<PAGE>
                                                                 EXHIBIT 10.10.2


                           AMENDED AND RESTATED LEASE

                                      AMONG



            LAURELTON INVESTMENTS LTD. AND KBK NO. 197 VENTURES LTD.
                            (TOGETHER, THE "LESSOR")



                                       AND



                            CRYSTAL DECISIONS, CORP.
                                 (THE "LESSEE")



                                       AND


                             CRYSTAL DECISIONS, INC.
                               (THE "INDEMNIFIER")


<PAGE>




                                TABLE OF CONTENTS
<TABLE>
                                                                                            PAGE
<S>      <C>                                                                                <C>
PART 1 - DEFINITIONS.....................................................................    1
   1.1   Definitions.....................................................................    1
PART 2 - DEMISE AND TERM.................................................................    8
   2.1   Demise and Term.................................................................    8
   2.2   Readjustment....................................................................    9
PART 3 - RENT, TAXES AND OTHER CHARGES...................................................   10
   3.1   Basic Rent......................................................................   10
   3.2   Payment of Rent and Additional Rent.............................................   10
   3.3   Net Lease.......................................................................   10
   3.4   Rent............................................................................   10
   3.5   Single Lease....................................................................   11
   3.6   Place of Payment................................................................   11
   3.7   Lessee's Payment of Taxes/Sales Taxes...........................................   11
   3.8   Rental for Irregular Periods....................................................   11
   3.9   Estimate of Additional Rent.....................................................   11
   3.10  Reporting and Audit of Additional Rent..........................................   12
PART 4 - ACCEPTANCE AND FIXTURING OF DEMISED PREMISES....................................   12
   4.1   Lessee Loan for the Original Premises (Except for the Main Floor Expansion
          Leased Premises)...............................................................   12
   4.2   Leasehold Improvements..........................................................   12
   4.3   HVAC Inducement.................................................................   12
   4.4   Early Occupation by Lessee......................................................   13
   4.5   As Is/Lessee's Alterations......................................................   13
   4.6   Restrictions on Construction Activity...........................................   14
   4.7   Lessor's Repairs/Work for the Original Premises (Except for the Main Floor
          Expansion Leased Premises).....................................................   14
   4.7A  Lessor's Repair/Work for the Main Floor Expansion Leased Premises...............   15
   4.7B. Lessor's Repair/Work for the Remainder Premises.................................   16
   4.8   Cash Inducement in Lieu of Lessor's Repairs/Work................................   19
   4.9   Allowances for Leasehold Improvements...........................................   19
   4.10  Lessor's Seismic Upgrading......................................................   20
   4.11  Deferment of Lessor's Repairs/Work on First Expansion Premises Improvements.....   20
   4.12  Responsibility for Repairs/Work to Base Building Systems........................   20
   4.13  Warranties on Leasehold Improvements............................................   20
PART 5 -  CONDUCT OF BUSINESS............................................................   20
   5.1   Permitted Use...................................................................   20
   5.2   Waste and Nuisance..............................................................   21
   5.3   Tidy Condition/Compliance With Laws.............................................   21
   5.4   Environment Warranty - Lessee...................................................   21
   5.5   Signs...........................................................................   22
   5.6   Payment of Lessee's Expenses....................................................   22
PART 6 -  REPAIRS........................................................................   22
   6.1   No Obligation to Repair/Replace.................................................   22
   6.2   Repairs by Lessee...............................................................   22
   6.3   Damage by Lessee................................................................   23
   6.4   Building Compliance/Ordered Upgrades............................................   23
   6.5   Alterations.....................................................................   23
   6.6   Increase in Insurance...........................................................   23
   6.7   Plans and Specifications........................................................   24
</TABLE>


                                       i
<PAGE>



<TABLE>
<S>      <C>                                                                                <C>
   6.8   Non-compliance..................................................................   24
   6.9   Lessor's Property/Fixtures......................................................   24
   6.10  No Liens........................................................................   25
   6.11  Destruction of Demised Premises.................................................   25
PART 7 - COMMON AREAS/SERVICES...........................................................   25
   7.1   Control of Common Areas and Facilities..........................................   25
   7.2   Building Services...............................................................   25
   7.3   Building Alarm..................................................................   26
   7.4   Parking.........................................................................   27
   7.5   Storage and Emergency Generator Rooms...........................................   27
   7.6   Refuse and Deliveries...........................................................   27
   7.7   Directory Board.................................................................   28
   7.8   Satellite and Communications....................................................   28
   7.9   Bicycle Storage.................................................................   28
   7.10  Floor Loading...................................................................   29
PART 8 - ASSIGNMENT AND SUBLETTING.......................................................   29
   8.1   Assignment......................................................................   29
   8.2   Reorganization, Change in Ownership or Use by Affiliate.........................   29
PART 9 -- INSURANCE......................................................................   30
   9.1   Lessee to Insure................................................................   30
   9.2   Lessor to Insure................................................................   30
PART 10 - EXCLUSION OF LIABILITY AND INDEMNITY...........................................   31
   10.1  Lessee's Indemnity..............................................................   31
   10.2  Lessor's Indemnity..............................................................   31
   10.3  Exclusion of Liability..........................................................   31
PART 11 -- LESSOR'S RIGHTS AND REMEDIES..................................................   32
   11.1  Default.........................................................................   32
   11.2  Termination of Lease............................................................   32
   11.3  Payment of Lessor's Expenses....................................................   32
   11.4  Right of Lessor to Perform Lessee's Covenants...................................   33
   11.5  Re-entry........................................................................   33
   11.6  Right of Lessor to Seize........................................................   33
   11.7  Remedies for Non-payment........................................................   33
   11.8  Non-waiver......................................................................   34
   11.9  Remedies Cumulative.............................................................   34
   11.10 Interest........................................................................   34
PART 12 -- MORTGAGES AND ASSIGNMENTS BY LESSOR...........................................   34
   12.1  Subordination...................................................................   34
   12.2  Status Statement................................................................   34
   12.3  Non-disturbance Agreement.......................................................   35
   12.4  Registration....................................................................   35
PART 13 -- OVERHOLDING BY LESSEE.........................................................   35
   13.1  Month to Month Tenancy..........................................................   35
PART 14 - LESSOR'S COVENANTS.............................................................   35
   14.1  Lessor's Covenants..............................................................   35
   14.2  Environment Warranty - Lessor...................................................   36
PART 15 -- GENERAL CONDITIONS............................................................   37
   15.1  Rules and Regulations...........................................................   37
   15.2  Notice..........................................................................   37
   15.3  Showing of Premises.............................................................   38
   15.4  Dispute Resolution..............................................................   39
PART 16 - RIGHT OF FIRST OFFER...........................................................   39
</TABLE>


                                       ii
<PAGE>



<TABLE>
<S>      <C>                                                                                <C>
   16.1  Right of First Offer............................................................   39
PART 17 - OPTION TO RENEW................................................................   40
   17.1  Grant of Option.................................................................   40
   17.2  Basic Rent......................................................................   41
   17.3  Exercise of Option..............................................................   41
   17.4  Remainder First Floor Premises..................................................   41
   17.5  Office Premises.................................................................   42
   17.6  Amendments to the Lease.........................................................   42
PART 18 -- INDEMNITY.....................................................................   42
   18.1  Indemnity.......................................................................   42
   18.2  Enforcement of Indemnity........................................................   43
   18.3  Continuation of Indemnity.......................................................   43
   18.4  No Defence......................................................................   43
   18.5  Modification in Writing.........................................................   44
   18.6  Authority.......................................................................   44
   18.7  Enurement.......................................................................   44
   18.8  Assignments, Reorganization, Etc................................................   44
   18.9  New Lease.......................................................................   44
   18.10 Governing Law and Attornment....................................................   44
PART 19 -- RIGHT OF FIRST OPPORTUNITY....................................................   45
   19.1  Right of First Opportunity......................................................   45
   19.2  Right of First Refusal to Purchase..............................................   45
   19.3  Exceptions to Right of First Refusal to Purchase................................   46
PART 20 -- CONTRACTION AND EARLY TERMINATION RIGHT.......................................   46
   20.1  Contraction and Early Termination Right.........................................   46
   20.2  Partial Floor Areas.............................................................   49
PART 21 -- MISCELLANEOUS.................................................................   50
   21.1  Joint and Several Obligations...................................................   50
   21.2  Time of the Essence.............................................................   50
   21.3  Headings........................................................................   50
   21.4  Naming Rights...................................................................   50
   21.5  Loading Dock....................................................................   50
   21.6  Governing Law...................................................................   50
   21.7  Entire Agreement................................................................   50
   21.8  Enurement.......................................................................   51
</TABLE>

SCHEDULES

SCHEDULE "A" -- Plan of Premises
SCHEDULE "B" -- Rules and Regulations
SCHEDULE "C" -- Permitted Encumbrances
SCHEDULE "D" -- Omnicron Design



                                   iii
<PAGE>




                           AMENDED AND RESTATED LEASE


This amended and restatement of the Lease made September 27, 1999 between the
parties hereto as amended by an amendment to lease made as of June 22, 2000 is
dated for reference and to be effective as of February 28, 2002.

BETWEEN:

            LAURELTON INVESTMENTS LTD. AND KBK NO. 197 VENTURES LTD., having a
            business office at 520 -- 701 West Georgia Street, Vancouver,
            British Columbia, V7Y 1A1

            (together, the "Lessor")

AND:

            CRYSTAL DECISIONS, CORP. (FORMERLY KNOWN AS SEAGATE SOFTWARE
            (CANADA) INC. AND SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP
            (CANADA), INC.), having a business office at 840 Cambie Street,
            Vancouver, British Columbia, V6B 4J2

            (the "Lessee")

AND:

            CRYSTAL DECISIONS, INC., having a business office at 895 Emerson
            Street, Palo Alto, California, U.S.A., 94301

            (the "Indemnifier")


WHEREAS:

A.    The parties executed a lease made September 27, 1999 (and registered a
      short form of lease in the Vancouver Land Title Office under number
      BR150878) which was amended by an amendment to lease dated for reference
      June 22, 2000 (together the "Lease"); and

B.    The parties have agreed to amend and restate the Lease as herein provided;

In consideration of the premises and the mutual covenants, agreements and
conditions herein contained, it is hereby covenanted and agreed between the
parties as follows:


                              PART 1 - DEFINITIONS

1.1   Definitions

      The terms defined herein shall have, for all purposes of this Lease, the
      following meanings unless the context expressly or by implication
      otherwise requires:



<PAGE>





      (a)   "Additional Rent" means all sums of money, other than Basic Rent,
            which are required to be paid by the Lessee pursuant to any
            provision of this Lease whether or not they are designated as
            "Additional Rent";

      (b)   "Assignment" has the meaning set out in Section 8.1;

      (c)   "Basic Rent" has the meaning set out in Section 3.1;

      (d)   "Building" means the building, improvements, structures and
            facilities, including parking facilities, erected on the Lands and
            having a civic address of 910 Mainland Street, Vancouver, British
            Columbia;

      (e)   "Commencement Date" means, for each of the premises comprising the
            Demised Premises, the respective date set out in Column 3 in Section
            2.1;

      (f)   "Consumer Price Index" means the Consumer Price Index for all items
            for Vancouver, British Columbia issued from time to time by
            Statistics Canada or its successor, or any other measure hereafter
            employed by Statistics Canada in lieu of such price index that
            measures the cost of living in Vancouver, British Columbia. If
            Statistics Canada or its successor no longer publishes the Consumer
            Price Index or no longer is operated by the Government of Canada,
            then any alternate price index designed to fairly reflect changes in
            the consumer purchasing power of the Canadian dollar, as agreed by
            the parties, failing agreement, the dispute shall be settled in the
            manner set out in Section 15.4;

      (g)   "Demised Premises" means, as and from the respective Commencement
            Dates, collectively the Original Premises and the Remainder
            Premises, each of which premises is outlined in BLACK on the floor
            plans annexed hereto as Schedule "A";

      (h)   "EML Inducement" has the meaning set out in Section 4.7B(i);

      (i)   "Expansion Premises" means the Main Floor Expansion Leased Premises,
            First Expansion Leased Premises, the Second Expansion Leased
            Premises and the Third Expansion Leased Premises (but does not
            include any space leased pursuant to the Right of First Offer in
            Section 16.1);

      (j)   "Expiry Date" means, for each of the premises comprised in the
            Demised Premises, the respective date set out in Column 4 in Section
            2.1;

      (k)   "First Floor Patio" has the meaning set out in Section 2.1;

      (l)   "First Remainder Premises" means 20.6% of the remaining Usable Area
            in the Building not leased or committed for lease as of February 1,
            2002 and described in Column 1 in Section 2.1;

      (m)   "First Expansion Leased Premises" means the premises in the Building
            and described in Column 1 in Section 2.1 and identified as such on
            Schedule "A" hereto;

      (n)   "Force Majeure" means any act or occurrence which delays or hinders
            or prevents a party from the performance of any term, covenant or
            act required under this Lease by reason of strikes, labour troubles,
            inability to procure material or services, power failure,
            restrictive governmental laws or regulations, riots, insurrection,
            sabotage, rebellion, war, acts of God or other reasons beyond the
            reasonable control of the applicable party hereto;




                                       2
<PAGE>

      (o)   "Hazardous Substances" means any pollutants, contaminants,
            deleterious substances, underground or above-ground tanks, asbestos
            materials, hazardous, corrosive, or toxic substances, special waste
            or waste of any kind, halon, radon, PCB's, or other pollutants,
            contaminants or hazardous materials or any other substance which is
            now or hereafter prohibited, controlled, or regulated under
            environmental laws;

      (p)   "Increase in Consumer Price Index" means the fraction which has as
            its numerator the Consumer Price Index for the year in question and
            has as its denominator the Consumer Price Index as of June 1, 2000;

      (q)   "Initial Leased Premises" means the premises in the Building and
            described in Column 1 in Section 2.1 and identified as such on
            Schedule "A" hereto;

      (r)   "Lands" means the lands on which the Building is constructed and
            legally described as: Firstly: Lots 60 and 61, Block 76, District
            Lot 541, Plan 3469 and; Secondly: Lot "Z", Block 76, District Lot
            541, Plan 20357;

      (s)   "Leasehold Improvements" means all of the improvements to the
            Demised Premises to be carried out by the Lessee including:

            (i)   all Lessee's interior improvements and remodelling, including
                  a new main reception area, open workstation areas, private
                  hard wall offices, conference rooms, coffee/kitchenettes with
                  hot and cold running water with sink, cabinetry, etc.,
                  additional hard wall offices and laboratories, signage,
                  telecom and data cabling costs, certain and specific
                  demolition and reconstruction, new carpeting, doors and
                  hardware throughout the Demised Premises, wall coverings,
                  painting, and patching throughout, the HVAC system and
                  mechanical and electrical installations; and

            (ii)  exterior Building and lobby and floor directory signage;

      (t)   "Lessor's Repairs/Work" means the work to be performed by the Lessor
            and described in Sections 4.7, 4.7A and 4.7B;

      (u)   "Main Entry" has the meaning set out in Section 4.7B(j);

      (v)   "Main Floor Expansion Leased Premises" means the premises in the
            Building and described in Column 1 in Section 2.1 and identified as
            such on Schedule "A" hereto, and forming part of the Original
            Premises;

      (w)   "Operating Costs" means (without duplication) the total costs and
            expenses incurred, accrued or attributed by the Lessor to operate,
            service, maintain, insure, manage, promote, clean, supervise,
            replace and repair the Lands, Building and Demised Premises and any
            common facilities and common areas of the Building, and the total
            costs and expenses incurred, accrued or attributed by the Lessor to
            discharge its obligations under this Lease. Without limiting the
            generality of the foregoing, such costs and expenses shall
            specifically include the supply of all utilities; landscaping;
            common area interior glazing repair and replacement, if damaged;
            minor repairs and partial replacing of roof membrane; premiums for
            insurance the Lessor, in its sole discretion, deems necessary for
            the operation of the Lands and Building, acting reasonably;
            painting; signs; sanitation control; snow removal; security; rental
            or replacement of machinery and equipment which by their nature
            require periodic replacement or substantial replacement (including




                                       3
<PAGE>

            without limitation, maintenance and janitorial equipment); the
            reasonable wages and salaries of personnel (including any benefits
            paid) and fees to independent contractors required in connection
            therewith; and a management fee payable to a third party or the
            Lessor for managing the Lands and Building (without duplication for
            the cost of salaried employees), which management fee in either case
            shall be limited to an amount equal to the aggregate of $0.60 per
            square foot of Rentable Area of the Original Premises plus $0.48 per
            square foot of the Rentable Area of the Remainder Premises, such
            amount to be paid during each year of the initial Term of this Lease
            and subject to an Increase in the Consumer Price Index during any
            renewals. Operating Costs shall exclude, or have deducted from them,
            as the case may be:

            (i)   all amounts which otherwise would be included in Operating
                  Costs which are recovered by the Lessor from tenants (other
                  than under sections of their leases comparable to Section 3.2
                  of this Lease);

            (ii)  such of the Operating Costs as are recovered from insurance
                  proceeds, to the extent such recovery represents
                  reimbursements for costs previously included in Operating
                  Costs;

            (iii) interest on debt and capital retirement of debt;

            (iv)  ground rent payable by the Lessor to the owner of the Lands
                  under any ground lease of the Lands;

            (v)   gas and hydro costs, except as permitted pursuant to Section
                  7.2;

            (vi)  the amount allocated from time to time by the Lessor to, and
                  relating to the Lands and Building of, any capital tax payable
                  by the Lessor or the owners of the Lands and Building under
                  any legislation, provincial or federal, imposing taxes on
                  account of capital, calculated as if the Building were the
                  only property of the Lessor or the owners of the Lands and
                  Building;

            (vii) costs of maintaining and repairing structural elements of the
                  Building, costs for the initial installation of all external
                  glazing and costs of correcting construction defects as they
                  relate to the base Building finishes;

            (viii) costs for which the Lessor is reimbursed;

            (ix)  any bad debt loss, rent loss, or reserves for bad debts or
                  rent loss;

            (x)   costs associated with the operation of the business entity
                  which constitutes the Lessor as the same are distinguished
                  from the costs of operation of the Building, including
                  accounting and legal matters, costs of defending any lawsuits
                  with any mortgagee, costs of selling, syndicating, financing,
                  mortgaging or hypothecating any of the Lessor's interest in
                  the Building, costs of any disputes between the Lessor and its
                  employees (if any) not engaged in the Building operation,
                  disputes of Lessor with building management, or fees or costs
                  paid in connection with disputes with other tenants;

            (xi)  fines or penalties and interest thereon arising from the acts
                  or omissions of the Lessor or those for whom it is responsible
                  for at law;





                                       4
<PAGE>
           (xii)   subject to Section 9.2, any damage or loss resulting from any
                   casualty which the Lessor covenanted to insure against
                   (except to the extent of any deductible);

           (xiii)  capital costs which do not materially reduce Operating
                   Costs or which do not improve the operation of the Building
                   in a manner which is of material benefit to either the Lessee
                   or to the Lessee's business. The parties further agree that
                   capital costs are not costs normally incurred for the repair,
                   replacement or maintenance of existing building equipment or
                   systems, but will include replacements resulting in material
                   upgrades to such equipment or systems, and will include the
                   replacement of HVAC systems and the main electrical
                   transformers. For greater certainty, the parties agree that,
                   without limitation, replacement of carpeting and toilets in
                   common areas when needed and to a standard consistent with a
                   Class B professional building, and minor repairs and partial
                   replacement of roof membranes are examples of repair and
                   maintenance rather than capital cost items, but upgrades made
                   to the Building to enable the Lessor to better market the
                   Building are examples of capital cost items not of material
                   benefit to either the Lessee or its business;

            (xiv)  subject to Section 14.2, the cost of removing, encapsulating
                   or otherwise abating any Hazardous Substance in or about the
                   Building (except if placed or caused by the Lessee or those
                   for whom the Lessee is responsible at law);

            (xv)   legal fees pertaining to leasing issues, space planner's
                   fees, real estate brokers' leasing commissions, lease
                   take-over costs, advertising and marketing expenses and all
                   other leasing expenses;

            (xvi)  the wages of an employee for the periods of time that such
                   employee is not devoting his or her time to the Building
                   (allocations of the time pooled employees are permitted); and

            (xvii) all costs associated with repair or maintenance of HVAC
                   equipment, plumbing, electrical equipment and all other
                   utilities servicing all Rentable Areas in the Building other
                   than the Demised Premises;




                                       5
<PAGE>

      (x)   "Original Premises" means the Initial Leased Premises and the
            Expansion Premises;

      (y)   "Patio Inducement" has the meaning set out in Section 4.7B(g);

      (z)   "Permitted Encumbrances" has the meaning set out in Section 19.1;

      (aa)  "Possession Date" means, for each of the premises comprising the
            Demised Premises, the respective date set out in Column 2 in Section
            2.1 for the purpose of planning and constructing the Leasehold
            Improvements;

      (bb)  "Proportionate Share" means the proportion, at any given time, that
            the aggregate Rentable Area of the premises comprising the Demised
            Premises as at that time is of the aggregate of all Rentable Areas
            in the Building;

      (cc)  "Remainder First Floor Premises" has the meaning set out in Section
            17.3(a);

      (dd)  "Remainder Premises" means the First Remainder Premises, the Second
            Remainder Premises and the Third Remainder Premises (but does not
            include any space leased pursuant to the Right of First Offer in
            Section 16.1);

      (ee)  "Rent" has the meaning set out in Section 3.4;

      (ff)  "Rentable Area" means, with respect to the Demised Premises:

            (i)   in the case of the Original Premises:

                  (A)   from the date of this Lease to and including September
                        30, 2003, Rentable Area of those parts of the Original
                        Premises on the first and second floor of the Building
                        means the Usable Area of such premises multiplied by
                        112%, and on the third floor of the Building means the
                        Usable Area of such premises multiplied by 108.4%; and

                  (B)   from October 1, 2003 for the balance of the Term and any
                        renewal thereof, the Rentable Area of the Original
                        Premises means the rentable area of such Original
                        Premises calculated in accordance with the methods of
                        measuring rentable office areas as described in the
                        Standard Method for Measuring Floor Area in Office
                        Buildings, ANSI Z65.1-1996, as promulgated by the
                        Building Owners and Managers' Association ("BOMA")
                        International; and

            (ii)  in the case of the Remainder Premises:

                  (A)   from the date of this Lease to and including September
                        30, 2003, the Rentable Area of the Remainder Premises
                        means the Usable Area of the Remainder Premises without
                        a gross up factor; and

                  (B)   from October 1, 2003 for the balance of the Term and any
                        renewal thereof, the Rentable Area of the Remainder
                        Premises means the rentable area of such Remainder
                        Premises, calculated in accordance with the methods of
                        measuring rentable office areas as described in the
                        Standard Method for Measuring Floor Area in Office
                        Buildings, ANSI Z65.1-1996, as promulgated by the
                        Building Owners and Managers' Association ("BOMA")
                        International;




                                       6
<PAGE>

      (gg)  "Rentable Areas in the Building" means:

            (i)   from the date of this Lease to and including September 30,
                  2003, the aggregate of all rentable areas within the Building,
                  as determined from time to time by the Lessor, acting
                  reasonably, being the aggregate of the Rentable Area of the
                  Demised Premises during such period, the rentable areas of all
                  spaces and premises in the Building serviced by air
                  conditioning, as defined in the Lessor's other, or if expired
                  the last, leases and rental contracts with other tenants from
                  time to time, and the rentable area of any vacant space
                  serviced by air conditioning measured in a comparable manner
                  to such other leases and rental contracts; and

            (ii)  from October 1, 2003 for the balance of the Term and any
                  renewal thereof the aggregate of all rentable areas in the
                  Building calculated in accordance with the methods of
                  measuring rentable office areas as described in the Standard
                  Method for Measuring Floor Area in Office Buildings, ANSI
                  Z65.1-1996, as promulgated by BOMA International;


      (hh)  "Sales Taxes" means taxes, value-added taxes, multistage taxes,
            business transfer taxes and any other similar taxes imposed in
            respect of the rent payable by the Lessee under this Lease or in
            respect of the Demised Premises;

      (ii)  "Second Floor Patio" has the meaning set out in Section 4.7B(g);

      (jj)  "Second Remainder Premises" means 39.2% of the remaining Usable Area
            in the Building not leased or committed for lease as of February 1,
            2002 and described in Column 1 in Section 2.1;

      (kk)  "Second Expansion Leased Premises" means the premises in the
            Building and described in Column 1 in Section 2.1 and identified as
            such on Schedule "A" hereto;

      (ll)  "Taxes" means the real property taxes (including local improvement
            rates), licence fees, assessments, or other charges levied or
            imposed by any provincial, municipal, school or other authority
            against the Lands and Buildings or the Demised Premises;

      (mm)  "Term" means for each of the premises comprising the Demised
            Premises, the respective period of time set out in Column 5 in
            Section 2.1;

      (nn)  "Third Remainder Premises" means 40.2% of the remaining Usable Area
            in the Building not leased or committed for lease as of February 1,
            2002 and described in Column 1 in Section 2.1;

      (oo)  "Third Expansion Leased Premises" means the premises in the Building
            and described in Column 1 in Section 2.1 and identified as such on
            Schedule "A" hereto; and

      (pp)  "Usable Area" means the usable area of the Demised Premises
            calculated in accordance with the methods of measuring usable areas
            as described in the Standard Method for Measuring Floor Area in
            Office Buildings, ANSI Z65.1-1996, as promulgated by BOMA
            International, except that "Usable Area in the Building" for the
            definitions of First Remainder Premises, Second Remainder Premises
            and Third Remainder Premises shall refer to all remaining Usable
            Area in the Building that is not committed for lease as of




                                       7
<PAGE>

            February 1, 2002, but excluding required common corridors and exits,
            the existing room on the Cambie frontage immediately north of the
            loading dock area, loading bays including the loading landings and
            existing loading dock building operation rooms, common electrical
            and telephone rooms and any additional common areas required by the
            City building codes.


                            PART 2 - DEMISE AND TERM

2.1   Demise and Term

      In consideration of the rents, covenants, conditions and agreements
      hereinafter reserved and contained on the part of the Lessee to be paid,
      observed and performed, the Lessor hereby demises and leases unto the
      Lessee the Demised Premises on the terms and conditions contained in this
      Lease:

      (a)   to hold the Demised Premises for and during the Term, unless sooner
            terminated pursuant to the terms of this Lease, commencing on the
            respective Commencement Dates and ending on the Expiry Date, as
            follows:
<TABLE>
<S>     <C>                      <C>               <C>               <C>            <C>
        ------------------------ ----------------- ----------------- -------------- -----------
        COLUMN 1                 COLUMN 2          COLUMN 3          COLUMN 4       COLUMN 5
        --------                 --------          --------          --------       --------
        PREMISES/RENTABLE AREA   POSSESSION        COMMENCEMENT      EXPIRY         TERM
        (SQ. FT.)                DATE              DATE              DATE
        ------------------------ ----------------- ----------------- -------------- -----------

        9,183 -- 1st floor       January 1, 2000   June 1, 2000      December 31,   14 years,
        14,034 -- 2nd floor                                          2014           7 months
        19,874 -- 3rd floor
        (the "Initial Leased
        Premises")
        ------------------------ ----------------- ----------------- -------------- -----------

        11,234 -- 3rd floor      August 1, 2000    December 1, 2000  December 31,   14 years,
        (the "First Expansion                                        2014           1 month
        Leased Premises")

        ------------------------ ----------------- ----------------- -------------- -----------

        33,312 -- 1st floor      January 1, 2001   April 1, 2001     December 31,   13 years,
        (the "Main Floor                                             2014           9 months
        Expansion Leased
        Premises")

        ------------------------ ----------------- ----------------- -------------- -----------

        12,380 -- 3rd floor      April 1, 2001     July 1, 2001      December 31,   13
        (the "Second Expansion                                       2014           years,  6
        Leased Premises")                                                           months

        ------------------------ ----------------- ----------------- -------------- -----------

        31,007 -- 3rd floor      September 1,      January 1, 2002   December 31,   13 years
        (the "Third Expansion    2001                                2014
        Leased Premises")

        ------------------------ ----------------- ----------------- -------------- -----------
</TABLE>




                                       8
<PAGE>
<TABLE>
<CAPTION>
        ------------------------ ----------------- ----------------- -------------- -----------
        COLUMN 1                 COLUMN 2          COLUMN 3          COLUMN 4       COLUMN 5
        --------                 --------          --------          --------       --------
        PREMISES/RENTABLE AREA   POSSESSION        COMMENCEMENT      EXPIRY         TERM
        (SQ. FT.)                DATE              DATE              DATE
        ------------------------ ----------------- ----------------- -------------- -----------
        <S>                      <C>               <C>               <C>            <C>
        approx. 21,000 -- on     March 1, 2002     January 1, 2003   December 31,   12 years
        either the 1st, 2nd or                                       2014
        3rd floors as
        determined by the
        Lessee in its sole
        discretion (the "First
        Remainder Premises")

        ------------------------ ----------------- ----------------- -------------- -----------

        approx. 40,000 -- on     March 1, 2002     May 1, 2003       December 31,   11 years,
        either the 1st, 2nd or                                       2014           8 months
        3rd floors as
        determined by the
        Lessee in its sole
        discretion (the
        "Second Remainder
        Premises")

        ------------------------ ----------------- ----------------- -------------- -----------

        approx. 41,000 -- on     March 1, 2002     October 1, 2003   December 31,   11 years,
        either the 1st, 2nd or                                       2014           3 months
        3rd floors as
        determined by the
        Lessee in its sole
        discretion (the "Third
        Remainder Premises")

        ------------------------ ----------------- ----------------- -------------- -----------
</TABLE>

      (b)   notwithstanding the Possession Dates set out above, the Lessee
            agrees to provide not less than ninety (90) days prior written
            notice to the Lessor before the Lessee takes possession of any part
            or parts of the Remainder Premises for the purpose of constructing
            and installing Leasehold Improvements.

      Subject to existing encumbrances and utility rights of way (whether
      registered or unregistered), the Lessor also agrees that the Lessee is
      entitled to the exclusive use of that exterior area (the "First Floor
      Patio") of the Lands located adjacent to the first floor of the Building
      beside the Initial Leased Premises, approximately as outlined in RED on
      the floor plan annexed hereto as Schedule "A", provided that if such area
      is used for the Lessee's parking, the terms and conditions of Section 7.4
      will apply to such parking.

2.2   Readjustment

      If the Rentable Area of the Demised Premises was estimated by or on behalf
      of the Lessor for the purposes of this Lease because the Rentable Area
      thereof could not be accurately calculated prior to the execution of the
      Lease, or if the Rentable Area of the Demised Premises changes at any time
      during the Term, then, when the Rentable Area of the Demised Premises can
      be accurately calculated and if the estimate previously made was not
      correct or has changed, the Rentable Area of the Demised Premises shall
      then be calculated as provided herein and the appropriate adjustments made
      with respect to Basic Rent payable under this Lease and to the definition
      of Proportionate Share. The Lessor agrees that the area of the Remainder
      Premises will be measured prior to the first Commencement Date for the
      Remainder Premises.




                                       9
<PAGE>

                     PART 3 - RENT, TAXES AND OTHER CHARGES

3.1   Basic Rent

      Subject to Section 7.5, the Lessee covenants and agrees to pay to the
      Lessor in lawful money of Canada rent (the "Basic Rent") in the amount of:

      (a)   $12.50 per square foot of Rentable Area per annum of that portion of
            the Demised Premises comprising the Original Premises from and as of
            the respective Commencement Dates to and including December 31,
            2007;

      (b)   $13.00 per square foot of Rentable Area per annum of that portion of
            the Demised Premises comprising the Remainder Premises from and as
            of the respective Commencement Dates to and including December 31,
            2007; and

      (c)   $15.00 per square foot of Rentable Area per annum of the Demised
            Premises from and as of January 1, 2008 to and including December
            31, 2014.

3.2   Payment of Rent and Additional Rent

      The Lessee shall pay Basic Rent in advance in equal monthly instalments
      without set-off or deduction on the 1st day of each month during each year
      of the Term to the Lessor, the first of such payments to be made on the
      respective Commencement Dates, together with the following:

      (a)   goods and services tax attributable to Basic Rent;

      (b)   the Lessee's Proportionate Share of Operating Costs;

      (c)   payment for the parking stalls pursuant to Section 7.4;

      (d)   the monthly rent for the storage and emergency generator rooms
            pursuant to Section 7.5; and

      (e)   any other Additional Rent.

3.3   Net Lease

      It is understood and agreed that this Lease is a completely net lease to
      the Lessor except as otherwise stated in this Lease. The Lessor is not
      responsible for any costs, charges or expenses relating to the Demised
      Premises, their upkeep, use, occupancy, contents, equipment, improvements
      or the business carried on in them and the Lessee shall be responsible for
      all such charges, impositions, costs and expenses, except as stated in
      this Lease.

3.4   Rent

      It is further understood and agreed that the term "Rent" as used in this
      Lease shall include all Basic Rent, and all other costs, charges or
      expenses relating to the Demised Premises or the Lands and Building which
      are the responsibility of the Lessee hereunder and such other charges, if
      any, shall be designated as Additional Rent.




                                       10
<PAGE>

3.5   Single Lease

      For greater certainty the parties agree that, notwithstanding the
      respective Commencement Dates for the portions of the Demised Premises,
      this is a single lease in respect of the Demised Premises. Without
      limiting the generality of the foregoing, a default by the Lessee in
      payment of Basic Rent or a breach of any term with respect to a portion of
      the Demised Premises is a breach of this Lease in respect of all of the
      Demised Premises and the Lessor may exercise its rights and remedies
      against the Lessee with respect to all of the Demised Premises.

3.6   Place of Payment

      All payments of Rent shall be paid to the Lessor at the address shown on
      page 1 or at such other address as the Lessor shall designate in writing.

3.7   Lessee's Payment of Taxes/Sales Taxes

      (a)   The Lessee covenants to pay to the Lessor upon written notice from
            the Lessor, as Additional Rent hereunder, its Proportionate Share of
            Taxes. The Lessee with the prior written consent of the Lessor, such
            consent not to be unreasonably withheld or delayed, may, at its own
            expense, contest any Taxes and appeal any assessments with respect
            to the Land, Building and the Demised Premises, provided all
            penalties, interest and other costs arising out of such actions are
            to be paid for by the Lessee (unless the Lessee is successful and in
            such event such costs are to be included in Operating Costs).

      (b)   The Lessee shall pay Sales Taxes whether they are characterized as a
            goods and services tax, sales tax, value-added tax, multi-stage tax,
            business transfer tax or otherwise with the intent that the Lessor
            be fully indemnified in respect of all Sales Taxes payable or
            collectible in respect of the Rent payable in respect of this Lease
            or the Demised Premises. Sales Taxes payable by the Lessee will be
            calculated by the Lessor in accordance with the applicable
            legislation.

3.8   Rental for Irregular Periods

      If the Term of this Lease expires before the end of any calendar year with
      respect to which Additional Rent is payable under this Lease, the Lessee
      shall pay its Proportionate Share of such Additional Rent based upon the
      number of days of the term of this Lease within such year, and the Lessee
      shall pay such Additional Rent upon demand, notwithstanding that the term
      of this Lease may have expired at the time of such demand.

3.9   Estimate of Additional Rent

      It is agreed that the Lessor may estimate the amount of Additional Rent
      for each year and upon notice from the Lessor, the Lessee shall pay the
      amount so estimated in instalments of such amount or amounts and at such
      time or times as the Lessor shall determine, including but without
      limiting the generality of the foregoing, on the 1st day of each and every
      month of the Term. Within thirty (30) days after determination of the
      actual amount of the Additional Rent for which the Lessee is responsible,
      there shall be an appropriate adjustment between the Lessor and the Lessee
      so that the total amount paid by the Lessee pursuant to this Section in
      advance or by instalments or otherwise does not exceed the actual amount
      of Additional Rent for which the Lessee is responsible in respect of the
      year for which the Lessee made advance or instalment payments.
      Notwithstanding the foregoing, nothing in this Section 3.9 shall be
      interpreted to require the Lessee to prepay estimated Taxes more than
      thirty (30) days prior to the date(s) on




                                       11
<PAGE>

      which such tax payments are payable to the taxing authority, provided that
      the Lessee covenants and agrees that a default in paying the estimated
      Taxes, upon not less than five (5) days' notice from the Lessor, at least
      thirty (30) days prior to such date(s) provides to the Lessor the same
      remedies as a default in the payment of Rent. The Lessor shall forward to
      the Lessee a copy of each statement of the Taxes issued by the City of
      Vancouver within ten (10) days of receipt.

3.10  Reporting and Audit of Additional Rent

      (a)   For the period up to December 31, 2002, the Lessor shall deliver to
            the Lessee within one hundred and twenty (120) days after the end of
            each fiscal year a written statement setting out in reasonable
            detail the actual amount of Additional Rent for such fiscal year and
            the statement shall be audited if requested by the Lessee within one
            hundred and twenty (120) days of receipt of such statement at the
            Lessee's expense (unless such audit determines that the Lessor has
            overcharged the Additional Rent by more than 3%, and in such event,
            solely at the Lessor's cost) by a certified chartered accountant of
            the Province of British Columbia. The Lessee, at its option and
            cost, shall be permitted to review such audited statement with the
            Lessor's auditor upon providing at least fourteen (14) days' prior
            notice to the Lessor.

      (b)   For the period from January 1, 2003 until the expiry of the Term and
            any renewals thereof, the Lessor shall deliver to the Lessee within
            one hundred and twenty (120) days after the end of each fiscal year
            a written audited statement setting out in reasonable detail the
            actual amount of Additional Rent for such fiscal year prepared by a
            certified chartered accountant of the Province of British Columbia.
            The Lessee agrees that the cost of having the statement of
            Additional Rent audited will be a cost payable by the Lessee within
            fifteen (15) days of delivery of the account. The Lessee, at its
            option and cost, shall be permitted to review such audited statement
            with the Lessor's auditor upon providing at least fourteen (14)
            days' prior notice to the Lessor.


              PART 4 - ACCEPTANCE AND FIXTURING OF DEMISED PREMISES

4.1   Lessee Loan for the Original Premises (Except for the Main Floor Expansion
      Leased Premises)

      [Intentionally Deleted]

4.2   Leasehold Improvements

      [Intentionally Deleted]

4.3   HVAC Inducement

      As an inducement for the Lessee agreeing to execute this Lease, the Lessor
      shall pay to the Lessee $8.00 (plus applicable goods and services tax
      ("GST")) per square foot of the Usable Area of the Original Premises
      (except for the Main Floor Expansion Leased Premises) towards the cost of
      installing a new HVAC system for the Demised Premises as designed by the
      Lessee's consultants. Such inducement shall be payable on the applicable
      Commencement Dates for the Original Premises. If required by the Lessee
      for additional equipment to service the Demised Premises, the Lessor shall
      provide the Lessee during the Term and any renewal thereof (save and
      except a renewal pursuant to section 17.1(b)) with exclusive use of, and
      unrestricted access to, an area on the north half of the Building's roof
      designated by the Lessor, having an area approximately equal to the area
      occupied by the Lessee's HVAC equipment on the south half of




                                       12
<PAGE>

      the Building's roof, free of Rent, for the housing of the Lessee's
      equipment. The Lessee shall have the use of, and unrestricted access to,
      the existing area on the south half of the Building's roof housing the
      Lessee's HVAC equipment, free of Rent during the Term of this Lease and
      any renewals thereof. The Lessor confirms that the Lessee may, at its
      cost, construct an enclosure surrounding the Lessee's equipment within
      each of the areas provided for the Lessee's use pursuant to this Section.
      The Lessee will have unrestricted access at all times to its equipment.
      The Lessor will be solely responsible on a non pass-through basis for any
      required modifications to existing HVAC units serving, or installing any
      new HVAC units required to serve, other tenants in the Building, save and
      except that if the Lessee exercises its right to renew pursuant to Section
      17.1(b), the Lessee covenants and agrees that, notwithstanding anything
      herein to the contrary, during any such renewal period the Lessor shall be
      entitled to use the existing and any future HVAC units installed by the
      Lessee for the use and benefit of other tenants in the Building in a
      manner in keeping with a Class B professional office building provided the
      HVAC units continue also to service those parts of the Demised Premises
      which are renewed by the Lessee, and the maintenance and repair of such
      HVAC units is wholly assumed by the Lessor as an Operating Cost.

4.4   Early Occupation by Lessee

      Subject to Force Majeure and to Section 2.1(b) of this Lease, the Lessee
      shall be entitled to have access to the Demised Premises for the purpose
      of planning and constructing its Leasehold Improvements on the applicable
      Possession Dates. During any period prior to a Commencement Date (being
      the fixturing period from the Possession Date to a Commencement Date) in
      which the Lessee is permitted to have occupancy of premises forming part
      of the Demised Premises, whether exclusively or in common with the Lessor,
      its contractors, sub-contractors or employees, and with respect to such
      premises, the Lessee shall be bound by all the provisions of this Lease
      other than those requiring payment of Rent. If the Lessor is unable to
      substantially complete demolition of a part or parts of the Remainder
      Premises (excepting any areas left undemolished to maintain the Lessee's
      exit corridors to exit stairwells) by a date which is at least four (4)
      months prior to an applicable Commencement Date, then the applicable
      Commencement Date will be extended by a period equivalent to the period of
      delay.

4.5   As Is/Lessee's Alterations

      The Lessee confirms that it is leasing the Demised Premises on an "as is"
      basis with the exception of Lessor's Repairs/Work. Any alterations the
      Lessee wishes to carry out to the Demised Premises shall comply with the
      terms of this Lease and the Lessee shall obtain any applicable approvals
      from the City of Vancouver and of the Lessor's architects, mechanical,
      electrical and structural consultants, at the Lessee's cost. The Lessee
      agrees to review all building permit applications with the Lessor or
      Lessor's consultants prior to submittal of same to the City of Vancouver,
      and to amend said permits as reasonably required by the Lessor to ensure
      that only expenditures which must be listed are included in the
      application, which applications the Lessor agrees to review without delay.
      The Lessee will prepare and submit to the Lessor for the Lessor's written
      approval, such approval not to be unreasonably withheld or delayed, all
      plans and specifications for the proposed Lessee's work and fixturing for
      the Demised Premises. The Lessor acknowledges that the Lessee's
      alterations will result in building code upgrades being required to the
      Building for which the Lessor will be solely responsible, and agrees that
      the extent, type or cost of such upgrades will not be reason for the
      Lessor to object to any alterations proposed by the Lessee (i.e. the
      Leasehold Improvements are anticipated to be comparable to the Lessee's
      improvements at 840 Cambie Street, and to include one internal stairwell
      connecting the first floor, second floor and third floor of the Building
      and a data systems centre).




                                       13
<PAGE>

4.6   Restrictions on Construction Activity

      (a)   The Lessor and Lessee acknowledge that part or parts of the Lessor's
            Repairs/Work and Lessee's tenant improvement work are likely to be
            disruptive, and that construction activity that causes excessive
            noise, structural vibration, odour or compromised air quality over
            or close to occupied space are likely to create unreasonable levels
            of disruption. For greater clarification but without limitation, the
            Lessor acknowledges that jack hammering, hammer drilling and
            concrete vibration (or other activities creating similar levels of
            noise or vibration) during business hours south of the Building
            expansion joint are likely to cause unreasonable disruption to the
            Lessee, and the Lessee acknowledges that jack hammering, hammer
            drilling and concrete vibration (or other activities creating
            similar levels of noise or vibrations) during business hours north
            of the Building expansion joint are likely to cause unreasonable
            disruption to other occupants and tenants of the Building.
            Accordingly, the Lessor and Lessee agree that:

            (i)   construction activities which are likely to cause unreasonable
                  disruption to the Lessee or other occupants and tenants of the
                  Building will be scheduled for non-business hours, being prior
                  to 8:00 a.m. and after 5:00 p.m. on weekdays, and at any time
                  on Saturdays, Sundays and statutory holidays; and

            (ii)  construction activities initiated during business hours which
                  prove to cause unreasonable disruption to the Lessee or other
                  occupants or tenants of the Building will be curtailed
                  immediately (or as soon as reasonably possible if, due to the
                  nature of the construction activity, it cannot be stopped
                  immediately without unreasonable commercial consequences) upon
                  verbal notice from either the Lessee or the Lessor, and
                  re-scheduled for the aforementioned non-business hours.

      (b)   The Lessor and Lessee acknowledge that some construction noise may
            occur during business hours that is audible in occupied areas. The
            intent of this provision is to eliminate unreasonable or excessive
            disruption to the business of the Lessee and other occupants and
            tenants of the Building during business hours.

      (c)   Each of the Lessor and the Lessee also agree to designate a
            representative who will be available at all times to deal with
            construction complaints and issues.

      (d)   Each of the Lessor and the Lessee agree that within thirty (30) days
            of the effective date of this Lease, each will prepare and send to
            the other a construction schedule setting out in detail a timetable
            as to when each part or stage of their respective work is estimated
            to be completed. Upon receipt of the schedules, each of the Lessor
            and the Lessee will then, acting reasonably, approve to any
            revisions to the schedule of dates from time to time as may be
            appropriate.

4.7   Lessor's Repairs/Work for the Original Premises (Except for the Main Floor
      Expansion Leased Premises)

      The Lessor shall, at its cost, provide only those repairs and improvements
      detailed as follows, unless otherwise provided in this Lease:




                                       14
<PAGE>

      (a)   Electrical Service. The existing electrical room and a 120/208V
            distribution centre on the first floor of the Building provided by
            the Lessor within the Demised Premises;

      (b)   Lighting Inducement. The Lessor agrees to provide to the Lessee an
            inducement in an amount equal to $4.00 per square foot of the
            Rentable Area of the Original Premises (less the Main Floor
            Expansion Leased Premises), plus GST, towards the cost of lighting,
            such inducement to be paid to the Lessee within thirty (30) days of
            completion of the installation of the lighting by the Lessee in an
            area or areas of the Original Premises less the Main Floor Expansion
            Leased Premises;

      (c)   Location for Lessee's Emergency Power Equipment. As agreed to by the
            Lessor and the Lessee as of the date of this Lease;

      (d)   Demolition. Demolition including removal of all interior partitions
            to underside of structure, the removal of resilient and carpet
            flooring, and the removal of the t-bar ceilingS and lighting.
            Existing washrooms are to remain. Subject to Force Majeure, the
            Lessor shall carry out it's demolition work pursuant to the terms of
            this Lease within ninety (90) days of receipt of written notice from
            the Lessee requesting demolition for no more than 40,000 square feet
            of space, and proportionately longer notice for an area greater than
            40,000 square feet. Notwithstanding the foregoing, the Lessor may
            carry out any demolition work at any time and in any location
            without receiving prior notice from the Lessee, provided the Lessor
            provides prior notice to the Lessee;

      (e)   Window Coverings. Building compatible standard window coverings
            throughout (which are to be venetian blinds, colour and type to be
            selected by the Lessee) are to be provided for all exterior windows;

      (f)   Windows. Twelve (12) linear feet by five (5) feet of exterior window
            in each full exterior bay of the Original Premises, with the
            exception of where exterior wall washrooms are located, the two (2)
            bays on the second floor fronting on Mainland Street, and where
            stairwells or other impediments makes the installation of exterior
            windows impractical. All existing windows will be replaced with new
            windows measuring twelve (12) linear feet by five (5) feet (the
            existing windows are twelve (12) feet by approximately three (3)
            feet);

      All of the work described above shall be completed by the Lessor to a
      building standard consistent with a Class B professional office building
      and shall encompass the specific reasonable requirements of the Lessee.
      The Lessee and the Lessor agree that contractors for each of the Lessee
      and the Lessor may undertake work within the Demised Premises
      concurrently.

4.7A  Lessor's Repair/Work for the Main Floor Expansion Leased Premises

      The Main Floor Expansion Leased Premises are leased by the Lessee on an
      "as is where is" basis. Notwithstanding the foregoing, the Lessor shall,
      at its own cost, provide those repairs and improvements for the Main Floor
      Expansion Leased Premises detailed as follows:

      (a)   Demolition. Demolition of all interior partitions (excluding the
            washrooms) and removal of flooring coverings and the T-bar ceiling.
            The Lessor's demolition rights set out in section 4.7 apply mutatis
            mutandis to the Main Floor Expansion Leased Premises.

      (b)   New Demising Walls. Construction of demising walls consistent with
            the demising walls constructed by the Lessor for the Initial Leased
            Premises.




                                       15
<PAGE>

      (c)   Windows. Installation of four exterior windows along Nelson Street
            and five exterior windows along Mainland Street, each placed in the
            middle of exterior bays. Exterior windows installed along the Nelson
            Street frontage will have approximately the same sill heights as
            those installed for the Lessee on the second floor and will measure
            approximately twelve (12) feet wide by six (6) feet high. Some or
            all of any exterior windows installed on the Mainland Street
            frontage will have sill heights higher than those installed on the
            second floor, and the vertical dimension of the windows will start
            at approximately five (5) feet and decrease somewhat moving towards
            the middle of the Building on Mainland Street.

      The Lessor and the Lessee agree that contractors for each of the Lessee
      and the Lessor may undertake work within the Main Floor Expansion Leased
      Premises concurrently. Notwithstanding the foregoing, the Lessee
      acknowledges that dry-walling and taping of new demising walls cannot
      commence until the Lessee's contractor completes electrical and
      communications work in said new walls. Therefore the Lessee agrees that
      the delays suffered by the Lessor in the completion of dry-walling and
      taping of the new demising walls (collectively the "Crystal Dependant
      Work") as a result of delays in the Lessee's electrical work or
      communications work, shall not result in an extension of the Commencement
      Date provided that the Lessor carries out the Crystal Dependent Work in a
      reasonable time period upon being in a position to do so.

4.7B. Lessor's Repair/Work for the Remainder Premises

      The Lessor agrees, that in consideration for the Lessee agreeing to lease
      the Remainder Premises, the Lessor has agreed to substantially repair and
      renovate the Building from its current use as a multi-tenant facility for
      showmart tenants into a Class B professional office building. The Lessor
      will proceed expeditiously, using reasonable commercial efforts, to
      complete this work as soon as reasonably possible, subject to Force
      Majeure. The Lessor shall, as its own cost (and not to be included in
      Operating Costs, except that following initial construction, repairs and
      maintenance will be included in Operating Costs except for structural
      defects which are the responsibility of the Lessor) provide those repairs
      and renovations to the Remainder Premises, and to the Building as
      specifically provided herein, which are detailed as follows:

      (a)   Hydro Capacity. Prior to December 31, 2002, the Lessor will upgrade
            the Building with sufficient hydro capacity to provide the Lessee
            with access to not less than 12 watts per square foot of Usable Area
            leased by the Lessee.

      (b)   Roof Membrane. The Lessor will replace the roof membrane and wearing
            surface on the top level of the Building. The Lessee acknowledges
            that this replacement work has already been completed by the Lessor
            underneath the new HVAC units on the Building's roof. The Lessor
            intends to commence this work in the spring of 2002 at the north end
            of the Building and to complete this work in the late summer or
            early fall, including the occupied south portion of the roof deck,
            subject to Force Majeure. The Lessor agrees that it will be solely
            responsible for the cost (including, without limitation, lost
            revenue on effected parking stalls), of decommissioning old HVAC
            units, inserting skylights/lightwells as contemplated by Section
            4.7B(f), and for any changes to the rooftop configuration made by
            the Lessor. The Lessee recognizes that the Lessor must comply with
            the City of Vancouver parking provisions and bylaws.

      (c)   Exterior Building Finish. Subject to City approval and City required
            modifications, if any, the Lessor will refinish the exterior walls
            of the Building substantially based upon the design approved by the
            Lessor and the Lessee in writing, a copy of which is attached




                                       16
<PAGE>

            to this Lease as Schedule "D". Any changes to such design requested
            by the Lessee will be subject to the approval of the Lessor (such
            approval not to be unreasonably withheld), and to City approval, and
            any significant extra cost incurred by the Lessor directly as a
            result of such changes requested by the Lessee will be at the cost
            of the Lessee (the Lessor hereby agreeing that minor changes having
            a cost in aggregate of less than $5,000 will be taken care of by the
            Lessor). New exterior lighting will be incorporated into the design.

      (d)   Demolition. The Lessor will demolish existing interior drywall
            partitions, remove existing floor coverings, remove all unnecessary
            ducts, conduits and piping (except for sprinklers) and remove
            interior finish on exterior walls throughout the Remainder Premises.
            The Lessor's demolition rights set out in section 4.7 apply mutatis
            mutandis to the Remainder Premises.

      (e)   Building Access Security System. The Lessor agrees to retain a
            contractor or consultant to design and implement an access and
            security system (the "System") covering common areas of the Building
            and the Lessor and the Lessee will, acting reasonably, agree on the
            appropriate components to be included within the System. Card access
            will be provided at the Main Entry on Mainland Street, the roof
            entrance above the main building entrance, and in the passenger
            elevator adjacent to the main building entrance. If feasible, said
            card access will be an extension of the Lessee's own access system.
            In addition, security cameras will be installed in the loading dock
            area, at the bottom of any common stairwells that are accessible to
            the public from the street level, and at the entrance point to the
            roof parking. Said cameras will be monitored by the Lessee from
            within the Demised Premises, it being agreed that the Lessor shall
            indemnify the Lessee and save it harmless from any liability which
            may arise as a result of the presence of security cameras, a lack of
            effectiveness either as a result of defects in the equipment or
            insufficient monitoring, and this indemnity shall be included within
            the Lessor's indemnity described in Section 10.2 of this Lease. It
            is agreed that the Lessor shall be responsible for the cost of
            initially installing the System and any subsequent costs for
            maintenance, replacement or upgrade to the System shall form part of
            the Operating Costs.

      (f)   Skylights and Lightwells. Subject to City approval and satisfying
            City of Vancouver parking stall requirements, the Lessor agrees to
            install and construct two (2) skylights and lightwells to the second
            floor from the rooftop parking deck in locations to be mutually
            agreed upon, both parties acting reasonably. The Lessor agrees to
            maximize the size of the skylights and lightwells within four
            adjacent columns it being agreed that the Lessor will not remove the
            second floor roof slab past the line of the column drop panels
            supporting the slab. The Lessor's responsibilities will be limited
            to cutting and removing the second and third floor roof slabs,
            related slab reinforcement if structurally required so that there is
            no material impact on the current seismic rating of the Building,
            roof membrane repairs, and the provision and installation of the
            skylights. The Lessor will complete this work as part of the roof
            membrane replacement described in paragraph (b) above.

      (g)   Patio Inducement. The Lessor agrees that the Lessee may construct a
            patio (the "Second Floor Patio") on the second floor parking deck
            facing Nelson Street approximately in the area shown on Schedule "A"
            hereto comprising a space of approximately 2,500 square feet. The
            Lessor agrees to provide the Lessee with an inducement of $20,000.00
            plus GST (the "Patio Inducement") towards the cost of constructing
            the Second Floor Patio. The Patio Inducement will be paid to the
            Lessee upon substantial completion of the




                                       17
<PAGE>

            Second Floor Patio. Construction of the Second Floor Patio is
            subject to approval by the City of Vancouver. Provided the Second
            Floor Patio is approved by the City of Vancouver and constructed by
            the Lessee, no parking will be permitted by the Lessor within such
            space, and exclusive use of the Second Floor Patio shall be provided
            to the Lessee at no charge during the Term and any renewals thereof.
            The Lessor also agrees that it will replace the roof railings with
            metallic coloured railings and the ramp railings will have
            perforated infill panels installed, also with a metallic finish, all
            subject to City approval.

      (h)   Washroom Inducement. The Lessor will provide an inducement to the
            Lessee up to a maximum of $15,000.00 (plus GST) per existing
            washroom in the Remainder Premises towards their repair and
            refinishing, such inducement to be paid to the Lessee as at the date
            the repairs and refinishing to an existing washroom are
            substantially complete.

      (i)   Electrical, Mechanical and Lighting Inducement. The Lessor agrees to
            provide to the Lessee an inducement (the "EML Inducement") in an
            amount equal to $10.50 per square foot of the Rentable Area of the
            Remainder Premises (plus GST) towards the cost of electrical,
            mechanical and lighting replacements only, such inducement to be
            paid to the Lessee on the Commencement Date of the applicable
            portion of the Remainder Premises. The Lessee agrees to install
            electrical, mechanical and lighting replacements (the "EML
            Improvements") in the Remainder Premises of a quality consistent
            with those installed by the Lessee in the Original Premises and
            having a value of not less than the amount of the EML Inducement.
            The Lessee further agrees that the EML Improvements will be
            installed by the Lessee on or before July 1, 2004, and if not
            installed by such date, the Lessee agrees to refund the EML
            Inducement to the Lessor forthwith.

      (j)   Main Entry.

            (i)   The Lessor agrees to renovate and refinish the main entry to
                  the Building (the "Main Entry"). The Lessor will replace the
                  vertical portion of the glass atrium and entrance doors as
                  part of its exterior work, provide a new elevator cab in the
                  existing shaft adjacent to the Main Entry with finishes
                  consistent with those to be installed in the Main Entry, and
                  complete handicap access along with sufficient heating and
                  electrical for this space. The Lessor also agrees to supply
                  and install new finishes to the Main Entry interior including
                  new handrails of a quality consistent with those installed in
                  the Lessee's existing interior stairwell, wall finishes, floor
                  finishes, drywall ceiling treatments with recessed lighting,
                  new interior glazing, drywall applied under the stair risers,
                  and replacement of nine (9) existing fire doors leading from
                  the Main Entry into the Building (the "Refinishing Work"). The
                  Lessor will be responsible for the cost of the Refinishing
                  Work up to a maximum of $175,000. The Lessee agrees to prepare
                  drawings and specifications for the Refinishing Work within
                  thirty (30) days of the effective date of this Lease. The
                  Lessor will complete the Refinishing Work and should the cost
                  thereof exceed the budget of $175,000, then the excess cost
                  will be reimbursed by the Lessee to the Lessor forthwith. The
                  Lessee will be exclusively entitled to the use of the Main
                  Entry, subject only to the right of the Vancouver English
                  Centre, their successors or assigns, or other tenants leasing
                  the Remainder First Floor Premises to use the Main Entry as an
                  emergency exit and for handicap access, if required, and that
                  in the event of a fire alarm the Main Entry stairwell is
                  required for exiting from the roof parking level.




                                       18
<PAGE>
           (ii)    The Lessor represents to the Lessee that to its information
                   and belief cooling will not be required for the Main Entry in
                   order to maintain in the Main Entry conditions of reasonable
                   temperature and comfort during normal business hours in
                   accordance with good standards of interior climate control
                   consistent with the standards expected within a Class B
                   professional office building. The Lessor agrees that if
                   cooling is required in the Main Entry to consistently
                   maintain reasonable temperatures during business hours, or if
                   reasonable temperatures (eg. 72(degrees) F) are not
                   maintained in the Main Entry when the doors from the Demised
                   Premises into the Main Entry are closed and as a consequence
                   the resources of the Lessee's HVAC system must be expended to
                   adjust temperatures in the Main Entry when the doors into the
                   Main Entry are opened during normal business hours, then, in
                   such event, the Lessor will at its own expense, install
                   appropriate cooling equipment or otherwise rectify the
                   problem to the satisfaction of the Lessee, acting reasonably.

      (k)   Demising. [Intentionally Deleted]

      (l)   Windows. The Lessor agrees to install exterior windows in the
            Remainder Premises. Windows shall be approximately twelve (12)
            linear feet by five (5) feet high in the middle of full exterior
            bays, with the exception of where exterior wall washrooms are
            located, where stairwells or other impediments make the installation
            of exterior windows impractical, and in second floor exterior bays
            where the vehicle ramp partially or completely passes by said
            exterior bays. The Lessee acknowledges and agrees that certain
            exterior windows installed by the Lessor can have larger dimensions
            than those specified herein. All existing exterior windows in the
            Demised Premises that have not already been replaced will be
            replaced;

      (m)   Common Areas. The Lessor will refinish the following common areas
            within the Building to a standard consistent with a Class B
            professional office building: refinish the easterly elevator cab
            interior; re-drywall and paint the lobby entrance off the parkade
            for the westerly elevator; replace the flooring in the westerly
            elevator; replace 3rd floor entry doors by the back elevator;
            re-drywall, paint and replace the flooring in the entrance lobby off
            the parkade for the easterly elevator; repaint common stairwells and
            replace lighting, if required, as agreed between the parties, each
            acting reasonably; refinish common secondary entrances, if required,
            as agreed between the parties, each acting reasonably, and refinish
            the common area off the easterly elevator within the Building; and
            construct and finish the common hallway on the first floor running
            east to west from the main entrance (the first floor lobby area in
            front of the westerly elevator shall have flooring consistent with
            the flooring installed in the Main Entry and t-bar ceilings with
            recessed lighting and the long corridor running between the two
            elevator lobbies shall have open ceilings with suspended lighting,
            painted walls and a sealed concrete floor).

4.8   Cash Inducement in Lieu of Lessor's Repairs/Work

      [Intentionally Deleted]

4.9   Allowances for Leasehold Improvements

      The Lessor agrees to provide to the Lessee the following allowances which
      are to be paid to the Lessee on or before the earlier of June 1, 2000 or
      the date the costs have been incurred for the following work (as evidenced
      by invoices), provided this Lease has been executed by the Lessee and no
      liens are registered against title to the Lands pertaining to the
      Leasehold Improvements:




                                       19
<PAGE>

      (a)   the sum of $32,000.00 (plus GST) to be applied by the Lessee to
            upgrade four washrooms located within the Initial Leased Premises;
            and

      (b)   the sum of $37,500.00 (plus GST) to be applied by the Lessee to
            construct a corporate entrance for the Demised Premises.

      The Lessee acknowledges that the Lessor will be solely entitled to the
      applicable input tax credit in respect of such payments.

4.10  Lessor's Seismic Upgrading

      The Lessor shall, at its own cost, seismically upgrade the Building in
      conjunction with completion of the exterior Building finishes to achieve
      not less than 88% of the current Vancouver building bylaw seismic
      requirements in both directions. The Lessor represents that:

      (a)   the sheer wall portion of this work is intended to be completed by
            February 28, 2002; and

      (b)   the balance of the seismic work consists of the application of
            reinforcement to certain exterior walls, and will be completed when
            exterior windows are installed or replaced in applicable areas of
            the Building.

      The Lessee acknowledges that certain Lessee improvements which are to be
      installed by the Lessee (and not the Lessor) may negatively impact the
      level of seismic compliance designed by the Lessor, in which event the
      Lessee shall be responsible, at its cost, for ensuring that said
      improvements are designed in a manner that maintains the Lessor's designed
      seismic compliance.

4.11  Deferment of Lessor's Repairs/Work on First Expansion Premises
      Improvements

      [Intentionally Deleted]

4.12  Responsibility for Repairs/Work to Base Building Systems

      The Lessor agrees that notwithstanding any other provision of this Lease,
      the Lessor shall be responsible for the repair and maintenance of all
      common base building systems which are included within the Demised
      Premises (including, without limitation, rain water leaders, conduits or
      wiring serving the common areas, and the sprinkler system mains), but that
      the costs of such repairs will be included in Operating Costs. The Lessor
      shall not be responsible for any systems installed by the Lessee.

4.13  Warranties on Leasehold Improvements

      At the termination or earlier expiry of the Term or any renewal thereof,
      the Lessee agrees to assign to the Lessor any outstanding warranties with
      respect to the Leasehold Improvements, to the extent that they are
      assignable.

                          PART 5 - CONDUCT OF BUSINESS

5.1   Permitted Use

      The Lessee shall not use or permit the Demised Premises or any part
      thereof to be used for any purpose other than for general administrative
      and field support office use associated with any




                                       20
<PAGE>

      software and computer engineering or development company or any other
      legally permitted use compatible with office buildings of comparable
      quality and approved in writing by the Lessor, such approval not to be
      unreasonably withheld or delayed. It is agreed that it shall not be
      unreasonable for the Lessor to withhold approval of a use which in the
      Lessor's reasonable opinion is not compatible with a professional office
      building. The Lessor hereby approves any sublease of a portion of the
      Demised Premises for use as a coffee bar/restaurant, provided that
      municipal approvals and permits are obtained.

5.2   Waste and Nuisance

      The Lessee shall not commit or suffer to be committed any waste upon the
      Demised Premises or any nuisance in or on the Demised Premises. The Lessee
      agrees that the Lessor may determine, acting reasonably, if any such state
      or condition exists. The Lessor acknowledges and agrees that the Lessee
      shall have the right to maintain a kitchen in the Demised Premises. The
      Lessee shall take all necessary steps to ensure that no odours escape from
      the Demised Premises into any other areas of the Building, including other
      tenants' premises.

5.3   Tidy Condition/Compliance With Laws

      The Lessee, at the end of each business day, shall leave the Demised
      Premises in a clean and tidy condition and shall be responsible for all
      janitorial services within the Demised Premises. The Lessee shall comply
      with all provisions of law governing the conduct of their business and
      their use of the Demised Premises including, without limitation, federal,
      provincial and/or municipal regulations which relate to the partitioning,
      equipment operation and use of the Demised Premises, and the making of any
      repairs, replacements, alterations or changes to the Demised Premises, and
      shall comply with all police, fire and sanitary regulations imposed by any
      duly constituted authority or regulations made by the Lessor or fire
      insurance underwriters, and shall observe and obey all governmental and
      municipal regulations and other requirements governing the conduct of any
      business conducted in or upon the Demised Premises, provided such
      compliance, observation or abeyance is made necessary by an act or
      omission of the Lessee or by those for whom the Lessee is responsible at
      law, or by the nature of the Lessee's business or by the manner in which
      the Lessee conducts its business.

5.4   Environment Warranty - Lessee

      The Lessee represents and warrants that to its knowledge it does not
      utilize any Hazardous Substances in its operations and the Lessee
      covenants, warrants and agrees with the Lessor that it will not bring
      Hazardous Substances onto the Demised Premises. The Lessee further
      covenants and agrees to indemnify the Lessor and its directors, officers,
      employees, agents, successors, and assigns from any and all liabilities,
      actions, damages, claims, remediation cost recovery claims, losses, costs,
      orders, fines, penalties, and expenses whatsoever (including all legal and
      consultants' fees and expenses and the cost of remediation of the Demised
      Premises and any adjacent property) arising from or in connection with:

      (a)   any breach of or non-compliance with the provisions of this Section
            by the Lessee; or

      (b)   the release of any Hazardous Substances at or from the Demised
            Premises related to or as a result of the use and occupation of the
            Demised Premises or any act or omission of the Lessee or any person
            for whom it is in law responsible.

      The obligations of the Lessee under this Section shall not survive the
      expiry or earlier termination of this Lease.




                                       21
<PAGE>

5.5   Signs

      The Lessee may install exterior Building signage and lobby and floor
      directory signage of a kind and size, and affixed or installed in a manner
      approved in writing by the Lessor (such approval not to be unreasonably
      withheld or delayed) and subject to the prior approval of the City of
      Vancouver where required. The Lessee shall also have the exclusive tenant
      identity related signage rights to the Building throughout the Term and
      any renewal thereof, subject only to the limited Smithe Street signage
      rights held by the Vancouver English Centre, the approval by the Lessor of
      the design and location of such signage, and to approval by the City of
      Vancouver where required.

5.6   Payment of Lessee's Expenses

      The Lessee shall pay promptly all business taxes, license fees, charges,
      telephone, garbage and utilities bills, taxes, sales taxes, value added
      taxes, duties and assessments now charged or to be charged in respect of
      the Lessee, the Basic Rent, Additional Rent, the business carried on by
      the Lessee and/or any installation made in or upon or any alteration or
      improvements made in or to or any moveable property brought on the Demised
      Premises and in particular fixtures, machinery and similar things of a
      commercial or industrial undertaking and to reimburse the Lessor to the
      extent and on account of any increase by way of insurance rate, taxes or
      rates levied by any municipal, public or governmental authority payable by
      the Lessor (other than Taxes which are governed by Section 3.7) if such
      increase is the direct or indirect result of anything done or omitted by
      the Lessee contrary to the provisions and covenants contained herein, or
      that is a result of any installation, alteration or improvement made in or
      upon the Demised Premises by the Lessee or any assignee, sub-lessee,
      invitee or licensee of the Lessee.


                                PART 6 - REPAIRS

6.1   No Obligation to Repair/Replace

      The Lessor shall be under no obligation to repair, maintain or replace the
      Lessee's installations, HVAC systems servicing the Demised Premises,
      alterations, additions, partitions and fixtures or anything in the nature
      of a leasehold improvement made or installed by or on behalf of the
      Lessee.

6.2   Repairs by Lessee

      The Lessee shall repair and maintain the Demised Premises and the
      Leasehold Improvements, and, without limitation, the HVAC equipment,
      plumbing, electrical equipment and all other utilities and facilities
      servicing the Demised Premises as would a careful owner, including glass
      (excepting exterior windows), locks and doors of the Demised Premises and
      shall leave the Demised Premises in good repair, including interior
      painting if such painting is required because of damage done by the Lessee
      to the Demised Premises, reasonable wear and tear excepted. The Lessee
      shall permit the Lessor to enter during normal business hours (except in
      the case of emergency, in which case the Lessor may enter at any time
      without notice) to view the state of repair and the Lessee shall repair
      according to notice in writing; PROVIDED HOWEVER, damage by fire,
      lightning and tempest and other casualty against which the Lessor is
      insured and structural repairs to the Building, including the roof and
      outside walls thereof, are expressly excepted from this covenant of the
      Lessee to repair. Except as otherwise provided for in this Lease, it is
      agreed by and between the parties hereto that mechanical, electrical,
      plumbing and




                                       22
<PAGE>

      other repairs to the base systems and structure of the Building shall be
      carried out by the Lessor and not by the Lessee, save and except for the
      Leasehold Improvements and damage done or caused by the Lessee or its
      agents, contractors, employees, licensees or invitees and save and except
      for damage from improper installation of fixtures installed by or on
      behalf of the Lessee.

6.3   Damage by Lessee

      If the Demised Premises or any part of the Building shall be damaged or
      destroyed through negligence, carelessness or misuse by the Lessee, its
      servants, agents, employees, invitees or anyone permitted by it to be in
      the Demised Premises, all costs and expenses of the necessary repairs,
      cleaning, replacements or alterations resulting therefrom shall be borne
      by the Lessee, and shall be paid by the Lessee to the Lessor forthwith on
      demand as Additional Rent.

6.4   Building Compliance/Ordered Upgrades

      The Lessee acknowledges that the condition of the Building is currently
      designated as "Legal, Non-Conforming" by the City of Vancouver. Any
      upgrades to the Demised Premises and/or Building including building
      systems ordered by the City of Vancouver as a result of the Lessor's
      Repairs/Work or the Leasehold Improvements that have received prior
      approval by the Lessor, or any other regulatory body having jurisdiction
      over the Building, during the Term (but not as a result of any Leasehold
      Improvements constructed or installed by the Lessee during any renewal
      thereof) shall be at the sole cost and expense of the Lessor. The Lessor
      agrees that in the event the Lessor is required by the City or other
      governmental authority to complete upgrades to the Building and such work
      materially disrupts the Lessee's operations, Rent will abate for such
      period of time and with respect to such portion of the Demised Premises as
      are affected by such disruption.

6.5   Alterations

      The Lessee shall not cause or permit to be caused any waste or damage,
      disfiguration or injury to the Demised Premises or the Building or the
      fixtures and equipment thereof or cause or permit to be caused any
      overloading of electrical or other systems of the Building or the floors
      thereof; and not place therein any safe, heavy business machine, or other
      heavy thing, without first obtaining the express consent in writing of the
      Lessor. The Lessee shall not make or permit to be made any alterations,
      additions or improvements to the Demised Premises or the Building systems
      or any part thereof without first obtaining the prior express consent in
      writing of the Lessor, and without using contractors or other qualified
      workmen first designated or approved by the Lessor in writing, such
      consent not to be unreasonably withheld or delayed. Notwithstanding the
      foregoing, the Lessee shall be entitled to make any non-material
      alterations, installations or renovations to the Demised Premises without
      the consent of the Lessor provided the Lessee gives written notice to the
      Lessor that such work will be performed.

6.6   Increase in Insurance

      The Lessee shall pay to the Lessor the amount of the increase for any
      insurance coverage to the extent that such increase is directly
      attributable to any action by the Lessee under this Lease, and the Lessee
      covenants that such insurance shall not thereby be made liable to
      avoidance or cancellation by the insurer by reason of such alterations,
      additions or improvements.




                                       23
<PAGE>

6.7   Plans and Specifications

      The Lessee when requesting the Lessor's consent to said alterations,
      additions or improvements, shall submit to the Lessor five (5) copies of
      all plans and specifications for said alterations, additions or
      improvements. Such plans and specifications shall include but not be
      limited to details of architectural, electrical, mechanical, heating,
      ventilating and air conditioning and plumbing work and such other items
      and information as the Lessor may reasonably require, all as drawn to
      scale. Plans and specifications shall include dimensions, materials and
      colour and texture specifications and colour chips where appropriate. All
      reasonable costs, expenses and fees of the Lessor incurred in respect to
      such work shall be paid as Additional Rent by the Lessee on demand.

6.8   Non-compliance

      In the event that the Lessor determines that any alterations, additions or
      improvements made to the Demised Premises or the Building systems serving
      the Demised Premises do not comply with all applicable statutes,
      regulations or bylaws of any municipal, provincial or other governmental
      authority, and the Lessee, after receipt of notice from the Lessor, does
      not rectify such non-compliance with due diligence, then the Lessor's
      designated contractors may, at the Lessor's option, rectify or repair said
      deficiency which shall be at the Lessee's sole cost and expense, the same
      to be paid as Additional Rent by the Lessee to the Lessor upon demand.

6.9   Lessor's Property/Fixtures

      All alterations, additions, floor coverings, light fixtures and
      improvements made to or installed upon or in the Demised Premises and the
      Building (including, without limitation, the Leasehold Improvements) and
      which in any manner are attached in, to, on or under the floors, walls or
      ceilings shall immediately upon affixation be and become the property of
      the Lessor without any payment by the Lessor to the Lessee, except that
      the Lessee will have the right, but not the obligation, to remove:

      (a)   the emergency generator and the uninterrupted power supply backup
            system installed by the Lessee, provided the Lessee repairs at its
            cost all damage caused by such removal; and

      (b)   any trade fixtures which were approved by the Lessor and installed
            upon or in the Demised Premises, by either the Lessor or the Lessee
            (including, without limitation, all telephone systems and security
            systems, but excluding card access related equipment, cameras
            viewing common or exterior areas and related monitors, and the
            wiring for same, paid for by the Lessor), in which event the Lessee
            covenants and agrees to make good any damage or injury caused to the
            Demised Premises resulting from such removal.

      For further certainty, the Lessor acknowledges and agrees that
      notwithstanding the Lessor's ownership interest in the Leasehold
      Improvements as of the date they become affixed to the Demised Premises or
      the Building, the Tenant will continue to have an insurable leasehold
      interest in the Leasehold Improvements throughout the Term, the value of
      such insurable interest being the cost incurred by the Lessee to install
      the Leasehold Improvements, less any inducements, allowances and all other
      contributions by the Lessor, direct or indirect, amortized on a straight
      line basis commencing from the effective date of this Lease over the
      course of the Term. The insurable leasehold interest of the Lessee in the
      Leasehold Improvements will therefore decline over the course of the Term
      and the insurable ownership interest of the Lessor in the Leasehold
      Improvements will correspondingly increase over the course of the Term.
      The




                                       24
<PAGE>

      Lessee shall inform the Lessor in writing from time to time and at any
      time upon request from Lessor of the costs incurred by the Lessee to
      install the Leasehold Improvements.

6.10  No Liens

      The Lessee shall not permit, do, or cause anything to be done to the Lands
      and Building or the Demised Premises which would allow any lien, lis
      pendens, judgment or certificate of any Court to be imposed or to remain
      upon the Demised Premises, its contents, or the Lands and Building. In the
      event of the registration of any such lien, the Lessee shall at its own
      expense immediately cause the same to be discharged.

6.11  Destruction of Demised Premises

      In the event that the Demised Premises or the Building or any part thereof
      shall, at any time during the Term, be destroyed or damaged by fire,
      lightning, tempest, explosion, act of God or the Queen's enemies, so as to
      render the Demised Premises unfit for the purposes of the Lessee, then the
      Rent hereby reserved, or a proportionate part thereof, according to the
      nature and extent of the destruction or damage sustained, shall abate,
      such suspension in the case of destruction or damage to be until the
      Demised Premises have been rebuilt (including Leasehold Improvements) and
      made fit for the Lessee's repair or replacement of its trade fixtures and
      chattels; provided that either the Lessor or the Lessee shall have the
      option, in the event the Building or a substantial part thereof being
      substantially destroyed or damaged such that the Building or any part
      thereof cannot be repaired within one hundred eighty (180) days of the
      commencement of repair and rebuilding as determined by the Lessor's
      architect, acting reasonably, such determination to be made and
      communicated to each of the Lessor and the Lessee within sixty (60) days
      after such destruction or damage occurring, to terminate this Lease on
      giving to the other party within thirty (30) days after receipt of such
      architect's determination notice in writing of its intention to so
      terminate this Lease, and thereupon Rent and any other payments for which
      the Lessee is liable under this Lease shall be apportioned to a date being
      sixty (60) days after such notice is given, and the Lessee shall on such
      latter date immediately deliver up vacant possession of the Demised
      Premises to the Lessor. If such option is not exercised, the Lessor shall
      diligently rebuild the Demised Premises (including erecting and installing
      the Leasehold Improvements) to the extent of its obligations as described
      in this Lease (provided that the Lessor shall not be obligated to provide
      any loans, allowances or inducements to the Lessee).


                         PART 7 - COMMON AREAS/SERVICES

7.1   Control of Common Areas and Facilities

      The Lessor shall at all times have the right of control over the common
      areas and common facilities of the Lands and Building and sidewalks
      adjacent to the Lands. Such control includes control of security,
      deliveries, contractors present in the Building, signs, traffic control,
      access, the hours of operation and the use made by the Lessee and/or the
      public of such common areas and common facilities.

7.2   Building Services

      Subject to Force Majeure, the Lessor agrees, in addition to other common
      area services, to provide the Lessee with access to common area lighting,
      common area electrical service, elevator usage (including exclusive use of
      the westerly elevator closest to Mainland Street and the shared use with
      the Vancouver English Centre of the easterly elevator) parking and HVAC
      seven (7)




                                       25
<PAGE>

      days a week twenty-four (24) hours per day. As required, the Lessee may
      install, at its sole cost, a card access security system for the doors
      within the Building servicing solely the Demised Premises. Wherever
      reasonably practical, electrical costs for the Demised Premises will be
      metered by the Lessor, at the sole cost of the Lessor, and the full amount
      of said costs, including Sales Taxes, charged directly to the Lessee as
      Additional Rent based upon the BC Hydro Schedule 1220 for Commercial
      Accounts (or comparable replacements thereof if said schedule is
      discontinued or modified by BC Hydro or a successor provider of electrical
      utilities). The Lessee agrees to pay its share of hydro used by or
      benefiting the Lessee that is not directly metered, as estimated by the
      Lessor acting reasonably, as an Operating Cost. The Lessee shall also
      reimburse the Lessor, based upon the rates charged to the Lessor for said
      utilities from time to time, for the Lessee's natural gas and excessive
      water consumption, it being agreed that installation of an open loop water
      based air-conditioning system by the Lessee shall constitute excessive
      water consumption and a closed loop water based air-conditioning system
      shall not constitute excessive water consumption provided such system is
      operating properly. The Lessor also agrees that all utility invoices will
      show how the invoice was calculated showing usage, time frame of usage and
      related costs based upon the rates and charges described herein.

7.3   Building Alarm

      The Lessee acknowledges that the Lessor currently alarms the Building with
      perimeter protection and motion detector protection between approximately
      11:45 p.m. and 7:00 a.m. daily. The Lessee agrees to use efforts in
      preventing its employees and invitees from entering any common hallways in
      the Building with motion detectors during these alarm activation hours,
      and agrees to reimburse the Lessor for the Lessor's direct costs resulting
      from alarms caused by the Lessee, the Lessee's employees and the Lessee's
      invitees. The Lessor and the Lessee agree to work together to disengage
      alarms in areas of the Building which will be frequented by the Lessee to
      accommodate the Lessee's reasonable working requirements.




                                       26
<PAGE>

7.4   Parking

      (a)   Subject to the second paragraph of this Section 7.4, the Lessee
            shall have the right to rent random or reserved (provided that
            exterior wall reserved stalls are available, failing which requested
            reserved stalls shall be random stalls) parking stalls in the
            Building based upon its Proportionate Share of the parking stalls in
            the Building throughout the Term and any renewals thereof, and to
            have the Lessor or Lessor's agent at the Lessee's cost post signage
            identifying any - reserved parking stalls which the Lessee has
            rented. The rental rates for the parking stalls are subject to
            adjustment by the Lessor to 80% of the market rates for Yaletown
            random and reserved parking stalls from time to time. Further, the
            Lessee shall have the exclusive right to, and shall rent during the
            Term and any renewal thereof, the reserved parking on the second and
            third floor adjacent to the Building and around the ramp leading to
            the parking area and the current parking attendant booth as well as
            the parking on the ramp, which parking area shall be included in the
            foregoing parking ratio. The Lessee shall give the Lessor at least
            one and one-half (1 1/2) months' notice from time to time indicating
            the number of additional parking stalls it wishes to rent.

      (b)   It is agreed that the Lessee shall have the right to cancel any or
            all of said parking stalls upon not less than one (1) calendar
            months' written notice. Should the Lessee wish to reinstate the use
            of any parking stalls, it shall provide the Lessor with three (3)
            months' notice in writing.

      (c)   It is further agreed that in the event that the Lessor deems it
            necessary to carry out maintenance work to the roof area of the
            Building the Lessor shall have the right to temporarily suspend the
            Lessee's parking privileges for affected parking stalls during the
            period reasonably required for said work, it being understood that
            the parking rates for such affected parking stalls shall abate for a
            corresponding period.

7.5   Storage and Emergency Generator Rooms

      Notwithstanding anything in this Lease to the contrary, it is acknowledged
      and agreed that the Lessor will not provide 1,000 to 1,400 square feet of
      storage premises in the Building for the Term of this Lease and any
      renewals thereof. However, the Lessor agrees that in lieu of providing
      such storage space the Rent payable by the Lessee will be reduced to $8.00
      gross per square foot per annum during the Term for 1,200 square feet of
      Rentable Area of the Demised Premises, and at market rates for such deemed
      storage space in the Building during any renewals of this Lease. The
      Lessee shall not be obligated to use such space as storage space. The
      emergency generator space shall be maintained in the location existing as
      of the date of this Lease. Any disputes as to the market rate for such
      spaces will be resolved in the manner set out in Section 15.4. The parties
      agreed that the provisions of Sections 4.3, 4.4, 4.7 and 7.4, shall not
      apply to the emergency generator space.

7.6   Refuse and Deliveries

      The Lessee shall not place or leave or permit to be placed or left in or
      upon any part of the Lands and Building any debris or refuse except as
      allowed by the Lessor at specific times for refuse, deposit and pick-up in
      areas indicated by the Lessor. In addition, all deliveries for the Lessee
      shall be in such areas designated by the Lessor for that purpose. The
      Lessor agrees that the Lessee shall have the right, at its option to be
      exercised by written notice to the Lessor, to assume responsibility for
      refuse collection from the Lessor.




                                       27
<PAGE>

7.7   Directory Board

      The Lessor shall not be obligated to maintain a directory board for the
      Building.

7.8   Satellite and Communications

      (a)   Subject to the Lessee obtaining at its cost all required regulatory
            and governmental approvals, the Lessor shall permit the Lessee to
            place satellite transmission or receiving or other communication
            equipment related to the conduct of its business on the roof of the
            Building covering an aggregate area of not greater than 150 square
            feet at any time during the Term of this Lease or any renewals
            thereof, at the Lessee's cost. The Lessor shall not charge rent of
            any kind or nature for such use by the Lessee, provided further that
            the Lessor shall approve the location of such equipment prior to
            installation of same, such approvals not to be unreasonably withheld
            or delayed, and the Lessor, acting reasonably may relocate such
            equipment from time to time at the Lessor's cost. Any direct
            increase in Operating Costs for the Building attributable to
            maintenance and use of this equipment will be paid for entirely by
            the Lessee as Additional Rent.

      (b)   Notwithstanding the foregoing, it is agreed that said communication
            equipment shall not be placed in any areas which limit or restrict
            parking or vehicular movement on the roof of the Building. In the
            event that the Lessor elects to perform repair or maintenance work
            in a roof area covered or impacted by said communication equipment,
            the Lessee agrees, upon not less than fourteen (14) days' written
            notice, to temporarily relocate said equipment at its cost.

      (c)   The Lessee shall have twenty-four (24) hour access to
            telecommunications centres within the Building other than those
            rented to other parties on an exclusive basis, it being understood
            that during periods when the Building is alarmed the Lessee shall
            employ, at the Lessee's cost, the Lessor's alarm response company to
            access the telecommunication centres. The Lessor will facilitate the
            Lessee getting additional telecommunications carriers into the
            Building. The Lessee shall be permitted to route communications
            cabling and such wiring and ducting as may be required for its
            emergency generator and communications equipment throughout the
            common areas of the Building between their various spaces or through
            premises leased by other tenants (to the extent required, the Lessee
            acting reasonably, and to the extent the Lessor can accommodate,
            acting reasonably), provided that the Lessee does so with as little
            disruption to other Building occupants as reasonably possible and is
            liable for any damage to the Building or any portion thereof as a
            result of said cabling.

7.9   Bicycle Storage

      The Lessor agrees to provide to the Lessee, free of charge, an area for
      bicycle storage in the loading dock area, mutually acceptable to both
      parties, during the Term of this Lease and any renewal thereof. At the
      Lessor's cost, the Lessor will relocate the Lessee's existing bike racks
      from the generator room, provide additional bike racks if required,
      construct a stud and drywall enclosure (subject to City approval), and
      install card access permitting access to only authorized personnel of the
      Lessee provided that the Lessor shall not have any liability for any theft
      or damage to any bikes in the bicycle storage area unless such theft or
      damage results from the negligence or wrongful act of the Lessor or those
      for whom, in law, the Lessor is responsible. It is agreed that the
      provisions of Sections 4.3, 4.4, 4.7 and 7.4 shall not apply to said
      bicycle storage area. Notwithstanding the foregoing, it is agreed that
      said bicycle storage area may be




                                       28
<PAGE>

      relocated by the Lessor, at its cost, from time to time throughout the
      Term and any renewal thereof to an alternative area within, on top of, or
      adjacent to the Building.

7.10  Floor Loading

      The Lessor hereby represents and warrants that the floor loading capacity
      of the first floor of the Building is at least 100 lbs. per square foot,
      live load, and the floor loading capacity of the second floor of the
      Building is at least 150 lbs. per square foot, live load, and the floor
      loading capacity of the third floor of the Building is at least 50 lbs.
      per square foot, live load.


                       PART 8 - ASSIGNMENT AND SUBLETTING

8.1   Assignment

      The Lessee agrees not to assign this Lease or any interest herein, or
      sublet, license, transfer or part with possession of the Demised Premises
      or any part thereof (collectively called an "Assignment") without first
      obtaining the prior express consent in writing of the Lessor, which
      consent shall not be unreasonably withheld or delayed, provided in all
      cases the Lessee and the Indemnifier remain bound by the terms, conditions
      and covenants of this Lease. In requesting the Lessor's consent, the
      Lessee shall give the Lessor no less than ten (10) business days' written
      notice of the terms of any contemplated Assignment, which notice shall
      specify the name and address of the proposed sublessee, assignee or
      licensee with such financial statements, credit, character and other
      references and information (including the type of business proposed to be
      conducted and carried out on the Demised Premises) as the Lessor may
      reasonably require. In the event that the Lessor should consent to any
      such Assignment, the Lessor shall nevertheless, and does hereby reserve
      its right to approve any further Assignment, and may require, as a
      condition of the Lessor giving its consent to an assignment (but not to a
      sublease), that the assignee, sublessee, licensee or person taking
      possession covenant directly with the Lessor to observe and perform the
      Lessee's obligations contained in this Lease. The acceptance of Rent from
      or the performance of any obligation hereunder by a person other than the
      Lessee shall not be construed, in the absence of the prior express consent
      in writing of the Lessor, as an admission by the Lessor that such person
      has any right to or interest in the Demised Premises. Except with the
      express written consent of the Lessor, no permitted Assignment shall
      release the Lessee or the Indemnifier of their obligations hereunder. The
      Lessee shall pay to the Lessor as Additional Rent the reasonable costs and
      fees of the Lessor associated with any request for a consent to an
      Assignment.

8.2   Reorganization, Change in Ownership or Use by Affiliate

      The Lessor agrees that a reorganization, merger, sale, partnership change
      or other change in ownership interest of the Lessee shall not be deemed to
      be an Assignment within the meaning of Section 8.1, for which the Lessee
      must obtain the prior consent in writing of the Lessor. It is further
      agreed that the use by, assignment to, or the subleasing to any
      subsidiary, affiliate, parent company which owns or controls the Lessee,
      or successor of the Lessee shall not be deemed an Assignment under Section
      8.1, provided the Lessee and the Indemnifier remain bound by the terms,
      conditions and covenants of this Lease.




                                       29
<PAGE>

                               PART 9 -- INSURANCE

9.1   Lessee to Insure

      The Lessee will take out and keep in force during the Term of this Lease
      all perils replacement cost insurance for the Lessee's trade fixtures,
      furniture and equipment, commercial general liability (including bodily
      injury, death and property damage) and tenant's legal liability insurance
      all in amounts and with policies and forms satisfactory from time to time
      to the Lessor (but in any event not less than $5,000,000.00 inclusive
      limits) each with insurers and upon terms acceptable to the Lessor. Each
      such policy shall name the Lessor as an additional insured as its interest
      may appear and shall provide that the insurer shall not have any right of
      subrogation against the Lessor on account of any loss or damage covered by
      such insurance or on account of payments made to discharge claims against
      or liabilities of the Lessor, by such insurance. The cost of premium for
      each and every such insurance policy shall be paid by the Lessee. The
      Lessee shall obtain from the insurers under such policies undertakings to
      notify the Lessor in writing at least thirty (30) days prior to any
      cancellation thereof or any material change therein. The Lessee agrees at
      the request of the Lessor to forthwith provide the Lessor with written
      evidence of the existence of the insurance policies described herein. The
      Lessee shall not do or omit or permit to be done or omitted upon the
      Demised Premises anything which shall cause the rate of insurance upon the
      Building to be increased and the Lessee shall comply with any and all
      requirements pertaining to the Demised Premises of any insurance
      organization or company necessary for the maintenance of reasonable fire
      and other insurance covering the Demised Premises or the Building.

9.2   Lessor to Insure

      (a)   The Lessor shall throughout the Term carry:

            (i)   insurance on the Building (excluding the foundations and
                  excavations) and the Leasehold Improvements (including,
                  without limitation, the HVAC system for the Demised Premises)
                  machinery, boilers and equipment in or servicing the Building
                  and owned by the Lessor or the owners of the Building
                  (excluding any property which the Lessee is obliged to insure
                  under Section 9.1) against damage by fire and extended perils
                  coverage;

            (ii)  public liability and property damage insurance with respect to
                  the Lessor's operations in the Building; and

            (iii) such other form or forms of insurance as the Lessor reasonably
                  considers advisable. Such insurance shall be in such
                  reasonable amounts and with such reasonable deductibles as
                  would be carried by a prudent owner of a reasonably similar
                  building, having regard to size, age and location.
                  Notwithstanding any other provision of this Lease, the
                  Lessor's insurance shall contain a waiver of subrogation by
                  the insurers against the Lessee and its subtenants to the
                  extent such waiver is commercially available.




                                       30
<PAGE>

      (b)   The Lessor's insurance shall name the Lessee as an additional
            insured, as to its interest, and in the event that the Building and
            the Leasehold Improvements are destroyed or damaged to such an
            extent that the Lessor elects not to rebuild the Building and the
            Leasehold Improvements, then the Lessor and the Lessee shall share
            the proceeds of insurance as their respective interests may appear
            herein.

                 PART 10 - EXCLUSION OF LIABILITY AND INDEMNITY

10.1  Lessee's Indemnity

      The Lessee shall indemnify and save harmless the Lessor from and against
      any and all claims of any kind whatsoever arising out of the Lessee's use
      of or presence in the Demised Premises, including without limiting the
      generality of the foregoing, all claims for personal injury, sickness or
      death or property damage suffered by the Lessor or by any other tenant of
      the Lands and Building arising out of the use of or presence in the
      Demised Premises or the Building or arising out of the conduct of any work
      or through any act or omission of the Lessee or any assignee, subtenant,
      agent, contractor, servant, employee, invitee or licensee of the Lessee or
      by reason of any breach of a term of this Lease by the Lessee and, against
      and from all costs, counsel fees, expenses and liabilities incurred in or
      resulting from any claim, action or proceeding brought thereon, unless
      such claim is caused by the Lessor or those for whom the Lessor is, at
      law, responsible. This indemnity shall survive the expiration of this
      Lease.

10.2  Lessor's Indemnity

      Notwithstanding any other provision of this Lease, the Lessor shall
      indemnify the Lessee and save it harmless from all direct loss (excluding
      economic or consequential loss), claims, actions, damages, liability and
      expense in connection with loss of life, personal injury, damage to
      property or any other loss or injury whatsoever arising out of the
      negligence of the Lessor, or any breach of the Lessor's obligations under
      this Lease, or occasioned wholly or in part by any negligent act or
      omission of the Lessor or any one for whom the Lessor is responsible at
      law, except where expressly authorized by any other provision of this
      lease. If the Lessee shall, without fault on its part, be made a party to
      any litigation commenced by or against the Lessor, then the Lessor shall
      protect, indemnify and hold the Lessee harmless in connection with such
      litigation.

10.3  Exclusion of Liability

      The Lessor, its agents, servants and employees, shall not be liable nor
      responsible in any way for any damage or injury to any property of the
      Lessee which is entrusted to the care and control of the Lessor, its
      agents, servants or employees nor for any personal or consequential injury
      of any nature whatsoever that may be suffered or sustained by the Lessee
      or any employee, agent, customer, invitee or licensee of the Lessee or any
      other person who may be upon the Lands and Building or the Demised
      Premises or for any loss of or damage or injury to any property belonging
      to the Lessee or to its employees or to any other persons while such
      property is on the Lands and Building or the Demised Premises and, in
      particular but without limiting the generality of the foregoing, the
      Lessor shall not be liable for any damage or damages of any nature
      whatsoever to any such property caused by the failure by reason of a
      breakdown or other cause, to supply adequate drainage, heating, air
      conditioning, ventilation, snow or ice removal, or by reason of the
      interruption of any public utility or service or in the event of steam,
      water, rain or snow which may leak into, issue, or flow from any part of
      the building or from the water, steam, sprinkler, or drainage pipes or
      plumbing works of the same, or from any other place or quarter or for any
      damage caused by anything done or omitted by any tenant of the Building,
      unless such claim is directly caused by the Lessor or those for whom the
      Lessor is, at law, responsible. The




                                       31
<PAGE>

      Lessee shall not be entitled to any abatement of rent in respect of any
      such condition, failure or interruption of service; and the Lessor, its
      agents, servants, employees or contractors, shall not be liable for any
      damage suffered to the Demised Premises or the contents thereof by reason
      of the Lessor, its agents, employees or contractors, entering upon the
      Demised Premises to undertake the examination thereof or any work therein
      in the case of any emergency.


                     PART 11 -- LESSOR'S RIGHTS AND REMEDIES

11.1  Default

      If and whenever the Rent (including Additional Rent) hereby reserved or
      any part thereof shall not be paid on the day appointed for the payment
      thereof and the Lessee fails to remedy such breach within three (3)
      business days of notice thereof by the Lessor, or in case of breach or
      non-observance or non-performance by the Lessee of any of the covenants,
      agreements, provisos, conditions or rules and regulations on the part of
      the Lessee to be kept, observed or performed and the Lessee fails to
      remedy such breach within fifteen (15) days of notice thereof by the
      Lessor (or immediately in the case of an emergency or such shorter period
      as required by any lawful governmental authority) or, if such breach
      cannot reasonably be remedied within fifteen (15) days, the Lessee fails
      to commence to remedy such breach within such fifteen (15) day period or
      thereafter fails to proceed diligently to remedy such breach, or if
      without the written consent of the Lessor, the Demised Premises shall be
      used by any person other than the Lessee, the Lessee's permitted assigns
      or permitted sub-lessees, or for any purpose other than that for which the
      Demised Premises were leased, or in case the Term shall be taken in
      execution or attachment for any cause whatever, then and in every such
      case it shall be lawful for the Lessor thereafter to immediately and
      without notice enter into and upon the Demised Premises or any part
      thereof in the name of the whole and the same to have again, repossess and
      enjoy as of its former estate, notwithstanding anything to the contrary
      herein.

11.2  Termination of Lease

      If the Term hereof shall be at any time seized in execution or attachment
      by any creditor of the Lessee or if a receiver or receiver-manager is
      appointed in respect of any property of the Lessee or the Lessee shall
      make any assignment for the benefit of creditors or shall make any bulk
      sale or become bankrupt or insolvent or take the benefit of any statute
      now or hereafter in force for bankrupt or insolvent debtors, or, if the
      Lessee is a corporation and any order shall be made for the winding-up of
      the Lessee, or other termination of the corporate existence of the Lessee,
      then in any such case this Lease shall, at the option of the Lessor, cease
      and determine and the Term shall immediately become forfeited and void and
      the then current month's Rent and the next ensuing three (3) months' Rent
      (including Additional Rent) shall immediately become due and be paid and
      the Lessor may immediately claim the same together with any arrears then
      unpaid and any other amounts owing to the Lessor by the Lessee and the
      Lessor may without notice or any form of legal process forthwith re-enter
      upon and take possession of the Demised Premises and become the owner of
      the Lessee's effects (save and except for any software which shall remain
      owned by the Lessee in any event) and remove the Lessee's effects
      therefrom, any statute or law to the contrary notwithstanding, the whole
      without prejudice to, all other rights, remedies and recourses of the
      Lessor.

11.3  Payment of Lessor's Expenses

      If at any time an action is brought for recovery of possession of the
      Demised Premises, or the recovery of Rent or any part thereof, or because
      of a breach by act or omission of any covenant




                                       32
<PAGE>

      contained herein on the part of the Lessee, and a breach is established,
      the Lessee shall pay to the Lessor all expenses incurred by the Lessor in
      the enforcement of its rights and remedies hereunder including reasonable
      legal expenses on a solicitor and own client basis.

11.4  Right of Lessor to Perform Lessee's Covenants

      If at any time, and so often as the same shall happen, the Lessee shall
      make default in the observance or performance of any covenant contained
      herein on its part to be observed or performed and has not cured such
      default following written notice thereof pursuant to Section 11.1 hereof,
      then the Lessor may, but shall not be obligated so to do, without waiving
      or releasing the Lessee from its obligations under this Lease, itself
      observe and perform the covenant or covenants in respect of which the
      Lessee has made default or make payment of the monies the Lessee has
      failed to pay; and all costs and expenses incurred by the Lessor in the
      observance or performance of such covenant or covenants including without
      limitation reasonable legal costs as between solicitor and own client and
      any moneys so paid by the Lessor will, with interest thereon from the date
      of the incurring of such costs or expenses or payments of monies, at a
      rate equal to 3% per annum above the prevailing prime commercial lending
      rate then being published by any Canadian chartered bank designated by the
      Lessor, shall be a charge on the Demised Premises in favour of the Lessor
      in priority to the interest of the Lessee hereunder and of any person
      claiming through or under the Lessee, and all such costs, expenses and
      monies and interest thereon shall be payable by the Lessee to the Lessor
      forthwith on demand as Additional Rent. The Lessor shall have the same
      rights and remedies and may take the same steps for recovery thereof as
      for the recovery of Rent in arrears.

11.5  Re-entry

      On the Lessor becoming entitled to re-enter upon the Demised Premises
      under any of the provisions of this Lease, the Lessor, in addition to all
      other rights, shall have the right to immediately determine forthwith this
      Lease and the Term by leaving upon the Demised Premises notice in writing
      of its intention so to do, and thereupon Rent shall be computed,
      apportioned and paid in full to the date of such determination of this
      Lease and any other payments for which the Lessee is liable hereunder
      shall be paid and the Lessee shall immediately deliver up vacant
      possession of the Demised Premises to the Lessor, and the Lessor may
      re-enter and take possession thereof.

11.6  Right of Lessor to Seize

      If the Lessor is entitled to do so at law, the Lessor may seize and sell
      all the Lessee's goods and property which at any time have been located
      within the Demised Premises whether or not the same are at the time of
      seizure located within the Demised Premises or have been removed to
      another location, and apply the proceeds of such sale against Rent
      outstanding and upon the costs of the seizure and sale as provided for at
      law. The Lessee further agrees that if it leaves any Rent unpaid, the
      Lessor, in addition to any remedy otherwise provided at law or in equity,
      may seize and sell such goods and property of the Lessee at any place to
      which the Lessee or any other person may have removed them, in the same
      manner as if such goods and property had remained upon the Demised
      Premises.

11.7  Remedies for Non-payment

      In the event of default by the Lessee in payment of Additional Rent or any
      other amount payable by the Lessee hereunder, the Lessor shall have, in
      addition to any other right or remedy that the




                                       33
<PAGE>

      Lessor would otherwise have at law or in equity, the same rights and
      remedies that the Lessor would have in the case of default in payment of
      Rent.

11.8  Non-waiver

      No condoning, excusing or overlooking by the Lessor of any default, breach
      or non-observance by the Lessee at any time or times in respect of any
      covenant, proviso or condition contained herein shall operate as a waiver
      of or defeat or affect the Lessor's rights hereunder in respect of any
      continuing or subsequent default, breach or non-observance. No waiver
      shall be implied by anything done or omitted by the Lessor unless the
      Lessor gives an express written waiver to that effect.

11.9  Remedies Cumulative

      All rights and remedies of the Lessor in this Lease contained shall be
      cumulative and not alternative.

11.10 Interest

      The Lessee shall pay to the Lessor interest at a rate equal to 3% per
      annum above the prevailing prime commercial lending rate published from
      time to time by any Canadian chartered bank designated by the Lessor, on
      all payments of Rent, Additional Rent and all other sums required to be
      paid under this Lease which have become overdue so long as such monies
      remain unpaid.


                 PART 12 -- MORTGAGES AND ASSIGNMENTS BY LESSOR

12.1  Subordination

      This Lease is subject and subordinate to all mortgages including any deed
      of trust and mortgage securing bonds, and all indentures supplemental
      thereto which may now or hereafter affect such leases and the Lands and
      Building, and to all renewals, modifications, consolidations, replacements
      and extensions thereof. The Lessee agrees to execute promptly any
      certification and confirmation of such subordination as the Lessor may
      request. It is agreed by and between the parties hereto that
      notwithstanding any subordination of this Lease to mortgages as provided,
      the Lessee's obligations under the Lease shall remain in full force and
      effect notwithstanding any action at any time taken by a mortgagee to
      enforce the security of any mortgage, provided however that any such
      postponement or subordination shall reserve to the Lessee the right to
      continue in possession of the Demised Premises under the terms of this
      Lease so long as the Lessee shall not be in default hereunder.
      Notwithstanding the foregoing, the Lessee will not be required to attorn
      to a purchaser, mortgagee or trustee unless such third party enters into a
      non-disturbance agreement with the Lessee in a form satisfactory to the
      Lessee, acting reasonably.

12.2  Status Statement

      For the purpose of confirming the status of this Lease to any person,
      including a purchaser or proposed purchaser or mortgagee or proposed
      mortgagee of the Lands and Building, the Lessee shall from time to time
      and within seven (7) days of written request, execute and deliver to the
      Lessor a statement in writing certifying that this Lease is unmodified or,
      if modified, stating the modifications, that it is in full force and
      effect, the amount of the annual rent paid hereunder, the dates to which
      such rent and other charges hereunder have been paid, and whether there is
      any existing default on the part of the Lessor of which the Lessee has
      notice. The Lessee agrees that




                                       34
<PAGE>

      the statement so delivered shall be binding and may be relied upon by the
      person to whom it is directed.

12.3  Non-disturbance Agreement

      The Lessor agrees that concurrently with the execution of this Lease, it
      will provide the Lessee with non-disturbance agreements acceptable to the
      Lessee and the Lessor, both acting reasonably, from any mortgage holders
      or lien holders having priority to this Lease.

12.4  Registration

      The Lessee may at its option and at the cost and expense of the Lessee,
      cause this Lease or a Short Form Lease to be registered in the Vancouver
      Land Title Office. All expenses with respect to the said registration,
      including all governmental registration fees and if required, the costs of
      surveying the Demised Premises, or the Lands and Building and all other
      costs incidental to preparing a plan and documents in registrable form,
      shall be entirely borne by the Lessee.

                        PART 13 -- OVERHOLDING BY LESSEE

13.1  Month to Month Tenancy

      (a)   The Lessor shall grant to the Lessee the automatic provision to hold
            over the Demised Premises for up to six (6) months at the end of the
            Term at a monthly rent of 115% of the monthly Basic Rent payable
            during the last month of the Term plus the Lessee's Proportionate
            Share of Operating Costs and Additional Rent payable hereunder,
            provided the Lessee has notified the Lessor of its intention to
            waive its Option to Renew in Part 17 and notifies the Lessor in
            writing (the "Notice") of the date (the "Termination Date") the
            Lessee shall vacate the Demised Premises, it being understood and
            agreed that such Notice shall be delivered no later than nine (9)
            months prior to expiry of this Lease otherwise this Section 13.1
            shall be deemed waived.

      (b)   The tenancy created thereby shall be a month to month tenancy which
            will terminate on the Termination Date (and not earlier, except in
            the event of a default pursuant to Section 11.1 of this Lease), and
            shall not be deemed to be a tacit renewal of this Lease, and
            otherwise on the terms and conditions herein set out, save and
            except for any rights pursuant to Parts 16 or 17 hereof granted to
            the Lessee herein.


                          PART 14 - LESSOR'S COVENANTS

14.1  Lessor's Covenants

      The Lessor covenants with the Lessee, so long as the Lessee is not in
      breach of any of its covenants hereunder, as follows:

      (a)   Quiet Enjoyment. To permit, subject as herein provided, the Lessee
            to peaceably possess and enjoy the Demised Premises for the Term and
            any renewals without any disturbance or interruption by the Lessor
            or by its successors and assigns, or by any person claiming by,
            through or under the Lessor;

      (b)   Utilities. To make available to the Demised Premises electricity and
            power requirements pursuant to sections 4.7(a) and 4.7B(a) to this
            Lease, and, in normal quantities gas, water,




                                       35
<PAGE>
            and other public utilities generally made available to other tenants
            of the Building by the Lessor, unless otherwise provided for in the
            Lease, save and except that the Lessor shall not be obligated to
            provide heating and air conditioning of the Demised Premises,
            provided that the Lessor shall have no liability for failure to
            supply utilities when prevented from doing so by repairs, or causes
            beyond the Lessor's reasonable control;

      (c)   Repair and Maintenance. To repair or maintain and to keep in good
            repair as would a prudent owner the foundations, outer walls, roof,
            spouts and gutters of the Building and all of the common areas
            therein, parking areas, and the plumbing, sewage and electrical
            systems therein except to the extent that they are located on the
            Demised Premises or in any other portions of the Lands and the
            Building occupied by other tenants; provided that the Lessor shall
            use reasonable efforts in exercising its rights under this clause so
            as to minimize any interference with the Lessee's business and use
            of the Demised Premises, the Lessee shall not have any right to
            object to nor any right to any claim of damages or any reduction or
            abatement of Rent in respect of the exercise of the Lessor's rights
            under this clause. The Lessee shall permit the Lessor, its servants
            or agents upon forty-eight (48) hours' prior written notice (or
            without notice in the case of an emergency) to enter the Demised
            Premises from time to time for the purpose of inspecting and making
            repairs, alterations or improvements to the Building, and the Lessee
            shall not be entitled to compensation for any inconvenience,
            nuisance or discomfort occasioned thereby, provided the Lessor takes
            all practical measures to minimize any interference with the
            Lessee's business;

      (d)   Use of Common Areas. To permit the Lessee and its employees and all
            persons lawfully requiring communication with them to have the use
            in common with others of the entrance from the parking area and the
            stairways, corridors and easterly elevator in the Building
            (excepting those common areas for which the Lessee is entitled to
            exclusive access as set out in this Lease), subject to such
            reasonable rules and regulations as the Lessor may make in regard
            thereto from time to time, provided that the Lessor shall in no way
            be responsible or obligated for failure to enforce any rules and
            regulations in this regard. The Lessor agrees that the Lessee shall
            be entitled to exclusive access to the Main Entry, the westerly
            elevator closest to Mainland Street and the loading bays, except as
            otherwise provided in this Lease. The Lessee agrees that the costs
            of repairs and maintenance for the westerly elevator (other than the
            refinishing work described in section 4.7B(m) will be for the
            account solely of the Lessee, and will not be included in Operating
            Costs. When a card access security system is installed upon the
            Building by the Lessor the Lessee shall abide by any rules and
            regulations regarding the use of said system made by the Lessor and
            shall pay upon demand any costs or charges incurred by the improper
            use of the said system by the Lessee, its servants or agents;

      (e)   Lessor to Act Reasonably. The Lessor shall act reasonably and
            expeditiously to minimize the extent and duration of any stoppage,
            interruption or reduction of the services, systems and utilities
            servicing the Demised Premises. The Lessor shall give the Lessee
            reasonable advance notice of any planned stoppage, interruption or
            reduction, shall advise the Lessee prior to scheduling such work to
            enable the Lessee to schedule its business to minimize disruption,
            and shall to the extent commercially reasonable consider the
            Lessee's reasonable scheduling suggestions.

14.2  Environment Warranty - Lessor

      The Lessor represents and warrants that to its knowledge the Lands and the
      Building comply in all material respects with all applicable federal,
      provincial or local environmental, health and




                                       36
<PAGE>

      safety statutes and regulation, that there are no Hazardous Substances in
      the Building or in or about the Lands with the exception of underground
      oil tanks and of trace amounts of asbestos which potentially may remain
      within inaccessible areas, but to the Lessor's knowledge such areas meet
      or exceed acceptable levels for commercial buildings as determined by
      applicable governmental authorities (including, without limitation,
      regulations under the Workers Compensation Act (British Columbia)). The
      Lessor further represents and warrants that it will be responsible for the
      cost of removing any asbestos which is exposed on any floor of the
      Building during demolition, that it will repair any damage done to the
      Building as a result of such removal and that neither the Lands nor the
      Building are subject to any outstanding orders or directives pursuant to
      any judicial orders or safety statutes or regulations. Any future testing
      of any Hazardous Substances or potentially Hazardous Substances not caused
      by the Lessee or those for whom the Lessee is responsible at law shall be
      at the sole cost and expense of the Lessor, and if it is determined by the
      Lessor, or any regulatory body, that removal is necessary, the removal and
      disposal of the said substances shall be at the sole cost and expense of
      the Lessor. The Lessor agrees to indemnify the Lessee and its directors,
      officers, employees, agents, successors and assigns from any and all
      liabilities, actions, damages, claims, remediation cost recovery claims,
      losses, costs, orders, fines, penalties and expenses whatsoever (including
      all legal and consultants' expenses and the cost of remediation of the
      Building and any adjacent property) arising from or in connection with:

      (a)   any breach of or non-compliance with the provisions of this Section
            by the Lessor; or

      (b)   the existence of, or the release into the environment of, any
            Hazardous Substances in the Building or in or about the Lands caused
            by the underground oil tanks or by the Lessor or those for whom the
            Lessor is responsible for at law.

      The obligations of the Lessor under this Section shall not survive the
      expiry or earlier termination of this Lease.


                          PART 15 -- GENERAL CONDITIONS

15.1  Rules and Regulations

      The Lessor reserves the right to make such Rules and Regulations as in its
      judgment, acting reasonably, may from time to time be necessary and or
      desirable for the proper operation, safety, security, parking,
      environment, care, access and cleanliness of the Building and for the
      preservation of order and the Lessee agrees that it will abide thereby and
      that its employees, agents, servants and any others permitted by the
      Lessee to occupy or enter the Demised Premises will, at all times, abide
      by such rules and regulations of which it has notice, and that a default
      in the performance and observation thereof shall have the same effect as a
      default under any of the covenants or conditions of this Lease. The Rules
      and Regulations attached as Schedule "B" hereto shall be applicable until
      amended by the Lessor.

15.2  Notice

      Any notice, demand, request, consent or objection required or contemplated
      to be given or made by any provision of this Lease shall be given or made
      in writing and either delivered personally or sent by facsimile
      (604-687-6340) or by registered mail, postage prepaid, addressed:




                                       37
<PAGE>

      (a)   to the Lessor at:

                  520 -- 701 West Georgia Street
                  Vancouver, British Columbia
                  V7Y 1A1

            and to:

                  990 -- 1040 West Georgia Street
                  Vancouver, British Columbia
                  V6E 4H1

            and to:

                  905 Cambie Street
                  Vancouver, British Columbia
                  V6B 1A9

      (b)   or to the Lessee at:

                  840 Cambie Street
                  Vancouver, British Columbia
                  V6B 4J2
                  Attention:  Director of Facilities

      (c)   with a copy to the Lessee, at:

                  c/o 920 Disc Drive
                  Scotts Valley, CA
                  U.S.A
                  95066

                  Attention:  Corporate Real Estate Manager (Mail Stop S1/03/M8)

      or to such other address which either party may from time to time notify
      the other in writing. The time of giving or making such notice, demand,
      request, consent or objection shall be, if delivered or sent by facsimile,
      when delivered or transmitted, and if mailed, then on the 4th business day
      after the day of mailing thereof. In the event of a mail strike, mail
      slowdown or other labour dispute which might affect delivery of such
      notice, then all such notices and demands shall be delivered or
      transmitted by facsimile. If in this Lease two or more persons are named
      as Lessee such notice, demand, request, consent or objection shall be
      sufficiently given or made if and when the same shall be given to any one
      of such persons.

15.3  Showing of Premises

      The Lessee shall permit the Lessor or its agents or employees to show the
      Demised Premises to prospective investors, purchasers, agents, brokers and
      lenders at any time during the Term during normal business hours upon not
      less than twenty-four (24) hours' prior written notice to the Lessee, and
      to prospective tenants during the last nine (9) months of the Term (if the
      Term has not been renewed by the Lessee) during normal business hours upon
      twenty-four (24) hours' prior written notice to the Lessee, provided in
      each such case the Lessor is accompanied by the representative of the
      Lessee, the group consists of no more than three (3) persons and no
      pictures




                                       38
<PAGE>

      are taken within the Demised Premises and the Lessor shall act reasonably
      and shall not unduly disrupt the Lessee's use and quiet enjoyment of the
      Demised Premises.

15.4  Dispute Resolution

      In the event the Lessor and the Lessee are unable to agree as to any
      matters set out in this Lease which require agreement (save and except the
      rent to be determined pursuant to Section 17.1), then either party may
      notify the other, by written notice (in this Section, the "Notice"), of a
      desire to resolve the dispute by mediation and a meeting will be held
      promptly between the parties, attended by individuals with decision-making
      authority regarding the dispute, to attempt in good faith to negotiate a
      resolution of the dispute. If, within fourteen (14) days after such
      meeting or such further period as is agreeable to the parties (the
      "Negotiation Period"), the parties have not succeeded in negotiating a
      resolution of the dispute, they agree to submit the dispute to mediation.
      The parties will jointly appoint a mutually acceptable mediator, seeking
      assistance from the British Columbia International Commercial Arbitration
      Centre if they have been unable to agree upon such appointment within
      twenty (20) days following the conclusion of the Negotiation Period. If
      the parties are not successful in resolving the dispute through mediation,
      or if the mediation has not commenced within thirty (30) days following
      the Negotiation Period, then the parties agree that the dispute will be
      settled by arbitration pursuant to the Commercial Arbitration Act of
      British Columbia, as amended from time to time, or any like statute in
      effect from time to time and the decision of such arbitrator(s) shall be
      final and binding upon the parties.


                         PART 16 - RIGHT OF FIRST OFFER

16.1  Right of First Offer

      Provided that the Lessee is not in breach of this Lease, the Lessor will
      grant to the Lessee the right of first offer during the Term and any
      renewal thereof to lease the Remainder First Floor Premises on an "as is
      where is" basis without any loan, inducement, allowance or Lessor's
      Repairs/Work, on the terms and conditions provided herein and otherwise on
      the terms and conditions of this Lease, mutatis mutandis, as follows:




                                       39
<PAGE>

      (a)   not more than nine (9) months or less than two (2) months before the
            date the Lessor expects the Remainder First Floor Premises, or any
            part thereof, to become available (i.e. the date the term of the
            existing lease will expire or terminate if the existing tenant does
            not have a contractual right of renewal), the Lessor shall deliver
            to the Lessee notice in writing identifying what part of the
            Remainder First Floor Premises is available and the date upon which
            it will be available;

      (b)   the Lessee shall have twenty (20) business days from the date of
            receipt of such notice within which to advise the Lessor, in
            writing, that it exercises its option to lease the part of the
            Remainder First Floor Premises set out in the notice;

      (c)   the Basic Rent per square foot of the Remainder First Floor Premises
            shall be equal to the Basic Rent per square foot of the Original
            Premises payable by the Lessee under this Lease from time to time;

      (d)   the term of the lease of any such part of the Remainder First Floor
            Premises shall commence on the date thirty (30) days following the
            date upon which the space becomes vacant (as specified in the
            notice) and shall terminate on the expiry of the Term of this Lease
            or any renewal thereof;

      (e)   if the Lessee fails to exercise its option with respect to any part
            of the Remainder First Floor Premises, this option with respect to
            such part only shall become null and void and have no further effect
            but shall continue to apply if such part again becomes available to
            lease and with respect to any other part of the Remainder First
            Floor Premises;

      (f)   any inducements or allowances provided for in this Lease shall not
            apply to or benefit any premises leased under this option; and

      (g)   if the whole of the Remainder First Floor Premises becomes
            available, the Lessee may only exercise this right of first offer
            with respect to the whole of the Remainder First Floor Premises.

                            PART 17 - OPTION TO RENEW

17.1  Grant of Option

      Provided the Lessee is not in breach of this Lease, the Lessee shall have
      the right to renew this Lease with respect to either:

      (a)   the whole of the Demised Premises and any additional space leased
            pursuant to Section 16.1; or

      (b)   subject to Section 17.4, only that part of the Demised Premises
            located on the first floor of the Building together with the
            exclusive use of the First Floor Patio,

      at the option of the Lessee, for one additional term of five (5) years on
      the same terms and conditions, save only for the Basic Rent, Lessor's
      Repairs/Work, the Loan, or any Lessee inducements or Lessee allowances.
      For greater certainty, the Lessee may exercise this renewal option for
      either the whole or a part of the Demised Premises as set out above.




                                       40
<PAGE>

17.2  Basic Rent

      If the Lessee exercises this option to renew with respect to the whole of
      the Demised Premises, the Basic Rent during the renewal period shall be
      the then fair market rent of comparable "Office Premises" (as defined in
      Section 17.5) inclusive of such tenant inducements as free Basic Rent,
      tenant improvement allowances and other incentives, if any, offered by
      landlords of such Office Premises at the time agreed between the parties,
      and failing such agreement within four (4) months of the date of the
      exercise of the option, as determined by arbitration pursuant to the
      Commercial Arbitration Act of British Columbia. If the Lessee exercises
      this option to renew with respect only to the first floor of the Building,
      then the Basic Rent during the renewal term will be the fair market rent
      as established above, provided that in no event will the Basic Rent be
      less than the Basic Rent payable during the immediately preceding year of
      the Term, nor will it be more than $18.00 per square foot of Rentable
      Area.

17.3  Exercise of Option

      To exercise this Option to Renew, the Lessee shall give written notice to
      the Lessor as follows:

      (a)   if the Vancouver English Centre (or its successors or assigns) does
            not exercise its option to renew that portion of the first floor of
            the Building which it is currently leasing (the "Remainder First
            Floor Premises"), then the Lessor will on or before July 30, 2011
            provide written notice (the "Renewal Notice") to the Lessee that the
            Vancouver English Centre has not exercised its option to renew its
            lease with respect to the Remainder First Floor Premises, and in
            such event if the Lessee proposes to exercise its option to renew
            only that part of the Demised Premises located on the first floor of
            the Building, then the Lessee shall give written notice to the
            Lessor that it exercises such option to renew within thirty (30)
            days of receiving the Renewal Notice from the Lessor; and

      (b)   if the Lessor does not provide the Lessee with a Renewal Notice
            within the time limited above, or the Lessee intends to exercise its
            option to renew with respect to the whole of the Demised Premises,
            then no later than twelve (12) months prior to the expiry of the
            Term the Lessee shall give written notice to the Lessor that it
            exercises such option to renew;

      otherwise this Option to Renew shall be deemed waived.

17.4  Remainder First Floor Premises

      The Lessee agrees that in the event it exercises its option to renew only
      that part of the Demised Premises located on the first floor of the
      Building, then, in the event that the Lessor has provided the Lessee with
      the Renewal Notice within the time limited, then the Lessee will lease
      from the Lessor the Remainder First Floor Premises for the balance of the
      existing Term and the renewal term at the fair market rent for such
      premises as established in Section 17.2 above. The Lessor agrees to
      provide the Remainder First Floor Premises to the Lessee in an "as is
      condition" on the date following the end of the term of the lease to the
      Vancouver English Centre. The Rent payable by the Lessee with respect to
      the Remainder First Floor Premises will not commence until the date which
      is 105 days following the date possession is provided to the Lessee to
      enable the Lessee to fixture the Remainder First Floor Premises.




                                       41
<PAGE>

17.5  Office Premises

      For the purposes of Section 17.2, "Office Premises" means office premises
      with base building systems including, without limitation, HVAC, electrical
      systems, lighting and plumbing, all at a standard consistent with the
      systems then supplying the Demised Premises, but without Lessee finishings
      including, without limitation, all floor coverings, ceiling treatments if
      installed at the cost of the Lessee, wall coverings, interior walls and
      all built-in improvements including any raised flooring, cupboards,
      shelving, lockers, sinks, appliances and showers.

17.6  Amendments to the Lease

      The Lessee acknowledges that certain of its rights set out in this Lease
      were granted by the Lessor in consideration for the Lessee leasing the
      whole of the Demised Premises. Accordingly, notwithstanding the terms and
      conditions of Section 17.1, the Lessee agrees that in the event it
      exercises its option to renew only that part of the Demised Premises
      located on the first floor of the Building, then its rights under Part 19
      and its rights relating to exclusivity (with the exception of the First
      Floor Patio) will be surrendered including, without limitation, signage
      rights, naming rights, exclusive use of the Main Entry, exclusive use of
      the westerly elevator, exclusive use of the Second Floor Patio, and
      exclusive use of certain building loading bays. In the event the Lessor
      and the Lessee are unable to agree, each acting reasonably, as to whether
      additional rights are to be affected and the manner in which they are to
      be affected, then such dispute will be settled in the manner set out in
      Section 15.4 of this Lease.

                              PART 18 -- INDEMNITY

18.1  Indemnity

      In consideration of the Lessor leasing the Demised Premises to the Lessee
      and the sum of $1.00 now paid by the Lessor to the Indemnifier and other
      good and valuable consideration (the receipt and sufficiency of which is
      hereby acknowledged by the Indemnifier), the Indemnifier unconditionally
      agrees to and covenants with the Lessor to indemnify and save harmless the
      Lessor from any loss, cost or damage, including consequential loss and
      costs on a solicitor and own client basis, which the Lessor may sustain,
      incur or become liable for by reason of:




                                       42
<PAGE>

      (a)   the failure, for any reason, of the Lessee to pay all rent or other
            moneys contemplated to be payable by this Lease at the times and in
            the manner contemplated by this Lease up to and including December
            31, 2015;

      (b)   the failure, for any reason, of the Lessee to observe and perform
            every obligation contemplated to be performed by the Lessee under
            this Lease;

      (c)   any act or action by the Lessor for or in connection with the
            enforcement of this Lease;.

      (d)   with respect to the whole of the obligations of the Lessee under
            this Lease from the date the EML Inducement is paid by the Lessor to
            the Lessee to and including the date the Lessee takes complete
            occupancy of the Remainder Premises and is carrying on its business
            in the Remainder Premises, but the amount of such indemnity is
            limited to the amount of the EML Inducement which has been advanced
            by the Lessor to the Lessee;

      (e)   with respect to the Remainder Loan(s); and

      (f)   any loss, cost, or damage suffered by the Lessor arising out of any
            failure by the Tenant to pay any rent or other amounts payable
            described in subsections (a), (b), (c) and (d) above, the Remainder
            Loan(s) or to perform any of the obligations of the Tenant under the
            Lease or arising out of the failure by the Tenant to complete
            performance of its obligations under the Lease as a result of the
            disclaimer of the Lease or other extinguishments of the Lease
            obligations prior to the termination date of this Lease;


18.2  Enforcement of Indemnity

      The Lessor shall have the right to enforce this Indemnity regardless of
      the acceptance of additional security from the Lessee and regardless of
      the release or discharge of the Lessee by the Lessor or by others or by
      operation of any law.

18.3  Continuation of Indemnity

      This Indemnity is absolute and unconditional and, without limiting the
      generality of the foregoing, the liability of the Indemnifier under this
      Indemnity shall not be deemed to have been waived, released, discharged,
      impaired, or affected by reason of the release or discharge of the Lessee
      in any receivership, bankruptcy, winding-up, or other creditors'
      proceedings, or the rejection, surrender, disaffirmation, or disclaimer of
      this Lease by any party or in any action or proceeding, and shall continue
      with respect to the periods prior thereto and thereafter for and with
      respect to the Term and any renewals thereof. The liability of the
      Indemnifier shall not be affected by any repossession of the Demised
      Premises by the Lessor, provided however that the net payments received by
      the Lessor, after deducting all costs and expenses of the repossession and
      re-letting the same, shall be credited from time to time by the Lessor to
      the account of the Indemnifier and the Indemnifier shall pay any balance
      owing to the Lessor from time to time immediately upon ascertainment.

18.4  No Defence

      No action or proceeding brought or instituted under this Indemnity and no
      recovery in pursuance thereof shall be a bar or defence to any further
      action or proceeding which may be brought under this Indemnity by reason
      of any further default or default hereunder or in the performance and
      observance of the covenants, agreements, conditions and provisos of this
      Lease.




                                       43
<PAGE>

18.5  Modification in Writing

      No modification of this Indemnity shall be effective unless the
      modification is in writing and signed by the Indemnifier and the Lessor.

18.6  Authority

      The Indemnifier covenants with the Lessor that the Indemnifier has the
      necessary power to give this Indemnity and is jointly and severally bound
      with the Lessee for the fulfilment of all obligations of the Lessee under
      this Lease as though the Indemnifier was the Lessee named in this Lease.

18.7  Enurement

      All of the covenants, agreements, conditions and provisos of this
      Indemnity shall extend to and be binding upon the Indemnifier, its
      successors and assigns and shall enure to the benefit of and may be
      enforced by the Lessor, its successors and assigns and the holder of any
      mortgage to which this Lease may be subject and subordinate from time to
      time.

18.8  Assignments, Reorganization, Etc.

      Notwithstanding any other provision of this indemnity, in the event this
      Lease is assigned, sublet or otherwise transferred by the Lessee with or
      without the consent of the Lessor or there is a reorganization, merger,
      sale, partnership change or other change in ownership interest in the
      Lessee, the Indemnifier shall remain liable for the performance of its
      obligations hereunder, except that the indemnity of the Indemnifier will
      not extend to any new obligation of the transferee assumed in a
      modification of this Lease.

18.9  New Lease

      If this Lease is terminated, disclaimed, or surrendered (other than if
      voluntarily surrendered by the Lessee with the Lessor's consent), then at
      the option of the Lessor the Indemnifier will lease the Demised Premises
      from the Lessor on the terms and conditions of this Lease, except as to
      any extension or renewal, for a term equal in duration to the residue of
      the term remaining unexpired at the date of the termination, disclaimer,
      or surrender. It will not be necessary for a further lease document to be
      executed by the Indemnifier (but the Lessor may require a new lease
      document to be executed), and the execution of this Lease by the
      Indemnifier will be treated as executed by the Indemnifier as tenant of a
      lease of the Demised Premises on the conditions of this Lease. The
      Indemnifier will accept that lease and pay rent and observe and perform
      the terms and conditions of that lease. The Indemnifier will do all acts
      and execute all such documents as the Lessor may reasonably require to
      give effect to the intent of this section 18.9.

18.10 Governing Law and Attornment

      This Agreement will be governed by and construed in accordance with
      British Columbia law and the applicable Canadian laws, and will be treated
      in all respects as British Columbia contract, and the Indemnifier agrees
      to attorn to the jurisdiction of the British Columbia courts.




                                       44
<PAGE>

                      PART 19 -- RIGHT OF FIRST OPPORTUNITY

19.1  Right of First Opportunity

      The Lessor agrees that it will not market the Lands and the Building for
      sale without first providing the Lessee with the right of first
      opportunity set out in this Section 19.1. If not in default of any of the
      material terms or conditions of this Lease, and subject to Section 19.2
      herein, the Lessee will have an exclusive right of first opportunity
      during the Term and any renewal thereof to purchase the Lands and the
      Building, free and clear of all liens, charges and encumbrances other than
      the encumbrances set out in Schedule "C" to this Lease (the "Permitted
      Encumbrances"), and the Lessor's mortgage or mortgages if the Lessor
      intends to take the Lands and the Building to market with an assumption of
      such mortgage or mortgages, on the following terms:

      (a)   the Lessor agrees that before marketing the Lands and the Building,
            the Lessor will first provide the Lessee with written notice (the
            "Offer Notice") specifying the purchase price (the "Purchase Price")
            at which the Lessor intends to take the Lands and the Building to
            market and whether or not the Lessor's mortgage or mortgages are to
            be assumed;

      (b)   if the Lessee advises the Lessor, in writing, within twenty (20)
            business days of receipt of the Offer Notice that the Lessee is
            interested in purchasing the Lands and the Building, each of the
            Lessee and the Lessor will negotiate, in good faith, to finalize and
            execute a purchase agreement in which the Lessee acquires the Lands
            and the Building from the Lessor;

      (c)   if the Lessee and the Lessor are unable to finalize and execute a
            purchase agreement within sixty (60) days of receipt by the Lessee
            of the Offer Notice, then the Lessor will have twelve (12) months to
            sell the Lands and the Building to a third party on whatever terms
            and conditions the Lessor may decide in its sole discretion,
            provided such purchase price is not less than 95% of the purchase
            price offered by the Lessor to the Lessee within such sixty (60) day
            period; and

      (d)   in the event that the Lessor does not sell the Lands and the
            Building to a third party within the twelve (12) month period, this
            right of first opportunity will continue to apply to the Lands and
            the Building.

19.2  Right of First Refusal to Purchase

      If not in default of any of the material terms and conditions of this
      Lease, the Lessor hereby grants to the Lessee a right of first refusal,
      irrevocable with the time limited herein, to purchase the Lands and the
      Building on the terms and conditions set forth in this Section 19.2. The
      Lessor hereby covenants and agrees that it shall not, prior to the
      expiration or earlier termination of the Term, including any renewal
      thereof, sell, agree to sell, transfer or in any manner dispose of or
      agree to dispose of the Lands and the Building or any part thereof except
      pursuant to a bona fide arms' length offer (the "Third Party Offer") which
      is conditional upon the Lands and the Building first being offered to the
      Lessee pursuant to this right of first refusal and in accordance with the
      following procedure:




                                       45
<PAGE>

      (a)   if the Lessor receives a Third Party Offer which the Lessor is
            prepared to accept, the Lessor shall send a notice of its intention
            to accept such Third Party Offer to the Lessee together with a
            duplicate copy of such Third Party Offer;

      (b)   such notice sent by the Lessor to the Lessee shall constitute an
            offer (the "Offer") to the Lessee to sell to the Lessee the Lands
            and the Building on exactly the same terms and conditions as set
            forth in the Third Party Offer excepting only any condition
            precedent pertaining to due diligence inquiries with respect to the
            Lands, the Building and this Lease;

      (c)   the Offer shall be open for acceptance by the Lessee for a period of
            fifteen (15) business days from the date the Offer is made to the
            Lessee;

      (d)   if the Lessee accepts the Offer within the time limited, then there
            shall be a binding agreement of purchase and sale for the Lands and
            the Building between the Lessee and the Lessor on the terms and
            conditions of the Offer;

      (e)   if the Lessee does not accept the Offer within the time limited,
            then the Lessor may accept the Third Party Offer and may complete
            the sale and purchase contemplated therein and the Lessee shall
            forthwith provide the Lessor with the necessary release of this
            Right of First Refusal; and

      (f)   if the sale and purchase pursuant to the agreement constituted by
            the acceptance of the Third Party Offer shall not complete on the
            intended closing date or within three (3) months thereafter if
            agreed to by the Lessor and the Third Party, then this right of
            first refusal shall again continue to be binding upon the Lessor and
            the Lessee on the terms and conditions set out in this Section 19.2.

19.3  Exceptions to Right of First Refusal to Purchase

      Notwithstanding the terms and conditions of Section 19.2, the Lessor shall
      be entitled to transfer or assign the Lands and the Building to a
      corporation controlled by the Lessor, or affiliated to the Lessor, or to a
      corporation which controls the Lessor, or solely to one of the
      corporations comprising the Lessor or to the shareholders of either such
      corporation, without having to comply with the terms and conditions of
      Section 19.2.


               PART 20 -- CONTRACTION AND EARLY TERMINATION RIGHT

20.1  Contraction and Early Termination Right

      Provided the Lessee is not, at the time of the exercise of this option, in
      default under any of the material terms and conditions of this Lease, and
      has not assigned the Lease (with the exception only of an assignment
      pursuant to Section 8.2) or sublet the entire Demised Premises, the Lessee
      will have one option to surrender any floor, or the whole, of the Demised
      Premises effective on June 30, 2010 (the "Surrender Date") and otherwise,
      on the following terms and conditions:




                                       46
<PAGE>

      (a)   the option must be exercised by delivery to the Lessor of written
            notice on or before June 30, 2009 which must specify the area to be
            surrendered (the "Surrendered Area");

      (b)   the Surrendered Area must be either the whole of the Demised
            Premises or any one or more floors comprising the Demised Premises
            to the full extent such floor or floors are leased by the Lessee;

      (c)   on the Surrender Date the Lessee will deliver up possession of the
            Surrendered Area in accordance with the provisions of this Lease,
            and covenants and agrees to concurrently deliver to the Lessor a
            cancellation payment (plus applicable goods and services tax) equal
            to the aggregate of:

            (i)   the unamortized balance, as of the Surrender Date, of that
                  portion of the HVAC inducement described in Section 4.3 of
                  this Lease attributable to the Surrendered Area, if any, which
                  has been amortized using the mortgage method at an annual
                  interest rate of 8% and assuming equal monthly payments over
                  the period from January 1,2003 to December 31, 2014;

            (ii)  the unamortized balance, as of the Surrender Date, of the
                  lighting inducement described in Section 4.7(b) of this Lease
                  which has been amortized using the mortgage method at an
                  annual interest rate of 8% and assuming equal monthly payment
                  over the period from January 1,2003 to December 31, 2014;

            (iii) if any part of the Surrendered Area includes a washroom for
                  which the Lessee received an inducement pursuant to Section
                  4.9(a) of this Lease, the unamortized balance, as of the
                  Surrender Date, of the amount of such inducement which has
                  been amortized using the mortgage method at an annual interest
                  rate of 8% and assuming equal monthly payments over the period
                  from January 1,2003 to December 31, 2014;

            (iv)  the unamortized balance, as of the Surrender Date, of that
                  portion of the corporate entrance inducement described in
                  Section 4.9(b) of this Lease, which has been amortized using
                  the mortgage method at an annual interest rate of 8% and
                  assuming equal monthly payments over the period from January
                  1, 2003 to December 31, 2014;

            (v)   the unamortized balance, as of the Surrender Date, of that
                  portion of the EML Inducement attributable to the Surrendered
                  Area, if any, which has been amortized using the mortgage
                  method at an annual interest rate of 8% and assuming equal
                  monthly payments over the period from January 1,2003 to
                  December 31, 2014;

            (vi)  if the second floor is part of the Surrendered Area, the
                  unamortized balance, as of the Surrender Date, of the Patio
                  Inducement which has been amortized using the mortgage method
                  at an annual interest rate of 8% and assuming equal monthly
                  payment over the period from January 1,2003 to December 31,
                  2014;

            (vii) if any part of the Surrendered Area includes a washroom for
                  which the Lessee received an inducement pursuant to Section
                  4.7B(h) of this Lease, the unamortized balance, as of the
                  Surrender Date, of the amount of such inducement which has
                  been amortized using the mortgage method at an annual interest
                  rate of




                                       47
<PAGE>

                   8% and assuming equal monthly payments over the period from
                   January 1,2003 to December 31, 2014;

            (viii) the unamortized balance, as of the Surrender Date, of a
                   proportionate share of the leasing commission paid by the
                   Lessor (and confirmed in writing by the Lessor to the Lessee)
                   with respect to the amendment and restatement of this Lease
                   which was made effective February 28, 2002, such share to be
                   the proportion that the Rentable Area of the Surrendered Area
                   is of the Rentable Area of the Demised Premises, which share
                   has been amortized using the mortgage method at an annual
                   interest rate of 8% and assuming equal monthly payments over
                   the period from January 1, 2003 to December 31, 2014; and

            (ix)   a sum equal to twelve (12) months Rent per square foot of the
                   Surrendered Area.

      (d)   if the Lessee shall neglect or fail to make the full payment
            described in Section 20.1(c) on or before the Surrender Date then,
            notwithstanding anything herein to the contrary, at the option of
            the Lessor, the Lessor may either pursue any remedy available to it
            at law and otherwise to claim and collect such payment or give
            notice to the Lessee that this Lease shall continue in full force
            and effect as if such option had not been exercised and the Lessee
            shall then remain bound by all of the terms and conditions of this
            Lease, except for this Part 20 which shall automatically terminate
            and be at an end;

      (e)   upon exercising such option:

            (i)   the Lessee shall not be entitled to assign this Lease (with
                  the exception only of an assignment pursuant to Section 8.2),
                  or sublet all or any part of the Surrendered Area as provided
                  for in this Lease;

            (ii)  all of the terms and conditions of Part 19 of this Lease shall
                  automatically terminate and be at an end;

            (iii) if the first floor comprises all or a part of the Surrendered
                  Area then section 16.1 shall automatically terminate and be at
                  an end; and

            (iv)  exclusive signage rights pursuant to Section 5.5 shall
                  automatically terminate and be at an end;

      (f)   if the Lessee vacates any part or parts of the Surrendered Area
            prior to the Surrender Date, the Lessee acknowledges and agrees that
            the Lessor may enter in and take possession of such area or areas
            prior to the Surrender Date for any purpose the Lessor desires
            without affecting, modifying or reducing in any way the obligations
            and covenants of the Lessee pursuant to this Lease, except that:

            (i)   the Lessee shall have no further obligations or liabilities
                  with respect to any part or parts of the Surrendered Area for
                  which the Lessor has entered and taken possession from the
                  date the Lessor has entered and taken possession other than to
                  pay Rent until the Surrender Date and the cancellation payment
                  described in Section 20.1(c); and

            (ii)  in so doing, the Lessor must not disrupt the business
                  operations of the Lessee;




                                       48
<PAGE>

      (g)   such surrender, and the acceptance thereof by the Lessor, will be
            without prejudice to any claims or liabilities of the parties
            existing prior to the applicable Surrender Date;

      (h)   Rent will be apportioned as at the Surrender Date;

      (i)   if the Surrendered Area comprises more than 50% of the Rentable Area
            of the Demised Premises, then the Lessee will, as at the Surrender
            Date, also surrender its rights relating to exclusivity (with the
            exception of the First Floor Patio or the Second Floor Patio if the
            Lessee continues to lease the first floor or the second floor, as
            the case may be) including, without limitation, naming rights for
            the Building but subject to Sections 20.1(e)(iv), (j), (k) and (l);

      (j)   if the Surrendered Area contains either the second floor or third
            floor, then from and after the earlier of the Surrender Date and the
            date upon which the Lessee vacates a part or parts of the
            Surrendered Area the exclusive use of the Main Entry and the
            westerly elevator shall automatically terminate and be at an end;

      (k)   if the Surrendered Area contains the first floor, then from and
            after the earlier of the Surrender Date and the date upon which the
            Lessee vacates a part or parts of the Surrendered Area the Lessee
            shall only be entitled to the use and enjoyment of one exclusive
            loading bay;

      (l)   if the Surrendered Area contains either the second and/or third
            floor, but not the first floor, then from and after the earlier of
            the Surrender Date and the date upon which the Lessee vacates a part
            or parts of the Surrendered Area the Lessee shall only be entitled
            to the use and enjoyment of two exclusive loading bays; and

      (m)   from and after the Surrender Date (or earlier if the Lessee vacates
            any part or parts of the Surrendered Area prior to the Surrender
            Date as contemplated in Section 20.1(f)) and the Lessor elects to
            take possession of such Surrendered Area prior to the Surrender Date
            the Lessor shall be entitled to use any HVAC equipment installed at
            any time by the Lessee in any part of the Surrendered Area and on
            the roof area as described in Section 4.3 and related base building
            services including, without limitation, power supply that services
            any of the Surrendered Area, in common with the Lessee, provided
            such HVAC equipment continues also to service those parts of the
            Demised Premises which are not surrendered by the Lessee, and the
            maintenance and repair of such HVAC equipment is wholly assumed by
            the Lessor as an Operating Cost to be allocated proportionately to
            the leased premises within the Building which are serviced by the
            HVAC equipment.

20.2  Partial Floor Areas

      In addition to the written notice pursuant to Section 20.1(a), the Lessee
      may submit to the Lessor written notice that it wishes to include in the
      Surrendered Area an area that is only a part of a floor. The delivery of
      such notice shall not be considered notice pursuant to Section 20.1(a).
      Upon receipt of such further notice from the Lessee, the Lessor shall be
      entitled, in its full and absolute discretion, to determine whether the
      Lessee may include in the Surrendered Area any part of the Building which
      does not comprise a full floor to the extent such floor is being leased by
      the Lessee.




                                       49
<PAGE>

                            PART 21 -- MISCELLANEOUS

21.1  Joint and Several Obligations

      If there be more than one Lessee, the covenants and obligations hereunder
      on the part of each Lessee, respectively, shall be deemed to be joint as
      well as several.

21.2  Time of the Essence

      Time shall be of the essence of this Lease.

21.3  Headings

      The headings 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 any provision hereof.

21.4  Naming Rights

      The Lessee shall have the exclusive naming rights to the Building
      throughout the Term and any renewal thereof if the Lessee exercises its
      option to renew the whole of the Demised Premises, subject only to the
      approval by each of the Lessor and the City of Vancouver as to the design
      and sign location and Smithe Street signage rights granted to the
      Vancouver English Centre.

21.5  Loading Dock

      After completion of the Lessor's Repairs/Work contemplated in Section
      4.7B, the Lessee shall be granted the exclusive use of four (4) bays in
      the loading dock area during the Term and any renewal thereof together
      with forklift access from the loading bays to the Lessee's ground floor
      space, at no charge, it being understood and agreed that intermittent
      loading and unloading required for building operations shall be permitted
      in such bays.

21.6  Governing Law

      This Lease shall be construed and governed by the laws of the Province of
      British Columbia. All of the provisions of this Lease shall be construed
      as covenants and agreements as though the words importing such covenants
      and agreements were used in each separate paragraph. Should any provision
      of this Lease be illegal or not enforceable, it or they shall be
      considered separate and several from the Lease and its remaining
      provisions and conditions shall remain in force and be binding upon the
      parties hereto as though the illegal or unenforceable provision or
      provisions or conditions had never been included.

21.7  Entire Agreement

      The Lessee acknowledges that there have been no representations or
      warranties made by the Lessor which are not set out in this Lease. This
      Lease embodies the entire terms of the lease agreement with respect to the
      Building and the Demised Premises between the Lessor and the Lessee, and
      supersedes all prior agreements, if any, with respect to the Demised
      Premises between the parties hereto.




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<PAGE>

21.8  Enurement

      This Lease shall enure to the benefit of and be binding upon the parties
      hereto, their respective heirs, executors, administrators, successors and
      permitted assigns and other legal representatives, as the case may be.

IN WITNESS WHEREOF the parties hereto have duly executed this Lease as of the
date first above written.


LESSOR

LAURELTON INVESTMENTS LTD.


Per:    /s/ Joseph Segal
        ----------------------------
        Authorized Signatory


KBK NO. 197 VENTURES LTD.


Per:    /s/ Joseph Segal
        ----------------------------
        Authorized Signatory




LESSEE

CRYSTAL DECISIONS, CORP.


Per:    /s/ Eric Patel
        ----------------------------
        Authorized Signatory




INDEMNIFIER

CRYSTAL DECISIONS, INC.


Per:    /s/ Susan J Wolfe
        ----------------------------\
        Authorized Signatory




                                       51
<PAGE>

                                  SCHEDULE "A"


                                PLAN OF PREMISES

                           (OUTLINED IN BLACK AND RED)





                                       52
<PAGE>

                                  SCHEDULE "B"


                              RULES AND REGULATIONS

1.    The Lessee shall at all times abide by all laws, rules, regulations,
      ordinances, provisions and requirements relating to the Building or to the
      Demised Premises of which it has notice and shall keep the Demised
      Premises, its employees, servants, agents and invitees under its control
      so as to prevent the performance of any act, or the carrying on of any
      practice which would damage the Building or its reputation or the Demised
      Premises or could injure or annoy the other tenants in the Building, their
      employees, servants, agents, or invitees or the public.

2.    The Lessee shall not keep or display any merchandise on, or otherwise
      obstruct the corridors or other areas adjacent to the Demised Premises.
      The Lessee agrees to promptly remove any displays or merchandise that the
      Lessor feels is objectionable.

3.    The Lessee shall not overload any floor of the Demised Premises: in excess
      of one hundred (100) pounds per square foot live load on the 1st floor of
      the Building; one hundred and fifty (150) pounds per square foot live load
      on the 2nd floor of the Building; and fifty (50) pounds per square foot
      live load on the 3rd floor of the Building; nor shall it hang or suspend
      from any ceiling or any part of the Building any equipment, displays,
      fixtures or signs which are not authorized by the Lessor or its
      architects.

4.    The Lessee shall at all times keep the Demised Premises in a clean and
      sanitary condition, including the inside and outside of all glass, the
      doors and windows of the Demised Premises, together with all exterior
      store front surfaces of the Demised Premises, in accordance with the laws
      and direction, rules and regulations of any governmental, municipal or
      other agency having jurisdiction. In the event that the Lessor, in its
      sole discretion, determines that a Lessee's premises is unsightly, the
      Lessor, shall have the right to require the Lessee to install, at the
      Lessee's sole cost and expense, venetian window blinds of a type
      satisfactory to the Lessor within thirty (30) days after having received
      written notice from the Lessor. The Lessee shall not place, or permit to
      be placed, any obstructions or merchandise, on, in or near any corridors,
      rear entrances, service corridors or loading areas. The Lessee agrees to
      remove all merchandise from the loading area immediately upon such
      merchandise being delivered.

5.    The Lessee shall notify the Lessor, in writing, of its intention to add or
      modify lighting, electrical wiring or plumbing in the Demised Premises,
      and shall obtain the Lessor's written approval prior to carrying out said
      work. In any event, all such work shall be carried out by qualified,
      licensed tradesmen in accordance with all applicable building codes.

6.    The Lessee and Lessee's employees and agents shall not solicit business
      in the parking area or sidewalks surrounding the Building or other common
      areas, nor shall a Lessee distribute or post any handbills or other
      advertising material in the parking area or other common areas of the
      Building.

7.    The Lessee shall not use or permit the use of any objectionable
      advertising medium such as, without limitation, loudspeakers, phonographs,
      televisions, public address systems, sound amplifiers, radio or
      broadcasting within the Building which is in any way audible or visible
      outside of the Demised Premises. No aerial shall be erected on the roof or
      exterior walls of the Demised Premises, or on the ground, without, in each
      instance, the written consent of the Lessor, such consent not to be
      unreasonably withheld or delayed. Any aerial installed without such
      written consent shall be subject to removal without notice at any time.




                                       53
<PAGE>

8.    The plumbing facilities shall not be used for any other purpose than that
      for which they were constructed, and no foreign substance of any kind
      shall be thrown therein and the expense of any breakage, stoppage or
      damage resulting from the violation of this provision shall be borne by
      the Lessee whose employees, agents or invitees shall have caused it.

9.    For the benefit and welfare of all lessees of the premises of the
      Building, as it may exist from time to time, the Lessor shall have the
      right to issue further reasonable rules and regulations and such further
      rules and regulations shall thereupon be binding upon the Lessees. The
      Lessee agrees to comply with all rules and regulations on notice to the
      Lessee from the Lessor.




                                       54
<PAGE>

                                  SCHEDULE "C"

                             (INTENTIONALLY DELETED)




                                       55
<PAGE>

                                  SCHEDULE "C"


                             PERMITTED ENCUMBRANCES

Easement and Indemnity Agreement 103977M

Easement and Indemnity Agreement N7627

Equitable Charge N 7628

Easement and Indemnity Agreement N88387

Easement and Indemnity Agreement GC69464 with respect to Lots 60 and Z only

Indemnity Agreement 449690M with respect to Lot 61 only

Easement and Indemnity Agreement N7624 with respect to Lot Z only

Statutory Right of Way N7629 with respect to Lot Z only


                                       56