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                                                                    Exhibit 10.6
                                    SUBLEASE

IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT

B E T W E E N:

                  ALLIANCE FOR CONVERGING TECHNOLOGIES CORP.

                  (hereinafter called the "SUBLANDLORD")

                                                              OF THE FIRST PART

                  - and -

                  MEDIA SYNERGY INC.

                  (hereinafter called the "SUBTENANT")

                                                              OF THE SECOND PART


WHEREAS the Sublandlord has entered into a lease dated May 10, 1996 (the "HEAD
LEASE"), with The Manufacturers Life Insurance Company, by its agent Enterprise
Property Group Limited (the "HEAD LANDLORD") (a copy of which the Subtenant
acknowledges having received) of the premises more particularly described in the
Head Lease containing three thousand nine hundred seventeen (3,917) square feet
of Rentable Area (as defined in the Head Lease) on the first floor and legally
described in Schedule "A" attached hereto and known municipally as 260 King
Street East, Suite B-100, Toronto, Ontario, M5A 4L5 (the "LEASED PREMISES");

AND WHEREAS the Sublandlord and the Subtenant have agreed to enter into a
Sublease of all of the Leased Premises as crosshatched on the floor plan
attached as Schedule "B" hereto (the "SUBLEASED PREMISES") for the term, at a
rental and on such terms as are hereinafter set forth;

AND WHEREAS the Head Landlord has given its consent, in writing, to the Sublease
in accordance with the terms and provisions of the Head Lease;

NOW THEREFORE IN CONSIDERATION of the rents, covenants and agreements herein
contained the Sublandlord and Subtenant agree as follows:

TERM

1.       The Sublandlord hereby subleases the Subleased Premises to the
         Subtenant; TO HAVE AND TO HOLD the Subleased Premises for a term of one
         (1) year, ten (10) months and twenty-four (24) days to commence the 6th
         day of September, 1999, or such other
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         mutually acceptable date agreed upon between the parties hereto acting
         reasonably, which in no event shall be later than October 15, 1999, and
         to expire the 30th day of July, 2001 (the "SUBTERM").

RENT

2.       The Subtenant shall pay to the Sublandlord from and after the date of
         commencement of the Subterm as an annual base rent the sum of Thirty
         One Thousand Three Hundred Thirty-Five Dollars Ninety-Six Cents
         ($31,335.96) per annum, being Two Thousand Six Hundred Eleven Dollars
         Thirty-Three Cents ($2,611.33) per month based on Eight Dollars ($8.00)
         per square foot of Rentable Area (the "SUBLEASE BASE RENT") payable in
         advance on the first day of each and every month during the Subterm
         with the rent for any broken portion of a calendar month in which the
         Subterm of this Sublease shall commence or terminate shall be
         pro-rated.

         The Sublandlord acknowledges receipt of the sum of Fourteen Thousand
         One Hundred Sixty-Six Dollars Twenty Two Cents ($14,166.22) as a
         deposit to be held by the Sublandlord pending completion or other
         termination of this Sublease and to be held as a security deposit and
         to be applied against the Sublease Base Rent for the first rent due
         plus GST pursuant to the terms of this Sublease.

ADDITIONAL RENT

3.       The Subtenant agrees to pay to the Sublandlord that proportionate share
         of all payments which the Sublandlord is required to pay to the Head
         Landlord under the Head Lease as Additional Rent (as this term is
         defined in the Head Lease) chargeable to, or attributable to the
         Subleased Premises. Additional Rent is presently estimated by the Head
         Landlord to amount to approximately Twelve Dollars, Twenty-Eight Cents
         ($12.28) per square foot per annum including utilities for the calendar
         year 1999.

SUBTENANT'S COVENANTS

4.       The Subtenant covenants with the Sublandlord:

         (a)      to pay Sublease Base Rent and Additional Rent;

         (b)      to pay all business taxes in respect of the business carried
                  on by the Subtenant in and upon or by reason of its occupancy
                  of the Subleased Premises;

         (c)      to keep the Subleased Premises clean and in good and
                  tenantable condition;

         (d)      to keep the Subleased Premises, reasonable wear and tear and
                  damage by fire, lightning and tempest only excepted;
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         (e)      to observe and perform all covenants and obligations of the
                  Subtenant under this Sublease;

         (f)      to use the Subleased Premises only for the purpose of carrying
                  on the business of general offices and for no other purpose
                  and not to do or omit to do any act or thing upon the
                  Subleased Premises which would cause a breach of any of the
                  Sublandlord's obligations under the Head Lease; and

         (g)      to perform or cause to be performed with respect to the
                  Subleased Premises all of the covenants of the Sublandlord as
                  Head Tenant under the Head Lease, including the performance of
                  the Sublandlord's obligations as to the use of the Leased
                  Premises and the performance of tenants' repairs therein.

INSURANCE

5.       The Subtenant shall take out and keep in force during the Subterm such
         insurance in respect of the Subleased Premises as shall comply with the
         obligations of the Sublandlord as Head Tenant under the Head Lease and
         shall be subject to the same obligations and same limitations of
         liability with respect to damage, loss or injury as are set out in the
         Head Lease.

COVENANTS OF THE SUBLANDLORD

6.       The Sublandlord covenants with the Subtenant:

         (a)      for quiet enjoyment;

         (b)      to observe and perform all covenants and obligations of the
                  Sublandlord under the Sublease; and

         (c)      to pay all Base Rent (as defined in the Head Lease) and
                  Additional Rent reserved under the Head Lease and to duly
                  perform and observe all the obligations of the Sublandlord as
                  Head Tenant under the Head Lease and to indemnify and hold the
                  Subtenant harmless from and against any cost, loss or damage
                  resulting from the Sublandlord's default under the Head Lease.

ABATEMENT AND TERMINATION

7.       In the event of damage to the Subleased Premises:

         (a)      rent in respect of the Subleased Premises shall abate if and
                  to the extent rent under the Head Lease abates under the terms
                  of the Head Lease; and
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         (b)      this Sublease shall terminate if either the Head Landlord or
                  the Head Tenant shall become entitled to terminate the Head
                  Lease pursuant to the provisions of the Head Lease.

RIGHT TO SUBLEASE

8.       Subject to the provisions of Article 17 of the Head Lease and any other
         relevant provisions contained in the Head Lease, the Sublandlord agrees
         that the Subtenant shall have the right to sub-sublet and/or assign all
         or part of the Subleased Premises at any time during the Subterm,
         subject to the approval of the Sublandlord and/or the Head Landlord
         which approvals shall not be unreasonably withheld.

LEASEHOLD IMPROVEMENTS

9.       The Subtenant acknowledges that it is leasing the Subleased Premises on
         an "AS IS" basis. Subject to the provisions of Article 13, and in
         particular Section 13.02, of the Head Lease, all leasehold improvements
         shall be at the Subtenant's sole cost and expense and the Subtenant
         must first obtain the prior written approval of both the Sublandlord
         and the Head Landlord prior to the installation and/or construction of
         any leasehold improvement, such approval not to be unreasonably
         withheld. The Sublandlord acknowledges that the Subleased Premises, as
         viewed, shall be turned over to the Subtenant, with all existing
         improvements located therein in their existing state of repair.
PARKING

10.      The Sublandlord agrees to sublease to the Subtenant for the Subterm the
         three (3) parking spaces at the rate, and pursuant to the provisions,
         contained in Section 10.02 of the Head Lease.

APPLICATION OF HEAD LEASE

11.      Except as hereinbefore expressly provided, all terms, conditions,
         covenants and agreements contained in the Head Lease shall apply to and
         be binding upon the parties hereto, and their respective successors and
         permitted assigns, the appropriate changes of reference being deemed to
         have been made with the intent that such clauses shall govern the
         relationship in respect of such matters as between the Sublandlord and
         the Subtenant.

NOTICE

12.      The provisions of the Head Lease shall govern the giving of notice
         hereunder. The address of the Sublandlord for the purpose of such
         notice shall be 360 Adelaide Street West, 4th Floor, Toronto, Ontario,
         M5V 2L2 and the address for the Subtenant for the purpose of such
         notice shall be the Subleased Premises.
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IN WITNESS WHEREOF the parties herein have affixed their corporate seals under
the hands of their proper signing officers duly authorized in that behalf.


                                 ALLIANCE FOR CONVERGING TECHNOLOGIES CORP.


                                 Per:      /s/ David Agnew
                                     ---------------------------------------
                                 Name:    David Agnew
                                 Title:   Executive Director

                                 I have the authority to bind the corporation.


                                 MEDIA SYNERGY INC.


                                 Per:     /s/ Martha Miller
                                     ----------------------------------------
                                 Name:    Martha Miller
                                 Title:   Controller

                                 I have the authority to bind the corporation.
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                                  SCHEDULE "A"

                                LEGAL DESCRIPTION


Lots 1, 2, 3, 4, 5, 6 and Lane Registered Plan D-84;
Town Lot 8, South Side Adelaide Street
Town Lot 8, Parts of Town Lots 6 and 7,
North side of King Street, Town of York Plan;
all designated as Parts 9 and 10, Plan 63R-3338
City of Toronto
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                                  SCHEDULE "B"

                                   FLOOR PLAN