Exhibit 10.11


THIS LEASE  comprising  pages 1 to 14, Schedules A, B and C, plus Regulations of
premises situated in a building on the Property located at

                10271 Shellbridge Way, Richmond, British Columbia

LEGALLY  DESCRIBED AS Lot 115 of Section 26, Block 5 North,  Range 6 West,  Plan
45786, New Westminster District


and shown in bold outline on Lease plan attached as Schedule "A"

MADE THIS --- DAY OF ------------------------

BETWEEN:      SUN LIFE ASSURANCE COMPANY OF CANADA, having an office at

              700 - 1100 Melville Street, Vancouver, B.C.
              (hereinafter called the "LANDLORD") of the first part

              AND:

              MDSI MOBILE DATA SOLUTIONS INC., having an office at

              135 - 10551 Shellbridge Way, Richmond, B.C.
              (hereinafter called the "TENANT") of the second part


                                   DEFINITIONS

In this Lease the following terms have the following meanings:

1.01 "PREMISES" being 92,000 square feet of Gross Area and referred to in Clause
     2.01 and as shown hatched on the plan attached hereto as Schedule "A".

1.02 "TERM" Ten (10) Years referred to in Clause 2.02.

1.03 "COMMENCEMENT DAY" December 1, 1998 referred to in Clause 2.03.

1.04 "BASIC RENT" See Schedule "C" referred to in Clause 3.02(a).

1.05 "PROPORTIONATE  SHARE" means a fraction  having as its  numerator the Gross
     Area of the Premises and as its  denominator the Total Rentable Area of the
     Building as referred to in Clause 3.02(b) herein.

1.06 "PERMITTED USE" General Office Purposes referred to in Clause 4.01.

1.07  "Common  Area" shall mean all those areas of the  Property  not capable of
exclusive  occupation by tenants,  as such areas may from time to time vary with
alterations  made and without  limiting the  generality of the  foregoing  shall
include all areas,  for the joint or common use of some or all  occupants of the
Property, including all public areas, for the joint or common use of some or all
occupants  of the  Property,  including  all  public  areas,  hallways,  stairs,
elevators, service and utility rooms and corridors, public washrooms, management
offices and/or  maintenance  workshops,  external  paved and  landscaped  areas,
together with all utility services, equipment and other installations therewith.

1.08 "Gross Area" of any Premises means:

     (a)  In the case of Premises  consisting  of a whole floor or whole floors,
          the Rentable Area thereof, and

     (b)  In the case of Premises consisting or including part of a floor of the
          Building,  the  Rentable  Area  thereof  plus an  amount  equal to the
          product of (a) the fraction  having as its numerator the Rentable Area
          contained in the Premises on such floor and as its denominator the sum
          of the Rentable  Area of such floor,  multiplied by (b) the total area
          in square feet of the Service Area, if any, on such floor.



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                                       2


1.09  "Landlord's  Architect"  means the independent  architect,  or engineer or
professional  land surveyor or quantity  surveyor  selected by the Landlord from
time to time for the purpose of making determinations hereunder.

1.10 "Lease Year" shall mean a twelve month period  commencing  on the first day
of January in any one  calendar  year and ending on the last day in  December in
the same calendar  year,  providing  that the first Lease Year shall commence on
the Commencement Day and end on the last day of December next following and that
the last  Lease  Year  shall  commence  on the first day of January in the final
twelve month period of this Lease and end upon the expiry of the Lease.

1.11 "Operating Expenses" means the total of all expenses,  costs and outlays of
every  nature  incurred  in the  complete  maintenance,  repair,  operation  and
management  of the Property and a reasonable  proportion  as  determined  by the
Landlord  from time to time of all expenses  incurred by or on behalf of tenants
with whom the Landlord may from time to time have agreements  whereby in respect
of their premises such tenants  perform any cleaning,  maintenance or other work
or services  usually  performed by the Landlord,  and which expenses if directly
incurred by the  Landlord  would have been  included in Operating  Expenses.  In
respect of those costs  referred  to in the section  1.11 as being to the extent
allocable,  the  Landlord  shall be entitled to allocate to the  Property any of
such costs on such basis as the  Landlord may  determine,  acting in good faith,
and such  allocation  may (but need not) be based upon the  proportion  that the
square  footage of the Property  bears to the square footage of all leased space
at the Airport Executive Park, of which the Property  comprises a part.  Without
limiting the generality of the foregoing,  Operating Expenses shall include (but
subject to certain deductions as hereinafter provided):

     (a)  the cost of providing  complete  cleaning,  janitor,  supervisory  and
          maintenance service;

     (b)  the cost of operating elevators;

     (c)  the cost of heating,  cooling and ventilating all space including both
          rentable and non-rentable areas;

     (d)  the cost of providing  hot and cold water,  electric  light and power,
          telephone,  sewer,  gas  and  other  utilities  and  services  to both
          rentable and non-rentable areas;

     (e)  the  cost of all  repairs  to the  Property,  equipment,  or  services
          (including elevators);

     (f)  the cost of window cleaning;

     (g)  the cost of providing security and supervision;

     (h)  the costs of all insurance for or against  liability,  fire,  extended
          perils,  loss of rental,  elevator  liability,  plate  glass,  boiler,
          sprinklers  leakage  and all such other  casualties  and losses as the
          Landlord may elect to insure against;  and if the Landlord shall elect
          in  whole  or  in  part  to  self-insure,  the  amount  of  reasonable
          contingency  reserves not exceeding the amount of premiums which would
          otherwise have been incurred in respect of the risks undertaken;

     (i)  accounting costs incurred in connection with the maintenance,  repair,
          operation  or  management  including  computations  required  for  the
          imposition  of charges to tenants  and audit  charges  required  to be
          incurred for the determination of any costs hereunder;

     (j)  the reasonable  rental value (having regard to the rentals  prevailing
          from time to time for similar space) of space utilized by the Landlord
          in connection with the maintenance, repair, operation or management of
          the Property;

     (k)  the  amount  of all  salaries,  wages  and  fringe  benefits  paid  to
          employees engaged in the maintenance,  repair, operation or management
          of the Property;

     (l)  amounts paid to independent contractors for any services in connection
          with such maintenance, repair, operation or management;

     (m)  the  cost of  direct  supervision  and of  management  and  all  other
          indirect  expenses to the extent allocable to the maintenance,  repair
          or operation of the Property;

     (n)  the cost of any management  fees or management  agent fees (if any for
          the  Property,  or of the Landlord if it elects to manage the Property
          itself,  in an amount not exceeding  five percent (5%) of realty taxes
          and ten percent (10%) of operating  costs received or receivable  from
          the Property and including without limitation such rents as would have
          been receivable but have been abated as a tenant inducement);



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                                       3


     (o)  depreciation and interest costs with respect to machinery,  equipment,
          facilities,  systems,  or property  installed in or used in connection
          with the  Property if the  principal  purpose or intent of such use or
          installation  was to reduce the cost of other  items  included  in the
          Operating Expenses;

     (p)  cost of services by and  salaries  for  elevator  operators,  porters,
          sidewalk shovellers,  window cleaners,  janitors,  cleaners,  dusters,
          handymen, watchmen,  commissionaires,  caretakers, security personnel,
          carpenters, engineers, firemen, mechanics, electricians, plumbers, and
          other  persons or firms  engaged  in the  operating,  maintenance  and
          repair of the Property, or the heating, air conditioning, ventilating,
          plumbing,   electrical  and  elevator  systems  in  the  Property  and
          superintendents,  and  accounting  and clerical  staff attached to the
          Property superintendent's or manager's office;

     (q)  uniforms of employees and agents;

     (r)  supplies  and   equipment   used  in   connection   with  the  repair,
          maintenance,  management,  caretaking  and  operating  of the Property
          (including without limitation straight-line  amortization based on tax
          deductible  depreciation  allowances of capitalized cleaning equipment
          used in the Property);

     (s)  supplies and materials for washrooms, and other common facilities;

     (t)  worker's compensation costs, unemployment insurance premiums,  pension
          plan  contributions,  health,  accidence and group life  insurance for
          employees,  managers and  superintendents  employed by the Landlord in
          connection with the Property;

     (u)  servicing and inspection costs for elevators,  electrical distribution
          systems and  mechanical,  heating,  ventilating  and air  conditioning
          systems;

     (v)  parking area staff and maintenance costs;

     (w)  snow and ice removal and related costs;

     (x)  sales and excise taxes on goods and services  provided by the Landlord
          in the management, operation, maintenance and repair of the Property;

     (y)  costs of  stationary  supplies  and other  materials  required for the
          normal operation of the superintendent's or manager's office.

     (z)  all other direct and indirect  costs and  expenses  whatsoever  to the
          extent allocable to the operating,  maintaining, managing or repairing
          of the Property or any appurtenances thereto;

     (aa) Property Taxes;

     (bb) to reimburse the Landlord  throughout the Term and at the times and in
          the  manner  specified  by the  Landlord  from time to time,  the full
          amount of any tax, sales tax, goods and services tax, value added tax,
          multi-stage  sales tax, business transfer tax or any other similar tax
          levied,  rated,  charged,  imposed or assessed in respect of the Rent,
          Additional Rent or any other amounts payable pursuant to this Lease or
          in respect of the space demised under this Lease;

These  Operating   Expenses  exclude  only  monies  directly   recoverable  from
individual  tenants for work or services and costs  arising out of any exclusive
obligations of the Landlord under this Lease. All such Operating  Expenses shall
be  allocated,  without  duplication  to  each  Lease  Year in  accordance  with
generally accepted  accounting  practices.  If at any time during the Lease Year
the Building shall be less than ninety-five (95%) occupied by tenants, Operating
Expense  for such  Lease  Year  shall be  deemed to be the  amount of  Operating
Expense  which would have been  incurred if the  Building  had been  ninety-five
percent (95%) occupied by tenants during the whole of the Lease Year. Any report
of the Landlord's  auditor or other licensed public accountant  appointed by the
Landlord  for the  purpose  shall be  conclusive  as to the amount of  Operating
Expense for any period to which such report relates.

1.12  "Property"  shall mean the land legally  described in Schedule "A" and all
improvements and structures thereon.




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                                       4


1.13 "Building" shall mean the building or buildings now or hereafter erected on
the Property.

1.14  "Property  Taxes"  shall  mean the  aggregate  of all  property,  utility,
business and machinery and equipment taxes, local improvement charges or similar
charges,  duties,  rates and assessments charged or levied against the Property,
or any part thereof, by any lawful authority having jurisdiction over the same.

     Such taxes  shall  include the costs of all  appeals  made by the  Landlord
against  assessments  made and/or  taxes  levied.  In the event that no separate
allocation of such taxes is made by the taxing authority,  then the Landlord may
allocate them among the Tenants in such manner as is reasonable and customary in
these circumstances.

1.15  "Rent"  shall  mean Basic Rent plus the  Tenant's  Proportionate  Share of
Operating Expenses.

1.16 "Additional Rent' shall mean the Tenant's  Proportionate Share of Operating
Expenses.

1.17 "Rentable Area" shall mean in the case of a whole floor the area within the
outside  walls and shall be computed by measuring to the glass line (that is the
inside surface of the windows) on the outer Building walls without deduction for
columns and projections necessary to the Building,  but shall not include stairs
and  elevator  shafts  (supplied  by the  Landlord  for use in common with other
tenants)  flues,  stacks,  pipe  shafts or vertical  ducts with their  enclosing
walls.

1.18  "Rentable  Area" shall mean in the case of part of a floor all of the area
occupied  and shall be  computed by  measuring  from the glass line (that is the
inside surface of the windows) on the outer Building walls to the office side of
corridors or other  permanent  partitions and to the centre of partitions  which
separate the area occupied from adjoining  Rentable Areas without  deduction for
columns and  projections  necessary to the Building but shall not include stairs
and  elevator  shafts  (supplied  by the  Landlord  for use in common with other
tenants) flues, stacks, pipe shafts or vertical ducts with their enclosing walls
within the area occupied,  or janitorial or electrical or telephone  closets not
for the exclusive use of the Tenant.

1.19  "Service  Area"  shall  mean  the  area  of  corridors,  fire  protection,
cross-over quarters,  elevator lobbies,  washrooms,  air conditioning rooms, fan
room,  janitors'  closets,  telephone and  electrical  closets and other closets
serving the Premises in common with other premises.

1.20 "Special Installations" shall mean either installations, additions or other
works to the Property or Premises or any appurtenances  thereto,  which may from
time to time be made as a  requirement  of a Municipal,  Provincial,  or Federal
authority and/or they shall mean installations,  additions or other works to the
Property or Premises which reduce Operating Expenses.

     The "Costs"  thereof  shall be the  aggregate of the capital  outlay on the
Special  Installation  amortized  over its economic  life, at the interest rates
provided for in Clause  8.02,  together  with the annual cost of  operating  and
maintaining such installation.

1.21 "Tenant's Work" shall mean any work to be performed  hereunder or equipment
to be supplied hereunder, either by the Tenant or the Landlord, other than those
items  specifically  enumerated as Landlord's  Work in Schedule "B" hereof,  and
Tenant's Work shall include, without limitation, equipping the Premises with all
trade equipment,  furniture, operating equipment,  furnishings,  fixtures, floor
coverings,  and any other  equipment  necessary for the proper  operation of the
Tenant's   business,   and  modifications  to  the  standard  building  heating,
ventilating and air conditioning  equipment and all leasehold  improvements made
at any time throughout the term of this Lease.

1.22 "Total  Rentable  Area" shall mean the total  Rentable Area of the Building
whether rented or not,  calculated as if the Building were entirely  occupied by
tenants  renting whole  floors.  The lobby and entrances on the ground floor and
sub-service  floors used in common by tenants,  mechanical  equipment  areas and
areas rented or to be rented for  automobile  parking or for  storage,  shall be
excluded from the foregoing calculations.  The calculation of the Total Rentable
Area,  whether rented or not,  shall be determined by the  Landlord's  Architect
upon  completion of the Building and shall be adjusted from time to time to give
effect to any structural or fractional change affecting the same.



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                                       5


                                PREMISES AND TERM

DEMISE

2.01 WITNESS  that in  consideration  of the rents,  covenants,  and  agreements
hereinafter  reserved  and  contained  and on the part of the Tenant to be paid,
observed and  performed,  the Landlord does demise and lease unto the Tenant the
Premises.  Notwithstanding anything herein contained, the Tenant agrees that the
Landlord  shall have the right at any time and from time to time,  to change the
location of the Premises referred to in Clause 1.01 and Schedule "A" attached to
comparable  premises in the  Building or another  building at Airport  Executive
Park. If the Landlord  exercises its right to relocate the Tenant after the date
upon which the  Landlord  gives notice to the Tenant that the Premises are ready
for the  installation  of the Tenant's  improvements  the Landlord shall pay the
reasonable  relocation  expenses  incurred  by the  Tenant  in  moving  from the
original Premises to the relocated Premises.

HABENDUM

2.02 TO HAVE AND TO HOLD  the  Premises  for and  during  the Term set  forth in
Clause 1.02.

COMMENCEMENT

2.03  This  Lease  and the  payment  of Rent  hereunder  shall  commence  on the
Commencement Day and this Lease shall end on the last day of the Term.

The Landlord may notify the Tenant in writing in advance of the Commencement Day
of a  postponement  of occupation of the Premises by the Tenant by reason of any
delay sustained by the Landlord for causes beyond his control.  In such event no
Rent shall be payable  by the  Tenant for the period of the  deferment,  and the
Landlord shall have no further  liability in connection with such deferment.  If
the Tenant takes possession of the Premises before the Commencement Day, rentals
and other  payments  stipulated to be paid by the Tenant under the terms of this
Lease will be paid pro rata on a per diem basis until the Commencement  Day, and
all terms and conditions of this Lease shall apply from the date that the Tenant
takes possession of the Premises.

ACCEPTANCE FOR OCCUPATION

2.04 Acceptance of the Premises by the Tenant for occupation and/or execution of
Tenant's  Work  shall  constitute  an  acknowledgement  by the  Tenant  that the
Premises are complete and in satisfactory condition.

TENANT'S WORK

2.05 The  Tenant  acknowledges  that,  unless it is  otherwise  agreed  with the
Landlord, it has entered into this Lease on the express understanding that it is
the Tenant's obligation to complete and pay for the Tenant's Work.

Plans and  specifications  for Tenant's  Work shall be submitted to the Landlord
for his approval prior to the  submission  for any Municipal or other  statutory
permits which may be required and prior to the commencement of any work.

Tenant's  Work shall be carried out in  accordance  with the  provisions  of the
Tenant's Guide, if such is supplied to the Tenant,  and in accordance with plans
and  specifications  prepared by the Tenant and  approved by the  Landlord.  The
Landlord shall have the right to approve any  contractors  engaged by the Tenant
at any time to carry out work on the Premises. The Landlord shall have the right
to  undertake,  on  behalf  of and at the  Tenant's  expense,  such  work as the
Landlord  may  so  designate  as  physically  or  functionally  integral  to the
Building.  Such work may (but shall not be limited to) include structural,  roof
and  sub-floor  work,  external  walls,  mechanical  installations  and  utility
services.

                                      RENT

NET LEASE

3.01 It is the intent of this Lease and agreed by the Tenant  that this is a net
Lease  and that all and  every  cost,  expense,  rate,  tax or charge in any way
related to the  Premises or to the  Tenant's  Proportionate  Share of  Operating
Expenses will be borne by the Tenant without any variation, set-off or deduction
whatsoever  except only income taxes  levied on the income of the Landlord  from
the Premises and the Landlord's covenant to repair as set out in Clause 5.01.




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                                       6


RENT RESERVED

3.02 The Tenant  covenants to pay to the Landlord during the Term hereof without
prior demand, deduction or set-off, the aggregate of:

     (a)  Basic  Rent  which is  payable in advance on the first day of each and
          every month during the Term. It being understood and agreed that Basic
          Rent is  calculated  on the  basis of the Gross  Area of the  Premises
          leased at a rate of $15.00 for each  square foot of Gross Area for the
          first five (5) years and $16.50 for each square foot of Gross Area for
          the second  five (5) years.  The Basic Rent shall be  adjusted  in the
          event that the Gross Area of the Premises  shall differ from the Gross
          Area  stated  in Clause  1.01  herein.  In the event of a dispute  the
          determination  of  Gross  Area by the  Landlord's  Architect  shall be
          conclusive and binding on the parties hereto; and

     (b)  Additional Rent equal to the Tenant's Proportionate Share of Operating
          Expenses as stated in Clause 1.05.

PAYMENT OF UTILITY AND OTHER CHARGES

3.03 The Tenant shall pay the cost of electricity used on the Premises, the cost
of telephone and cablevision and all other utilities or services provided and/or
metered directly to the Premises together with all business taxes, license fees,
rates and all other charges whether Municipal, Provincial, or Federal (where not
included  as  Property  Taxes),  levied or  assessed  in  respect  of the use or
occupancy of the Premises by the Tenant, or in respect of any fixture, machinery
or equipment  installed  upon the Premises by the Tenant,  whether billed to the
Landlord or directly to the Tenant.

MANNER OF PAYMENT

3.04 Rent shall be paid to the Landlord by the Tenant at the Landlord's  address
for notices,  as set out in Clause 9.04 or at such other place and to such other
party as the Landlord may from time to time designate in writing.

Basic Rent shall be paid in  advance in equal  installments  on the first day of
each  month.  Additional  Rent  shall,  at the  Landlord's  option,  be  payable
periodically  based upon reasonable  forward estimates  prepared by the Landlord
and made available to the Tenant upon request.

ANNUAL ADJUSTMENT

3.05 The  Landlord,  after the end of each Lease Year,  shall  prepare an Annual
Rent Adjustment Statement setting forth in reasonable detail the Additional Rent
payable for the preceding  Lease Year,  based on the actual  Operating  Expenses
experienced  during the Lease Year.  Any  underpayment  due or overpayment to be
refunded shall be made within two weeks of the delivery of such statement to the
Tenant.  The parties  acknowledge and agree that claims or adjustments sought in
connection  with   Additional  Rent  for  a  particular   Lease  Year  shall  be
inadmissible in any but the immediately ensuing Lease Year.

WAIVER OF OFFSET

3.06 The Tenant  hereby waives all right or claims to offset  against Rent,  any
alleged  undischarged  obligations  under this Lease or claims in respect of any
other agreements.

                                 USE OF PREMISES

PERMITTED USE

4.01 The Tenant  covenants  and agrees to occupy  and use the  Premises  for the
Permitted Use only and for no other purpose without the prior written consent of
the Landlord.

LICENSES, FRANCHISES, CONCESSIONS

4.02 The Tenant covenants that it shall not, without the consent of the Landlord
in writing first had and obtained,  grant any  franchise,  license or concession
over or in respect of all or any part of the  Premises  or its  business  on the
Premises.



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COMPLY WITH LAWS

4.03 The Tenant  covenants  and agrees at its sole  expense,  to comply with all
laws,  regulations  and  directions  of all  governments,  public  utilities and
statutory authorities regarding the Tenant's occupation and use of the Premises,
regardless of whether  notice is delivered by that  authority or the Landlord or
other agency on its behalf.

COMPLY WITH REGULATIONS

4.04 The  Tenant  covenants  and  agrees to comply  and to cause its  employees,
invitees and others over whom the Tenant can  reasonably be expected to exercise
control to likewise  comply with the  Regulations  attached and  incorporated in
this Lease, as the same may be amended by the Landlord from time to time.

NUISANCE

4.05 The Tenant covenants not to commit or permit any waste or nuisance upon the
Premises nor to overload the floors or obstruct the heating,  ventilator  or air
conditioning vents. The Tenant further acknowledges and agrees that the Landlord
shall have sole discretion to determine whether any behaviour,  noise, lighting,
vibration or smell constitutes a nuisance.

TENANT'S SIGNS AND ALTERATIONS

4.06 The Tenant  shall be able to make such  alterations  and  additions  to the
Premises as he may from time to time  require  for the  conduct of his  business
provided such  alterations,  including all fixed signs,  have been submitted for
approval  in  writing in advance by the  Landlord  and the other  provisions  of
Clause 2.05 have been  complied  with in connection  with such  alterations  and
additions.  The Tenant  shall  neither  post nor display any signs  visible from
outside the Premises without the Landlord's express approval.

                              REPAIRS AND INSURANCE

LANDLORD'S COVENANT TO REPAIR

5.01 Subject to the provisions of Clause 5.03, the Landlord shall be responsible
for  structural  repairs  necessarily  required to correct  inherent  defects in
design or construction of the following components of the Building:

     (a)  the  roof  deck  (excluding  the  protective  system  above  the  deck
          surface);
     (b)  the bearing walls (excluding  perimeter  caulking of walls,  doors and
          windows,  tuckpointing  of bricks  and  blocks,  parging  repairs  and
          waterproofing of exterior wall surfaces), and
     (c)  the floor and foundation,

save and except damage  caused by the  negligence or wilful acts or omissions of
the  Tenant,  its  employees,  invitees,  licensees,  agents,  servants or other
persons from time to time on or about the Premises, the Building or the Property
with the express or implied consent, approval or invitation of the Tenant or its
subtenant.

LANDLORD'S RIGHT OF ACCESS

5.02 The Tenant agrees to permit entry by the Landlord at all  reasonable  times
for the purpose of  inspecting  the  Premises  and/or to execute the  Landlord's
repairs  referred to in Clause 5.01, the Tenant's  repairs referred to in Clause
5.07  (subject  to the  provisions  of  Clause  8.03),  and,  in the event of an
emergency  to use  reasonable  force to break into the  Premises  to execute any
repairs or emergency  measures  without  creating any  liability for any loss or
damage occasioned thereby.

The Landlord  shall have the right to run utility  lines,  pipes,  roof drainage
pipes,  conduit wire and duct work where necessary through ceiling space, column
space, interiors of walls and beneath floors of the Premises and to maintain the
same in a manner which does not unduly interfere with the Tenant's use thereof.

LIMITATION ON LANDLORD'S COVENANT

5.03 The Tenant covenants and agrees that except where the same is caused by the
negligence of the Landlord, the Landlord shall have no liability for:

     (a)  the loss or damage  to any  property  of the  Tenant,  its  employees,
          invitees,  licensees  and  agents,  nor the injury to or death of such
          parties or;



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                                       8



     (b)  any  loss,  damage  or  injury  whatsoever  arising  from  the use any
          operation  of any plant or equipment  or from any  electrical,  gas or
          other installation, or;

     (c)  any loss,  damage or injury  whatsoever  arising  from the  failure or
          interruption in any utility, service or supply, or in the operation of
          any plant or  equipment  or in the  function  of any gas,  electric or
          other installation or;

     (d)  any act or  omission  of  contractors  or  persons  from  time to time
          employed by the Landlord to perform janitorial,  security, maintenance
          or other services or work.

REPAIR OF FIRE DAMAGE

5.04 In the event that the  Property  or the  Premises  are  damaged,  or access
thereto curtailed,  by fire or any other hazard for which the parties hereto are
insured, then if, in the opinion of an experienced building contractor appointed
by the  Landlord,  the time for  repairing  such damage,  excluding the time for
obtaining permits,  tenders,  materials or equipment,  or other delay beyond the
Landlord's  control,  is less than six months,  the  Landlord  shall  notify the
Tenant within two weeks of the occurrence of the original damage and the parties
shall  forthwith  initiate  this  repair in  accordance  with  their  respective
obligations under this Lease. The Landlord, unless such damage or loss of access
was caused by the acts of the Tenant,  its agents,  servants or invitees,  shall
concurrently  allow an abatement of Rent which  recognizes the nature and extent
of the damage or loss of access until such time as the damage or access  thereto
has been restored.

If the damage is such as to preclude, in the opinion of the experienced building
contractor  appointed by the Landlord  hereunder,  repair of the Premises within
the period of time set forth  above,  or if the damage  occurs  during the final
twelve  months of this  Lease and the  Premises  are unfit for use by the Tenant
because of such  damage,  then  either  party  may,  within  thirty  days of the
occurrence of the original  damage,  serve upon the other one month's  notice of
the  termination  of this  Lease.  If  neither  party so elects  then they shall
proceed   forthwith  with  the  repair  in  accordance  with  their   respective
obligations under this Lease.

TENANT'S COVENANT TO INSURE

5.05 The Tenant covenants to effect and maintain throughout the Term, insurances
in  respect of the  Premises,  in forms,  amounts  and with  insurance  carriers
satisfactory to the Landlord providing cover for:

     (a)  comprehensive  general public  liability  insurance  (covering  bodily
          injury, death and property damage) on an occurrence basis with respect
          to all construction, installation and alterations done in the Premises
          by the Tenant,  the  business  carried on, in or from the Premises and
          the   Tenant's   use  and   occupancy   thereof,   of  not  less  than
          $2,000,000.00; and

     (b)  insurance  upon  property of every  description  and kind owned by the
          Tenant or for which the Tenant is legally  liable,  or installed by or
          on behalf of the Tenant (and which is located  within the  building on
          the  Property)  in such amounts as may be  reasonably  required by the
          Landlord in respect of fire and such other  perils as are from time to
          time defined in the usual extended  coverage  endorsement,  including,
          without  limitation,  sprinkler  leakage and  insurance  covering  the
          Tenant's Work, his trade fixtures, stock, furniture and equipment, and
          all  leasehold  improvements  of the Tenant  whether  installed by the
          Landlord or the Tenant, and which insurance shall include the Landlord
          as a named insured as the Landlord's  interest may appear with respect
          to insured Tenant's Work and provide that any proceeds  recoverable in
          the event of loss to  Tenant's  Work shall be payable to the  Landlord
          but the Landlord  agrees to make  available  such proceeds  toward the
          repair or  replacement  of the  insured  property if this Lease is not
          terminated  pursuant  to any  provision  hereof,  and if this Lease is
          terminated for reasons other than the default of the Tenant hereunder,
          the  Landlord  and  Tenant  agree that the  proceeds  shall be divided
          between the Landlord and the Tenant as their  respective  interest may
          appear (as determined by agreement or failing agreement by arbitration
          pursuant to Clause 7.02 hereof); and such insurance shall provide that
          such  insurers  shall  provide to the Landlord  thirty (30) days prior
          written  notice  of  cancellation  or  material   alteration  of  such
          policies. Each policy shall name the Landlord as an additional insured
          except for coverage for the Tenant's  trade  fixtures and  furnishings
          and equipment  but including  coverage for Tenant's Work in respect of
          the Landlord's  insurable interest therein, and shall contain a waiver
          of cross-claim and subrogation  against the Landlord and shall protect
          and  indemnify  both,  the Landlord  and the Tenant.  The Tenant shall
          furnish to the Landlord certificates, or, if required by the Landlord,
          certified  copies of the  policies  (signed  by the  insurers)  of the
          insurance  from time to time required to be effected by the Tenant and
          evidence acceptable to the Landlord of their continuation in force. If
          the  Tenant  shall  fail to take  out,  renew  and keep in force  such
          insurance  the  Landlord  may do so as the agent of the Tenant and the
          Tenant shall repay to the Landlord any amounts paid by the Landlord as
          premiums forthwith upon demand.




<PAGE>
                                       9


TENANT NOT TO AFFECT LANDLORD'S INSURANCE

5.06 The  Tenant  covenants  that it will not do or permit  anything  to be done
which increases or jeopardizes the Landlord's Insurance premiums or coverage. In
the event that the Tenant does so cause an increase in the Landlord's  insurance
premiums  then the Landlord can require  either that the cause be removed by the
Tenant or the  increased  premiums be paid by the Tenant.  In the event that the
Tenant so jeopardizes the Landlord's insurance as to cause its cancellation then
the Tenant shall, upon notice, remedy the cause thereof.  Failure to comply with
such notice  shall render this Lease  liable to  immediate  cancellation  by the
Landlord.

TENANT'S COVENANT TO REPAIR

5.07 The Tenant covenants that,  notwithstanding  any notice given in accordance
with Clause 5.08 hereof, it shall, at all times during the term of this Lease at
its own cost decorate, repair and maintain the Premises and all Tenant's Work in
good condition and repair,  including all interior doors, frames,  glass, walls,
floors,  lighting and all equipment and fixtures now or hereafter,  in or about,
the Premises.

The Tenant  further  covenants  to maintain the Premises in a clean and sanitary
condition, free from vermin and otherwise in accordance with the Regulations and
any statutory authority having jurisdiction with respect to the Premises.

TENANT TO NOTIFY DEFECTS

5.08 The  Tenant  shall  give  immediate  notice  to the  Landlord  of any fire,
accident, damage or defect within the Premises or any other part of the Property
and shall promptly  thereafter  confirm the same in writing,  provided that such
notice shall not in any way alter the Tenant's covenant to repair.

TENANT TO LEAVE IN REPAIR

5.09  Subject to  provisions  of Clause  7.03  hereof  the  Tenant  shall at the
termination of this Lease,  peaceably  surrender the Premises to the Landlord in
good and tenantable  repair to the extent provided for in Clause 5.07,  together
with the keys to all locks and the numbers to all combination locks.

                           OTHER LANDLORD'S COVENANTS

QUIET ENJOYMENT

6.01 The Landlord shall allow the Tenant quiet enjoyment of the Premises subject
to the terms and conditions of this Lease.

TENANT'S RIGHT OF ACCESS

6.02 The  Landlord  shall  allow the  Tenant in common  with  others to pass and
repass upon the Common Area at such times and in such manner as the Landlord may
from time to time direct.

LANDLORD'S SERVICES

6.03  Notwithstanding  the  Tenant's  covenant  to pay  for  all or any of  such
services,  the Landlord hereby agrees to undertake and maintain those Landlord's
services set forth in Schedule "C" of this Lease.

ADDITIONAL SERVICES

6.04 The Landlord  may, at its option,  if so  requested by the Tenant,  provide
supplementary services to the Tenant or may provide services at times other than
the times at which such services are normally provided. In such event, the costs
of such  services  shall be paid to the Landlord by the Tenant from time to time
promptly upon receipt of invoices  therefore  from the  Landlord.  Costs of such
services shall not be included in Operating Expenses.

                               SURRENDER OF LEASE

TERMINATION AND OVERHOLDING

7.01 The  Tenant  shall,  without  notice  from the  Landlord,  at the expiry or
earlier termination of this Lease, peaceably yield up possession of the Premises
together  with the fixtures and  improvements  thereon as provided for in Clause
7.03.



<PAGE>
                                       10


In the event that the Tenant shall hold over,  the tenancy shall be construed as
one of a month to month upon the same terms and  conditions  as herein  provided
except as to Basic Rent which shall be two times the Basic Rent  provided for in
the last  preceding  year of this Lease,  until such time as otherwise  mutually
agreed.

ARBITRATION

7.02 In the event that the parties are unable to agree on any matter calling for
mutual  agreement  under this  Lease,  then that  matter  shall be  referred  to
arbitration in the manner  provided for under the Commercial  Arbitration Act of
British Columbia.

ANNEXATION OF TENANT'S IMPROVEMENTS

7.03 The Tenant  shall,  upon the expiry or earlier  termination  of this Lease,
yield up with the Premises and without compensation, all Tenant's Work and other
alterations,  additions and improvements  therein  excepting only moveable trade
fixtures,  which Tenant's Work,  alterations,  additions and improvements shall,
thenceforth be deemed fully annexed to and form a part of the Property. 


ASSIGNMENT AND SUBLETTING

7.04 The Landlord and Tenant further covenant and agree as follows:

     The Tenant  shall not suffer or permit any part of the  Premises to be used
or occupied by any persons  other than the Tenant,  any  assignees or subtenants
permitted herein and the employees of the Tenant and any such permitted assignee
or  subtenant,  or  suffer  or  permit  any part of the  Premises  to be used or
occupied by any licensee or  concessionaire,  or suffer or permit any persons to
be upon the  Premises  other  than  the  Tenant,  such  permitted  assignees  or
subtenants and their  respective  employees,  customers and others having lawful
business with them.

     (a)  The Tenant  shall not assign,  mortgage or charge this Lease or sublet
          or part with  possession  of the whole or any part of the Premises nor
          shall it permit  any  subtenant  to  assign,  mortgage  or charge  its
          sublease or sublet or part with possession of the whole or any part of
          the  Premises  (each of the  foregoing  transactions  being  sometimes
          referred  to  herein  as a  "Transfer")  unless  it shall  have  first
          requested and obtained the consent in writing of the Landlord thereto.
          Any  request  for  such  consent  shall  be in  writing  and  shall be
          accompanied by a true copy of any agreements  relating to the Transfer
          which the Tenant may have originated or received, and the Tenant shall
          furnish to the Landlord all  information  requested by the Landlord as
          to the  business  and  financial  responsibility  and  standing of the
          proposed assignee, subtenant, mortgagee or chargee or occupant (herein
          referred to as the "Transferee").

     (b)  The  Landlord's  consent  to the  Tenant's  request  for  consent to a
          Transfer  shall not  unreasonably  be withheld  or  delayed,  provided
          nevertheless  that the Landlord shall be entitled to withhold  consent
          unreasonably if the Landlord  exercises the right  hereinafter set out
          in subclause 7.04(c).  Provided further that the Landlord's consent to
          any Transfer shall be  conditional  upon the Transferee and the Tenant
          entering  into an  agreement  in form and  content  stipulated  by the
          Landlord  under which the  Transferee  agrees to perform,  observe and
          keep each and every covenant, proviso, condition and agreement in this
          Lease on the part of the Tenant to be  performed,  observed  and kept,
          including (except in the case of a subtenancy) payment of Rent and all
          other sums and payments  agreed to be paid or payable under this Lease
          on the days and at the times and in the manner  herein  specified.  In
          the case of a subtenancy, the agreement shall contain an assignment to
          the Landlord of the rents and other amounts payable under the sublease
          involved and a provision  whereby the  subtenant  agrees to pay to the
          Landlord,  unless the  latter  otherwise  directs,  all such rents and
          other  amounts  payable under the sublease.  The  assignment  shall be
          given as security for payment of the rents and other  amounts  payable
          under this Lease.  The  Landlord  shall credit each of the payments it
          receives  from the  subtenant  to the balance of annual basic rent and
          additional rent payable by the Tenant under the Lease.  Such agreement
          shall also contain an acknowledgement by the Tenant that to the extent
          that such  payments are made by the  subtenant  to the  Landlord  they
          shall  constitute  payment  by  the  subtenant  to the  Tenant  of the
          subtenant's  obligations  to the Tenant  under the  sublease.  Without
          limiting  the  grounds  for  withholding  consent to a  Transfer,  the
          Landlord's refusal to consent will not be considered unreasonable if a
          reason  for  withholding  the  consent  is (i) that the  Landlord  has
          concerns,  on  reasonable  grounds,  about  the  business,   financial
          background,  business  history  or  creditworthiness  of the  proposed
          Transferee  or about the use to which the Premises may be put; or (ii)
          the Transferee's  refusal to execute an agreement of the type referred
          to above.




<PAGE>
                                       11


     (c)  Upon the receipt  from the Tenant of such  request  and such  required
          information, the Landlord shall have the right, exercisable in writing
          within fourteen (14) days after such receipt,  to cancel and terminate
          this Lease if the  request  relates to all the  Premises  or to cancel
          this Lease only with respect to the applicable part of the Premises if
          the request  relates only to a part of the  Premises.  In a case where
          the Tenant's  request for consent to a Transfer relates only to a part
          of the  Premises,  the  phrase  "cancellation  of  this  Lease"  means
          cancellation of this Lease only with respect to the applicable part of
          the Premises,  and similar  expressions  have similar  meanings.  Such
          cancellation  shall  be  effective  as of the  date  set  forth in the
          Landlord's  notice of exercise  of such right,  which shall be neither
          less than sixty (60) nor more than one hundred  and twenty  (120) days
          following the service of such notice.  If the Lease is cancelled  only
          with respect to a part of the  Premises,  basic rent will abate in the
          proportion  that the  Rentable  Area of the part of the  Premises  for
          which  this  Lease  is  cancelled  bears to the  Rentable  Area of the
          Premises, and this Lease will be amended accordingly. The Tenant shall
          have the right to withdraw  its request in the event that the Landlord
          elects to cancel and terminate  the Lease,  provided that it withdraws
          it  request  within  ten  days  (10) of  receipt  of  notification  of
          termination  and  cancellation  by the  Landlord  and the lease  shall
          remain in full force and effect.

     (d)  If the Landlord shall  exercise such right the Tenant shall  surrender
          possession  of the Premises or the  cancelled  portion  thereof on the
          date set forth in such notice in  accordance  with the  provisions  of
          this Lease  relating to surrender of the Premises at the expiration of
          the Term.

     (e)  If the Landlord shall not exercise the right to cancel this Lease or a
          proportion  thereof,  as  above  provided  after  the  receipt  of the
          Tenant's written request,  then the Landlord's consent to such request
          shall not be unreasonably  withheld or delayed.  In no event shall any
          Transfer to which the Landlord may have  consented  release or relieve
          the  Tenant  from its  obligations  fully to  perform  all the  terms,
          covenants and conditions of this Lease on its part to be performed. No
          consent by the  Landlord to any  Transfer  shall be  construed to mean
          that  the  Landlord  has  consented  or will  consent  to any  further
          Transfer.

     (f)  Documents  evidencing  the  Landlord's  consent  to  a  Transfer,   if
          permitted or consented to by the  Landlord,  as well as any  documents
          evidencing the Tenant's assignment of sublease rentals to the Landlord
          as  contemplated  in  paragraph  (j) below,  will be  prepared  by the
          Landlord or its solicitors, and all related legal costs, including the
          costs of  registration in any public offices of any notices or renewal
          notices  of the  assignment  of  sublease  rents,  will be paid by the
          Tenant to the Landlord or its solicitors,  as Additional Rent,  within
          15 days after  receipt of an invoice  from the  Landlord  setting  out
          reasonable particulars of the charges.

     (g)  If after the date of  execution  of this  Lease  shares not listed for
          sale on a recognized  stock exchange in Canada or the United States in
          the capital of either the Tenant or a  corporation  that  controls the
          Tenant are  transferred  by sale,  assignment,  bequest,  inheritance,
          operation of law or other  disposition,  or are issued by subscription
          or  allotment,  or are  cancelled  or  redeemed,  so as to result in a
          change in the effective voting or other control of the Tenant, or of a
          corporation that controls the Tenant, by the person or persons holding
          control on the date of execution of this Lease,  or if other steps are
          taken to  accomplish  a change of control,  the Tenant  promptly  will
          notify the Landlord in writing of the change of control, which will be
          considered to be an  assignment of this Lease to which the  provisions
          of this Clause  shall  apply.  Whether or not the Tenant  notifies the
          Landlord,  unless the Landlord  previously had consented to the change
          of control,  the Landlord  may,  within 60 days after it learns of the
          change in control,  notify the Tenant that it elects to terminate this
          Lease.  The Tenant will make  available  to the Landlord or its lawful
          representatives  all corporate  books and records of the Tenant and of
          any  corporation  that  controls  the  Tenant  for  inspection  at all
          reasonable  times, to ascertain to the extent  possible  whether there
          has been a change of control. For the purposes of this Clause, control
          means the direct or indirect beneficial  ownership of more than 50% of
          the voting shares in the capital of a corporation.

     (h)  If an approved  Transferee has sublet or taken an assignment of all or
          part of the Premises  from the Tenant and has agreed to pay the Tenant
          a rent or other  amount in respect of the  Premises or any part of the
          Premises  that  exceeds the Rent payable by the Tenant to the Landlord
          (or a  pro-rated  portion  of such Rent in the case of a  sublease  or
          assignment of less than the entire  Premises),  the Tenant will pay to
          the Landlord monthly, as additional rent, together with basic rent, an
          amount equal to the excess Rent or other amount received or receivable
          by the Tenant from the Transferee.

     (i)  If the  Landlord  sells or  otherwise  disposes of the  Building or an
          interest  in the  Building  or in this  Lease to the  extent  that the
          purchaser or assignee assumes  responsibility  for compliance with the
          covenants  and  obligations  of the  Landlord  under this  Lease,  the
          Landlord  without  further  written  agreement  will  be  relieved  of
          liability under the covenants and obligations.

     (j)  The Tenant  covenants and agrees that it shall not grant to any lender
          or other creditor an assignment, mortgage or charge of its interest in
          any  sublease of all or any part of the Premises or of its interest in
          any of the rents  payable under any such  sublease.  The Tenant hereby
          agrees that upon the  request of the  Landlord  from time to time,  it
          shall  assign unto the  Landlord,  as 


<PAGE>
                                       12


          security  for the  payment of the rent under  this  Lease,  all of its
          rights, title and interest in the rents payable under any and all such
          subleases.  Such assignment  shall be acceptable to the Landlord as to
          form and content and it is agreed that the  Landlord  may withhold its
          consent to a proposed  sublease  if the  Tenant  fails to execute  the
          assignment.

LANDLORD'S RIGHT TO SHOW PREMISES

7.05 The Tenant shall allow the  Landlord,  his agents and employees to show the
Premises  to  others at all  reasonable  hours at any time  during  the last six
months of the Term or other six month terminal period of occupation.

                               LANDLORD'S REMEDIES

RECOVERY OF MONIES

8.01 If at any time  before or after the  expiry or earlier  termination  of the
Term, the Landlord  shall suffer or incur any damage,  loss or expense for which
the Tenant is liable  hereunder,  then such amount shall be deemed to be payable
as Rent and recoverable as such.

INTEREST

8.02  Interest on any monies due to the Landlord  under this Lease shall be paid
by the  Tenant  as Rent and  shall  accrue  daily at the Rate of 2% per annum in
excess of the minimum  lending rate to prime  commercial  borrowers from time to
time charged by the Landlord's bank, Vancouver, British Columbia.

RIGHT TO PERFORM

8.03 In the event that the Tenant is in default in the observance or performance
of any of the Tenant's covenants herein contained,  then the Landlord may at its
option,  observe and perform the  covenant or  covenants  without  creating  any
liability in respect thereto for injurious affection.  All and any costs arising
therefrom  shall be payable by the Tenant to the  Landlord  on the next  ensuing
date for the payment of Basic Rent together with administration charges equal to
5% of the costs incurred.

RIGHT TO DISTRAIN

8.04 The Landlord  shall have the right to distrain for Rent in arrears  against
the goods and chattels of the Tenant, whether or not removed to another location
and may use such force as may be necessary for that purpose without being liable
to any action in respect of any forcible entry, or any loss or damage  sustained
by the Tenant in  connection  therewith.  The Tenant  waives and  renounces  the
benefit of any present or future  statute taking away or limiting the Landlord's
right of distress.

RIGHT TO POSSESS

8.05 In the event that the Tenant is in breach of any covenant under this Lease,
or the Premises  are deserted or vacated for a period in excess of one week,  or
not used in the manner  prescribed under this Lease, or in the event that any of
the goods,  equipment or fixtures of the Tenant, are taken under or made subject
to execution or attachment  in favour of any creditor,  or in the event that the
Tenant or any creditor initiates  proceedings for the declaration of bankruptcy,
insolvency or an  assignment  in favour of any creditor,  or if the Tenant takes
the benefit of any Act for  bankrupt or insolvent  debtors,  or if a Receiver or
Receiver-Manager  is  appointed  for the  Tenant  or any  part  of the  Tenant's
business  or  assets,  then in all such  cases  the then  current  month's  Rent
together with a further three months  accelerated Rent shall immediately  become
due and payable to the Landlord as a preferred creditor.

The Landlord  may  further,  or in the  alternative,  at its option,  by written
notice affixed to the Premises,  the provisions of Clause 9.04  notwithstanding,
forthwith  cancel this Lease and re-enter the Premises with sole right and title
thereto  or as  agent  for  the  Tenant,  provided  always  that  the  financial
obligations of the Tenant, up to such date of  determination,  shall survive the
cancellation  and may at the Landlord's  option be satisfied by seizure and sale
of any furniture or other property upon the Premises.

RECOVERY OF COSTS

8.06 In the vent that the Landlord incurs any  professional  fees or other costs
or expenses in the exercise of any of the Landlord's  remedies then, he shall be
able to recover such  expenses  from the Tenant and such expenses may be treated
as Rent due hereunder.



<PAGE>
                                       13


NO WAIVER

8.07 It is  expressly  understood  and agreed that the  remedies of the Landlord
under  this  Lease  are   cumulative,   not  alternative  and  the  exercise  or
non-exercise by the Landlord of any right or remedy for the default or breach of
any covenant,  condition or agreement  herein contained or the acceptance of any
monies owing to the Landlord  hereunder,  shall not be deemed to be a waiver of,
or to alter,  affect or  prejudice  such right or remedy or the  exercise of any
other right or remedy,  and any waiver or indulgence  granted by the Landlord to
the Tenant shall not be deemed to be a waiver of, or right to  indulgence in any
subsequent default or breach by the Tenant.

NOTIFICATION BY LANDLORD

8.08  Notwithstanding  the  foregoing  provisions of this Lease or any statutory
provision  to the  contrary,  the  Landlord  shall not  exercise  its  rights to
terminate the Lease unless the Tenant has received seven (7) days written notice
from the  Landlord  for the  remedy of a default  or  defaults  in any  monetary
payment due under this Lease,  and the Tenant has not rectified such non-payment
within such period,  and fourteen  (14) days written  notice for the remedy of a
breach of any other  covenant or covenants  provided for in this Lease,  and the
Tenant has not rectified such breach within such period.

                                  MISCELLANEOUS

SUBORDINATION AND ATTORNMENT

9.01 The  Tenant  agrees  that this  Lease be  subject  and  subordinate  to any
mortgage  or other  encumbrance  which  may now or  hereafter  be  placed by the
Landlord  against the Property and the Tenant  covenants and agrees to attorn to
such mortgagee or encumbrancee and for such purpose hereby appoints the Landlord
as its attorney to execute and deliver all such postponements,  deeds, documents
and detail as may be necessary  to evidence  the good  standing of this Lease or
give effect to such subordination.

INDEMNIFICATION

9.02 The  Tenant  shall  indemnify  the  Landlord  against  any claims or losses
arising out of the acts or omissions of the Tenant or his  invitees,  or his use
or  occupation  of either the  Premises  or other parts of the  Property,  or by
virtue of the operation of any of the  covenants  and  agreements in this Lease,
except where such claims,  costs or losses are caused by the  negligence  of the
Landlord.

NO LIENS

9.03 The Tenant  covenants  that it will not permit or cause anything to be done
on the Premises or with  respect to the Premises  which may result in any liens,
lis  pendens  or  judgements  being  imposed  upon  either the  Premises  or the
Property.  If and  whenever  such liens,  attachments  or claims are filed,  the
Tenant shall within fifteen (15) days of being  notified of same,  procure their
discharge, either by payment or posting a bond, or by such other means as may be
permitted in the circumstances.

NOTICES

9.04 Any notice, demand, request,  consent or objection required or contemplated
to be given or made by any  provisions  of this Lease  shall be given or made in
writing and either  delivered  personally  or sent by registered  mail,  postage
prepaid,  addressed to the parties hereto at the addresses  noted in the recital
on page one of this Lease or to such other addresses as may from time to time be
identified and shall be deemed to have been received,  if delivered  personally,
upon  delivery  and if mailed,  three  working  days after the mailing  thereof.
Provided  that if mailed,  should  there be between  the time of mailing and the
actual  receipt of the notice,  a mail strike,  slowdown or other labour dispute
which might affect  delivery,  then such  notice,  demand,  request,  consent or
objection shall only be effective if actually delivered.

REGISTRATION OF LEASE

9.05 The Landlord  covenants  and agrees that a short form of this Lease may, at
the option of the Tenant,  be  registered by the Tenant in the Land Title Office
in which the  Property is  situated  and the  Landlord  shall not be required to
deliver this Lease in registrable form at the expense of the Tenant.

TIME OF THE ESSENCE

9.06     Time shall be of the essence of the Lease.



<PAGE>
                                       14


INTERPRETATION

9.07 It is understood and agreed that nothing contained in this Lease nor any of
the acts of the  parties  hereto  shall be  deemed to  create  any  relationship
between the parties other than that of landlord and tenant.

This Lease  together  with the  Schedules  and  Regulations  shall  enure to the
benefit of and be binding upon the parties hereto, the successors and assigns of
the Landlord, and the heirs, administrators, executors, successors and permitted
assigns of the Tenant.

This Lease shall be interpreted in accordance  with and the parties hereto shall
attorn to the laws of the Province of British Columbia.  In the event that there
is any  conflict  between  the body of the Lease,  the  Schedules  hereto or the
Regulations  made  hereunder,  the body of the Lease proper shall take  priority
over the Schedules and the Schedules shall take priority over the Regulations.

Whenever the  singular or  masculine  or neuter is used in this Lease,  the same
shall be deemed to  include  the  plural or the  feminine,  or body  politic  or
corporate and the respective heirs,  executors,  administrators,  successors and
permitted  assigns of the parties hereto,  and each of them where the context or
the parties so require.  If the Tenant is more than one person,  the obligations
of those comprising the Tenant shall be joint and several.

Captions  appearing in the margin of this Lease, the headings of the clauses and
other like notes 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 provisions thereof.

ENTIRE AGREEMENT

9.08 This Lease together with the Schedules and  Regulations  annexed hereto and
deemed to form a part hereof shall  comprise the entire  agreement  and no prior
stipulation, covenants, representations,  warranties, conditions, agreements, or
undertakings,  express or implied,  verbal or  otherwise of the parties or their
agents shall be valid and enforceable  unless made in writing initialled by both
parties and  embodied in the  provisions  of this Lease,  or the  Schedules  and
Regulations hereto.

     IN WITNES  WHEREOF the parties have duly executed this Lease as of the date
written below.

Landlord


/s/ [Illegible]                                      
---------------------------------------------
By:      Signature

         Peter G. Maher
         Vice President
         Property Management                
         Name and Title


/s/ F.W. Crockett                                    
---------------------------------------------
         Signature

         F.W. Crockett
         Director, Leasing                  
         Name and Title

Dated:   September 19, 1997


Tenant

/s/ [Illegible]                                      
---------------------------------------------
By:      Signature

         Peter G. Maher
         Vice President
         Ken Miller, President              
         Name and Title

/s/ [Illegible]                                      
---------------------------------------------
         Signature

         Erik Dysthe, CEO                   
         Name and Title

Dated:   [Undated]


<PAGE>


                                  SCHEDULE "A"

                             AIRPORT EXECUTIVE PARK

                              ARCHITECT DRAWING OF

                                SITE/CONTEXT PLAN


<PAGE>


                             AIRPORT EXECUTIVE PARK

                              ARCHITECT DRAWING OF

                                  GROUND FLOOR


<PAGE>



                             AIRPORT EXECUTIVE PARK

                              ARCHITECT DRAWING OF

                                  SECOND FLOOR


<PAGE>


                             AIRPORT EXECUTIVE PARK

                              ARCHITECT DRAWING OF

                                   THIRD FLOOR



<PAGE>


                                  SCHEDULE "B"

                                 LANDLORD'S WORK

                            BUNTING COODY ARCHITECTS


                              OUTLINE SPECIFICATION
                             AIRPORT EXECUTIVE PARK
                       New 95,000 sq. ft. office facility
                                 Richmond, B.C.

The proposed  building is a 3 storey,  95,000 gross square foot office  facility
located  in  office  park  development  in  Richmond.  The site is flat and will
require  extensive work to landscape areas to provide surface parking.  The site
is central in the  Airport  Executive  Park,  bordered on all sides by an access
drive and will be landscaped as a feature  area.  Much of the entry  landscaping
material will be retained or relocated.

--------------------------------------------------------------------------------
Site Development
--------------------------------------------------------------------------------

Parking
The high  traffic  areas of the site will be  finished  with 2 - 1/2 inch  thick
asphalt and 4 inch gravel and subbase.  Some low traffic  areas  adjacent to the
greenway  may  be  finished  with  soft  or  porous   surface.   There  will  be
approximately 315 surface stalls.  All stalls will be marked with painted lines.
A portion of the surface parking may be grass paving.

Landscaping
Treed islands with mature trees and curbs will divide the stalls.  Planted areas
will have an  irrigation  system.  Hydrants  and hose bibs will be  located  for
convenience to serve the site.  Flowering  shrubs and plants will accentuate the
entry area and the building  perimeter.  Much of the landscaping will consist of
native plant species and be well integrated with the adjacent treed areas.  Much
of the mature existing plant material will be retained and/or relocated.

Site Lighting
Site lighting will be on light standards  through the parking areas to be better
than existing levels in the Airport  Executive Park. There will be some lighting
off the building.  Ballard lighting will be installed to illuminate pathways and
plazas.

--------------------------------------------------------------------------------
Structure
--------------------------------------------------------------------------------

Columns and Footings
The  structure  will be a tilt-up  concrete  exterior  wall  with a steel  frame
internal  structure.  The structure will consist of steel columns and beams with
open web steel joists supporting  concrete topping on steel decking.  The column
grid will be 30 feet by 30 feet.

Exterior Walls
The exterior walls will be engineered reinforced concrete, insulated metal panel
and glazing.  Insulation will be to R-12 including rigid  insulation  mounted on
the inside area of the concrete panels as a thermal break.


<PAGE>


OUTLINE SPECIFICATION
Airport Executive Park                                                 Page -2-
File No. 9724.01


Roof
The roof will be a five ply built-up  roof with a 10 year warranty and insulated
to R-20.

Windows
The  windows are  sealed,  double  glazed  tinted  high  performance  glass on a
vertical and horizontal  Kawneer type aluminum  storefront with a minimum 4 inch
profile.  Glazing  height will be  approximately  7'-0"  vision  glass on a sill
height of 2'-0".  Window openings will be approximately  50% of the wall area. A
curved entry area will be full height curtain wall.

--------------------------------------------------------------------------------
Exterior Finishes
--------------------------------------------------------------------------------

Exterior
The exterior  floor  surfaces  will include a plaza area with exposed  aggregate
finish, concrete banding and interlocking pavers.

Doors and Windows
All storefront  door and window frames will have a custom color special  coating
finish. (Duracron/Duranor type)

Exterior Walls
Concrete  surfaces will be painted with two coats of high  performance  exterior
grade breathable paint.

Flashings and Sills
All flashings and sills will be painted.

Decorative Elements
There  will  be  elements  on the  building  exterior  including  pilasters  and
horizontal trim.

Metal Cladding
There will be some metal  cladding  material to entry areas and special  feature
areas.  Cladding  will be colored from  manufacturers  range and custom color at
feature areas.

--------------------------------------------------------------------------------
Interior Finishes
--------------------------------------------------------------------------------

Walls
All exterior perimeter walls will be insulated and finished with drywall,  taped
and sanded ready for paint.  All core interior walls will be to the underside of
structure, taped and sanded ready for paint.

Washrooms
Common washrooms will be provided  complete with floor mounted metal partitions,
stone vanity and splash.  American  Standard type  fixtures and fittings,  4"x4'
ceramic  tile on the walls and  floors  and  drywall  ceilings.  Male and female
change rooms are provided on the main floor.

Lobby
A common entrance lobby of  approximately  1,000 square feet will be provided to
the building with natural  stone  flooring,  a "zolotone"  type of finish to the
walls. The lobby will be two storey with a feature drywall ceiling. A balcony on
the  second  floor  will  have a  "feature"  glass  railing  with wood and steel
finishes.  The main entry doors will be tempered  glass  double doors with patch
hardware in a feature frame and recessed automatic door openers.

Corridors
Common corridors, if required, will be located where appropriate and will have a
"zolotone" type wall finish with wood trim, top and bottom,  and 32 oz. Carpeted
floor and acoustic tile ceilings.


<PAGE>


OUTLINE SPECIFICATION
Airport Executive Park                                                  Page -3-
File No. 9724.01


Tenant Entries
All tenant entry doors off the lobby will be tempered glass,  double doors, with
patch hardware.

Service Room and Washroom Entry Doors
All interior  service  room doors will be hollow core metal in steel frame,  3/4
hour rated, with custom paint finish.  All washroom and public use doors will be
solid core wood,  3/4 hour rated with  painted  finish.  Hardware  will be heavy
duty, or equal type Schlage B Series.

Service Rooms
There will be one janitor's  room per floor and one  electrical/mechanical  room
per floor and one elevator service room. Janitors and mechanical rooms will have
suspended  tile ceilings.  Electrical  rooms will have one hour spay fire rating
material to the  underside  of the deck above.  All rooms will have drywall wall
complete with two coats of paint.  All floors will be painted finish on concrete
with vinyl base.

Floors
All floors  unless  otherwise  noted will be smooth  concrete  finish  ready for
carpet.

Ceilings
All  ceilings in open plan areas will have T-bar and tile  installed  throughout
unless  otherwise  noted.  Ceilings  will include  lights and  sprinkler  system
installation in a basic generic layout.

--------------------------------------------------------------------------------
Mechanical
--------------------------------------------------------------------------------

Plumbing
The washroom  fixtures will be American  Standard flush valve type.  Wash basins
will be  American  Standard  rimmed  type.  All  fittings  and  faucets  will be
commercial grace stainless steel.

HVAC
The HVAC system will incorporate zoning subdivision of each floor and shall have
100 ton chiller capacity with one boiler. The HVAC system will be a core wrapped
four-pipe  fan coil system.  The base  building  system will include all central
systems  and  equipment  and  primary  distribution  to  the  floor.   Secondary
distribution to each tenant area is the responsibility of the tenant.

Fire Protection
The building will be sprinklered  throughout in accordance with the requirements
of NFPA, Provincial and Municipal codes and standards.

Elevators
Two 3, 500lb  hydraulic  elevators with 3'-6" center  opening  doors.  Finish to
combine polished and brushed stainless steel rail, doors and front panels,  side
& back panels to be tempered  glass.  Ceiling to be mirror finish with stainless
steel potlights.

DDC
A DDC control system will be incorporate into the building.

--------------------------------------------------------------------------------
Electrical
--------------------------------------------------------------------------------

Power
Power  supply  will  be  through  one  250  KVA  outdoor  transformer.   Primary
distribution  shall be to one main  electrical  room.  Sub-distribution  will be
through one sub-distribution room per floor down to 120/208 volts. (Distribution
to the floor is not part of the base building contract.)

Lighting
Lighting  layout will be a 4" deep cell parabolic  fixture to meet latest Ashrae
and RP24  guidelines.  Fixtures  will be  20x60  with  two  lamps  side by side.
Fixtures  will be laid into the ceiling  grid to achieve 60  footcandles  at the
desk.  The lighting  system will  incorporate  a  programmable  control  system.
Specialty  lighting  will be provided as part of the base building in the common
area lobby.

<PAGE>


OUTLINE SPECIFICATION
Airport Executive Park                                                  Page -4-
File No. 9724.01



Washrooms and other drywall ceiling areas will be fitted with potlights. Outdoor
lighting will be controlled by photoelectric detectors and timers.

Fire Protection
The facility  shall be equipped  with a full fire  monitoring  and  annunciation
system that incorporates  provision for external monitoring and reporting of any
alarm or system abnormality.

Communication
Conduit and cable service to core is part of base building contract. Cabling and
conduit distribution for telephone and data by tenant.


                                      Erd.

<PAGE>


                                  SCHEDULE "C"
                                  ------------


D.1  BASIC RENT

     During  the  term  of the  lease,  basic  rent  shall  be due  and  payable
     commencing December 1, 1998 as follows:

     For the period December 1, 1998 to and including  November 30, 2003,  basic
     rent due and payable to the  Landlord  shall be ONE MILLION  THREE  HUNDRED
     EIGHTY THOUSAND DOLLARS  ($1,380,000.00) per annum payable in equal monthly
     instalments of ONE HUNDRED FIFTEEN THOUSAND DOLLARS ($115,000.00).

     For the period December 1, 2003 to and including  November 30, 2008,  basic
     rent due and  payable to the  Landlord  shall be ONE MILLION  FIVE  HUNDRED
     EIGHTEEN  THOUSAND  DOLLARS  ($1,518,000.00)  per  annum  payable  in equal
     monthly instalments of ONE HUNDRED TWENTY-SIX THOUSAND FIVE HUNDRED DOLLARS
     ($126,500.00).

D.2  ADDITIONAL SPACE

     As long as the Tenant is MDSI Mobile Data  Solutions  Inc. and is itself in
     occupation  of and  conducting  its  business in  substantially  all of the
     Leased  Premises in  accordance  with the terms of this  Lease,  the Tenant
     expressly  acknowledging  and  agreeing  that this Section C is personal to
     MDSI Mobile Data Solutions Inc. and as long as the Tenant is not in default
     under this Lease and has not  frequently  or  persistently  been in default
     under this lease,  then if at anytime  during the Lease Term or any renewal
     thereof,  the Landlord receives from a third party a written offer to lease
     for the  whole  or any part of the  balance  of the  rentable  space in the
     Building (the  "Additional  Space") which offer the Landlord is prepared to
     accept,  the Landlord  shall  notify the Tenant in writing  thereof and the
     Tenant shall have five (5) business days after the date of receipt by it of
     such  conditions  as are  contained  in the said  offer to lease  which the
     Landlord is prepared to accept.  If the Tenant fails to exercise such right
     to lease the Additional Space within such five (5) day period, the Landlord
     shall be  entitled  to accept  the  aforementioned  offer to lease from the
     third party.  Provided,  that if the Additional Space, or any part thereof,
     again becomes  available to let during the Term or any renewal of the Term,
     the Tenant  shall again have a right of first  refusal with respect to such
     Additional


<PAGE>


     Space. The Tenant  acknowledges  that the Landlord may expand the Building,
     but that the  Tenant's  within  expansion  option  shall  only apply to the
     Additional Space and not to any subsequent addition to this Building.

D.3  OPTION TO CANCEL

     Provided  that the Tenant is then MDSI  Mobile  Data  Solutions  Inc.,  the
     Tenant shall have the option to cancel the contemplated demise to it of the
     entirety of the ground floor of the Building,  until the expiry of five (5)
     days following the Tenant's receipt of notification  that a building permit
     for the  construction  of the Building  has been issued (the  "Cancellation
     Option Expiry  Date").  If the Tenant  delivers to the Landlord by no later
     than 5:00 p.m.  (Vancouver time) on the  Cancellation  Option Expiry Date a
     written notice that it has elected to cancel the contemplated demise of the
     entirety  of the  ground  floor of the  Building,  then the  definition  of
     "Premises"  shall be deemed  amended to refer to only the top two floors of
     the  Building  and the  Landlord  shall be free to market the ground  floor
     premises to third parties.  If no such written  notice is delivered  within
     such  time,  then the  option  herein  shall  be  deemed  not to have  been
     exercised.

     If the Tenant does not exercise  its Option to Cancel,  then in addition to
     the Tenant  Inducement  set out in Section 5.01 of the Offer,  the Landlord
     shall grant to the Tenant a six (6) month period (to follow immediately the
     expiry of the  Annual  Basic Rent Free  Period,  if any)  during  which the
     Tenant  shall not be required to pay Annual  Basic Rent on the  entirety of
     the ground floor of the  Building  (but during such period the Tenant shall
     pay  Additional  Rent on the entirety of the ground floor  premises and all
     Rent including Annual Basic Rent on all other portions of the Premises).

D.4  OPTIONS TO RENEW

     As long as the Tenant is MDSI Mobile Data  Solutions  Inc. and is itself in
     occupation  of and  conducting  its  business  in the  whole of the  Leased
     Premises in  accordance  with the terms of this  Lease,  and as long as the
     Tenant  is not in  default  under  this  Lease  and has not  frequently  or
     persistently  been in default under this Lease,  then the Tenant shall have
     two (2) consecutive options to renew the Lease for a term of five (5) years
     each to be  exercised  by notice in writing  given to the Landlord at least
     nine (9) months prior to the expiry of the Lease Term or the first  renewal
     term, as the case may


<PAGE>


     be. Each renewal shall be on the same terms and  conditions as set forth in
     the Lease save and except that there  shall be no further  right of renewal
     beyond such two (2) consecutive renewal periods,  the Premises shall be let
     on an "as is" basis and there shall be no  allowances,  inducements or free
     parking. The Annual Basic Rent to be paid during each renewal term shall be
     the greater of Annual Basic Rent payable  under this Lease during the final
     year of the initial Term or the first renewal  period,  as the case may be,
     and the then fair market net rentable rate for the Premises,  having regard
     to rents then being paid or  contracted  to be paid under leases of similar
     space and location in similar buildings in the vicinity for terms generally
     co-existent with the renewal period without regard to then available tenant
     allowances or inducements for such space. In the event that the parties are
     unable to agree as to said  market  net rent on or before  sixty  (60) days
     immediately  prior to the expiry of the initial  Term or the first  renewal
     term, as the case may be, then the said market net rent shall be determined
     by  arbitration as provided in the  Commercial  Arbitration  Act of British
     Columbia.

D.5  TENANT INDUCEMENT

     The Landlord will pay to the Tenant, without duplication,  as an inducement
     to enter into the Lease, up to thirty dollars (plus goods and services tax)
     per square foot  ($30.00 +  GST/sq.ft.)  of rentable  area of the  Premises
     under the Lease (the "Tenant Inducement") payable as follows:

(i)  up to fifty  percent  (50%) of the Tenant  inducement  shall be paid to the
     Tenant  from  time  to time  upon  the  Tenant  providing  to the  Landlord
     satisfactory evidence of payment of corresponding amounts for Tenant's Work
     by way of receipted invoices;

(ii) up to ninety percent (90%) of the Tenant  Inducement,  less such amounts as
     have  already  been paid  under  Section  5.01(a)(i),  shall be paid to the
     Tenant upon satisfaction of the following:

     (A)  the Tenant providing the Landlord with a certificate from the Tenant's
          architect of substantial completion of the Tenant's Work;


<PAGE>



     (B)  the Tenant  providing  the Landlord  with a copy of As-Built  Drawings
          from the Tenant's Work;

     (C)  the Tenant taking possession, going into occupation of, and commencing
          the carrying-on of business with the public from the Premises; and

     (D)  the Tenant  commencing to pay Annual Basic Rent,  operating  costs and
          property taxes all in accordance with the provisions of the Lease, and

(iii)the remaining ten percent (10%) of the Tenant  Inducement  shall be paid to
     the Tenant  forty-one  (41) days after the  expiry of any  applicable  lien
     period and  subject to no liens  having  been  filed and the  Landlord  not
     having received notice of any lien claims.


<PAGE>



                                   REGULATIONS

1.   PARKING

          Tenants shall use only the designated  space subscribed to and not any
     other Parking spaces.

2.   USE OF AMENITIES

          All fixtures,  equipment and services upon the Property  shall be used
     solely  for  the   purpose   and  in  such  manner  as  intended  in  their
     installation.

3.   USE OF PROPERTY

          The Tenant  shall not use or allow the use of any part of the Property
     for sales,  demonstrations,  promotions or solicitation of any kind without
     the prior written consent of the Landlord. No part of the Property shall be
     used for  manufacturing or for lodging,  sleeping or any immoral or illegal
     purposes.

4.   VENDING MACHINES

          No vending  machines or amusement  machines,  unless such machines are
     for exclusive use of the Tenant's employees and invitees,  shall be brought
     onto the Premises  without  prior  written  consent of the  Landlord,  such
     approval not to be unreasonably withheld.

5.   FOOD

          No cooking shall be done on the Premises without adequate  ventilation
     being  provided and,  unless such cooking is  exclusively  for the Tenant's
     employees, without prior written consent of the Landlord, such approval not
     to be unreasonably withheld.

6.   OBSTRUCTIONS

          Tenants shall not obstruct any  thoroughfare,  light source,  heating,
     ventilation or air conditioning unit,  plumbing fixture or other service or
     utility upon the Property.

7.   DELIVERIES AND MOVING

          The Tenant shall ensure that carriers  making  deliveries use only the
     designated areas for parking  vehicles,  and appropriate  means of internal
     transportation  and provide  proper  protection  for the  building  and its
     installations.  The Tenant shall notify the Landlord in advance of the time
     and nature of any furniture or equipment moving and the Landlord shall have
     sole  discretion in determining the  acceptability  of such proposal and/or
     impose such conditions as he deems reasonable.

8.   LOCKS

          The Premises shall not be secured by any  additional or  supplementary
     locks without the consent of the Landlord.

9.   SECURITY AND EMERGENCY PROCEDURES

          The Tenant shall comply with any reasonable  security and/or emergency
     procedures established by the Landlord.

10.  LANDLORD'S AGENTS

          The Tenant  shall permit and  facilitate  entry of the  Landlord,  his
     servants and agents to the Premises for the purpose of inspection,  repairs
     and maintenance, window cleaning and janitorial services.


<PAGE>



11.  HOURS

          The  Landlord  reserves  the right to exclude from the building on the
     Property  during  non-business  hours - such as before 7:30 a.m.  and after
     5:30 p.m. on weekdays and during all hours on  Saturdays,  Sundays and full
     holidays all persons not  authorized by the Tenant in writing,  by pass, or
     otherwise  to have  access  to the  said  building  and the  Premises.  The
     Landlord  from time to time shall  provide  the Tenant  with a schedule  of
     non-business  hours.  The Tenant  shall be  responsible  for all persons it
     authorized  to have access to the said  building and shall be liable to the
     Landlord for all of their acts and omissions while in the said building.



<PAGE>


                             AIRPORT EXECUTIVE PARK
                                PARKING AGREEMENT



BETWEEN:            Sun Life Assurance Company of Canada (the "Owner") and

                    MDSI MOBILE DATA SOLUTIONS INC.
                    -----------------------------------------------------------
                    (the "Tenant"), and

LOCATION:           10271 Shellbridge Way, Richmond B.C.
                    -----------------------------------------------------------
COMMENCEMENT        
DATE:               December 1, 1998 - November 30, 2008
                    -----------------------------------------------------------

MONTHLY RATE:       No charge for the above term
                    -----------------------------------------------------------

NUMBER OF RESERVED 
STALLS              Three Hundred Fifteen (315) Stalls
                    -----------------------------------------------------------
                    (30% to be "Reserved" and the balance to be unallocated.


RESERVED PARKING    

     The Owner hereby grants to the Tenant,  a non-exclusive  license to park in
the reserved parking  space(s)  designated from time to time by the Owner or the
Owner's agent for the exclusive use of the Tenant.

     The parking  garage is restricted  to  automobiles  and no vans,  trucks or
propane  fuelled  vehicles of any kind will be  permitted to park in the garage.
The storage of any vehicle  for  extended  periods  will not be  permitted.  All
vehicles must be insured under the standard I.C.B.C. policy.

     This agreement shall be for a period of one (1) month from the Commencement
Date and shall  thereafter  renew  automatically  from  month to  month.  If the
parking area is substantially  damaged or destroyed,  then either such party may
immediately cancel this agreement by written notice to the other.

     The Tenant shall pay the monthly parking rate specified  above, in advance,
to the Owner or  Owner's  Agent as  directed,  by no later than the first day of
each month.  If the Tenant fails to pay the rate when due, then the Owner or the
Owner's Agent may cancel this  agreement  immediately  and without  notice.  The
monthly  parking rate may be changed by the Owner or the Owner's Agent from time
to time on 30 days written notice to the Customer.  If this agreement terminates
or is cancelled for any reason,  no refund or adjustment will be made in respect
of any partial month.

     To gain  access  to/from  the parking  garage,  the Owner will  provide the
Tenant with a key (if  applicable).  Only the Tenant may use this key and it may
not be  transferred.  The key is a long term issue and will not be replaced  for
some  time.  Accordingly,  the  loss  will  present  a  serious  problem,  since
duplicates  will not be  readily  available.  In the  event of a key  loss,  and
following  thorough enquiry over a period of several weeks,  replacements may be
made  available  at a cost of  $50.00  each.  This  charge  may be waived if the
vehicle  is  broken  into and the key is  stolen,  providing  the theft has been
reported to the local Police Department and a record kept of the Police call and
the action taken.


<PAGE>

                                      -2-


     Except to the extent that the same is caused by the negligence of the Owner
or those for whom it is responsible in law, the Owner shall not be liable for:

     (i)  Any personal  injuries or death  suffered in or about the parking area
          by the Tenant, or by their employees, agents, guests or invitees; or

     (ii) any loss of or damage which occurs in or about the parking area to any
          property  of the  Tenant,  or of their  employees,  agents,  guests or
          invitees, including vehicles and contents,

regardless as to the cause of such damage,  injury or loss.  Notwithstanding the
foregoing, it is agreed that the Owner shall not be responsible for providing or
maintaining any security in or about the parking area and accordingly, the Owner
shall not be  liable  for any  personal  injuries,  death,  or  property  damage
resulting from improper security or lack of security regardless as to whether or
not the  Owner  or  those  for  whom it is  responsible  in law are  found to be
negligent.

     All improperly  parked or unauthorized  vehicles are subject to fine and/or
towing entirely at the risk and expense of the vehicle owner. The parking rights
granted by this  agreement are by way of license only and shall not constitute a
lease or an  interest  in land.  Under no  circumstances  shall the Owner or the
Owner's  Agent be  considered  to have custody of or be a bailee of the Tenant's
vehicle(s).

     The Tenant  shall not be entitled to transfer  this  agreement to any other
person.

     The  Tenant  agrees to comply  with all  reasonable  rules and  regulations
established by the Owner or the Owner's  Agent,  from time to time in respect of
the parking area.

     Any notices  required or permitted under this agreement may be given to the
Tenant at its address  indicated  below.  All such notices shall be given to the
Owner's Agent, at the following address:

                              Imperial Parking Ltd.
                       Suite 300, 601 West Cordova Street
                           Vancouver, British Columbia
                                     V6B 1G1


     I have read the above and agree to the conditions set out herein.



<PAGE>


                                      -3-




MDSI MOBILE DATA SOLUTIONS, INC. [handwritten]


Signature:  [Illegible]                                 Date: September 18, 1997
           -------------------------------
            (Tenant)


ACCEPTANCE:  SUN LIFE ASSURANCE COMPANY OF CANADA


PER: [Illegible]                                        Date: September 18, 1997
     -------------------------------------
         Peter G. Maher
         Vice President
         Property Management