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                                                                   EXHIBIT 10.31






                            STANDARD FORM - NET LEASE



BETWEEN:

                    GUILD PROPERTIES INC.
                    c/o Suite 1660-1188 West Georgia Street
                    Vancouver, BC V6E 4A2

                                                                    ("Landlord")
AND:

                    SMARTSOURCES.COM TECHNOLOGIES INC.
                    Suite 100-2030 Marine Drive
                    North Vancouver, BC V7P 1V7

                                                                      ("Tenant")
PREMISES:

                    Suite 200
                    2030 Marine Drive
                    North Vancouver, BC V7P 1V7
                    (Strata Lot 5)

TERM:

                    3 years from May 15, 1999
                    plus right to renew for additional 3 years


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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                          <C>
  ARTICLE 1 - BASIC PROVISIONS AND DEFINITIONS ................................2

   1.01    BASIC PROVISIONS ...................................................2
   1.02    DEFINITIONS ........................................................3

 ARTICLE 2 - PREMISES .........................................................9

   2.01    PREMISES ...........................................................9
   2.02    RELOCATION OF PREMISES .............................................9
   2.03    STRATA TITLE BUILDING ..............................................9
   2.04    MAINTENANCE PAYMENTS ...............................................9

  ARTICLE 3 - TERM ...........................................................10

   3.01    TERM ..............................................................10
   3.02    POSTPONEMENT ......................................................10
   3.03    LANDLORD'S WORK ...................................................10
   3.04    IMPROVEMENT ALLOWANCE .............................................10
   3.05    RIGHT OF RENEWAL ..................................................10

  ARTICLE 4 - RENT ...........................................................12

   4.01    RENT...............................................................12
   4.02    PAYMENT OF RENT ...................................................12
   4.03    RENT FOR IRREGULAR PERIODS ........................................14
   4.04    WAIVER OF OFFSET ..................................................14

  ARTICLE 5 - TENANTS COVENANTS ..............................................15

   5.00    TENANT'S COVENANTS ................................................15
   5.01    RENT ..............................................................15
   5.02    PERMITTED USE .....................................................15
   5.03    WASTE AND NUISANCE ................................................15
   5.04    INSURANCE RISKS ...................................................15
   5.05    CONDITION .........................................................15
   5.06    BY-LAWS ...........................................................15
   5.07    FIRE EXIT DOORS ...................................................16
   5.08    RULES AND REGULATIONS .............................................16
   5.09    OVERHOLDING .......................................................16
   5.10    SIGNS AND DIRECTORY ...............................................16
   5.11    INSPECTION AND ACCESS .............................................17
   5.12    SHOWING LEASED PREMISES ...........................................17
   5.13    TENANT'S WORK .....................................................17
   5.14    JANITOR SERVICE AND IN-SUITE MAINTENANCE ..........................17

  ARTICLE 6 - LANDLORD'S COVENANTS ...........................................18

   6.00    LANDLORD'S COVENANTS ..............................................18
   6.01    QUIET ENJOYMENT ...................................................18
   6.02    INTERIOR CLIMATE CONTROL ..........................................18
   6.03    ELEVATORS .........................................................18
   6.04    ENTRANCES, LOBBIES, ETC............................................19
   6.05    WASHROOMS .........................................................19
   6.06    JANITOR SERVICE ...................................................19
   6.07    MAINTENANCE OF COMMON AREAS .......................................19

  ARTICLE 7 - REPAIR AND DAMAGE AND DESTRUCTION ..............................20

   7.01    LANDLORD'S REPAIRS ................................................20
</TABLE>


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<TABLE>
<S>                                                                          <C>
   7.02   TENANT'S REPAIRS ..................................................20
   7.03   ABATEMENT AND TERMINATION .........................................21
   7.04   LANDLORD'S WORKS ..................................................22

  ARTICLE 8 - TAXES AND OPERATING COSTS .....................................23

   8.01   LANDLORD'S TAX OBLIGATIONS ........................................23
   8.02   TENANT'S TAX OBLIGATIONS ..........................................23
   8.03   TENANT'S TAX COST .................................................23
   8.05   RECEIPTS, ETC. ....................................................24
   8.06   ALLOCATION OF TAXES ...............................................24
   8.07   OPERATING COST ....................................................24
   8.08   ALLOCATION OF OPERATING COST ......................................25
   8.09   ALLOCATION TO PARTICULAR TENANT ...................................25

  ARTICLE 9 - UTILITIES AND ADDITIONAL SERVICES .............................26

   9.01   WATER AND TELEPHONE ...............................................26
   9.02   ADDITIONAL SERVICES ...............................................26
   9.03   EXTRA OPERATING COSTS .............................................26
   9.04   ENERGY CONSERVATION ...............................................26
   9.05   ALTERATIONS .......................................................27


  ARTICLE 10 - LICENSES, ASSIGNMENTS AND SUBLETTINGS ........................28

   10.01   LICENSES, ETC ....................................................28
   10.02   ASSIGNMENT AND SUBLETTING ........................................28
   10.03   CONDITIONS OF CONSENT ............................................28
   10.04   CHANGE IN CONTROL OF TENANT ......................................29

  ARTICLE 11- FIXTURES AND IMPROVEMENTS .....................................30

   11.01   INSTALLATION OF FIXTURES AND IMPROVEMENT .........................30
   11.02   LIENS AND ENCUMBRANCES ON FIXTURES AND IMPROVEMENTS ..............30
   11.03   REMOVAL OF FIXTURE AND IMPROVEMENTS ..............................31

  ARTICLE 12-INSURANCE AND LIABILITY ........................................32

   12.01   LANDLORD'S INSURANCE .............................................32
   12.02   TENANT'S INSURANCE ...............................................32
   12.03   LIMITATION OF LANDLORD'S LIABILITY ...............................33
   12.04   LIMITATION OF TENANT'S LIABILITY .................................34
   12.05   INDEMNITY OF LANDLORD ............................................34

  ARTICLE 13- SUBORDINATION, ATTORNMENT, REGISTRATION AND CERTIFICATES ......35

   13.00   TENANT'S COVENANTS ...............................................35
   13.01   SALE OR FINANCING OF BUILDING ....................................35
   13.02   SUBORDINATION AND ATTORNMENT .....................................35
   13.03   REGISTRATION .....................................................35
   13.04   CERTIFICATES .....................................................35
   13.05   ASSIGNMENT BY LANDLORD ...........................................36

  ARTICLE 14- OCCURRENCE OF DEFAULT .........................................37

   14.01   UNAVOIDABLE DELAY ................................................37
   14.02   NO ADMISSION .....................................................37
   14.03   PART PAYMENT .....................................................37

  ARTICLE 15- REMEDIES FOR LANDLORD AND TENANT'S DEFAULT ....................38

   15.01   REMEDYING BY LANDLORD, NON-PAYMENT AND INTEREST ..................38
   15.02   REMEDIES CUMULATIVE ..............................................38
   15.03   RIGHT OF RE-ENTRY ON DEFAULT OR TERMINATION ......................38
</TABLE>


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<TABLE>
<S>                                                                          <C>
   15.04   TERMINATION AND RE-ENTRY .........................................39
   15.05   PAYMENT OF RENT, ETC. ON TERMINATION .............................39
   15.06   RE-LETTING, ETC. .................................................39

  ARTICLE 16 - EVENTS TERMINATING LEASE .....................................40

   16.01   CANCELLATION OF INSURANCE ........................................40
   16.02   PROHIBITED OCCUPANCY, BANKRUPTCY, ETC. ...........................40

  ARTICLE 17 - MISCELLANEOUS ................................................41

   17.01   NOTICES ..........................................................41
   17.02   EXTRANEOUS AGREEMENTS ............................................41
   17.03   TIME OF ESSENCE...................................................41
   17.04   AREA DETERMINATION  ..............................................41
   17.05   SUCCESSORS AND ASSIGNS ...........................................41
   17.06   FRUSTRATION ......................................................42
   17.07   WAIVER ...........................................................42
   17.08   GOVERNING LAW ....................................................42
   17.09   NET LEASE ........................................................42
   17.10   CAPTIONS .........................................................43
   17.11   ACCEPTANCE .......................................................43

  ARTICLE 18 - SCHEDULES ....................................................44

   18.01   SCHEDULES ........................................................44

SCHEDULE A ..................................................................46

FLOOR PLAN OF THE LEASED PREMISES ...........................................46

SCHEDULE B ..................................................................47

LEGAL DESCRIPTION OF THE LEASED PREMISES ....................................47

SCHEDULE C ..................................................................48

RULES AND REGULATIONS .......................................................48

SCHEDULE D ..................................................................50

ADDITIONAL TERMS FORMING PART OF THE LEASE ..................................50

SCHEDULE E ..................................................................51

PROPOSED TENANT'S LEASEHOLD IMPROVEMENTS PLAN ...............................51
</TABLE>


                                                                              iv
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                                      LEASE


THIS LEASE dated for reference the 17th day of March, 1999

BETWEEN:


                    GUILD PROPERTIES INC.
                    c/o Suite 1660-1188 West Georgia Street
                    Vancouver, BC V6E 4A2
                    (hereinafter called the "Landlord")

                                                               OF THE FIRST PART

AND:
                    SMARTSOURCES.COM TECHNOLOGIES INC.
                    Suite 100-2030 Marine Drive
                    North Vancouver, BC V7P 1V7
                    (hereinafter called the "Tenant")

                                                              OF THE SECOND PART



WITNESSETH THAT:


                                                                               1
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ARTICLE 1 - BASIC PROVISIONS AND DEFINITIONS

1.01     BASIC PROVISIONS

         a)       Leased Premises:
                  Suite No. 200
                  Strata Lot 5
                  Strata Plan LMS2241
                  2030 Marine Drive
                  North Vancouver, B.C. (see Schedule A)


         b)       Rentable Area: 1,293 square feet

         c)       Term: 3 years

         d)       Commencement Date: May 15, 1999

                  (Rent free use for outfitting by the Tenant at the
                  Tenant's risk from date of execution of this Lease by
                  both parties up to Commencement Date)

         e)       Basic Rent and Note on Additional Rent:

                  (1)  Basic Rent
                       YEARS 1 to 3 inclusive:
                         $14.50 per sq. ft. per annum + Rental Taxes which is
                         $1,562.38 per month plus Rental Taxes (currently G.S.T)

                  (2)  Additional Rent:
                       Based on an estimated $8.09 per sq. ft. per annum
                       plus any Rental Taxes toward Operating Costs and
                       Taxes during the Term (based on the projected budget
                       for 1999 and on 1998 figures)

Note:    The Additional Rent, including the Operating Cost, is subject to
         change and adjustment without notice as necessary from time to
         time and calculated for each 12 month period.

         f)       Permitted Use: General Office premises

         g)       Parking Entitlement: 2 reserved stalls at the charge as set
                  out in Schedule D

         h)       Renewal Term: 3 years

         i)       Deposit: to be applied toward first and last 5 months Basic
                  Rent and Additional Rent plus applicable taxes.


                                                                               2
<PAGE>   7

The foregoing Basic Provisions are approved by the parties. Each reference in
this Lease to any of the Basic Provisions shall be construed to include the
provisions set forth above as well as all of the additional terms and conditions
of the applicable sections of this Lease where such Basic Provisions are more
fully set forth.

1.02     DEFINITIONS
In this Lease the following expressions shall have the following meanings:

a)       "Accountant" means the person employed by or engaged by the Landlord
         from time to time to keep financial records and accounts for the
         Landlord or for the Building or the Leased Premises;

b)       "Additional Rent" means all sums of money to be paid by the Tenant
         whether to the Landlord or otherwise pursuant to this Lease save and
         except annual Basic Rent;

c)       "Additional Services" means the services and supervision supplied by
         the Landlord and referred to in section 9.02 or in any other provision
         hereof as Additional Services, and any other services which from time
         to time the Landlord supplies to the Tenant and which are additional to
         other services which the Landlord has agreed to supply pursuant to the
         provisions of this Lease and to like provisions of other leases of
         space in the Building or may elect to supply as included within the
         standard level of services available to tenants in the Building
         generally and in addition to those normally supplied, the provision of
         labour and supervision in connection with the moving of any furniture
         or equipment of any tenant and the making of any repairs or alterations
         for any tenant and maintenance or other services not normally
         furnished to tenants generally;

d)       "Basic Rent" means the basic rent reserved hereunder payable by the
         Tenant as set forth in section 4.01(a);

e)       "Building" means that certain building and those certain areas and
         improvements and amenities described in Strata Plan LMS52241 and having
         a municipal address of 2030 Marine Drive, North Vancouver, British
         Columbia;

f)       "Capital Tax" means any tax or taxes payable under any existing or
         future municipal, provincial or federal legislation, based upon or
         computed by reference to the "net paid up capital" of the place of
         business of the Landlord and/or the owners of the Land and Building as
         determined for the purposes of such taxes or based upon or computed by
         reference to the taxable capital employed in Canada, or any similar tax
         levied, imposed or assessed in the future in lieu thereof or in
         addition thereto by any municipal, legislative or parliamentary
         authority;

g)       "Commencement Date of the Term" means the date the Lease commences as
         set forth in section 3.01;

h)       "Cost of Additional Services" shall mean without duplication in the
         case of Additional Services provided by the Landlord as reasonable
         charge made therefor by the Landlord which shall not exceed the cost of
         obtaining such services from independent contractors and in the case of
         Additional Services by independent contractors the Landlord's total
         cost of providing Additional



                                                                               3
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         Services to the Tenant including the cost of all labour (including
         salaries, wages and fringe benefits) and materials and other direct
         expenses incurred, the cost of supervision and other indirect expenses
         capable of being allocated thereto (such allocation to be made upon a
         reasonable basis) and all other out-of-pocket expenses made in
         connection therewith including amounts paid to independent contractors,
         plus an administration fee equal to 15% thereof;

i)       "Insured Damage" means that part of any damage occurring to any portion
         of the Leased Premises for which the Landlord is responsible of which
         the entire cost of repair is actually recoverable by the Landlord under
         a policy of insurance in respect of fire and other perils from time to
         time effected by the Landlord or, if and to the extent that the
         Landlord has not insured and is deemed to be a co-insurer or
         self-insurer pursuant to section 12.01, would have been recoverable had
         the Landlord effected insurance in respect of perils and to amounts and
         on terms for which it is deemed to be insured;

j)       "Land" means the parcels or tracts of land described in Schedule B;

k)       "Leased Premises" means, subject to section 2.02, that portion of the
         Building aggregating 1,293 square feet of Rentable Area more or less,
         to be determined by measurement in accordance with this Lease,
         approximately as shown outlined in red on the plan(s) attached as
         Schedule "A" hereto and having the municipal address of Suite 200, 2030
         Marine Drive, North Vancouver, B.C.;

1)       "Leasehold Improvement" means all fixtures, improvements,
         installations, alterations and additions from time to time made,
         erected or installed in the Leased Premises with the exception of trade
         fixtures and furniture and equipment not of the nature of fixtures, but
         includes all partitions however fixed (including moveable partitions)
         and includes all wall-to-wall carpeting with the exception of such
         carpeting where laid over vinyl tile or other finished floor and
         installed so as to be readily removable without charge;

m)       "Net Paid Up Capital" for general corporations other than savings
         institutions, is the aggregate of the corporation's capital stock,
         surpluses, retained earnings and all other liabilities and deferred
         credits except current accounts payable, less certain deductions from
         corporations: deficit, deferred tax debit, deferred exploration costs
         and investment allowance.

n)       "Normal Business Hours" means the hours from 8.00 a.m. to 6.00 p.m.
         Monday to Friday, inclusive, of each week, holidays excepted;

o)       "Office Portion of the Building" means that portion of the Building
         designated from time to time by the Landlord for rental for office
         purposes;

p)       "Operating Cost" means the strata fees payable to the Strata
         Corporation for expenses and contingency reserves calculated in
         accordance with generally accepted accounting principles, without
         duplication, incurred in the maintenance and operation of the Building
         and the Land, as contemplated in this Lease, whether incurred directly
         or indirectly by the Strata Corporation and which expenses, if they had
         been directly incurred by the Landlord would:


                                                                               4
<PAGE>   9


         (i)      include except where otherwise provided in this Lease (but
                  subject to certain deductions as hereinafter provided) the
                  cost of providing complete supervisory and all maintenance
                  services, the cost of operating elevators, all costs
                  associated with or attributed to heating, cooling and
                  ventilating all space including both Rentable and non-Rentable
                  areas, the cost of providing hot and cold water, electricity
                  (including lighting), telephone and other utilities and
                  services to both Rentable and non-Rentable areas, the cost of
                  cleaning, maintaining and servicing in all respects all
                  electric lighting fixtures in the Building (including both
                  Rentable and non-Rentable areas) and the cost of replacement
                  of electric light bulbs, tubes, starters and ballasts (such
                  cleaning, maintaining, servicing and replacement to be within
                  the exclusive right of the Landlord), the cost of all repairs
                  and replacements including the amortized cost over the useful
                  life of repairs and replacements of a capital nature whether
                  to the Building or the Land or any part thereof, the cost of
                  exterior window cleaning and providing security and
                  supervision, the costs of all insurance for liability or fire
                  or other casualties (and if the Landlord shall elect in whole
                  or in part to self-insure, the amount of reasonable
                  contingency reserves not exceeding the amount of premiums
                  which would otherwise have been incurred in respect of the
                  risk undertaken), Capital Tax attributed to the Land or
                  Building, accounting costs incurred in connection with
                  maintenance and operation including computations required for
                  the imposition of charges to tenants and audit charges
                  required to be incurred for the conclusive determination of
                  any costs hereunder, and the reasonable rental value (having
                  regard to the rentals prevailing from time to time for similar
                  space) of space utilized by the landlord in connection with
                  the operation or maintenance of the Building and the Land, the
                  amount of all salaries, wages and fringe benefits (including
                  without limitation workers' compensation) paid to employees
                  engaged in the maintenance or operation of the Building and
                  the Land, amounts paid to independent contractors for any
                  services in connection with such maintenance or operation, the
                  cost of direct supervision and of management and other
                  indirect expenses to the extent allowable to the maintenance
                  and operation of the Building and the Land, the cost to the
                  Landlord of capital improvements made for the general benefit
                  of tenants of the Building including improvements intended to
                  reduce Operating Cost, to increase safety and to improve the
                  maintenance and operation of the Land and Building, the cost
                  of any management fees and managing agent's fees, interest (at
                  the prime rate quoted by the main branch in Vancouver of the
                  Toronto Dominion Bank the Landlord's bank at Toronto for loans
                  to creditworthy and substantial commercial customers) on any
                  unamortized portion of capital expenditures made under this
                  subparagraph, and all other expenses of every nature incurred
                  in connection with the maintenance and operation of the
                  Building and the Land;

         (ii)     exclude Taxes, (other than Capital Tax) debt service,
                  depreciation (except depreciation of costs incurred for
                  repairing and replacing fixtures, equipment and facilities
                  servicing or comprising the Building [including the heating,
                  ventilating, air conditioning and climate control systems
                  servicing the Building] which by their nature require periodic
                  repair or replacement and are not charged fully in the year in
                  which they are incurred at rates determined from time to time
                  by the Landlord in accordance with sound accounting
                  principles), expenses properly chargeable to capital account
                  (except capital expenditures that are made by the Landlord
                  with the intention of reducing Operating Cost, increasing
                  safety or improving the maintenance and operation of the Land
                  and Building), costs


                                                                               5
<PAGE>   10


                  determined by the Landlord from time to time to be fairly
                  allowable to the correction of construction faults or initial
                  maladjustments in operating equipment, the Cost of Additional
                  Services for any tenant of the Building, and all management
                  cost not allowable to the actual maintenance and operation of
                  the Building (such as in connection with leasing and rental
                  advertising).

                  In computing Operating Cost there shall be credited as a
                  deduction the amounts of proceeds of insurance relating to
                  Insured Damage and other damage actually recovered by the
                  Landlord (or if the Landlord is deemed to self-insure, a
                  corresponding application of reserves) applicable to such
                  damage, recovery of electricity and light bulb and tube and
                  ballast replacement, in each case to the extent that the cost
                  thereof was included therein. If there are any vacancies in
                  the Building and because of such vacancies the Operating Cost
                  is less than it would have been if the Building has been fully
                  occupied, then for the purpose of determining the amount
                  payable by the Tenant under this Clause, the Operating Cost
                  for the relevant account period shall be increased by the
                  amount of any savings in the Operating Cost for such period
                  attributable to such vacancies (as determined by the Landlord
                  acting reasonably) and any reference to the Operating Cost in
                  this Lease shall be deemed to refer to the Operating Cost as
                  so increased. Any report of the Landlord's accountant or other
                  licensed public accountant appointed by the Landlord for the
                  purpose shall in the absence of manifest error be conclusive
                  as to the amount of Operating Cost for any period to which
                  such report relates.

q)       "Rent" means and includes the Basic Rent, Additional Rent and all other
         sums payable by the Tenant to the Landlord under this Lease;

r)       "Rentable Area" in the case of a whole floor of the Building shall
         include all area within the outside walls and shall be computed by
         measuring to the inside surface of the glass of the outer Building
         walls without deduction for columns and projections necessary to the
         Building, and shall include the Service Areas within and exclusively
         serving the floor, but shall not include the stairs and elevator shafts
         supplied by the Landlord for use in common with other tenants, and
         flues, stacks, pipe shafts or vertical ducts within their enclosing
         walls;

s)       "Rentable Area" in the case of part of a floor of the Building shall
         include all area occupied and shall be computed by measuring from the
         inside surface of the glass of the outer Building walls to the office
         side of corridors or other permanent partitions or to the lease line
         separating the Leased Premises from any other area of the Building or
         Service Areas where no wall or partition exists and to the centre of
         partitions which separate the area occupied from adjoining Rentable
         Areas without deduction for columns and projections necessary to the
         Building or for any storefront or doorway area recessed from the lease
         line and shall include a portion of the Service Areas within and
         exclusively serving only the floor, but shall not include stairs and
         elevator shafts supplied by the Landlord for use in common with other
         tenants, and flues, stacks, pipe shafts and vertical ducts within their
         enclosing walls within the area occupied; the portion of the Service
         Areas to be included in the Rentable Area of the Leased Premises shall
         be equal to the area of such Service Areas times a fraction, the
         numerator of which is the area of the Leased Premises and the
         denominator of which is the area of all leaseable premises (including


                                                                               6
<PAGE>   11


         the Leased Premises) on the floor, with such areas to be calculated in
         accordance with this subsection without reference to Service Areas;

t)       "Rental Taxes" means any tax or duty imposed upon the Landlord which is
         measured by or based in whole or in part directly upon the Rent payable
         under this lease, whether existing at the date hereof or hereinafter
         imposed by any governmental authority, including without limitation
         value added tax, business transfer tax, retail sales tax, federal sales
         tax, goods and services tax, a harmonized sales tax, excise taxes or
         duties, or any other tax similar to any of the foregoing.

u)       "Retail Portion of the Building" means that portion of the Building
         designated from time to time by the Landlord for rental for retail
         purposes;

v)       "Service Areas" shall mean the area of corridors elevator lobbies,
         service elevator lobbies, refuse area, washrooms, air-cooling rooms,
         fan rooms, janitor's closets, telephone and electrical closets and
         other closets on the floor serving the Leased Premises and other
         premises on such floor should the floor be a multiple tenancy floor;

w)       "Taxes" means all taxes, rates, duties, levies and assessments
         whatsoever, whether municipal, parliamentary or otherwise, levied,
         imposed or assessed against the Building or the Land or upon the
         Landlord in respect thereof or from time to time levied, imposed or
         assessed in the future in lieu thereof, including those levied, imposed
         or assessed for education, schools and local improvements, and
         including all costs and expenses (including legal and other
         professional fees and interest and penalties on deferred payments)
         incurred by the Landlord in good faith in contesting, resisting or
         appealing any taxes, rates, duties, levies or assessments, but
         excluding taxes and license fees in respect of any business carried on
         by tenants and occupants of the Building (including the Landlord) and
         income or profits taxes upon the income of the Landlord to the extent
         such taxes are not levied in lieu of taxes, rates, duties, levies and
         assessments against the Building or the Land or upon the Landlord in
         respect thereof and shall also include any and all taxes which may in
         future be levied in lieu of taxes as hereinbefore defined;

x)       "Tax Cost" for any calendar year means an amount equal to the
         aggregate, without duplication, of all Taxes for such calendar year;

y)       "Tenant's Particular Share" means either a share attaching only to the
         Rentable Area such as limited common property where applicable and
         otherwise means the fraction, the numerator of which is the Rentable
         Area of the Leased Premises and the denominator of which is the
         Rentable Area of the portion of the Building (i.e. Office Portion of
         the Building or Retail Portion of the Building or the area of a strata
         lot, where the matter deals only with that strata lot) in which the
         Leased Premises are located;

z)       "Tenant's Share" means the fraction, the numerator of which is the
         Rentable Area of the Leased Premises and the denominator of which is
         the Total Rentable Area;

aa)      "Term" means the term of this Lease set forth in section 3.01 but
         includes any renewal thereof under section 3.05 or any extension or any
         period of permitted overholding;


                                                                               7
<PAGE>   12


bb)      "Total Rentable Area" shall mean the total Rentable Area of the
         Building whether rented or not, calculated as if the Building were
         entirely occupied by the tenants renting whole floors. The lobby and
         entrances on the ground floor and subservice floors used in common by
         tenants and areas rented or to be rented for automobile parking or for
         storage shall be excluded from the foregoing calculations. The
         calculations of the Total Rentable Area, whether rented or not, shall
         be adjusted from time to time to give effect to any change.


                                                                               8
<PAGE>   13


ARTICLE 2- PREMISES

2.01     PREMISES

In consideration of the rents, covenants and agreements hereinafter reserved and
contained on the part of the Tenant to be paid, observed and performed, the
Landlord hereby demises and leases to the Tenant, and the Tenant leases from the
Landlord the Leased Premises.

2.02     RELOCATION OF PREMISES

[deleted]

2.03     STRATA TITLE BUILDING

The Building is a Strata Title building. The Landlord agrees to cause the Strata
Corporation to perform those duties of the Landlord that would be normally
performed by the Strata Corporation. The Tenant agrees to abide by the rules
that the Strata Corporation may from time to time enact.

2.04     MAINTENANCE PAYMENTS

The Tenant acknowledges that part of the costs described in the definition of
Operating Costs will be paid by the Landlord as assessments to the Strata
Corporation for the Building. In calculating Operating Costs payable by the
Tenant the Landlord will review the components of the assessment and include in
Operating Costs only those components which are costs included in the definition
of Operating Costs.


                                                                               9
<PAGE>   14


ARTICLE 3 - TERM

3.01     TERM

The Term of the Lease shall be for a period of three (3) years commencing on the
15th day of May 1999 and to be fully completed and ended on the 14th day of May
2002.


3.02     POSTPONEMENT

If the Leased Premises are not ready for occupancy on the Commencement Date of
the Term, then the Tenant shall take possession of the Leased Premises as soon
as the same are ready for occupancy and this Lease shall not be void or voidable
nor shall the Landlord be liable for any loss or damage resulting from the delay
in the Tenant's occupancy and in such event the Term of the Lease shall commence
on the Commencement Date of the Term and any rent-free period of occupancy prior
to the Term shall expire at the beginning of the Term even though the Leased
Premises may not be ready for occupancy.


3.03     LANDLORD'S WORK

The Landlord will not be responsible for the construction of Leasehold
Improvements, but will provide an allowance toward Tenant requirements. Where
approved by the Landlord the Tenant may construct additional Leasehold
Improvements in a good and workmanlike manner in compliance with all municipal,
provincial and federal laws, bylaws, rates and regulations.


3.04     IMPROVEMENT ALLOWANCE

The Leased Premises are leased on an "as is where is" basis but the Landlord
will provide a one-time Tenant Improvement Allowance for work to be completed
within the first 3 months of the Term of 1) up to $20.00 per square foot, 2)
plus up to a maximum of $5,000.00 for improvements to the ventilation system,
and 3) the Landlord will arrange for and pay for improvement to the floor
surface to make it suitable for laying carpet. The $20.00 per square foot
allowance will be reimbursed to the Tenant based on receipts for work completed,
and the reimbursement will be provided by the Landlord within one month of
receiving all receipts for the completed work. The Tenant's proposed Leasehold
Improvements shall be as described to the Landlord, and after approval by the
Landlord, a sketch and description of the proposed Leasehold Improvement shall
be prepared by the Tenant to be attached to this Lease as Schedule E.


3.05     RIGHT OF RENEWAL

Despite section 3.01, where the Tenant is not in default of any covenant term or
obligation contained in this Lease and has not been in such default at any time
during the Term of this Lease (whether waived or cured or not), the Tenant shall
have the right, upon giving not less than six (6) months written notice to the
Landlord (not to be given before July 1, 2001 nor after October 31, 2001) to
renew this Lease for one additional term of three (3) years upon the same
provisions contained in this Lease, except the annual Basic Rent payable for the
renewal term


                                                                              10
<PAGE>   15
and this Right of Renewal. Such a renewal term shall commence on the 1st of
May, 2002. The annual Basic Rent for a renewal term shall be the greater of
$14.50 per square foot per annum plus Rental Taxes or that amount agreed by the
Landlord and Tenant having regard to the prevailing rental rates in the open
market then being charged for the best use of similar premises in the general
area of the Building and if no agreement is reached by February 28, 2002, such
annual Basic Rent shall be determined by 3 arbitrators. Of the three (3)
arbitrators, one is to be appointed and paid by each party and the third is to
be appointed by the first 2 arbitrators, and the provisions of the Commercial
Arbitration Act for the Province of British Columbia and amending Acts shall
govern the arbitration proceedings. The determination, which shall be made by
the said arbitrators or by a majority of them, as the case may be, shall be
final and binding upon the Landlord and the Tenant and the cost of the
arbitration and remuneration of the third arbitrator shall be borne equally by
the Landlord and the Tenant. The provisions of this clause shall be deemed to be
a submission to arbitration within the provisions of the Commercial Arbitration
Act for the Province of British Columbia.

If the annual Basic Rent is not settled or determined at the Commencement Date
of the Renewal Term, then the Tenant shall pay an annual Basic Rent equal to one
hundred and fifty percent (150%) of the annual Basic Rent payable in the last
twelve (12) months of the Lease and, upon determination of the annual Basic Rent
for the Renewal Term, the annual Basic Rent paid to that time shall be adjusted
accordingly.



                                                                              11
<PAGE>   16
ARTICLE 4 - RENT

4.01     RENT

The Tenant shall yield and pay for the Leased Premises unto the Landlord, at the
office of the Landlord, or at such other place as the Landlord may direct in
writing, during the Term in lawful money of Canada without any setoff,
abatement, compensation or deduction whatsoever on the days and at the times
hereinafter specified, Rent which shall include the aggregate of the sums
specified in sub-clauses (a) and (b) below:

(a)      BASIC RENT

         Basic Rent, which shall include any applicable Rental Taxes, shall be
         in the amount per annum set out in the following Schedule of Basic
         Rent:

         SCHEDULE OF BASIC RENT

<TABLE>
<CAPTION>
LEASE                             ANNUAL BASIC RENT                MONTHLY BASIC RENT

<S>                               <C>                              <C>
15th May, 1999 to 14th May, 2002  $14.50 per sq. ft. per annum     ($1,562.38 per month
                                  + Rental Taxes                   + Rental Taxes)
</TABLE>

(b)      ADDITIONAL RENT

         Additional Rent, which shall include any applicable Rental Taxes, shall
         be the aggregate of the following:

         i)       The Tenant's Share of Taxes (and the Tenants Particular Share
                  of Taxes where applicable);

         ii)      the Tenant's Share of Operating Costs (and the Tenants
                  Particular Share of Operating Costs where applicable) plus any
                  applicable Rental Taxes or other taxes thereon; and

         iii)     such other amounts, charges, costs, and expenses and any
                  applicable Rental Taxes or other taxes thereon as are required
                  to be paid by the Tenant to the Landlord pursuant to this
                  lease in addition to Basic Rent.

4.02     PAYMENT OF RENT

The Rent provided for in this Article 4 shall be paid by the Tenant as follows:

(a)      BASIC RENT

         The Basic Rent shall be paid in equal consecutive monthly instalments
         in advance on the first (1st) day of each and every month during the
         Term.


                                                                              12
<PAGE>   17
(b)      ADDITIONAL RENT PAYMENTS

         The amount of any or all of the items of Additional Rent under
         subclause 4.01(b) which the Tenant is to pay may be estimated by the
         Landlord for such fiscal period (usually 12 months) or portion thereof
         as the Landlord may determine. The Tenant agrees to pay to the
         Landlord the amount of such estimate in monthly instalments in advance
         in amounts and during the period specified by the Landlord on the first
         (1st) day of each and every month during the Term. The Landlord may
         make its estimates so that the Tenant's share of Additional Rent will
         be payable to the Landlord prior to the time the Landlord is obliged to
         pay the costs in respect of which the Additional Rent is payable. The
         Landlord may submit to the Tenant at any time during a period a
         re-estimate of the amount of Additional Rent payable by the Tenant
         under subclause 4.01(b) and a revised monthly instalment amount. As
         soon as reasonably possible after the end of the fiscal period for
         which such estimated payments have been made, the Landlord will make a
         final determination of Tax Cost and Operating Cost for such fiscal
         period and notify the Tenant of the actual amount required to be paid
         as Additional Rent under subclause 4.01(b). If necessary an
         adjustment shall be made between the parties and any money owing by or
         to one party shall be paid or credited within 30 days of such notice.

(c)      BASIS OF DETERMINING RENT

         The Tenant acknowledges that the Basic Rent is calculated on the basis
         of the Rentable Area of the Leased Premises, being as set out in
         subclause 1.01(b) and at the rate set out in subclause 1.01(e) for each
         square foot of Rentable Area.

(d)      POST-DATED CHEQUES

         If requested by the Landlord from time to time, the Tenant will provide
         to the Landlord without prejudice to any other right or remedy of the
         Landlord a series of cheques, post dated to the respective due dates of
         payments, for the amounts of the Rent and estimates on account thereof
         which are periodically payable under this Lease for up to 12 calendar
         months at one time.

(e)      DEPOSIT

         The Tenant will provide the Landlord with $15,626.82 as a deposit to be
         applied against the rent for the period of the Term (including the
         period of any renewal) as follows: to be applied in payment of the
         first month's Additional Rent and Basic Rent and last five (5) month's
         Basic Rent and Additional Rent (or the last 5 months of any renewal
         Term whichever is later). In the event of default by the Tenant
         hereunder, the Landlord may also at its option apply the deposit
         against the costs of performing the Tenant's obligations hereunder and
         the Landlord's damages.


                                                                              13
<PAGE>   18

4.03     RENT FOR IRREGULAR PERIODS

All Rent reserved herein shall be deemed to accrue from day to day, and if for
any reason it shall become necessary to calculate Rent for irregular periods of
less than one year an appropriate pro rata adjustment shall be made on a daily
basis in order to compute Rent for such irregular period.


4.04     WAIVER OF OFFSET

The Tenant hereby waives and renounces any and all existing and future claims,
offset and compensation against any Rent and agrees to pay such Rent regardless
of any claim, offset or compensation which may be asserted by the Tenant or on
its behalf.


                                                                              14
<PAGE>   19

ARTICLE 5 - TENANTS COVENANTS


5.00     TENANT'S COVENANTS

The Tenant covenants with the Landlord as follows:

5.01     RENT

To pay the Basic Rent and Additional Rent on the days and in the manner provided
herein and to pay all other amounts, charges, costs and expenses as are required
to be paid by the Tenant to the Landlord or to others under this Lease.

5.02     PERMITTED USE

To use the Leased Premises only for general office premises and not to use or
permit to be used the Leased Premises or any part thereof for any other purpose
or business, except that the premises may be used for another use with the
consent of the Landlord, which is not to be arbitrarily withheld.

5.03     WASTE AND NUISANCE

Not to commit or permit any waste or injury to the Leased Premises including the
Leasehold Improvements and trade fixtures therein, any overloading of the floors
thereof, any noise or other nuisance therein or any use or manner of use causing
annoyance to other tenants and occupants of the Building.

5.04     INSURANCE RISKS

Not to do, omit to do or permit to be done or omit to be done upon the Leased
Premises anything which would cause the Landlord's cost of insurance to be
increased (and, without waiving the foregoing prohibition, the Landlord may
demand and the Tenant shall pay to the Landlord upon demand the amount of such
increase of cost caused by anything so done or omitted to be done) or which
shall cause any policy of insurance to be subject to cancellation.

5.05     CONDITION

Not to permit the Leased Premises to become untidy, unsightly or hazardous or
permit unreasonable quantities of waste or refuse to accumulate therein, and at
the end of each business day to leave the Leased Premises in a condition such as
to reasonably facilitate the performance of the Landlord's janitor and cleaning
services referred to in section 6.06.

5.06     BY-LAWS

To comply at its own expense with all municipal, federal, provincial, sanitary,
fire and safety laws, by-laws, regulations and requirement pertaining to the
operation and use of the Leased Premises,


                                                                              15
<PAGE>   20




the condition of the Leasehold Improvements, trade fixtures, furniture and
equipment installed therein and the making by the Tenant of any repairs, changes
or improvements therein.

5.07     FIRE EXIT DOORS

To permit the installation by the Landlord at the cost of the Tenant of any door
in any wall of the Leased Premises necessary to comply with the requirements of
any statute, law, by-law, ordinance, order or regulation referred to in section
5.06, and to permit ingress and egress to and from the Leased Premises by the
Landlord or by other tenants of the Landlord or by their respective employees,
servants, workmen and invitees, by use of such doors in case of fire or
emergency.

5.08     RULES AND REGULATIONS

To observe, and to cause its employees, invitees and others over whom the
Tenant can reasonably be expected to exercise control to observe the Rules and
Regulations attached as Schedule "C" hereto, and such further and other
reasonable rules and regulations and amendments and changes therein as may
hereafter be made by the Landlord of which notice in writing shall be given to
the Tenant provided the Rules and Regulations made by the Landlord are not
inconsistent with the provisions of this Lease, and to observe all Rules and
Regulations and bylaws of the Strata Council and all such rules and regulations
and bylaws by the Landlord or the Strata Council shall be deemed to be
incorporated into and form part of this Lease.

5.09     OVERHOLDING

That if the Tenant continue to occupy the Leased Premises after the expiration
of this Lease without any further written agreement and without objection by the
Landlord, the Tenant shall be a monthly tenant at a monthly rent equal to 150%
of the monthly rent payable by the Tenant as set forth in Article 4 hereof
during the last month of the Term and (except as to length of tenancy) on and
subject to the provisions and conditions herein set out.

5.10     SIGNS AND DIRECTORY

Except for exterior signage to be approved firstly by the Landlord as to design,
size and location and to meet all requirements of the Municipal authority, not
to paint, display, inscribe, place or affix any sign, symbol, notice or
lettering of any kind anywhere outside the Leased Premises (whether on the
outside or inside of the Building) or within the Leased Premises so as to be
visible from the outside of the Leased Premises; with the exception also of a
building standard identification sign at or near the entrance of the Leased
Premises and a directory listing in the main lobby of the Building, in each case
containing only the name of the Tenant and to be subject to the approval of the
Landlord as to design, size and location. Such identification sign and directory
listing shall be installed at the expense of the Tenant, and the Landlord
reserves the right to install them as an Additional Service as if specifically
requested by the Tenant. The Landlord's approval to design, size and location of
the signs will not be arbitrarily withheld.


                                                                              16
<PAGE>   21


5.11     INSPECTION AND ACCESS

To permit the Landlord at any time and from time to time to enter and to have
its authorized agents, employees and contractors enter the Leased Premises for
the purpose of inspection, window cleaning, maintenance, providing janitor
service, making repairs, alterations or improvements to the Leased Premises or
the Building, or to have access to utilities and services (including any
underfloor header ducts and access panels which the Tenant agrees not to
obstruct) or to determine the electric light and power consumption by the Tenant
in the Leased Premises and the Tenant shall provide free and unimpeded access
for the purpose, and shall not be entitled to compensation for any
inconvenience, nuisance or discomfort caused thereby, but the Landlord in
exercising its rights hereunder shall proceed to the extent reasonably possible
so as to minimize the inconvenience to or interference with the Tenant's use and
enjoyment of the Leased Premises during any period of repair or alteration by
the Landlord to the Leased Premises or the Building.

5.12     SHOWING LEASED PREMISES

To permit the Landlord and its authorized agents and employees to show the
Leased to prospective tenants during Normal Business Hours of the last six
months of the Term.

5.13     TENANT'S WORK

To pay for 100% of the cost of the Leasehold Improvements as described in 3.03
and 3.04, which will then be reimbursed by the Landlord up to the maximum of the
Improvement Allowance described in section 3.04.

5.14     JANITOR SERVICE AND IN-SUITE MAINTENANCE

To provide for and to cause when reasonably necessary from time to time the
floors of the leased premises to be swept and cleaned all in keeping with a
first class office building, and to provide for and cause when reasonably
necessary from time to time all in-suite maintenance including but not limited
to replacement of electric bulbs.


                                                                              17
<PAGE>   22




ARTICLE 6 - LANDLORD'S COVENANTS


6.00     LANDLORD'S COVENANTS

The Landlord covenants with the Tenant as follows:


6.01     QUIET ENJOYMENT

The Landlord for itself, its successors and assigns, hereby covenants with the
Tenant, its successors and assigns that it and they, paying the rent hereby
reserved, and performing the covenant on its and their part contained, shall and
may peaceably possess and enjoy the Leased Premises for the Term hereby granted,
without any interruption or disturbance from the Landlord, its successors, or
assigns, or any other person or persons lawfully claiming by, from, through, or
under it, them, or any of them.


6.02     INTERIOR CLIMATE CONTROL

To provide to the Leased Premises during Normal Business Hours, by means
of a system for heating and cooling, filtering and circulating air,
processed air in such quantities, at such temperature as shall maintain
in the Leased Premises conditions of reasonable temperature and comfort
in accordance with good standards of interior climate control generally
pertaining at the date of this Lease applicable to similar buildings
based on normal occupancy of premises for the Permitted Use, but the
Landlord shall have no responsibility for any inadequacy of performance
of the system if the Leased Premises depart from the design criteria as
designed by Perelco Design Ltd. for such system, namely that the
occupancy will not exceed one person for every 100 square feet of floor
area, that the electrical power consumed in the Leased Premises for all
purposes shall not exceed 7.3 watts per square foot of floor area, that
the Tenant shall not have installed partitions or other installation in
locations which interfere with the proper operation of the system, that
the window coverings on exterior windows shall be fully closed while such
windows are exposed to direct sunlight, and that the Landlord shall have
no responsibility to provide for the removal of smoke, dust or odours
which originate from within the Leased Premises. If the use of the Leased
Premises does not accord with the design criteria and changes in the
system are feasible and desirable to accommodate such use the Landlord
may, and at the written request of the Tenant shall, make such changes
and the entire expense of such changes will be reimbursed by the Tenant
to the Landlord.


6.03     ELEVATORS

Subject to the supervision of the Landlord, to furnish for use by the Tenant and
its employees and invitees in common with other persons entitled thereto
passenger elevator service to the Leased Premises, and to furnish for the use of
the Tenant in common with others entitled thereto at reasonable intervals and at
such hours as the Landlord may select, elevator service to the Leased Premises
for the carriage of furniture, equipment, deliveries and supplies, provided
however, that if the elevators shall become inoperative or shall be damaged or
destroyed the Landlord shall have a reasonable time within which to repair such
damage or replace such elevator and the Landlord shall repair or replace the
same as soon as reasonably possible, but shall in no event be liable for
indirect


                                                                              18
<PAGE>   23


or consequential damages or other damages for person discomfort or illness
during such period of repair or replacement.


6.04     ENTRANCES, LOBBIES, ETC.

To permit the Tenant and its employees and invitees during Normal Business Hours
in common with others entitled thereto to use the common entrance, lobbies,
stairways and corridors of the Building giving access to the Leased Premises
(subject to the Rules and Regulations referred to in section 5.08 and such other
reasonable limitations as the Landlord may from time to time impose).


6.05     WASHROOMS

To permit the Tenant and its employees and invitees in common with others
entitled thereto to use the washrooms in the Building on the floor and floors on
which the Leased Premises are situate.


6.06     JANITOR SERVICE

[deleted]


6.07     MAINTENANCE OF COMMON AREAS

To cause the elevators, common entrances, lobbies, stairways, corridors,
washrooms and other parts of the Building from time to time provided for common
use and enjoyment to be swept, cleaned or otherwise maintained substantially in
keeping with a first-class office building.


                                                                              19
<PAGE>   24


ARTICLE 7 - REPAIR AND DAMAGE AND DESTRUCTION


7.01     LANDLORD'S REPAIRS

The Landlord covenants with the Tenant:

(a)      subject to section 7.03(b), to keep in a good and reasonable state of
         repair, and consistent with the general standards of first-class office
         buildings in the city in which the Building is located:

         i)       the Building (other than the Leased Premises and premises of
                  other tenants) including the foundation, roof, exterior walls,
                  including glass portions thereof, the systems for interior
                  climate control, the elevators, entrances, stairways,
                  corridors and lobbies and washrooms from time to time provided
                  for use in common by the Tenant and other tenants of the
                  Building and the systems provided for bringing utilities to
                  the Leased Premises.

         ii)      the structural members or elements of the Leased Premises; and

(b)      to repair defects in construction performed or installations made by
         the Landlord in the Leased Premises and Insured Damage.


7.02     TENANT'S REPAIRS

The Tenant covenants with the Landlord:

(a)      to keep the Leased Premises in a good and reasonable state of repair
         and consistent with the general standards of first-class office
         buildings in the city in which the Building is located, but subject to
         section 7.03(b) including all Leasehold Improvements and all trade
         fixtures therein and all glass therein, with the exception of
         reasonable wear and tear, defects in construction of the structural
         elements of the Leases Premises and Insured Damage therein.

(b)      that the Landlord may enter and view the state of repair, and that the
         Tenant will repair according to notice in writing, and that the Tenant
         will leave the Leased Premises in a good and reasonable state of
         repair, subject always to the exceptions referred to in section
         7.02(a);

(c)      that if any part of the Building including the systems for interior
         climate control or for the provision of utilities becomes out of
         repair, damaged or destroyed through the negligence or misuse of the
         Tenant or its employees, invitees or others for whom the Tenant is in
         law responsible or can reasonably be expected to exercise control, the
         expense of repairs or replacements thereto necessitated thereby to the
         extent not covered by the Landlord's or the Strata Corporation's
         insurance shall be reimbursed to the Landlord promptly upon demand; and

d)       that in case it shall become necessary or proper at any time from
         accident or breakdown or from any cause to improve the condition or
         operation of the elevators, heating, ventilating


                                                                              20
<PAGE>   25


         and air condition apparatus, electric lighting, boilers or machinery,
         or anything pertaining thereto, the Landlord shall be at liberty to
         omit the operation of the elevators or heating, ventilating and air
         conditioning apparatus or electric lighting until necessary repairs or
         improvements shall have been made and completed, without in any manner
         or respect affecting the obligations or covenants of the Tenant herein
         contained.


7.03     ABATEMENT AND TERMINATION

It is agreed between the Landlord and the Tenant that:

(a)      in the event of damage to the Leased Premises or to the Building and if
         the damage is such that the Leased Premises or any substantial part
         thereof are rendered not reasonably capable of use and occupancy by
         the Tenant for the purposes of its business for any period of time in
         excess of ten days, then:

         i)       unless the damage was caused by the fault or negligence of the
                  Tenant or its employees, invitees or others under its control,
                  from and after the date of occurrence of the damage and until
                  the Leased Premises are again reasonably capable of use and
                  occupancy as aforesaid, Rent shall abate from time to time in
                  proportion to the part or parts of the Leased Premises not
                  reasonably capable of use and occupancy; and

         ii)      unless this Lease is terminated as hereinafter provided, the
                  Landlord or the Tenant, as the case may be (according to the
                  nature of the damage and their respective obligations to
                  repairs as provided in sections 7.01 and 7.02 hereof) shall
                  repair such damage with all reasonable diligence, but to the
                  extent that any part of the Leased Premises is not reasonably
                  capable of such use and occupancy by reason of damage which
                  the Tenant is obligated to repair hereunder, any abatement of
                  rent to which the Tenant is otherwise entitled hereunder shall
                  not extend later than the time by which, in the reasonable
                  opinion of the Landlord, repairs by the Tenant ought to have
                  been completed with reasonable diligence; and

(b)      if either:

          i)   the Leased Premises; or

          ii)  premises whether of the Tenant or other tenants of the Building
               comprising in the aggregate half or more of the Rentable Area of
               the Building;

               are substantially damaged or destroyed by any cause to the extent
               such that in the reasonable opinion of the Landlord they cannot
               be repaired or rebuilt within 240 days after the occurrence of
               the damage or destruction, either the Tenant or the Landlord may
               as its option, exercisable by written notice to the other party
               given 30 days after the occurrence of such damage or destruction,
               terminate this Lease, in which event neither the Landlord nor the
               Tenant shall be bound to repair as provided in sections 7.01 and
               7.02 hereof, and the Tenant shall instead deliver up possession
               of the Leased Premises to the Landlord with reasonable expedition
               but in any event within 60 days after the


                                                                              21
<PAGE>   26


               delivery of such notice of termination, and rent shall be
               proportioned and paid to the date upon which possession is so
               delivered up (but subject to any abatement to which the Tenant
               may be entitled under section 7.03(a) by reason of the Leased
               Premises having been rendered in whole or in part not reasonably
               capable of use and occupancy), but otherwise the Landlord or the
               Tenant as the case may be (according to the nature of the damage
               and their respective obligations to repair as provided in
               sections 7.01 and 7.02) shall repair such damage with such
               reasonable diligence.


7.04 LANDLORD'S WORKS

The Landlord retains the right to undertake and complete all those works and
improvements of the Building and of the Leased Premises that may be deemed
necessary or useful by the Landlord at its sole discretion to the safety,
efficiency, modernization, comfort or decor of the Building. Such works and
improvements will not give the right to any indemnity to the Tenant, but the
Landlord will use its best endeavours to reduce the discomfort and inconvenience
to the Tenant that the carrying out of these works may create to the Tenant.
Without restricting the generality of the foregoing, the Landlord shall be at
liberty at any time during the said term to remodel, repair, alter, improve or
add to the Leased Premises, or the whole or any part of the Building of which
the Leased Premises form a part, or to change the location of the entrance or
entrances thereof without compensation or responsibility to the Tenants, and for
such purposes, if necessary, to enter into, pass through, work upon and attach
scaffolds or other temporary structures to the Leased Premises, taking
reasonable steps to avoid unnecessary inconvenience to the Tenants.


                                                                              22
<PAGE>   27


ARTICLE 8 - TAXES AND OPERATING COSTS



8.01     LANDLORD'S TAX OBLIGATIONS

The Landlord covenants with the Tenant subject to the provisions of section
8.02, to pay to the taxing authority or authorities having jurisdiction, all
Taxes.

8.02     TENANT'S TAX OBLIGATIONS

The Tenant covenants with the Landlord:

(a)      to pay when due, all taxes, business taxes, business licence fees, and
         other taxes, rates, duties or charges levied, imposed or assessed by
         lawful authority in respect of the use and occupancy of the Leased
         Premises by the Tenant, the business or businesses carried on therein,
         or the equipment, machinery or fixtures brought therein by or belonging
         to the Tenant, or to anyone occupying the Leased Premises with the
         Tenant's consent, or from time to time levied, imposed or assessed in
         the future in lieu thereof, and to pay to the Landlord upon demand the
         portion of any tax, rate, duty or charge levied or assessed upon the
         Land or Building that is attributable to any equipment, machinery or
         fixtures on the Leased Premises which are not the property of the
         Landlord, or which may be removed by the Tenant;

(b)      to pay promptly to the Landlord when demanded or otherwise due
         hereunder all Taxes in respect of all Leasehold Improvements in the
         Leased Premises;

(c)      to pay to the Landlord in the manner specified in section 4.02(b) the
         Tenant's Share of the Tax Cost.

8.03     TENANT'S TAX COST

After the commencement of the Term of this Lease and prior to the commencement
of each calendar year thereafter which commences during the Term the Landlord
may estimate the Tax Cost for the ensuing calendar year or (if applicable)
broken portion thereof, as the case may be, to become payable under Section
8.02, and notify the Tenant in writing of such estimate. When the Tax Cost for
the calendar year or broken portion of the calendar year in question becomes
finally determined the Landlord shall recalculate the same. If the Tenant has
overpaid the Tenant's Share of Tax Cost, the Landlord shall refund any excess
paid but if any balance remains unpaid, the Landlord shall fix monthly
instalments for the then remaining balance of such calendar year or broken
portion thereof such that, after giving credit for instalments paid by the
Tenant hereunder on the basis of such estimate, the Tenant's Share of the Tax
Cost will have been entirely paid during such calendar year or broken portion
thereof. If for any reason the Tax Cost is not finally determined within such
calendar year or broken portion thereof, the parties shall make the appropriate
readjustment when such Tax Cost becomes finally determined. Any report of the
Landlord's Accountant as to the Tax Cost shall be conclusive as to the amount
thereof for any period to which such report relates.


                                                                              23
<PAGE>   28


8.04     POSTPONEMENT, ETC. OF TAXES

The Landlord may postpone payment of any Taxes payable by it pursuant to
section 8.01 and the Tenant may postpone payment of any Taxes, rates, duties,
levies and assessments payable by it under sections 8.02(a) and (b) in each case
to the extent permitted by law and if prosecuting in good faith any appeal
against the imposition thereof, and provided in the case of a postponement by
the Tenant that if the Building or any part thereof or the Landlord shall become
liable to assessment, prosecution, fine or other liability the Tenant shall have
given security in a form and of an amount satisfactory to the Landlord in
respect of such liability and such undertakings as the Landlord may reasonably
require to ensure payment thereof.

8.05     RECEIPTS, ETC.

Whenever requested by the Landlord the Tenant will deliver to its receipts for
payment of all taxes, rates, duties, levies and assessments payable by the
Tenant pursuant to sections 8.02(a) and (b) hereof and furnish such other
information in connection therewith as the Landlord may reasonably required.

8.06     ALLOCATION OF TAXES

If a separate allocation of Taxes is not issued by the relevant taxing authority
with respect to any Leasehold Improvements, the Landlord or the Tenant may from
time to rime apply to the taxing authority for a determination of the portion of
Taxes attributable to such Leasehold Improvements, which determination shall be
conclusive for the purpose of this Article. In the event that no such
determination may be obtained from the taxing authority, the Landlord shall
establish the portion of Taxes attributable to such Leasehold Improvements using
the then current established principles of assessment used by the taxing
authority or such other method which is fair, reasonable and equitable as
determined by the Landlord.

8.07     OPERATING COST

During the Term of the Lease, the Tenant shall pay to the Landlord in the manner
set forth in this section the Tenant's Share of the Operating Cost (and where
applicable, the Tenant's Particular Share, allocated pursuant to section 8.08 to
that portion of the Building in which the Leased Premises are located). Prior to
the commencement of the Term of this Lease and the commencement of each fiscal
period selected by the Landlord thereafter which commences during the Term, the
Landlord shall estimate the amount of Operating Cost for the ensuing fiscal
period or (if applicable) broken portion thereof, as the case may be, and notify
the Tenant in writing of such estimate. The Operating Cost in any fiscal period
shall be an amount equal to the aggregate of all Operating Costs for that fiscal
period. The Landlord may from time to time alter the fiscal period selected, in
which case, and in the case where only a broken portion of a fiscal period is
included within the Term, the appropriate adjustment in monthly payments shall
be made. From time to time during a fiscal period the Landlord may re-estimate
the amount of Operating Cost in which event the Landlord shall notify the tenant
in writing of such re-estimate and fix monthly instalments for the then
remaining balance of such fiscal period or broken portion thereof such that,
after giving credit for instalments paid by the Tenant on the basis of the
previous estimate or estimates, the


                                                                              24
<PAGE>   29

Operating Cost will have been paid during such fiscal period or broken portion
thereof, but in any event before the end of the Term. As soon as practicable
after the expiration of each fiscal period, the Landlord shall make a final
determination of Operating Cost for such fiscal period or (if applicable) broken
portion thereof and notify the Tenant and the parties shall make the appropriate
adjustment and any monies owing by or to one party by the other upon final
determination shall be paid to the other within ten days of the final
determination. Notices by the Landlord stating the amount of any estimate,
re-estimate or determination of Operating Cost, or monthly instalments payable
need not include particulars of Operating Cost; provided however, the Operating
Cost shall be reported by the Landlord's Accountant and a copy of such report
shall be furnished to the Tenant upon request. Any report of the Landlord's
Accountant as to the Operating Cost shall be conclusive as to the amount thereof
for any period to which such report relates, except in the case of manifest
error.

8.08     ALLOCATION OF OPERATING COST

For any fiscal period or other period of operation determined by the Landlord,
the Landlord may allocate all or any portion of the Operating Cost (or the
individual items making up the Operating Cost) between any Office Portion of the
Building and Retail Portion of the Building in such a manner which reasonably
reflects the use by and benefit to such tenants of the Operating Cost or item of
Operating Cost. The Tenant shall pay, in the same manner set out in section
8.07, the Tenant's Particular Share of the Operating Cost allocated to that
portion of the Building in which the Leased Premises are located. The provisions
of section 8.07, including those dealing with the re-estimate, adjustment and
reporting of Operating Cost for the Building, shall apply to the allocation of
Operating Cost pursuant to this section, to the extent that those provisions are
not inconsistent with the provisions of this section.

8.09     ALLOCATION TO PARTICULAR TENANT

Notwithstanding any of the foregoing, whenever in the Landlord's reasonable
opinion, any Operating Cost or item of Operating Cost properly relates to a
particular tenant or tenants within the Building, the Landlord may allocate and
add such Operating Cost or item of Operating Cost to such tenant or tenants as
part of the Tenant's Particular Share of Operating Costs. Without limitation, if
in the Landlord's reasonable opinion the Tenants consumption of utilities is
greater than the normal or average consumption by tenants of the Building, the
Landlord shall have the right either:

(a)      to install meters at the Tenant's expense to measure the Tenant's
         consumption of such utilities; or

(b)      to retain a qualified consultant to determine the rate by which the
         Tenant's consumption exceeds the normal or average consumption by
         tenants of the Building.

Based upon the metered consumption or the consultant's report, as applicable,
the Landlord may allocate to the Tenant the amount by which the cost of the
utilities consumed by the Tenant exceeds the cost of utilities normally or on
average consumed by tenants of the Building. Any amount allocated by the
Landlord to the Tenant pursuant to this section shall be payable by the Tenant
forthwith upon demand.


                                                                              25
<PAGE>   30


ARTICLE 9 - UTILITIES AND ADDITIONAL SERVICES


9.01     WATER AND TELEPHONE

The Landlord shall furnish ducts for bringing telephone services to Leased
Premises and shall provide water to washrooms available for the Tenant's use in
common with others entitled thereto.

9.02     ADDITIONAL SERVICES

The Landlord, if it shall from time to time so elect, shall have the exclusive
right, by way of Additional Services, to provide or have its designated agent or
contractor provide any janitor or cleaning services to the Leased Premises
requested by the Tenant which are additional to those required to be provided by
the Landlord under section 6.06, including the Additional Services which the
Landlord agrees to provide at the request of the Tenant, and the Landlord may
also elect to supervise the moving of furniture or equipment of the Tenant and
the making of repairs or alterations conducted within the Leased Premises, and
to supervise or make deliveries to the Leased Premises. The Cost of Additional
Services (including the Landlord's administration fee as in section 1.02(h)
hereof) provided to the Tenant, whether the Landlord shall be obligated
hereunder or shall elect to provide them as Additional Services, shall be paid
to the Landlord by the Tenant from time to time promptly upon receipt of
invoices therefor from the Landlord. Cost of Additional Services charges
directly to the Tenant and other tenants shall be credited in computing
Operating Cost to the extent that they would otherwise have been included.

9.03     EXTRA OPERATING COSTS

The Tenant will pay to the Landlord in the same manner in which Operating Cost
is paid from time to time hereunder any and all additional costs and expenses of
the Landlord which may arise in respect of the use by the Tenant of the Leased
Premises for business hours that do not coincide with Normal Business Hours for
the Building generally or that may arise in respect of extra heating,
ventilating and air conditioning supply, electrical supply and other services
which are required to be provided to tenants of the Building or outside of
Normal Business Hours. The Landlord reserves the right to install at the
Tenant's expense meters to check the Tenant's consumption of electricity, water
or other utilities.

9.04     ENERGY CONSERVATION

The Tenant covenants with the Landlord:

(a)      that the Tenant will cooperate with the Landlord in the conservation of
         all forms of energy in the Building, including without limitation the
         Leased Premises;

(b)      that the Tenant will comply with all laws, by-laws, regulations and
         orders relating to the conservation of energy and affecting the Leased
         Premises or the Building;


                                                                              26
<PAGE>   31



(c)      that the Tenant will at its own cost and expense comply with all
         reasonable requests and demands of the Landlord made with a view to
         such energy conservation provided that such requests are made in
         accordance with good management practice; and

(d)      that any and all costs and expenses paid or incurred by the Landlord in
         complying with such laws, by-laws, regulations and orders, so far as
         the same shall apply to or reasonably be apportioned to the Building by
         the Landlord, shall be included in the Landlord's Operating Cost for
         the purpose of section 1.02(p).

The Landlord shall not be liable to the Tenant in any way for any loss, costs,
damages or expenses, whether direct or consequential, paid, suffered or incurred
by the Tenant as a result of any reduction in the services provided by the
Landlord to the Tenant or to the Building as a result of the Landlord's
compliance with such laws, by-laws, regulations or orders.


9.05     ALTERATIONS

Where, after substantial completion of the Building, the Landlord is required by
law or a competent authority to make alterations to the Leased Premises, they
shall be amortized over about 10 years such that in each year of the Term after
completion of such alterations (but not after the cost thereof has been repaid
to the Landlord), the Tenant shall pay to the Landlord not less than ten percent
of all costs to the Landlord of making such alterations including financing
costs, and if the Landlord is required to make similar alterations to other
portions or areas of the Building the cost of so doing shall be reasonably
apportioned by the Landlord to each of the premises.


                                                                              27
<PAGE>   32


ARTICLE 10 - LICENSES, ASSIGNMENTS AND SUBLETTINGS



10.01    LICENSES, ETC.

The Tenant shall not suffer or permit any part of the Leased Premises to be used
or occupied by any persons other than the Tenant, any subtenants permitted under
section 10.02 and the employees of the Tenant and any such permitted subtenant
nor suffer or permit any part of the Leased Premises to be used or occupied by a
licensee, franchisee or concessionaire, nor suffer or permit any persons to be
upon the Leased Premises other than the Tenant, such permitted subtenants and
their respective employees, customers and others having lawful business with
them.

10.02    ASSIGNMENT AND SUBLETTING

The Tenant shall not assign this Lease or sublet the whole or any part of the
Leased Premises, unless (1) it shall have received or procured a bona fide
written offer to take an assignment or sublease which is not inconsistent with,
and the acceptance of which would not breach any provision of this Lease if this
section is complied with and which the Tenant has determined to accept subject
to this section being complied with, and (2) it shall have first requested and
obtained the consent in writing of the Landlord thereto. Any request for such
consent shall be in writing and accompanied by a true copy of such offer, and
the Tenant shall furnish to the Landlord all information available to the Tenant
and requested by the Landlord as to the responsibility, reputation, financial
standing and business of the proposed assignee or subtenant. Within 30 days
after the receipt by the Landlord of such request for consent and of all
information which the Landlord shall have requested hereunder (and if no such
information has been requested, within 30 days after receipt of such request for
consent) the Landlord shall advise whether it consents to the assignment or
sublease. The Landlord's consent to the Tenant's request for consent to assign
or sublet shall not be arbitrarily withheld and if such consent shall be given,
the Tenant shall assign or sublet, as the case may be, only upon the terms set
out in the offer submitted to the Landlord as aforesaid and not otherwise. The
Tenant further agrees that if the Landlord consents to any such assignments or
subletting, the Tenant shall be responsible for and shall hold the Landlord
harmless from any and all capital costs for Leasehold Improvements and all other
expenses, costs and charges in respect to or arising out of any such assignment
or subletting. Notwithstanding any assignment or subletting, the Tenant
hereunder shall remain bound to the Landlord for the fulfilment of all terms,
covenants, conditions and agreements herein contained.

10.03    CONDITIONS OF CONSENT.

The Landlord may require as a condition of its consent that the proposed
assignee or subtenant agree with the Landlord to observe and perform all the
obligations of the Tenant under this Lease and the Tenant agrees with the
Landlord that:

(a)      in the case of an assignment, if the Tenant is to receive from any
         assignee, either directly or indirectly, consideration in any form
         whatsoever for the assignment of this Lease, the Tenant shall
         forthwith pay an amount equal to such consideration to the Landlord;
         and


                                                                              28
<PAGE>   33


(b)      if the Tenant sublets and receives consideration in any form whatsoever
         from the subtenant, either directly or indirectly, at a rate which is
         in excess of the Basic Rent payable under this Lease (on a per square
         foot basis) for the sublet area, the Tenant shall pay any such excess
         to the Landlord in addition to all Rent payable hereunder.


10.04    CHANGE IN CONTROL OF TENANT

(a)      If the Tenant is a private corporation and if by the sale or other
         disposition, bequest or operation of law of its shares or securities
         the control or the beneficial ownership of such corporation is changed
         at any time during the Term of this Lease, such change shall be deemed
         to be an assignment of the Lease within the meaning of section 10.02.
         If such control or beneficial ownership is changed without the prior
         written consent of the Landlord, the Landlord may, at its option,
         cancel the Lease and the Term hereby granted upon the giving of 60 days
         notice to the Tenant of its intention to cancel and this Lease and the
         Term shall thereupon be cancelled.

(b)      If the Tenant is a partnership and, if at any time during the term of
         this Lease, any person who at the time of the execution of this Lease
         owns a partner's interest who ceases to own such partner's interest or
         there is a material change in the ownership, in the opinion of the
         Landlord, in such partner's interest, such cessation or change of
         ownership shall constitute an assignment of this Lease for all purposes
         of this Article.


                                                                              29
<PAGE>   34


ARTICLE 11 - FIXTURES AND IMPROVEMENTS


11.01    INSTALLATION OF FIXTURES AND IMPROVEMENT

The Tenant will not make, erect, install or alter any Leasehold Improvements or
trade fixtures in the Leased Premises without having requested and obtained the
Landlord's prior written approval, which the Landlord shall not unreasonably
withhold. In making, erecting, installing or altering any Leasehold Improvements
or trade fixtures the Tenant shall comply with the tenant construction
guidelines as established by the Landlord and shall obtain all required building
and occupancy permits and shall not alter or interfere with any installations
which have been made by the Landlord without the prior written approval of the
Landlord, and in no event shall alter or interfere with window coverings
installed by the Landlord on exterior windows. The Tenant's request for any
approval hereunder shall be in writing and accomplished by an adequate
description of the contemplated work and, where appropriate, working drawings
and specifications thereof. Any out off pocket expense incurred by the Landlord
in connection with any such approval shall be deemed incurred by way of
Additional Service and it is agreed that such expenses constitute part of the
Tenant's request to install fixtures or additional Leasehold Improvements. All
work to be performed in the Leased Premises shall be performed by competent
contractors and subcontractors of whom the Landlord shall have approved (such
approval not to be unreasonably withheld, but provided that the Landlord may
require that the Landlord's contractors and subcontractors be engaged for any
mechanical or electrical work) All such work shall be subject to inspection by
and the reasonable supervision of the Landlord as an Additional Service and it
is agreed that such expenses constitutes part of the Tenant's request to install
fixtures or additional Leasehold Improvements and shall be performed in
accordance with any reasonable conditions or regulations imposed by the Landlord
and completed in good and workmanlike  manner in accordance with the
description of the work approved by the Landlord.

11.02    LIENS AND ENCUMBRANCES ON FIXTURES AND IMPROVEMENTS

In connection with the making, erection, installation or alteration of Leasehold
Improvements and trade fixtures and all other work or installations made by or
for the Tenant in the Leased Premises the Tenant shall comply with all
provisions of the construction or builders lien act and other statues from time
to time applicable thereto (including any provision requiring or enabling the
retention of portions of any sums payable by way of hold-backs) and except as to
any such hold-back shall promptly pay all accounts relating thereto.

The Tenant shall not create any mortgage, conditional sale agreement or other
encumbrance in respect of its Leasehold Improvements or trade fixtures or permit
any such mortgage, conditional sale agreement or other encumbrance to attach to
the Leased Premises. If and when any mechanics' or other lien for work, labour,
services or materials supplied to or for the Tenant or for the cost of which the
Tenant may be in any way liable or claims therefor shall arise or be filed or
any such mortgage, conditional sale agreement or other encumbrance shall attach,
the Tenant shall within 20 days after receipt of notice thereof procure the
discharge thereof, including any certificate of action registered in respect of
any lien, by payment of giving security or in such other manner as may be
required or permitted by law, and failing which the Landlord may in addition to
all other remedies


                                                                              30
<PAGE>   35


hereunder avail itself of its remedy under section 15.01 and may make any
payments required to procure the discharge of any such liens or encumbrances,
shall be entitled to be reimbursed by the Tenant as provided in section 15.01,
and its right to reimbursement shall not be affected or impaired if the Tenant
shall then or subsequently establish or claim that any lien or encumbrance so
discharged was without merit or excessive or subject to any abatement, setoff or
defence.


11.03    REMOVAL OF FIXTURE AND IMPROVEMENTS

All Leasehold Improvements in or upon the Leased Premises shall immediately at
the expiry of the initial term of this Lease be and become the Landlord's
property without compensation therefor to the Tenant. Except to the extent
otherwise expressly agreed by the Landlord in writing, no Leasehold
Improvements, trade fixtures, furniture or equipment shall be removed by the
Tenant from the Leased Premises either during or at the expiration or sooner
termination of the Term except that (1) the Tenant shall at the end of the Term
remove such of the trade fixtures as the Landlord shall require to be removed,
and (2) the Tenant shall remove its furniture and equipment at the end of the
Term. The Tenant shall, in the case of every removal either during or at the end
of the Term, immediately make good any damage caused to the Leased Premises by
the installation and removal, and shall, at the end of the Term, leave the
Leased Premises in a clean and tidy condition, having removed all waste and
Tenant chattels.


                                                                              31
<PAGE>   36


ARTICLE 12 - INSURANCE AND LIABILITY



12.01    LANDLORD'S INSURANCE

The Landlord shall be deemed to have insured the Building and all improvements
and installations made by the Landlord in the Leased Premises, except to the
extent hereinafter specified, in respect of perils and to amounts and on terms
and conditions which from time to time are insurable at a reasonable premium and
which are normally insured by reasonably prudent owners of properties similar to
the Building, as from time to time determined at reasonable intervals (but
which need not be determined more often than annually and shall be determined
not less often than every three years) by insurance advisors selected by the
Landlord, and whose written opinion shall be conclusive. Upon the request of the
Tenant from time to time the Landlord will furnish a statement as to the perils
in respect of which and the amounts to which it has insured the Building, and
the Tenant shall be entitled at reasonable times upon reasonable notice to the
Landlord to inspect copies of the relevant portions of policies of insurance in
effect and a copy of any relevant opinions of the landlord's insurance
advisors. The Landlord shall maintain such other insurance in such amounts and
upon such terms as would normally be carried by a prudent owner.


12.02    TENANT'S INSURANCE

The Tenant shall take out and keep in force during the Term:

(a)      comprehensive general liability (including bodily injury, death and
         property damage) (sometimes referred to as "commercial general
         liability") insurance on an occurrence basis with respect to the
         business carried on, in or from the Leased Premises and the Tenant's
         use and occupancy thereof of not less than $3,000,000 per occurrence
         which insurance shall include the Landlord as an additional named
         insured and shall protect the Landlord in respect of claims by the
         Tenant as if the Landlord were separately insured; and

(b)      insurance in such amounts as may be reasonably required by the Landlord
         in respect of fire and such other perils, including sprinkler leakage
         as are from time to time defined in the usual extended coverage
         endorsement covering the Tenant's trade fixtures and the furniture and
         equipment of the Tenant and (except as to Insured Damage) all Leasehold
         Improvements of the Tenant, and which insurance shall include the
         Landlord as an additional named insured as the Landlord's interest may
         appear with respect to the insured Leasehold Improvements and provided
         that any proceeds recoverable in the event of loss to Leasehold
         improvements shall be payable to the Landlord but the Landlord agrees
         to make available such proceeds toward the repair or replacement of the
         insured property if this Lease is not terminated pursuant to any other
         provision hereof;

         and if the Landlord shall require the same from time to time then
         also:

(c)      Tenant's fire legal liability insurance in an amount not less than the
         replacement value of the Leased Premises;


                                                                              32
<PAGE>   37


All insurance required to be maintained by the Tenant hereunder shall be on
terms and with insurers to which the Landlord has no reasonable objection and
shall provide that such insurers shall provide to the Landlord thirty (30) days'
prior written notice of cancellation or material alteration of such terms. The
Tenant shall furnish to the Landlord certificates or other evidence acceptable
to the Landlord as to the insurance from time to time required to be effected by
the Tenant and its renewal or continuation in force. If the Tenant shall fail to
take out, renew and keep in force such insurance the Landlord may on reasonable
notice to the Tenant do so as the agent of the Tenant and the Tenant shall repay
to the Landlord any amounts paid by the Landlord as premiums forthwith upon
demand.


12.03    Limitation of Landlord's Liability

The Tenant agrees that:

 (a)     the Landlord shall not be liable for any bodily injury or death of, or
         loss or damage to any property belonging to the Tenant or its
         employees, invitees, or licensees or any other person in, on or about
         the Building or the Land, or for any interruption of any business
         carried on in the Leased Premises, unless and to the extent that the
         injury, death, loss or damage was caused by the negligent act or
         omission of the Landlord and, without limiting the generality of the
         foregoing, in no event except the Landlord's negligence shall the
         Landlord be liable;

         i)       for any damage other than Insured Damage or for bodily injury
                  or death of anyone which results from fire, explosion,
                  earthquake, flood, falling plaster, steam, gas, electricity,
                  water, rain, snow, dampness, or leaks from any part of the
                  Leased Premises or from the pipes, appliances, electrical
                  system, plumbing works, roof, subsurface or other part or
                  parts of the Building or Land or from the streets, lanes and
                  other properties adjacent thereto,

         ii)      for any damage, injury, noise and other nuisance or death
                  caused by anything done or omitted by the Tenant or any of its
                  employees, agents, assignees, subtenants, contractors,
                  licensees, invitees or anyone for whom the Tenant is in law
                  responsible, or by any other tenant or person in the Building,

         iii)     for the non-observance or the violation of any provision of
                  any of the rules and regulations of the Landlord in effect
                  from time to time or of any lease by another tenant of
                  premises in the Building or any concessionaire, employee,
                  licensee, agent, customer, officer, contractor, or other
                  invitee of any of them, or by anyone else,

         iv)      for any act or omission (including theft, malfeasance or
                  negligence) on the part of any agent, contractor or person
                  from time to time employed by it to perform janitorial
                  services, security services, supervision or any other work in
                  or about the Leased Premises or the Building,

         v)       for loss or damage, however caused, to money, securities,
                  negotiable instruments, papers or other valuables of the
                  Tenant or any of its servants or agents,


                                                                              33
<PAGE>   38


         vi)      for the failure to supply interior climate control or elevator
                  service when prevented from doing so by strikes, the necessity
                  of repairs, any order or regulation of any body having
                  jurisdiction, the failure of the supply of any utility
                  required for the operation thereof, or any other cause beyond
                  the Landlords reasonable control, or

         vii)     for any bodily injury, death, or damage to property arising
                  from the use of, or any happening in or about, any elevator;
                  and

(b)      the Tenant releases and discharges the Landlord from any and all
         actions, causes of action, claims, damages, demands, expenses, and
         liabilities which the Tenant now or hereafter may have, suffer, or
         incur which arise from any matter for which the Landlord is not liable
         under subclause 12.03 (a).


12.04    LIMITATION OF TENANT'S LIABILITY

The Landlord releases the Tenant from all claims or liabilities in respect of
any damage which is Insured Damage, to the extent of the cost of repairing such
damage, but not from injury, loss or damage which is consequential thereto or
which arises therefrom where the Tenant is negligent or otherwise at fault.


12.05    INDEMNITY OF LANDLORD

Except as provided in section 12.04, the Tenant agrees to indemnify and save
harmless the Landlord in respect of all claims for bodily injury or death, noise
and other nuisance, property damage, or other loss or damage arising from the
conduct of any work by or any act or omission of the Tenant or any assignee,
subtenant, agent, employee, contractor, invitee or licensee of the Tenant, and
in respect of all costs, expenses and liabilities incurred by the Landlord in
connection with or arising out of all such claims, including the expenses of any
action or proceeding pertaining thereto, and in respect of any loss, costs,
expense or damage suffered or incurred by the Landlord arising from any breach
by the Tenant of any of its covenants and obligations under this Lease.


                                                                              34
<PAGE>   39

ARTICLE 13- SUBORDINATION, ATTORNMENT, REGISTRATION AND CERTIFICATES



13.00    TENANT'S COVENANTS

The Tenant agrees with the Landlord that:

13.01    SALE OR FINANCING OF BUILDING

The rights of the Landlord under this Lease may be mortgaged, charged,
transferred or assigned to a purchaser or purchasers or to a mortgagee, or
trustee for bond holders and in the event of a sale or of default by the
Landlord under any mortgage, trust deed or trust indenture and the purchaser,
mortgagee or trustee, as the case may be, duly entering into possession of the
Building or the Leased Premises, the Tenant agrees to attorn to the become the
tenant of such purchaser or purchasers, mortgagee or trustee under the terms of
this Lease.

13.02    SUBORDINATION AND ATTORNMENT

This Lease and all rights of the Tenant hereunder (if required by any mortgagee
or the holder of any trust deeds or trust indentures), shall be subject and
subordinate to all mortgages, trust deeds or trust indentures now or hereafter
existing which may now or hereafter affect the Building and to all renewals,
modifications, consolidations, replacements and extensions thereof; provided
that the Tenant whenever required by any mortgagee (including any trustee under
a trust deed or trust indenture) shall attorn to such mortgagee as the tenant
upon all of the terms of this Lease. The Tenant agrees to execute promptly
whenever requested by the Landlord or by such mortgagee an instrument of
subordination or attornment, as the case may be, as may be required of it,
provided that the mortgagee shall agree in writing not to disturb the Tenant's
possession hereunder so long as it is observing and performing the covenants and
the conditions on its behalf contained in this Lease.

13.03    REGISTRATION

The Landlord shall have no obligation to execute and deliver this Lease in
registerable form, provided however that if the Tenant pays all costs, expenses,
fees, and taxes in connection with the registration of this lease in the
appropriate Land Title Office and the cost of any plans required for such
registration, the Landlord shall execute and deliver this Lease in registerable
form.

13.04    Certificates

The Tenant agrees with the Landlord that the Tenant shall promptly whenever
requested by the Landlord from time to time execute and deliver to the Landlord
(and if required by the Landlord, to any mortgagee including any trustee under a
trust deed or trust indenture or purchaser designated by the Landlord) a
certificate in writing confirming that the Tenant is in possession of the Leased
Premises, commenced to pay rent on a specific date, that this lease is in full
force and effect, is modified or unmodified, confirming the rental payable
hereunder and the state of the accounts


                                                                              35
<PAGE>   40


between the Landlord and Tenant, the existence or non-existence of defaults, and
any other matters pertaining to this Lease as to which the Landlord shall
request a certificate. Should the Tenant fail to deliver any such certificate
within 20 days of the Landlord's request, the Landlord shall be entitled to
execute such a certificate on the Tenant's behalf as the Tenant's true and
lawful attorney and the Tenant shall by its failure to deliver such a
certificate within 20 days of the Landlord's request be estopped thereafter from
denying the accuracy of the contents of such a certificate or the Landlord's
authority to execute such a certificate on the Tenant's behalf.


13.05    ASSIGNMENT BY LANDLORD

In the event of a sale by the Landlord of the Building or a portion thereof
containing the Leased Premises or the assignment by the Landlord of this Lease
or any interest of the Landlord hereunder, and to the extent that such purchaser
or assignee has assumed the covenants and obligations of the Landlord hereunder,
the Landlord shall, without further written agreement, be freed and relieved of
liability upon such covenants and obligations.


                                                                              36
<PAGE>   41


ARTICLE 14- OCCURRENCE OF DEFAULT


14.01    UNAVOIDABLE DELAY

Except as herein otherwise expressly provided, if and whenever and to the extent
that either the Landlord or the Tenant shall be prevented, delayed or restricted
in the fulfilment of any obligations hereunder in respect of the supply or
provision of any service or utility, the making of any repair, the doing of any
work or any other thing (other than the payment of Rent) by reason of strikes or
work stoppages, or being unable to obtain any material, service, utility of
labour required to fulfil such obligation or by reason of any statute, law or
regulation of or inability to obtain any permission from any governmental
authority having lawful jurisdiction preventing, delaying or restricting such
fulfilment, or by reason of other unavoidable occurrence other than lack of
funds, the time for fulfilment of such obligation shall be extended during the
period in which such circumstance operates to prevent, delay or restrict the
fulfilment thereof, and the other party to this Lease shall not be entitled to
compensation for any inconvenience, nuisance or discomfort thereby occasioned;
but nevertheless the Landlord will use its best efforts to maintain services
essential to the use and enjoyment of the Leased Premises.


14.02    NO ADMISSION

The acceptance of any rent from or the performance of any obligation hereunder
by a person other than the Tenant shall not be construed as an admission by the
Landlord of any right, title or interest of such person as a subtenant,
assignee, transferee or otherwise in the place and stead of the Tenant.


14.03    PART PAYMENT

The acceptance by the Landlord of a part payment of any sums required to be paid
hereunder shall not constitute waiver or release of the right of the Landlord to
payment in full of such sums.


                                                                              37
<PAGE>   42


ARTICLE 15- REMEDIES FOR LANDLORD AND TENANT'S DEFAULT



15.01   REMEDYING BY LANDLORD, NON-PAYMENT AND INTEREST

In addition to all the rights and remedies of the Landlord available to it in
the event of any default hereunder by the Tenant either by any other provision
of this Lease or by statute or the general law, the Landlord, after 5 day's
notice:

(a)      shall have the right at all times to remedy or attempt to remedy any
         default of the Tenant, and in so doing may make any payments due or
         alleged to be due by the Tenant to third parties and may enter upon the
         Leased Premises to do any work or other things therein and in such
         event all expenses of the Landlord in remedying or attempting to remedy
         such default shall be payable by the Tenant to the Landlord forthwith
         upon demand;

(b)      shall have the same rights and remedies in the event of any non-payment
         by the Tenant of any amounts payable by the Tenant under any provision
         of this Lease as in the case of nonpayment of rent; and

(c)      if the Tenant shall fail to pay any Rent promptly when due, shall be
         entitled, if it shall demand it, to interest thereon at a rate of five
         percent per annum in excess of the rate of interest charged and
         published from time to time by the main branch in Vancouver of the
         Toronto Dominion Bank, as its prime rate for loans to creditworthy and
         substantial commercial customers, from the date upon which the same was
         due until actual payment thereof.

(d)      shall be entitled to be reimbursed by the Tenant for any costs incurred
         by it as a result of the Tenant's default under this Lease, including
         without limitation an amount determined by the Landlord to be paid by
         the Tenant in the event that an instrument of payment tendered by the
         Tenant is dishonoured. The Tenant acknowledges that at the date
         hereof, such amount is $200.00.

15.02    REMEDIES CUMULATIVE

The Landlord may from time to time resort to any or all of the rights and
remedies available to it in the event of any default hereunder by the Tenant,
either by any provision of this Lease or by statute or the general law, all of
which rights and remedies are intended to be cumulative and not alternative, as
the express provisions hereunder as to certain rights and remedies are not to be
interpreted as excluding any other or additional rights and remedies available
to the Landlord by statute or general law.

15.03    RIGHT OF RE-ENTRY ON DEFAULT OR TERMINATION

Provided and it is expressly agreed that if and whenever the Rent hereby
reserved or other monies payable by the Tenant or any part thereof, whether
lawfully demanded or not, are unpaid and the Tenant shall have failed to pay
such Rent or other monies within five business days after the


                                                                              38
<PAGE>   43


Landlord shall have given to the Tenant notice requiring such payment, or if the
Tenant shall breach or fail to observe and perform any of the covenants,
agreements, provisos, conditions, rules or regulations and other obligations on
the part of the Tenant to be kept, observed or performed hereunder and the
Tenant shall fail to cure such breach or failure within 10 days after notice by
the Landlord, or if this Lease shall have become terminated pursuant to any
provision hereof, or if the Landlord shall have become entitled to terminate
this Lease and shall have given notice terminating it pursuant to any provision
hereof, then and in every such case it shall be lawful for the Landlord
thereafter to enter into and upon the Leased Premises or any part thereof and in
the name of the whole and the same to have again, repossess and enjoy as of its
former estate, anything in this Lease contained to the contrary notwithstanding.

15.04    TERMINATION AND RE-ENTRY

If and whenever the Landlord becomes entitled to re-enter upon the Leased
Premises under any provision of the Lease, the Landlord, in addition to all
other rights and remedies, shall have the right to terminate this Lease
forthwith by leaving upon the Leased Premises notice in writing of such
termination.

15.05    PAYMENT OF RENT, ETC, ON TERMINATION

Upon the giving by the Landlord of a notice in writing terminating this Lease,
this Lease and the Term, shall terminate, and the Tenant shall immediately
deliver up possession of them. The Landlord, at its option and, in addition to
any other remedies it may have hereunder, may require the Tenant, by notice, to
pay to the Landlord as damages for the default of the Tenant in the observance
and performance of its covenants under this Lease, all rent and additional
payments reserved or required to be paid and remaining unpaid by the Tenant
under this Lease from the date of default by the Tenant to and including the
expiration of the term of this Lease and, for the purposes hereof, it is agreed
by the Tenant with the Landlord that this Lease constitutes a commercial
contract. The Landlord hereby agrees to mitigate such damages by using its best
efforts to release the Leased Premises.

15.06 RE-LETTING, ETC.

Whenever the Landlord becomes entitled to re-enter upon the Leased Premises
under any provision of this Lease the Landlord in addition to all other rights
it may have shall have the right as agent of the Tenant to enter the Leased
Premises and re-let them and to receive the rent therefor and as the agent of
the Tenant to take possession of any furniture or other property thereon and to
sell the same at public or private sale without notice and to apply the proceeds
thereof and any rent derived from re-letting the Leased Premises upon account of
the rent due and to become due under this Lease and the Tenant shall be liable
to the Landlord for the deficiency, if any.


                                                                              39
<PAGE>   44


ARTICLE 16- EVENTS TERMINATING LEASE



16.01    CANCELLATION OF INSURANCE

If any policy of insurance upon the Building from time to time effected by the
Landlord shall be cancelled or about to be cancelled by the insurer by reason of
the use or occupation of the Leased Premises by the Tenant or any assignee,
subtenant or licensee of the Tenant or anyone permitted by the Tenant to be upon
the Leased Premises and the Tenant after receipt of notice in writing from the
Landlord shall have failed to take such immediate steps in respect of such use
or occupation as shall enable the Landlord to reinstate or avoid cancellation
(as the case may be) of such policy of insurance, the Landlord may at its option
terminate the Lease by leaving upon the Leased Premises notice in writing of
such termination.

16.02    PROHIBITED OCCUPANCY, BANKRUPTCY, ETC.

In case without the written consent of the Landlord the Leased Premises shall be
used by any other persons than the Tenant or its permitted assigns or subtenants
or for any purpose other than that for which they were leased, or occupied by
any persons whose occupancy is prohibited by this Lease, or if the Leased
Premises shall be vacated or abandoned, or remain unoccupied for 15 days or
more, while capable of being occupied, or if the Term or any of the goods and
chattels of the Tenant shall at any time be seized in execution or attachment,
or if the Tenant shall make any assignment for the benefit of creditors or any
bulk sale, become bankrupt or insolvent or take the benefit of any statute now
or hereafter in force for bankrupt or insolvent debtors or (if a corporation)
shall take any steps or suffer any order to be made for its winding-up or other
termination of its corporate existence, then in any such case the Landlord may
at its option terminate this Lease by leaving upon the Leased Premises notice
in writing of such termination and thereupon, in addition to the payment by the
Tenant of Rent and other payments for which the Tenant is liable under this
Lease, Rent for the current month and the next ensuing three months' Rent shall
immediately become due and be paid by the Tenant, or party then controlling the
Tenant's affairs.


                                                                              40
<PAGE>   45


ARTICLE 17- MISCELLANEOUS



17.01    NOTICES

Any notice required or contemplated by any provision of this Lease shall be
given in writing, and if to the Landlord, either delivered to an executive
officer of the Landlord or sent by facsimile transmission or mailed by prepaid
registered mail addressed to the Landlord at:

               1660 - 1188 West Georgia Street
               Vancouver, B.C. V6E 4A2
               Facsimile No. (604) 662-7958

and if to the Tenant, addressed to it and either delivered or sent by facsimile
transmission or mailed by prepaid registered mail to the Leased Premises. Every
such notice shall be deemed to have been given when delivered or, if sent by
facsimile transmission, when sent or, if mailed as aforesaid, upon the third day
after the day of mailing thereof in Canada. Either the Landlord or the Tenant
may from time to time by notice in writing to the other designate another
address in Canada as the address to which notices are to be mailed, sent or
delivered to it.

17.02    EXTRANEOUS AGREEMENTS

The Tenant acknowledges that there are no covenants, representations,
warranties, agreements or conditions expressed or implied relating to this Lease
of the Leased Premises save as expressly set out in this Lease and in any
agreement to lease in writing between the Landlord and the Tenant pursuant to
which this Lease has been executed. This Lease may not be modified except by an
agreement in writing executed by the Landlord and the Tenant

17.03    TIME OF ESSENCE

Time shall be of the essence of this Lease.

17.04    AREA DETERMINATION

If any calculation or determination by the Landlord of the Rentable Area of any
premises (including the Leased Premises) or the Building is disputed or called
into question, it shall be calculated or determined by the Landlord's architect
or quantity surveyor from time to time appointed for the purpose, whose
certificate shall be conclusive in the absence of manifest error.

17.05    SUCCESSORS AND ASSIGNS

This Lease and everything herein contained shall ensure to the benefit of and be
binding upon the successors and assigns of the Landlord and the successors and
permitted assigns of the Tenant. References to the Tenant shall be read with
such changes in gender as may be appropriate, depending upon whether the Tenant
is a male or female person or a firm or corporation, and if the


                                                                              41
<PAGE>   46


Tenant is more than one person or entity, the covenants of the Tenant shall be
deemed joint and several.

17.06    FRUSTRATION

The Landlord and the Tenant agree that notwithstanding the occurrence or
existence of any event or circumstance or the non-occurrence of any event or
circumstance and so often and for so long as the same may occur or continue
which, but for this section, would frustrate or void this Lease, the obligations
and liabilities of the Tenant hereunder shall continue in full force and effect
as if such event or circumstance has not occurred or existed.

17.07    WAIVER

No condoning, excusing or overlooking by the Landlord or Tenant of any default,
breach or nonobservance by the Tenant or the Landlord at any time or times in
respect of any covenant, proviso or condition herein contained shall operate as
a waiver of the Landlord's or the Tenant's rights hereunder in respect of any
continuing or subsequent default, breach or non-observance or so as to defeat or
affect in any way the rights of the Landlord or the Tenant herein in respect of
any such continuing or subsequent default or breach and no waiver shall be
inferred from or implied by anything done or omitted by the Landlord or the
Tenant save only express waiver in writing.

17.08   GOVERNING LAW

This Lease shall be governed by and construed in accordance with the laws of the
province in which the Building is located. The Landlord and the Tenant agree
that all of the provisions of this Lease are to be construed as covenants and
agreements as though the words importing such covenants and agreements were
included in each separate section hereof. Should any provision or provisions of
this Lease be illegal or not enforceable, it or they shall be considered
separate and severable from the Lease and its remaining provisions shall remain
in force and be binding upon the parties hereto as though the said provision or
provisions had never been included.

17.09   NET LEASE

The Tenant acknowledges and agrees that it is intended that this Lease shall be
a completely carefree net lease for the Landlord except as shall be otherwise
provided in the specific provisions contained in this Lease, and that the
Landlord shall not be responsible during the Term for any costs, charges,
expenses and outlays of any nature whatsoever arising from or relating to the
Leased Premises, and the Tenant, except as shall be otherwise provided in the
specific provisions contained in this Lease, Shall pay all charges, impositions
and costs of every nature and kind relating to the Leased Premises whether or
not referred to herein and whether or not within the contemplation of the
Landlord or the Tenant and the Tenant covenants with the Landlord accordingly.


                                                                              42
<PAGE>   47


17.10    CAPTIONS

The captions appearing in this Lease have been inserted as a matter of
convenience and for reference only and in no way define, limit or enlarge the
scope or meaning of this Lease or of any provision thereof.

17.11    ACCEPTANCE

The Tenant does hereby accept this Lease of the above described land having had
the opportunity to seek independent legal advice on the matter, to be held by it
as tenant, and subject to the conditions, restrictions and covenants above set
forth.


                                                                              43
<PAGE>   48


ARTICLE 18- SCHEDULES



18.01    SCHEDULES

The following schedules are attached to this Lease and form part hereof:

        Schedule A - Floor Plan of the Leased Premises
        Schedule B - Legal Description of the Lands
        Schedule C - Rules and Regulations
        Schedule D - Additional Terms (Parking, and First Right of Refusal)
        Schedule E - Proposed Tenant's Leasehold Improvements

IN WITNESS WHEREOF the Landlord and the Tenant have executed this Lease by their
authorized signatories as of the day and year first above written.


FOR THE LANDLORD:
GUILD PROPERTIES INC.

Per: [ILLEGIBLE]                                                 C/S
     ------------------------------------

FOR THE TENANT:
SMARTSOURCES.COM TECHNOLOGIES INC.


Per: /s/ [ILLEGIBLE]
     ------------------------------------
Authorized Signatory
Print name here: [ILLEGIBLE]
                 ------------------------
                                                                 C/S

Per:
     ------------------------------------
Authorized Signatory
Print name here:
                 ------------------------


WITNESS TO:                                  /s/ [ILLEGIBLE]
Tenant's Signature                           ----------------------------------
                                             Signature

                                             [ILLEGIBLE]
                                             ----------------------------------
                                             Print Name of Witness

                                             [ILLEGIBLE]
                                             ----------------------------------
                                             Address of Witness



                                                                              44
<PAGE>   49


WITNESS TO:
Second Signatory for Tenant                  ----------------------------------
                                             Signature


                                             ----------------------------------
                                             Print Name of Witness


                                             ----------------------------------
                                             Address of Witness


                                                                              45
<PAGE>   50


SCHEDULE A

                        FLOOR PLAN OF THE LEASED PREMISES
                     (outlined in red on the attached plan)


                                  SEE ATTACHED




                                                                              46
<PAGE>   51


SCHEDULE B
                    LEGAL DESCRIPTION OF THE LEASED PREMISES


The following is the legal description for Suite 200, 2030 Marine Drive, North
Vancouver, B.C.:

PID:
Strata Lot 5, DL764, Group 1, New Westminster District, Strata Plan LMS2241


                                                                              47
<PAGE>   52


SCHEDULE C
                              RULES AND REGULATIONS


The Tenant shall observe the following Rules and Regulations (as amended,
modified or supplemented from time to time by the Landlord as provided in the
Lease):

1.       The Tenant shall not use or permit the use of the Leased Premises in
         such manner as to create any objectionable noises, odours or other
         nuisance or hazard, or breach any applicable provisions of municipal
         by-law  or other lawful requirements applicable thereto or any
         requirements of the Landlord's insurers, shall not permit the Leased
         Premises to be used for cooking (except with the Landlord's prior
         written consent) or for sleeping, shall keep the Leased Premises tidy
         and free from rubbish, shall deposit rubbish in receptacles which are
         either designated or clearly intended for waste and shall leave the
         Leased Premises at the end of each business day in a condition such as
         to facilitate the performance of the Landlord's janitor services in the
         Leased Premises.

2.       The Tenant shall not abuse, misuse or damage the Leased Premises or any
         of the improvements or facilities therein, and in particular shall not
         deposit rubbish in any plumbing apparatus or use it for other than
         purposes for which it is intended, and shall not deface or mark any
         walls or other parts of the Leased Premises.

3.       The Tenant shall not perform, patronize or (to the extent under its
         control) permit any canvassing, soliciting or peddling in the Building,
         shall not install in the Leased Premises any machines vending or
         dispensing refreshments or merchandise and shall not permit food or
         beverages to be brought to the Leased Premises except by such means, at
         such times and by such persons as have been authorized by the Landlord.

4.       The entrances, lobbies, elevators, staircases and other facilities of
         the Building are for use only for access to the Leased Premises and
         other parts of the Building and the Tenant shall not obstruct or misuse
         such facilities or permit them to be obstructed or misused by its
         agents, employees, invitees or others under its control.

5.       No safe or heavy office equipment shall be moved into or about the
         Building by or for the Tenant unless the consent of the Landlord is
         first obtained and unless all due care is taken. Such equipment shall
         be moved upon the appropriate steel bearing plates, skids or platforms
         and subject to the Landlord's direction, and at such times, by such
         means and by such persons as the Landlord shall have approved. No
         furniture, freight or bulky matter of any description shall be moved in
         or out of the Leased Premises or carried in the elevators except during
         such hours as the Landlord shall have approved. Hand trucks and similar
         appliances shall be equipped with rubber ties and other safeguards
         approved by the Landlord, and shall be used only by prior arrangements
         with the Landlord.

6.       The Tenant shall permit and facilitate the entry of the Landlord, or
         those designated by it, into the Leased Premises for the purpose of
         inspection, repair, window cleaning and the performance of other
         janitor services, and shall not permit access to main header ducts,


                                                                              48
<PAGE>   53


         janitor and electrical closets and other necessary means of access to
         mechanical, electrical and other facilities to be obstructed by the
         placement of furniture or otherwise. The Tenant shall not place any
         additional locks or other security devices upon the doors of the Leased
         Premises without the prior written approval of the Landlord and subject
         to any conditions imposed by the Landlord for the maintenance of
         necessary access.

7.       The Landlord may require that all or any persons entering and leaving
         the Building at any time other than the Normal Business Hours
         satisfactorily identify themselves and register in books kept for the
         purpose and may prevent any person from entering the Leased Premises
         unless provided with a key thereto and a pass or other authorization
         from the Tenant in a form satisfactorily to the Landlord and may
         prevent any person removing any goods therefrom without written
         authorization.

8.       The Tenant shall refer to the Building only by name from time to time
         designated by the Landlord for it and shall use such name only for the
         business address of the Leased Premises and not for any promotion or
         other purpose.

9.       The Tenant shall not interfere with window coverings installed upon
         exterior windows, and shall close or (if such window coverings are
         remotely controlled) permit to be closed such window coverings during
         such hours from dusk to dawn as the Landlord may require, and shall not
         install or operate any interior drapes installed by the Tenant so as to
         interfere with the exterior appearance of the Building.

The foregoing Rules and Regulations, as from time to time amended, are not
necessarily of uniform application, but may be waived in whole or in part in
respect of other tenants without affecting their enforceability with respect to
the Tenants and the Leased Premises, and may be waived in whole or in part with
respect to the Leased Premises without waiving them as to future application to
the Leased Premises, and the imposition of Rules and Regulations shall not
create or imply an obligation of the Landlord to enforce them and shall create
no liability on the part of the Landlord for their non-enforcement.


                                                                              49
<PAGE>   54


SCHEDULE D
                   ADDITIONAL TERMS FORMING PART OF THE LEASE


1.       Parking

The Landlord will provide the Tenant throughout the Term with 2 reserved parking
stalls in the Building being stalls 9 and 32 for the exclusive use of the Tenant
free of charge until October, 2000 and then at the additional charge of $25.00
per month per stall payable from November 1, 2000.

2.       Right of First Refusal

         a)       Where, before April 30, 2002, the Landlord has received a
                  bonafide-offer from a Third Party for the purchase of the
                  Leased Premises (Strata Lot 5), the Landlord agrees not to
                  accept that offer until advising the Tenant of the offer and
                  then until either,

                  i)       ten (10) business days have passed since advising the
                           Tenant without the Tenant presenting the Landlord
                           with a legally binding offer on the same or better
                           terms for the purchase of the Leased Premises, or

                  ii)      the Tenant has advised the Landlord that it does not
                           intend to exercise its rights under this section and
                           has no objection to the Landlord accepting the offer
                           from the Third Party.

         b)       The Landlord shall not be required to accept any purchase
                  offer for the Leased Premises from a Third Party or from the
                  Tenant.


                                                                              50
<PAGE>   55


SCHEDULE E

Attached to and forming part of the Lease by GUILD PROPERTIES INC. to
SMARTSOURCES.COM TECHNOLOGIES INC.

                  PROPOSED TENANT'S LEASEHOLD IMPROVEMENTS PLAY


                                                                              51
<PAGE>   56

                               PART OF SCHEDULE E


                          [DRAWING OF RENOVATION PLAN]