Exhibit 10.5

DATED SEPTEMBER 1ST, 2001

                            OFFER/AGREEMENT TO LEASE

FROM:   THE BUCK-A-DAY COMPANY INC.
        465 Davis Drive, Suite 226
        Newmarket, Ontario
        L3Y 2P1

TO:     TANNERY MALL
        465 Davis Drive, Suite 119
        Newmarket, Ontario
        L3Y 2P1

THE BUCK-A-DAY COMPANY INC.,  hereinafter referred to as the "Tenant", offers to
lease from the Tannery  Mall,  hereinafter  referred to as the  "Landlord",  the
premises,  465 Davis  Drive,  Newmarket,  Ontario,  which  forms part of Lot 96,
Concession 1, Part of Lot 10, Block D, Registered Plan 78 and designated as Part
1, Plan  65R-7199,  for a term of FOUR YEARS (4),  commencing  on the 1ST day of
SEPTEMBER 2001,  upon the following  terms and conditions.  It is understood and
agreed that the contract resulting from the acceptance of this Offer shall be as
expressly set out herein and there are no  collateral or other  representations,
warranties,  conditions or agreements  between the Landlord and Tenant, and none
shall  be  implied.  It is  understood  by the  Tenant  and  Landlord  that  the
Offer/Agreement   to  Lease  shall  become  the  lease  upon  the  execution  of
signatures.

1.   THE DEMISED PREMISES

The demised premises of approximately 2,806 square feet as described on Schedule
"A", Unit 402.

2.   THE TERM

The demised premises are to be leased for a term of FOUR YEARS (4) commencing on
the 1ST day of SEPTEMBER  2001 and to be completed  and ended on the last day of
AUGUST 2005.

3.   BASIC RENT

The  Tenant  agrees to pay basic  rent to the  Landlord  per annum in the sum of
$38,722.80  plus the current  rate of GST,  now being 7%,  $2,710.60  payable in
equal monthly instalments  commencing  SEPTEMBER 1ST, 2001 of $3,226.90 plus the
current  rate of GST,  now being 7%,  $225.88  payable on the FIRST (1ST) day of
each and every month during the original term of the lease.


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6.   FORMER BUSINESS TAXES

The Tenant  agrees to pay an amount  equal with the  business  taxes  previously
assessed  by the  authorities  and  charged by the  Municipality  for his rented
premises.  Now that the business taxes are no longer billed by the  Municipality
and are deleted from the Tenant's tax roll and the  municipality is charging the
Landlord  directly for such former business  taxes,  the same amount which would
have been due as  previous  business  taxes,  is payable to the  Landlord by the
tenant within 10 days of such bill provided by the Landlord.

7.   COMMON AREA MAINTENANCE CHARGES

Included in basic rent.

8.   UTILITIES AND REPAIRS

The  Tenant  covenants  and  agrees  that he will  pay  all  utilities,  such as
electricity, gas, water, their own garbage disposal and alike, and including the
electrical  costs of the HVAC air handling unit within his premises,  as well as
the proper maintenance;  filter changes etc., of the HVAC air handling unit, and
in addition to the above,  the Tenant covenants and agrees to pay a Flat Rate of
$30.00  plus the  current  rate of GST $2.10 per month on the FIRST (1ST) day of
each and every  month of the lease for the supply of cooled  and  heated  liquid
glycol required by their individual HVAC system.

If the Landlord pays any of the aforementioned utilities, or should the Landlord
request to make on-account  payments  toward the above  described  utilities the
Tenant agrees to pay to the Landlord directly same upon receipt of such bill.

In the event anytime during the term of the lease  installation  is taking place
needing water supply and  drainage,  the Tenant agrees at his own cost to have a
water meter  installed to establish the usage time to time and the Tenant agrees
to pay the Landlord  the rates,  which would be charged by the  authorities  for
such  usage.  In the  absence of a water  meter,  the  Tenant  agrees to pay the
Landlord a mutually agreed amount monthly on a flat rate basis.

9.   USE OF DEMISED PREMISES

The Tenant agrees to use and operate the demised  premises  solely as a business
office

10.  EXECUTION OF LEASE

The Tenant agrees that he will execute,  within fifteen (15) days of receipt the
Landlord's  standard form of lease only subject to and full conformity with this
offer to lease.

11.  INSURANCE

The Tenant  agrees to keep in full force and effect at all times on the  demised
premises,  liability and other insurance in amounts suitable to the Landlord and
will provide the Landlord with a copy of same.


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13.  INTERNAL SIGNAGE

Internal signage is permitted with the Landlords  approval and all related costs
are the responsibility of the Tenant. All graphics are the responsibility of the
Tenant and must have the approval of the Landlord.

14.  GST OR ITS REPLACEMENT

The Tenant agrees with the Landlord that in the event the G.S.T. is replaced or
altered,  the  replacement  or alteration is payable to the Landlord same as the
original G.S.T. was, save and except the new rates will prevail.

15.  DEPOSIT WITH OFFER

The  Tenant  agrees  to pay and the  Landlord  hereby  acknowledges  receipt  of
$6,969.76 to be applied  toward the first and last months  rent,  first and last
months HVAC and GST.

Breakdown of deposit:                                        GST
                                                             ---

                   First months rent        $ 3,226.90       $ 225.88
                   First months HVAC        $    30.00       $   2.10
                   Last months rent         $ 3,226.90       $ 225.88
                   Last months HVAC         $    30.00       $   2.10
                   Sub total                $ 6,513.80       $ 455.96
                                            ==========       ========
                   Total                    $ 6,969.76
                                            ----------

DATED AT NEWMARKET IN THE PROVINCE OF ONTARIO

THIS      DAY OF          , 2001.

                                       THE BUCK-A-DAY COMPANY INC.

                                       /s/ Edward Labuick
                                       -----------------------------------------
                                       Edward Labuick      Chairman & CEO

                                       I have authority to bind the Corporation.

/s/ [ILLEGIBLE]                        /s/ Edward Labuick
-------------------------              -----------------------------------------
        Witness

We hereby accept the above Offer to Lease on the terms set out.

DATED AT NEWMARKET IN THE PROVINCE OF ONTARIO

THIS 26th DAY OF September, 2001


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                    THE OLD DAVIS TANNERY CENTRE, NEWMARKET
                                  Fourth Floor

                                  [FLOOR PLAN]