and the rent under this lease will not abate during that
work.




- 14 -

8.4                    
LANDLORD'S RIGHT TO INSPECT, LANDLORD SIGNS. Any persons may inspect the
Premises at all reasonable times by delivering to the Tenant on at least 12
hours notice a written direction to that effect signed by the Landlord. The
Landlord shall have the right during the last six months of the Term to place on
the Premises and the Property, a sign or notice that the Premises are for rent
and containing other related information, and the Tenant will not remove that
notice or permit it to be removed. The Landlord shall also have the right at any
time to place on the Property or Building a sign stating that the Property is
for sale.

9.0                    
DEFAULT

9.1                    
DEFAULT. If at any time:

	 	(1) 	
      the Tenant does not make any payment of Basic Rent or
      Additional Rent when it is due and payable,

	 	 	 
	 	(2) 	
      the Tenant or any other occupant of the Premises violates
      or fails to observe or perform any other covenant, agreement or obligation
      in this lease, which has not been cured 7 days after written notice of
      same has been given by the Landlord to the Tenant, or

	 	 	 
	 	(3) 	
      the Premises are unoccupied or unopened for at least 5
      consecutive business days without prior written approval of the Landlord,
      or are vacated;



the Landlord, in addition to any other available remedies, may
at its option immediately cancel and terminate this lease, re-enter and take
possession of the Premises by force if necessary without previous notice, remove
all persons and property and use such force and assistance as the Landlord deems
advisable to recover possession of the Premises. In such case, all right, title
and interest of the Tenant under this lease will immediately cease and expire
and the Tenant shall pay to the Landlord all the Landlord's expenses of retaking
possession, including legal fees and disbursements on a full-indemnity basis.
The Landlord shall not be liable for any loss or damage to the Tenant's property
or business caused by any reasonable acts of the Landlord in exercise of its
rights and remedies under this lease.

9.2                    
BANKRUPTCY, ETC. If this lease or any of the goods or chattels of the Tenant are
seized or taken in execution or in attachment by any creditor of the Tenant, or
if the Tenant makes any assignment for the benefit of creditors, or if a
receiver, receiver and manager or receiver-manager is appointed in respect of
any of the assets of the Tenant on or about the Premises, or if the Tenant is
wound up or takes the benefit of any Act for bankrupt or insolvent debtors, then
at the election of the Landlord this lease shall immediately be forfeited and
void and the Basic Rent and Additional Rent for the current month and the next 3
months will immediately become due and payable. In such case the Landlord shall
at any time thereafter be entitled to re-enter and repossess the Premises in the
same manner and with the same rights and protections as under paragraph 9.1
above.

9.3                    
CERTAIN CONSEQUENCES OF RE-ENTRY. If the Landlord re-enters the Premises,
without limiting any other remedies available to the Landlord:

	 	(1) 	
      the Tenant shall pay on the first day of every month the
      Basic Rent and Additional Rent for the balance of the intended term of
      this lease as if re-entry had not been made, less the actual amount
      received by the Landlord after re-entry from any subsequent leasing for
      the balance of the intended term;

	 	 	 
	 	(2) 	
      the Landlord will be entitled to re-let the Premises and
      the Tenant will be responsible to the Landlord for all damages suffered by
      the Landlord as a result of the Tenant's breach or
  default.



Re-entry will not operate as a waiver or satisfaction in whole
or in part of any right, claim or demand of the Landlord in connection with any
breach or failure by the Tenant in respect of any of its obligations under this
lease.




- 15 -

9.4                    
LANDLORD MAY PERFORM TENANT'S OBLIGATIONS. If the Tenant fails to perform any of
its obligations under this lease, the Landlord may cause the same to be
performed and do all things necessary or incidental thereto, including without
limitation the right to make repairs, installations, modifications, and spend
money. All related payments, expenses, charges, fees and disbursements thereby
incurred or paid by or on behalf of the Landlord will be immediately payable by
the Tenant to the Landlord.

9.5                    
INABILITY TO PERFORM. The Landlord does not warrant that any obligation, service
or facility to be performed or provided by it under this lease or under any
other agreement with the Tenant will be free from interruption or delay caused
or required by maintenance, repairs, renewals, modifications, strikes, riots,
insurrections, labour controversies, accidents, fuel shortages, government
intervention, statute, law, force majeure, act of God or other causes beyond the
Landlord's reasonable control. During the period of such interruption the
Landlord shall be relieved from such obligations, which will not be an eviction
or disturbance of the Tenant's enjoyment of the Premises, or render the Landlord
liable in damages to the Tenant, or relieve the Tenant from its obligations
under this lease.

9.6                    
DISTRESS. All the goods and personal property of the Tenant on the Premises or
elsewhere will be liable to distress and sale by the Landlord for arrears of
rent, including Basic Rent, Additional Rent and accelerated rent. None of the
goods or personal property in the Premises will be exempt from distress or sale
and the Tenant waives the benefit of all present and future statutes limiting or
eliminating the Landlord's right of distress. The Landlord may use all force it
deems necessary to enter the Premises without being liable to any action or
resulting loss or damage and the Tenant releases the Landlord from all actions,
claims and demands in respect of such distress. The Landlord may follow any
goods or personal property removed from the Premises by the Tenant for 90 days
after such removal.

9.7                    
LANDLORD'S COSTS IN ENFORCING LEASE. In the event of a breach or default by the
Tenant, the Landlord shall be entitled to collect from the Tenant immediately on
demand, its actual costs and expenditures relating to such breach or the
exercise of any right or remedy available to the Landlord under this lease or
otherwise, including without limitation its legal costs and disbursements on a
full- indemnity basis.

9.8                    
RIGHTS CUMULATIVE. All rights and remedies of the Landlord under this lease are
cumulative and not alternative and are in addition to and do not restrict any
other rights and remedies available to the Landlord in the event of any breach
or default by the Tenant, which shall remain in full force and effect.

9.9                    
WAIVER. The failure of the Landlord to insist on strict performance of any
obligation of the Tenant in this lease or to exercise any right or option under
this lease will not be a waiver or relinquishment of that obligation or any
other default under this lease. The acceptance of any rent from or the
performance of any obligation by anyone other than the Tenant will not be an
admission by the Landlord of any right, title or interest of such person as a
sub-tenant, assignee, transferee or otherwise in the place of the Tenant, nor
shall it constitute a waiver of any breach of this lease. If the Landlord makes
an error in calculating or billing any money payable by the Tenant under this
lease, such will not be a waiver of the Landlord's right to collect the money
payable by the Tenant.

9.10                   
INTEREST. The Tenant shall pay to the Landlord interest of 18% per year on all
money payable by the Tenant pursuant to this lease or which the Landlord has
paid on behalf of the Tenant, which has become overdue, as long as such payments
remain unpaid by the Tenant, which interest will be recoverable as Additional
Rent.




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10.0                    DAMAGE
  AND DESTRUCTION/EXPROPRIATION 

10.1                    DAMAGE
  OR DESTRUCTION OF PREMISES.

	 	(1) 	
      If the Premises are damaged or destroyed by perils
      covered by the Landlord's insurance policy with respect to the Premises
      and unless that damage is caused by the negligence or fault of the Tenant,
      its employees or agents, the Basic and Additional Rent will abate in the
      proportion that the area of the Premises rendered unfit for occupancy
      bears to the area of all of the Premises until the Premises are rebuilt,
      and the area of the Premises will be considered to be the Gross Area.
      Unless this lease is terminated as herein provided, the Landlord shall to
      the extent that insurance proceeds are available repair the Premises,
      except for alterations or improvements made by the Tenant. The Landlord
      shall not be liable to the Tenant for any loss or damage suffered by the
      Tenant as a result of delay arising because of adjustment of insurance by
      the Landlord, labour troubles or any other cause beyond the Landlord's
      reasonable control.

	 	 	 
	 	(2) 	
      If the Premises are damaged or destroyed by any cause,
      and in the opinion of the Landlord the Premises cannot be rebuilt or made
      fit for the purposes of the Tenant within 120 days after the date of such
      damage or destruction, instead of rebuilding or making the Premises fit
      for the Tenant, the Landlord may, at its option, terminate this lease by
      giving the Tenant notice of termination within 90 days of such damage or
      destruction.

	 	 	 
	 	(3) 	
      Whether or not the Premises are damaged, if at least 40%
      of the rentable area of the Building is damaged or destroyed, and in the
      opinion of the Landlord acting reasonably that area cannot be rebuilt or
      made fit for tenants within 120 days after the damage or destruction, the
      Landlord may by written notice to the Tenant within 90 days after such
      damage or destruction, terminate this lease.

	 	 	 
	 	(4) 	
      If the Landlord gives a notice under subparagraphs
      10.1(2) or (3), rent and any other payments for which the Tenant is liable
      under this lease will be apportioned and paid to the date that the Tenant
      vacates the Premises. In such event, this lease will cease to exist on the
      effective date of the notice, not less than 60 days after the Landlord
      gives the Tenant such notice. As of that effective date, the parties will
      not be liable to fulfill their obligations under this lease and the Tenant
      shall surrender to the Landlord vacant possession of the
  Premises.



10.2                    
EXPROPRIATION. If during the Term, all of the Premises are expropriated,
condemned or otherwise taken by an authority having such power, the Term shall
cease from the date of entry of that authority. If more than 30% of the area of
the Premises is so acquired or condemned, this lease will cease and terminate at
either the Landlord's or the Tenant's option exercised by written notice to the
other party not later than 10 days before the date (the "Expropriation
Date") on which possession is taken by that authority. If that option is not
exercised, rent shall abate from the Expropriation Date in an amount mutually
agreed on by the Landlord and the Tenant, or failing agreement, as determined by
a sole arbitrator in accordance with the British Columbia Commercial
Arbitration Act. In either event, the Landlord shall not be responsible for
any loss, damage or expense suffered by the Tenant as a consequence of such
acquisition, condemnation or taking, and either the Landlord or the Tenant or
both shall be entitled to recover damages from that authority for the value of
their interests and all other damages and expenses allowed by law.

11.0                     MISCELLANEOUS

11.1                    
LANDLORD-TENANT RELATIONSHIP. The Landlord and Tenant declare their relationship
is not a joint venture or partnership, or any other relationship than that of
Landlord and Tenant. 11.2 ENUREMENT. This lease will enure to the benefit of and
be binding on the parties and their executors, administrators, and permitted
successors and assigns.




- 17 -

11.3                     HOLDING
OVER. If the Tenant holds over after the end of the Term, and the Landlord
accepts rent from the Tenant, the new tenancy will be a month to month tenancy,
subject to the terms and covenants herein applicable to a month to month
tenancy, except that:

	 	(1) 	
      it will be subject to termination by the Landlord on one
      week's written notice to the Tenant;

	 	 	 
	 	(2) 	
      there will be no right of renewal; and

	 	 	 
	 	(3) 	
      the monthly Basic Rent payable will be increased by 50%
      above the monthly Basic Rent last payable under this
  lease.



11.4                     REGISTRATION.
The Landlord does not represent that this lease can be registered and the Tenant
will not register it without the Landlord's approval. Any registration of this
lease by the Tenant will be the sole responsibility of the Tenant, who will pay
all costs incurred by the Landlord in attempting to put the lease in registrable
form including without limiting the foregoing, surveyor's fees and
disbursements, the cost of plans, and actual legal fees and disbursements on a
full-indemnity basis. If this lease is registered by the Tenant, the Tenant must
clear this lease from title at its own expense at the end of the Term.

11.5                    
NO CHANGES OR WAIVERS. This lease constitutes the entire agreement between the
parties with respect to the Premises except as contained in any written
agreement previously entered into by the parties, but in the event of conflict
between such agreement and this lease, this lease shall prevail. No changes to
or waiver of any of this lease will be binding or enforceable unless reduced to
writing, attached to and executed by the Landlord and the Tenant. The Landlord's
agents have no authority to amend this lease unless duly authorized in writing
by the Landlord to do so.

11.6                     NOTICES.
Any notice, request, demand, direction, or statement required or permitted under
this lease to the Tenant or the Landlord will be sufficiently given if delivered
or mailed in British Columbia by double registered mail postage prepaid, to
their addresses on page one, or if given to the Tenant, if delivered to the
Premises. Any notice will be deemed to have been given on the date delivered or
if mailed as aforesaid, on the sixth day after it was mailed. Either party may
at any time give written notice to the other party of a change of address for
notices, after which the altered address will be the address of the notifying
party for notices.

11.7                    
CERTIFICATES. On the request of either party (the "Requesting Party"),
the other party shall from time to time promptly provide to the Requesting
Party, or to any other third party designated by the Requesting Party,
certificates in writing as to the then current status of this lease, including
whether it is in full force and effect, modified or unmodified, the rent payable
under this lease, the state of the accounts between the Landlord and Tenant, the
existence or non-existence of defaults, and any other matters pertaining to this
lease as to which the Requesting Party shall request a certificate.

11.8                     BRITISH
COLUMBIA LAW. This lease will be construed in accordance with the laws of
British Columbia.

11.9                    
INTERPRETATION. If there are two or more Tenants, Covenantors or persons bound
by the Tenant's obligations under this lease, their obligations are joint and
several. All the obligations of the Tenant under this lease are to be construed
as covenants and agreements as though the words importing such covenants and
agreements were used in each separate provision. All obligations of the Tenant
are in force during the full Term, unless otherwise specified. The words
"Tenant" or "Covenantor" (if applicable) and the personal pronoun "it" relating
thereto and used therewith shall be read and construed as Tenants or Covenantors
(if applicable) and "his", "her", or "its" or "their" respectively, as the
number and gender of the party or parties referred to each require, and the
number of the verb agreeing therewith will be construed and agreed with the said
word or pronoun so substituted.




- 18 -

11.10                    PROVISIONS
SEVERABLE. If any provisions of this lease are illegal or unenforceable, they
will be considered separate and severable from this lease and the remaining
provisions will remain in force and be binding on the parties as if the severed
provisions had not been included.

11.11                    HEADINGS.
The headings and index in this lease do not form part of this lease and are
inserted for convenience of reference only.

11.12                    TIME
OF ESSENCE. Time is of the essence of this lease.

11.13                  
COUNTERPARTS. This lease may be executed in any number of counterparts, or by
facsimile, each of which when delivered will be deemed to be an original, for
all purposes and will constitute one and the same instrument, binding on the
parties, notwithstanding that all the parties are not signatories of the same
counterpart or facsimile.

11.14                    OPTION
TO RENEW. Provided that the Tenant is not in breach and has punctually met
and performed each and every one of the covenants, provisos and agreements
herein contained on the part of the Tenant to be performed, the Landlord will,
at the expiration of the Term and on the written request of the Tenant delivered
or mailed to the Landlord not later than six months before the expiration of the
Term, grant to the Tenant a renewal of this Lease of the Premises for a further
term of three years from the end of the Term on the same terms and conditions as
in this Lease, except as to Base Rent, any abatements of rent, any contributions
by the Landlord to the cost of Leasehold Improvements, any other incentives
provided by the Landlord, and this right of renewal. The Landlord and the Tenant
will make all reasonable efforts to reach agreement as to the annual rent for
such three year period not more than three months prior to the commencement of
such three year period and not less than two months prior to the commencement of
such three year period and failing such agreement such annual rent will be fixed
under the provisions of the Commercial Arbitration Act, R.S.B.C.
1996, c. 55, and will be the fair market rent for the Premises, having regard to
the rent then currently being charged for premises of a like kind, of a like age
and condition, and in comparable locations in the City of Vancouver. Such annual
rent will in any event be not less than the annual rent fixed in respect of the
previous period for which annual rent has been fixed under this Lease.

WHEREFORE the parties to this lease have executed this lease as
of the date first given above.

ALDA Pharmaceuticals Corp. (“Tenant”) 
Per:

	"Peter Chen" 	 
	Authorized Signatory 	 
	 	 
	Duft Enterprises Corp. (“Landlord”) 	 
	Per: 	 
	  	 
	"Terrance Owen" 	 
	Authorized Signatory 	 






- 19-




- 20 -

1.1 SCHEDULE "B"

Rules and Regulations referred to in paragraph 4.5 of this lease.

	1. 	 No animals will be allowed on the Premises at any time,
        and no birds or animals may be fed on the Property.

	 	 
	2. 	 The Premises will not be used as overnight sleeping
        accommodation, nor for manufacturing, nor for auction sales. The address
        of the Premises will not be given in an advertisement for laborers without
        the Landlord’s approval.

	 	 
	3. 	 Windows will not be left open so as to admit rain or
        snow. All doors and windows will be securely closed and locked and all
        water faucets and electric lights (except display lighting) turned off
        before the Tenant leaves the Premises.

	 	 
	4. 	 The Tenant shall not alter any existing locks nor attach
        any additional locks or similar devices to any door or window without
        the consent of the Landlord and the Landlord shall be permitted to retain
        one copy of all keys to the Premises.

	 	 
	5. 	 The Tenant shall not make any duplicate keys without
        the consent of the Landlord. All keys in respect of the Premises and the
        Building will be delivered to the Landlord immediately after the lease
        has terminated.

	 	 
	6. 	 The Tenant shall provide adequate receptacles for garbage
        and waste within the Premises and all of the Tenant's garbage and waste
        will be placed in such containers.

	 	 
	7. 	 The following conduct is prohibited in the Building
        and on the Property without the prior written consent of the Landlord:
        canvassing, soliciting or peddling; installation of vending machines;
        obstruction of any sidewalk, entrance, elevator, stairway, corridor, hall,
        window, door or any other area outside the Premises except for access
        to the Premises.

	 	 
	8. 	 The Tenant shall not bring on the Premises any heavy
        equipment, motors, explosives, or other articles or substances of a dangerous
        nature, or anything else which might damage the Building or anything on
        the Property, without the consent of the Landlord. If it consents, the
        Landlord may prescribe the weight, time, and manner of the transportation
        or location of any heavy object brought into the Building or onto the
        Property.

	 	 
	9. 	 Freight or bulky matter of any description shall only
        be received in or carried in the building during hours approved by the
        Landlord.

	 	 
	10. 	 The Tenant shall employ efficient janitors or cleaners
        to wash and otherwise clean in a reasonable manner the Premises, including
        windows.

	 	 
	11. 	 The Tenant shall keep properly painted the painted portions
        of the Premises, and will install in the Premises only such window shades,
        drapes and floor coverings, and to apply only such wall coverings and
        paints as are first approved in writing by the Landlord, such approval
        not to be unreasonably withheld, and to cause the same to be installed
        or applied by competent workmen.

	 	 
	12. 	 The Tenant shall maintain any washrooms in the Premises
        in a clean and sanitary condition.

	 	 
	13. 	 If the Premises are on the ground floor, the Tenant
        shall remove snow and ice from the Premises, Building, and Property attached
        thereto and deposit salt or a similar substance as may be reasonably required
        to make the Premises, Building, and Property safe.










- 21 -

	14. 	
      Outside normal business hours, the Landlord may:
  

	 	
       

		
      (a 
	
      require all persons entering and leaving the Building to
      register in any book(s) kept at or near the night
      entrance, 


	 	
       
	
       

		
      (b 
	
      prevent any person who does not have a pass in a form
      approved by the Landlord from entering or leaving the Building,
      or 


	 	
       
	
       

	  	
      (c 
	
      hold any person found in the Building without such pass
      under surveillance. 

	 	
       
	
       

	  	
      The Landlord shall have no responsibility for
      failure to enforce this rule. 

	 	
       

	15. 	
      The Tenant shall not affix any broadloom, carpeting or
      vinyl type flooring to the Premises by means of an insoluble adhesive or
      similar product except as approved by the Landlord. 


	 	
       

	16. 	
      Bicycles will not be brought inside or left outside the
      building on the Property, except secured to dedicated bicycle
      racks. 


	 	
       

	17. 	
      The Tenant shall be liable to the Landlord for all
      injuries, damages, costs and expenses caused by the infraction of any of
      the foregoing rules and regulations by the Tenant or its employees,
      agents, invitees or licensee.