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THIS LEASE is dated as of the 16thday of July,
2007.

BETWEEN:

> LANDING HOLDINGS LIMITED,(Inc. No. 518175),
>           a body corporate, with an office at Suite 400 - 375 Water Street, Vancouver,
>           BC, V6B 5C6 as to an undivided one-half interest and LANDING PROPERTIES
>           LIMITED,(Inc. No. 537324), a body corporate, with an office at
>           Suite 400  375 Water Street, Vancouver, BC, V6B 5C6 as to an undivided
>           one-half interest
>         (collectively the Landlord)

AND:

> DOMAIN HOLDINGS INC.of Suite 635/645, 375 Water
>           Street, Vancouver, BC, V6B 5C6
>         (the Tenant)

ARTICLE 1 DEFINITIONS

1.1      Definitions

In this Lease, unless there is something in the context
inconsistent therewith, the Landlord and Tenant agree that:

| | (a) | Additional Rentmeans all sums of money to be
      paid by the Tenant whether to the Landlord or otherwise pursuant to this
      Lease save and except Basic Rent;                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                             
| | (b) | Architectmeans the architect qualified to
      practise and practising in the Province of British Columbia from time to
      time named by the Landlord. The decision of the Architect whenever
      required hereunder and any certificate related thereto will be final and
      binding on the Landlord and Tenant;
| |     |                                                                                                                                                                                                                                                                                                                             
| | (c) | Basic Rentmeans the rent referred to in Article
      3.1;                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                             
| | (d) | Buildingmeans collectively the building,
      improvements, structures and facilities including parking facilities
      erected or to be erected on or under the Lands and all expansions,
      alterations, additions and relocations thereto within, upon or under the
      Lands;                                  
| |     |                                                                                                                                                                                                                                                                                                                             
| | (e) | Commencement Datemeans the 1stday
      of October, 2007.                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                             
| | (f) | Common Areas and Facilitiesmeans those areas,
      facilities, utilities, improvements, equipment and installations in the
      Building which:                                                                                                                                                                         

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| | (i) | from time to time, are not designated or intended by the
      Landlord to be leased to tenants of the Building,
and
| | --- | --------------------------------------------------------------------------------------------------------------------

| | (ii) | serve or are for the benefit of the Building, and which
      are designated or intended by the Landlord from time to time to be part of
      the Common Areas and Facilities of the
Building.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |     | Common Areas and Facilities includes, without limitation,
      all areas, facilities, utilities, improvements, equipment and
      installations which are provided or designated (and which may be changed
      from time to time) by the Landlord for the use or benefit of tenants of
      the Building, their employees, customers and other invitees in common with
      others entitled to the use or benefit thereof in the manner and for the
      purposes permitted by this Lease. Without limiting the generality of the
      foregoing, Common Areas and Facilities includes the roof, exterior wall
      assemblies including weather walls, exterior and interior structural
      elements and bearing walls in the Building including, without limitation:
      truck courts; driveways; truckways; delivery passages; loading docks and
      related areas; pedestrian sidewalks; landscaped and planted areas; public
      seating and service areas; corridors; equipment, furniture, furnishings
      and fixtures provided by the Landlord for the use and benefit of tenants
      of the Building and their employees, customers and other invitees;
      conference rooms, and amenity areas; stairways, ramps and elevators and
      other transportation, equipment and systems included in the Building;
      tenant common washrooms and public washrooms; electrical, telephone,
      meter, valve, mechanical, mail, storage, service and janitor rooms; music,
      fire prevention, security and communication systems; general signs;
      columns; pipes, electrical, plumbing, drainage, security and life support
      systems; building automation systems as well as the structures housing the
      same (including, without limitation, the heating, ventilating and
      air-conditioning systems of the Building) mechanical and all other
      installations or services located therein or related thereto;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | Common Costsmeans the total, without
      duplication, of the costs incurred by the Landlord during the Term, in
      accordance with generally accepted accounting principles consistently
      applied in Canada, for the continued management and operation of the
      Building, and the maintenance, repair, replacement and preservation of the
      Building including Common Areas and Facilities, including, without
      limitation, the costs of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| | (i) | repairs, replacements and maintenance except where the
      cost of any such repairs, replacement or maintenance are directly
      attributable to inherent structural defects or weaknesses and except items
      for which the Landlord has elected to take depreciation to the extent only
      of the depreciation taken and with the further exception of repairs for
      damage caused by the Tenant, its servants, agents, patrons, invitees or
      suppliers which shall be the responsibility of the Tenant alone to bear
      the Landlords cost of repairing;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)  | landscaping and gardening, line repainting, signs and
      furniture, fixtures and equipment of whatever nature used in connection
      with the operation and maintenance of the Building and Lands whether
      purchased or leased, the uniforms of the personnel referred to in Article
      1.1(g)(iii) and the cleaning and pressing thereof, supplies, lighting,
      security protection, sanitary control, traffic control, refuse removal,
      removal of snow and ice, painting and window cleaning and otherwise
      maintaining the Common Areas and Facilities, and operating and maintaining
      any loading and receiving areas and truck docks;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iii) | wages and compensation paid for the following classes of
      employees or agents of the Landlord (but not including leasing commissions
      paid to brokers) including, without limitation, payments for workers
      compensation, unemployment insurance, vacation pay, Canada Pension Plan
      and fringe benefits whether statutory or otherwise but to the extent only
      that such wages and compensation are directly attributable to the
      maintenance, operation, repair, replacement and management of the
      Building:                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |       | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (iv)  | service contracts with independent contractors in respect
      of the maintenance, operation, repair, replacement and management of the
      Building;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (v)   | operating, maintaining, repairing and replacing security
      and life support systems, plumbing, electrical, heating, water, sewer,
      air-conditioning, sprinkler and other utility systems and services in
      respect of the Building including the building automation
  system;                                                                                                                                                                                                                                                                                                                                                                                

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| | (vi)   | insurance coverage obtained by the Landlord from time to
      time pursuant to Article 11.5 of this Lease;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (vii)  | real property taxes, rates, charges, duties and
      assessments that may be levied, imposed, rated, charged or assessed
      against or in respect of the Lands and Building and improvements thereon
      and therein including without limitation, all local improvement rates and
      charges, frontage taxes, water, school, hospital and other taxes and
      assessments both general and special, ordinary and extraordinary, and
      foreseen or unforeseen, now levied, imposed, rated, charged or assessed or
      which may hereafter be levied, imposed, rated, charged or assessed by any
      federal, provincial, municipal, regional, school or other statutory
      authority during the Term for municipal, school or other purposes and
      reasonable legal fees and appraising fees incurred by the Landlord in
      contesting or appealing the amount or legality of any such taxes but
      excluding corporation capital taxes and any income taxes personal to the
      Landlord;
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (viii) | supplying steam, electricity, water, sewer services,
      natural gas and other fuel and utility services to the Building;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ix)   | accounting costs incurred in connection with maintenance
      and operation including computations required for the imposition of
      charges to tenants of the Building and audit charges required to be
      incurred for the conclusive determination of any costs incurred hereunder,
      and reasonable reserves in connection with any operating
expense;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (x)    | sales and excise taxes on goods and services provided by
      the Landlord to manage, operate and maintain the Common Areas and
      Facilities and equipment thereon;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (xi)   | cleaning the Building and supplies and equipment used in
      connection therewith including, without limitation, the costs of janitor
      services ordinarily provided to tenants of the Building pursuant to
      Article 4.20;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (xii)  | stationery supplies, postage and other material required
      for routine operation of the Building Managers office;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (xiii) | costs otherwise attributable to capital account on
      improvements, machinery and equipment which substantially reduce Common
      Costs as herein defined;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (xiv)  | a management fee equal to five percent (5%) of the
      aggregate of all Basic Rent and Additional Rent payable by the tenants of
      the Building (excluding this management fee);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

provided that Common Costs will not
include any costs incurred by or on behalf of or at the request of an individual
tenant or tenants and resulting in a benefit to such individual tenant or
tenants which is not of general application to all tenants

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of the Building, costs incurred by the
Landlord solely to lease premises in the Building including cost of leasing
commissions, lease incentives, costs of installation of demising walls and
refurbishing vacant premises, wages and compensation reasonably allocated by the
Landlord to persons retained by the Landlord for the purposes of leasing the
Building and debt servicing costs on any mortgage of the Building granted by the
Landlord.

If any of the Common Costs or costs of
a like nature at any time or from time to time apply disproportionately to the
office or to the retail tenants of the Building then the Landlord, in its sole
discretion acting reasonably, may allocate all or a portion of those costs to
the type of tenant to whom the costs disproportionately apply;

| | (h) | Gross Rentmeans the aggregate of Basic Rent,
      any amounts payable by the Tenant under Article 3.7 and the Tenants
      Proportionate Share of Common Costs referred to in Article 3.2;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                
| | (i) | Landsmeans those certain lands and premises
      legally described as:                                                                                                                      
| |     |                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                            
| |     |                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                           
| |     |                                                                                                                                                                                                
| |     | (iii)                                                                                                                                                                                          

| | (j) | Land Surveyormeans the accredited land surveyor
      from time to time appointed by the Landlord whose decision whenever
      required hereunder and any certificate related thereto will be final and
      binding on the Landlord and Tenant;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                     
| | (k) | Leasemeans this instrument, all Schedules
      attached hereto, the Architects and Land Surveyors certificates, if any,
      and the Rules and Regulations;                                                                                   
| |     |                                                                                                                                                                                                                                                     
| | (l) | Other Taxesmeans any and all taxes, levies,
      duties and assessments imposed on the Tenant, the Landlord or both, or for
      which the Landlord is obliged to collect from the Tenant, with respect
      to:                               

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| | (i)   | any or all amounts paid or payable by the Landlord for
      goods and services, repairs, maintenance, real estate taxes, taxes of the
      nature described in Article 3.6, insurance and all other outlays and
      expenditures (including capital expenditures) for and in connection with
      the operation and management of the Building, including without limiting
      the generality of the foregoing, repairs, maintenance and replacements in
      respect of the Building;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (ii)  | any or all amounts paid or payable by the Tenant pursuant
      to the Lease, as Basic Rent and Additional Rent; and                                                                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (iii) | this Lease or services or goods supplied or provided or
      deemed to have been supplied or provided by the Landlord or which the
      Landlord is deemed responsible to provide in accordance with the terms of
      this Lease or the consideration for such goods and
  services,                                                                                                                                                                                                      

whether in each case characterized as
goods and services tax, sales tax, multistage sales tax, value added tax,
consumption tax, or any other tax, levy, duty or assessment;

| | (m) | Premisesmeans that portion of the Building
      located on the sixth floor consisting of approximately 5,342 square feet
      of Rentable Area (subject to final measurement in accordance with this
      Lease) shown outlined in black on Schedule A but does not include the
      exterior faces of any adjoining corridors, outside walls or
  roof;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (n) | Proportionate Sharemeans that proportion
      expressed as a fraction, the numerator of which is the Rentable Area of
      the Premises in square feet, and the denominator of which is the Total
      Rentable Area whether rented or not, calculated in square feet in
      accordance with this Lease. The Landlord will instruct the Land Surveyor
      to base his measurements upon the standards set out in sub-paragraph (o)
      below and certification thereof by the Land Surveyor will be conclusive
      and binding on the Landlord and Tenant. Provided that if there is any
      alteration or addition to the Building resulting in a greater or lesser
      rentable area to the tenants, or the approximate floor area set forth in
      sub-paragraph (m) above is incorrect the Landlord, from time to time, may
      cause a redetermination of the area of the Premises or the area of all or
      any part of the Total Rentable Area of the Building by the Land Surveyor
      and a recalculation of Proportionate Share shall be made based on such
      redetermination. Notwithstanding the provisions of this definition, if
      during the whole or any Rental Year during the Term the Building shall be
      less than ninety percent (90%) occupied by tenants, the amount of Common
      Costs for that Rental Year shall be deemed to be an amount equal to the
      Common Costs which would have been incurred if the Building had been
      ninety percent (90%) occupied by tenants;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (o) | Rentable Areaof any premises on any floor or
      level of the Building means the area of the floor space therein as
      determined by the Landlord either by actual measurement or from plans
      therefor as follows:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | in the case of premises or a part of any premises
      comprising a single tenancy floor in the Building: the Rentable Area of
      such premises or part thereof shall be computed by measuring to the inside
      finish of permanent outer Building walls and shall include all area within
      the outer Building walls without deduction for columns and projections
      necessary to the Building and shall include the part of the Common Areas
      and Facilities within, and exclusively serving the floor, but shall not
      include stairs and elevator shafts supplied by the Landlord for use in
      common with other tenants, deck space, flues, stacks, pipes, shafts,
      conduits and vertical ducts within their enclosing walls measured to the
      interior of those enclosing walls. The amount so determined shall be
      increased by five percent (5%) to determine Rentable
  Area;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)  | in the case of premises or a part of any premises on a
      multiple tenancy floor or level in the Building: the Rentable Area of such
      premises or part thereof shall be computed by measuring to the inside
      finish of permanent outer Building walls, to the side interior to the
      premises of corridor walls and other permanent partitions and to the
      centre of dividing walls or partitions that separate such premises from
      adjoining rentable areas without deduction for columns and projections
      necessary to the Building and shall include a portion of the part of the
      Common Areas and Facilities within, and exclusively serving the floor, but
      shall not include stairs and elevator shafts supplied by the Landlord for
      use in common with other tenants, deck space, flues, stacks, pipes,
      shafts, conduits and vertical ducts within their enclosing walls measuring
      to the interior of those enclosing walls. The amount so determined shall
      be increased by twelve percent (12%) to determine Rentable Area;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (iii) | the portion of the part of the Common Areas and
      Facilities included in Rentable Area in the case of premises on a multiple
      tenancy floor shall be computed by multiplying the aggregate of the floor
      area of the part of the Common Areas and Facilities on the floor by a
      fraction the numerator of which is the Rentable Area (excluding such part
      of the Common Areas and Facilities on the floor) of the Premises and the
      denominator of which is the Rentable Area (excluding such part of the
      Common Areas and Facilities on the floor) of all premises on such floor
      intended to be leased.                                                                                                                                                                                                                                                                                                                                                                                                                                                    

The inside finish of permanent outer
Building walls shall be deemed to be, for the purpose of measurement, the inside
surface of the glass in any exterior curtain wall (or the inside surface of the
exterior wall if the wall contains no glass). The Rentable Area of the Premises
shall be as from time to time calculated and determined by the Landlord, but it
is agreed that as at the date hereof the Rentable

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| |     | Area of the Premises is as set out in sub-paragraph 1.1
      (m) and Schedule A hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (p) | Rental Yearmeans for the purposes of the first
      Rental Year, the period commencing on the Commencement Date and
      terminating on the last day of the fiscal year of the Landlord, and in the
      case of each subsequent Rental Year, shall mean each twelve (12) month
      period thereafter so that the Rental Year coincides with the Landlords
      fiscal year;                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (q) | Rules and Regulationsmeans the rules and
      regulations provided for in Article 16 hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (r) | Termmeans the term of years and months
      commencing on the Commencement Date as set out in Article 2.2;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (s) | Total Rentable Areameans the total Rentable
      Area of all floors and levels 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 used in common
      by tenants, the area comprising the underground parking facilities on the
      Lands, any amenity area and areas for storage shall be excluded from Total
      Rentable Area. The calculation of the Total Rentable Area, whether rented
      or not, shall be determined by the Landlord 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.

ARTICLE 2 DEMISE AND TERM

2.1      Demise

The Landlord, in consideration of the rents, covenants,
agreements and conditions herein to be paid, observed and performed by the
Tenant, does hereby demise and lease to the Tenant the Premises for the Term.

2.2      Term

Subject to the terms and conditions of this Lease, the Tenant
shall have and hold the Premises for a term of five (5) years from and including
the Commencement Date to and including the 31st day of August, 2012.

2.3      Delay in delivery of
Premises

The Landlord will not be liable for any loss, injury, damage or
inconvenience which the Tenant may sustain by reason of any delay in delivery of
possession of the Premises to the Tenant because of construction of the Building
not having been completed but Gross Rent will abate until the earlier of thirty
(30) days after the Landlord advises the Tenant in writing that the Premises are
available for possession or the date upon which the Tenant actually takes
possession.

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2.4      Use of Additional Areas

The use and occupation by the Tenant of the Premises includes
the non-exclusive and non-transferable right or licence to the use and benefit
in common with others entitled thereto and for the purposes for which they are
intended, and during such hours as the Building may be open for business, as
determined by the Landlord from time to time, of the Common Areas and
Facilities, subject in each case to the provisions of this Lease.

ARTICLE 3RENT, TAXES AND OTHER CHARGES

3.1      Basic Rent

The Tenant will pay to the Landlord in advance in lawful money
of Canada annual Basic Rent commencing on the Commencement Date and thereafter
on the first day of each and every month during the Term.

The Tenant acknowledges that the annual Basic Rent stipulated
above has been determined on the basis of dollar amounts set out below per
square feet of estimated Rentable Area of the Premises. If the Rentable Area of
the Premises is determined to be more or less than 5,342 square feet, then the
Basic Rent payable under this Article 3.1 shall be adjusted in accordance with
Article 4.2.

Lease Year
    Per Square Foot
    Annual Basic Rent
    Monthly Basic Rent1
    $20.50
    $109,511.00
    $9,125.922
    $21.50
    $114,853.00
    $9,571.083
    $22.50
    $120,195.00
    $10,016.254
    $23.50
    $125,537.00
    $10,461.425
    $24.50
    $130,879.00
    $10,906.58


3.2      Additional Rent for
Common Costs

The Tenant will pay to the Landlord the Tenants Proportionate
Share of Common Costs in addition to the Basic Rent. Prior to the commencement
of each Rental Year of the Term, the Landlord will deliver to the Tenant a
statement setting forth the Landlords reasonable estimate of the Tenants
Proportionate Share of Common Costs for such Rental Year and thereafter during
such Rental Year the Tenant will pay to the Landlord monthly in advance on each
day fixed for the payment of Basic Rent an amount equal to one-twelfth of the
Tenants Proportionate Share of such estimated Common Costs for such Rental
Year, provided that in the Rental Year in which

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- 10 -

the Term expires the Tenants Proportionate Share of Common
Costs in respect of that Rental Year will be paid proportionately by equal
monthly instalments during the remainder of the Term.

3.3      Reporting on Tenants
Proportionate Share of Common Costs

As soon as reasonably practical following the end of each
Rental Year of the Term, the Landlord will deliver to the Tenant a statement
showing the actual amount of the Tenants Proportionate Share of Common Costs
and setting forth in reasonable detail the Common Costs incurred by the Landlord
during such year. If an overpayment of the Tenants Proportionate Share of
Common Costs has been made by the Tenant, the Landlord will credit such amount
to the Proportionate Share of Common Costs for the next ensuing period and, if
there is no ensuing period, such amount will be forthwith paid to the Tenant. If
an amount remains owing to the Landlord in respect of the Tenants Proportionate
Share of Common Costs, the Tenant will pay such amount forthwith to the
Landlord. The covenants contained in this Article 3.3 will survive the
termination or expiration of this Lease.

3.4      Additional Rent

All moneys and charges which from time to time may be owing by
the Tenant to the Landlord pursuant to this Lease including, without limitation,
moneys payable by way of indemnity and Tenants Proportionate Share of Common
Costs, and whether expressed to be rent or not, are hereby deemed to be
Additional Rent. The Tenant will pay all such moneys to the Landlord upon demand
by the Landlord unless other terms for payment are expressly stipulated in this
Lease. If the Tenant fails to pay any Additional Rent, as and when due, the
Landlord will have the same remedies for the collection of Additional Rent as it
has for the recovery of Basic Rent in arrears. If the Tenant at any time or from
time to time fails to pay to any person any sum which the Tenant is obliged to
pay pursuant to this Lease, subject to Article 6.2, the Landlord may pay any
such sum on behalf of the Tenant and same will then be a debt owing by the
Tenant to the Landlord from and including the date of payment by the Landlord.

3.5      Interest on Amounts
in Arrears

When Basic Rent or Additional Rent, including any interest
accrued thereon, payable thereunder by the Tenant to the Landlord is in arrears,
the same will bear interest at a rate equal to two percent (2%) per month from
the date such rent became due to and including the date of payment. The Landlord
will have all remedies for the collection of such interest as it has for the
recovery of Basic Rent in arrears.

3.6      Tenants Taxes and
Other Charges

The Tenant will pay, as and when due, to the authority or
person to which same are owing:

| | (a) | all taxes, licence fees, rates, duties and assessments
      imposed, assessed or levied by any lawful authority during the Term
      relating to the business carried on in and the use and occupancy of the
      Premises by the Tenant including those relating to personal property and
      all business and trade fixtures and other improvements owned or installed
      by or on behalf of the Tenant in, on or affixed to the
  Premises,
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 11 -

whether any such taxes, licence fees,
rates, duties and assessments are payable by law by the Tenant or by the
Landlord and whether or not same are allocated separately in respect of the
Premises; and

| | (b) | all charges, rates, levies and assessments imposed,
      assessed or levied by any lawful authority during the Term in respect of
      electricity, light, heat, power, water, telephone and utilities of
      whatsoever nature or kind (including works and services in connection
      therewith) used in or supplied to the Premises.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.7      Payment of Other Taxes

| | (a) | The Tenant shall pay to the Landlord Other Taxes as
      follows:
| | --- | ------------------------------------------------------------------
| |     |                                                                   
| |     | (i)                                                               
| |     |                                                                   
| |     | (ii)                                                              
| |     |                                                                   
| |     | (iii)                                                             

and such amounts of Other Taxes shall,
subject to Subsection 3.7(c) be paid:

| | (iv) | at the same time and in the same manner monthly payments
      of Basic Rent and Additional Rent are due and payable; or                                                                 
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                          
| | (v)  | at the time the taxing authority in respect of Other
      Taxes requires the same to be paid by the Landlord if such time is earlier
      than the time in Subsection 3.7(a)(iv) above.

| | (b) | If a specific assessment of Other Taxes is unknown for
      whatever reason or the Landlord has not estimated a monthly payment of
      Other Taxes under Subsection 3.7(c) and any amount of Other Taxes is not
      paid in accordance with Subsections 3.7(a)(iv) and (v) above, then the
      Tenant shall pay the amount or amounts of Other Taxes to the Landlord
      within five business days of receipt of notice from the Landlord
      specifying the amount of such Other Taxes.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | The Landlord shall for purposes of Subsection 3.7(a)(iv)
      above estimate the amount of Other Taxes to be paid in advance with
      monthly payments of Basic Rent and Additional Rent for the period to which
      the estimate applies. Any necessary adjustment after the period in
      question shall be made in the same manner as Additional
  Rent.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 12 -

| | (d) | All Other Taxes shall be calculated and paid without
      regard to any input tax credits, set-offs, exceptions, exemptions or
      deductions to which the Landlord is or may be entitled to.                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                    
| | (e) | The amounts payable by the Tenant as Other Taxes shall be
      deemed not to be Basic Rent or Additional Rent, but nevertheless the
      Landlord shall have all the same rights and remedies in the event of
      non-payment of Other Taxes as it has for non-payment of Basic Rent and
      Additional Rent.

| | (f) | Upon request by the Landlord, the Tenant will deliver
      promptly to the Landlord, for inspection, receipts for payment of all
      charges payable by the Tenant pursuant to Articles 3.6 and
  3.7.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.8      Landlord as Supplier

Should the Landlord supply or elect to supply steam, water,
gas, electricity or sewage facilities or any other utility used or consumed on
the Premises or pay the same on a bulk basis on behalf of the Building or any
part thereof the Tenant will purchase and pay for the same payable with the next
monthly Basic Rent payment due, at rates not in excess of public utility rates
or prevailing market rates for the same service if applicable. In no event will
the Landlord have any obligations or liability in connection with the cessation
or unavailability or interruption or suspension of any service or utilities at
any time whether or not supplied by the Landlord. Should individual meters or
apparatus for measurement of consumption for any or all utilities consumed on
the Premises by the Tenant not be provided, the Landlord will allocate the cost
of such utilities using as the basis for such allocation the Landlords
reasonable estimate of the relative rates of consumption of each such tenant;
such allocation by the Landlord will be conclusive and binding on the Tenant and
will be payable by the Tenant with the monthly Basic Rent payment due.

3.9      Net Lease

The Tenant will pay to the Landlord duly and punctually all
Basic Rent and Additional Rent required to be paid by the Tenant pursuant to
this Lease without any deduction, abatement or setoff whatsoever, it being the
intention of the Landlord and Tenant that this Lease is a completely carefree
net lease to the Landlord, that all expenses, costs, payments and outgoings
incurred in respect of the Premises and the Building, including their share of
expenses for Common Areas and Facilities (unless otherwise expressly stipulated
herein to the contrary) will be borne by the Tenant and other tenants of the
Building, and that Basic Rent will be absolutely net to the Landlord.

3.10      Irregular Periods

If, for any reason, it becomes necessary to calculate Basic
Rent or Additional Rent for irregular periods an appropriate pro rata adjustment
will be made on a daily basis in order to compute such rent for such irregular
periods as at the date of termination of the Term, unless otherwise expressly
set out in this Lease.

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-13 -

3.11      Dispute as to Costs

If the Tenant disputes the amount of any moneys to be paid by
the Tenant to the Landlord pursuant to this Lease, the certificate of a
chartered accountant appointed by the Landlord to determine such amount will be
conclusive and binding on the Landlord and Tenant. If the dispute is in
connection with the amount of Common Costs, the determination of the chartered
accountant need not be made before the date on which the Rental Year would have
ended but for the expiration of the Term. The cost of obtaining such certificate
shall be for the account of the Tenant unless the amount of money to be paid by
the Tenant as claimed by the Landlord exceeds the amount of money to be paid by
the Tenant as established in the certificate by more than five percent (5%) of
the amount claimed by the Landlord.

3.12      Landlords Taxes

Subject to the obligation of the Tenant to pay its
Proportionate Share of Common Costs, the Landlord will pay real property taxes
with respect to the Lands and Building as and when due, subject to lawful
deferral.

3.13      Parking

The Landlord will provide the Tenant during the Term and any
renewal with the licence to use two (2) parking stall(s) designated by the
Landlord and located in the sub-grade parking facility. The Tenant will pay the
Landlord for the use thereof $250.00 per month as Additional Rent payable on the
first day of each month during the Term subject to the right of the Landlord to
increase the monthly charge to charges prevailing for similar parking in similar
areas of Vancouver.

The Landlord offers no warranty or indemnity as to the
protection or safety of vehicles left in the sub-grade parking facility or other
parking areas arranged by the Landlord nor any goods left within the vehicles
and Tenant shall inform owners of vehicles that their own policies of insurance
must be utilized in order to make any claim if such loss or damage occurs.

Accordingly:

| | (a) | the Landlord, its servants and agents, accept no
      liability in respect of any loss, destruction, damage or theft of or from
      the vehicle or the contents of the vehicle save and to the extent where
      the same is proved by a court of competent jurisdiction in British
      Columbia to be caused by the negligence, wilful act or default or breach
      of statutory duty of the Landlord, its servants or agents,
  and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | the Landlord, its servants and agents, accept no
      liability in respect of the death of or personal injury sustained by
      Tenants and related parties in the car park save and to the extent where
      the same is proved by a court of competent jurisdiction in British
      Columbia to be caused by the negligence, wilful default or breach of
      statutory duty of the Landlord, its servants or
agents.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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-14 -

3.14      Pre-authorized Payment
Plan

Not Applicable  Monthly lease payments to be made by issuance
of cheques drawn on the Tenants bank account held with a Canadian financial
institution.

3.15      Covenant to Pay Rent

The Tenant covenants to pay Basic Rent, Additional Rent and all
other costs and charges as herein provided.

ARTICLE 4QUALITY, USE AND OCCUPANCY OF THE
PREMISES AND PROVISION OF LANDLORDS SERVICES

4.1      Examination of Premises

The Tenant acknowledges that the Landlord is leasing the
Premises to the Tenant on an as is basis and that the Premises are in good and
satisfactory condition. There shall be a fixturing period from July 1, 2007 to
September 30, 2007 during which no rent will be payable and a total budget for
tenant improvements as further described in Article 7.9.

4.2      Adjustment when Areas are
Measured and Changed

If the Rentable Area of the Premises or the Total Rentable Area
was estimated by or on behalf of the Landlord for the purposes of this Lease
because the Rentable Area thereof could not be accurately calculated prior to
the execution of the Lease, or if the Rentable Area of the Premises or the Total
Rentable Area changes at any time during the Term, then, when the Rentable Area
of the Premises and the Total Rentable Area can be accurately calculated and if
the estimate previously made was not correct or has changed, the Rentable Area
of the Premises and the Total Rentable Area shall then be calculated and the
appropriate adjustments made with respect to Basic Rent payable under this Lease
and to the definition of Proportionate Share.

4.3      Possession and Use of
Premises

The Tenant will take possession of the Premises on the
Commencement Date. The Tenant will not use or permit the Premises or any part
thereof to be used for any purpose other than for business offices and related
uses. Without restricting the generality of the foregoing, the Tenant will not
carry on any business which because of the merchandise or services likely to be
sold or the merchandising or pricing methods likely to be used would in the
reasonable opinion of the Landlord tend to lower the character of the Building.

The Premises will be used solely for the purpose of
administrative and employment training offices and related uses, and will be
operated continuously throughout the Term by the Tenant under the name DOMAIN
HOLDINGS INC. (or such other name as the Landlord may approve in writing), in
accordance with any rules and regulations for the Building as established by the
Landlord from time to time.

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-15 -

If, with the permission of the Landlord, the Tenant occupies
the Premises or any part thereof prior to the Commencement Date, such occupancy
will be deemed to be permissive at the will of the Landlord and in the absence
of any other written agreement relating thereto will be governed by the
provisions of this Lease including payment for use and occupation at the rate of
Basic Rent and Additional Rent herein mentioned pro-rated on a daily basis.

The Tenant shall not allow the Premises to be unoccupied or
otherwise stop operating its normal course of business or otherwise go dark
for a period of more than fourteen (14) days without the written permission of
the Landlord.

4.4      No Nuisance, Overloading
or Waste

At no time during the Term will the Tenant carry on or permit
or suffer to be carried on in the Premises or elsewhere in the Building anything
which is noxious or offensive or which would constitute a public or private
nuisance or which would annoy or disturb or cause nuisance or damage to the
occupiers or owners of lands and premises adjoining or in the vicinity of the
Premises or the Building. The Tenant will not permit any overloading of the
floor of the Premises and will not place thereon any heavy object without the
prior written consent of the Landlord. The Tenant will not cause any waste or
damage to the Premises.

4.5      No Hazardous Substances

The Tenant will not locate, create or store in the Premises,
the Building or the Lands and will not permit any of its agents, employees,
suppliers, customers, invitees, sub-tenants, licensees or any other person
having business with or under the control of the Tenant to locate, create or
store on the Premises, the Building or the Lands any Hazardous Substance. A
Hazardous Substance shall include, without limitation, any solid, liquid,
smoke, waste, odour, heat, vibration, radiation, or combination thereof, which
is deemed, classed or found to affect the natural, physical, chemical or
biological quality of the environment, or which is or is likely to be injurious
to the health or safety of persons, or which is injurious or damaging to
property, plant or animal life, or which interferes with or is likely to
interfere with the comfort, livelihood or enjoyment of life by a person, or
which is declared to be hazardous or toxic under any law or regulation now or
hereinafter enacted or promulgated by a governmental authority having
jurisdiction over the Landlord, the Tenant or the Premises, and without limiting
the generality of the foregoing shall include any dangerous, noxious, toxic,
flammable or explosive substance, radioactive material, asbestos or PCBs. If
the Tenant is in breach of the foregoing prohibition regarding the location,
creation or storage of Hazardous Substances, the Landlord, in addition to all
other remedies it has under this Lease, may require the Tenant, at the Tenants
costs to cause such Hazardous Substances to be removed and to cause the
Premises, the Building or the Lands, as the case may be, to be properly restored
and repaired all in accordance with any applicable laws, bylaws, rules,
regulations or orders. Alternatively, at its option, the Landlord may cause such
hazardous substances to be removed and may repair and restore the Premises, the
Building or the Lands, as the case may be, and may cause its employees or agents
to enter on the Premises for such purpose. Should the Landlord undertake such
removal, repair or restoration, the Tenant shall forthwith pay to the Landlord
the total cost of such removal, repair or restoration plus a fee equal to ten
percent (10%) of such cost and the total of such fee and costs shall, until paid
to the Landlord, bear interest at the rate stipulated herein for amounts in
arrears and shall be

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recoverable as Additional Rent reserved hereunder. The Tenant
hereby indemnifies and holds the Landlord harmless from and against all loss,
cost, damage and expense (including, without limitation, legal fees on a
solicitor and own client basis and costs incurred in the investigation, defense
and settlement of claims) that the Landlord may incur as a result of or in
connection with or arising from the breach of this Article 4.5 by the Tenant or
in respect of non-compliance by the Tenant with any federal, provincial or
municipal laws, bylaws, rules, regulations or orders relating to Hazardous
Substances. The provisions of this paragraph requiring the Tenant to reimburse
the Landlords costs plus pay a fee of ten percent (10%) of such costs, and
requiring the Tenant to indemnify the Landlord, shall survive the termination of
this Lease, anything to the contrary notwithstanding.

4.6      Signs

The Tenant will not erect, paint, display, place, affix or
maintain or permit to be erected, painted, displayed, placed, affixed or
maintained any sign, decoration, picture, lettering, symbol or notice of any
nature or kind whatsoever (herein called the Signs) either on the exterior
walls of the Premises or within the Premises if any such sign is visible from
the exterior thereof or in the Building or Common Areas and Facilities without
first obtaining the Landlords written consent which consent may be refused if
in the Landlords sole discretion such Signs are not in keeping with the
character of the Building. The Tenant, at its cost, will acquire all requisite
statutory permits which may be required to erect or maintain any such approved
Signs. The Tenant will cause any Signs to be maintained in a proper state of
repair and will indemnify and save harmless the Landlord from all personal
injuries or property damage or loss to any person caused by the existence of any
such Signs. The Landlord will provide, at the cost of the Tenant, standard floor
and door signage and will install and maintain a directory board for the
Building in the lobby on the main floor.

4.7      Deliveries, Loading and
Shipping

The Tenant will permit deliveries to the Premises and loading
and unloading to be done only in and from loading areas designated by the
Landlord and only in accordance with the Rules and Regulations as the Landlord
from time to time may prescribe. The delivery or shipping of merchandise,
supplies and fixtures to and from the Premises will be subject to such Rules and
Regulations as in the sole judgment of the Landlord are necessary for the proper
operation of the Premises and the Building.

4.8      Windows

The Landlord shall replace any glass in the outside windows and
doors of the perimeter of the Premises (including perimeter windows in the
exterior walls) with as good quality and size and in the case of perimeter
windows, with glass of the same type and colour with the expense to be deemed a
Common Cost during the continuance of this Lease, unless the glass shall be
broken by the Tenant or the Tenants invitees, employees or agents, or by
vandalism or in the course of a break-in in which event the Tenant shall
forthwith reimburse the Landlord for such costs.

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- 17 -

4.9      Condition of Premises

The Tenant will not permit the Premises to become untidy or
unsightly and will not permit waste or refuse to accumulate therein.

4.10      Not to Affect Landlords
Insurance

The Tenant will not do or omit to do or permit to be done or
omitted to be done on the Premises or elsewhere in the Building anything which
would directly or indirectly cause the insurance premiums in respect of the
Building or the Landlords premiums for liability insurance to be increased. If
any insurance premium is thereby increased, the Tenant will pay to the Landlord
the amount by which the insurance premiums are so increased. The Tenant will not
store or permit to be stored upon the Premises anything of a dangerous,
inflammable or explosive nature or anything which would have the effect of
increasing the Landlords insurance premiums or of leading to the cancellation
of the Landlords insurance. If any insurance policy of the Landlord is
cancelled by an insurer by reason of the use and occupation of the Premises by
the Tenant or by an assignee, subtenant or anyone permitted by the Tenant to be
on the Premises, then the Landlord, at its option and without prejudice to its
other rights and remedies, may terminate this Lease upon seven (7) days written
notice to the Tenant and thereupon Basic Rent and Additional Rent will be
apportioned and paid in full to the date of expiration of such notice and the
Tenant will immediately deliver up vacant possession of the Premises to the
Landlord and the Landlord may re-enter and take possession of same and, at its
option and at the expense of the Tenant, may rectify the situation causing such
cancellation.

4.11      Preventing Cancellation

The Landlord, by its representatives, may at any time enter
upon the Premises to remove any article or remedy any condition which, in the
reasonable opinion of the Landlord, would be likely to lead to cancellation of
any insurance policy.

4.12      Landlords Services

So long as the Tenant is not in default under this Lease, the
Landlord will provide the services set forth in this Article 4 provided that the
Landlord will have the right at any time, without liability or obligation to the
Tenant, to discontinue or modify any services required of it under this Article
4 or elsewhere in this Lease during such times as may be necessary, or as the
Landlord may deem reasonably advisable, by reason of accident or for the purpose
of effecting repairs, replacements, alterations or improvements. Without
limiting the foregoing, the Landlord will not be liable to the Tenant for
failure for any reason to supply the said services or any of them provided that
the Landlord will correct any such failure with reasonable diligence.

4.13      Cleaning

The Landlord will cause the Common Areas and Facilities to be
kept clean and tidy and reasonably free of debris.

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- 18 -

4.14      Electrical Current and
Lighting Fixtures

The Landlord (subject to its ability to obtain same from its
principal supplier) will cause the Premises to be supplied with electric current
for normal lighting, which the Tenant agrees to take and receive from the
Landlord. The Tenant will pay the cost, including installation, of all electric
light bulbs, tubes and ballasts used to replace those installed in the Premises
at the commencement of the Term and the cost of cleaning, maintenance and repair
of the fluorescent fixtures therein and the cost of periodic relamping and
destaticizing of the said fluorescent fixtures as may be required from time to
time by the Landlord in accordance with prudent building management practices.
The Landlord, at its option, will have the exclusive right to provide and carry
out at the Tenants expense such installations, maintenance, repair, relamping
and destaticizing at reasonably competitive rates.

4.15      Air-Conditioning and
Heating

The Landlord will provide an air-conditioning and heating
system (but not any special air-conditioning as may be required with respect to
the operation of computer equipment or any other equipment to be installed in
the Premises) to provide a reasonable and constant supply of air to the Premises
that is heated or cooled and capable of maintaining a reasonable temperature in
the Premises. Same will be supplied during the following hours on business days;
namely, Monday to Friday inclusive 8:00 a.m. to 6:00 p.m. (except for statutory
holidays) and on Saturday from 8:00 a.m. to 12:00 noon. The Landlord, however,
when requested by the Tenant, may furnish air-conditioning to the Premises at
such other times, including weekends and statutory holidays, but only at the
expense of the Tenant, based on the Landlords estimate of its cost for labour
and utilities used in the operation of the air-conditioning system at such hours
or on such days. Such service will apply to all of the Building, provided always
that the obligations of the Landlord hereunder will be conditional upon the
following:

| | (a) | the average amount of electrical energy consumed by the
      Tenant will be that amount required for normal lighting;               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                      
| | (b) | the interior or partitioning of the Premises will not
      impede air-conditioning and heating;                                     
| |     |                                                                                                                                      
| | (c) | the Tenant shall keep the window shading on exterior
      windows fully closed when such windows are exposed to direct
    sunlight.

If the Landlord deems it necessary to run elements of the
system through the Premises in order to serve other tenants, the Tenant will
permit the Landlord and its agents and contractors to perform such work in the
Premises. The Landlord will make a preliminary adjustment of the airconditioning
and heating system at the commencement of the Term. The Tenant acknowledges that
a reasonable time will be required after the Building has been fully occupied in
order to fully adjust and balance the air-conditioning system and heating
systems. If the apparatus or any part thereof used in heating and/or
air-conditioning the Premises become damaged, destroyed or inoperative, the
Landlord will have a reasonable time within which to repair the damage or repair
the apparatus and the Landlord will not in any event be liable to the Tenant or
its officers or

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- 19 -

employees for any direct, indirect or consequential damage or
damages for personal discomfort or illness arising by reason of the interruption
of such service.

4.16      Use of Electric Current

The Tenant covenants and agrees that at all times its use of
electric current will not exceed the capacity of existing electrical wiring in
and supplying the Premises.

4.17      Floor Covering

The Tenant will maintain and repair the floor covering in the
Premises in as good a condition as reasonable use will permit, reasonable wear
and tear only excepted, and whether or not installed by the Landlord. Without
restricting the generality of the foregoing, such maintenance and repair will
include in the case of carpeting regular spot cleaning and shampooing thereof in
a manner acceptable to the Landlord or alternatively the Landlord may perform
the Tenants obligation in Article 4.17 at its discretion.

4.18      Elevators

Subject to the supervision of the Landlord, the Landlord will
furnish for use by the Tenant and its employees and invitees in common with
other persons entitled thereto passenger elevator service to the Premises, and
will furnish for the use of the Tenant in common with others entitled thereto at
reasonable intervals and at such hours as the Landlord may select, freight
elevator service to the Premises for the carriage of furniture, equipment,
deliveries and supplies. If any elevator shall become inoperative or shall be
damaged or destroyed, the Landlord shall have a reasonable time within which to
repair such damage or replace such elevator and the Landlord shall repair or
replace the same as soon as reasonably possible, but shall in no event be liable
for indirect or consequential damages or other damages for personal discomfort
or illness during such period of repair or replacement.

4.19      Washrooms

Unless the Premises include the washrooms on any floor which
are standard to the Building and would otherwise be available for common use,
the Landlord will provide for the use of the Tenant and its employees and
invitees, in common with others entitled thereto, washrooms available to the
Premises on each floor in the Building upon which any part of the Premises is
located.

4.20      Janitor Services

The Landlord will provide janitor and cleaning services to the
Premises, it being agreed by the Tenant that any janitor or cleaning service
which the Landlord shall agree to provide in excess of services ordinarily
provided by the Landlord for tenants of the Building (including those extra
services which the Landlord shall make available by demand or special
arrangement) shall be provided at the Tenants expense.

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ARTICLE 5 ASSIGNMENT, SUB-LETTING, SALE

5.1      Consent Required

Prior to the Tenant agreeing to the terms and conditions with
any person or persons (other than the Landlord) upon which it would be willing
to effect a Transfer (as hereinafter defined) of this Lease, the Tenant shall
give written notice thereof to the Landlord.

The Tenant will not assign this Lease in whole or in part, nor
sublet all or any part of the Premises, nor mortgage or encumber this Lease or
the Premises or any part thereof, nor suffer or permit the occupation of, or
part with or share possession of, all or any part of the Premises by any person
(all of the foregoing being collectively referred to in this Article 5 as a
Transfer), without the prior written consent of the Landlord in each instance.
No request for consent will be considered by the Landlord unless the Tenant has
notified the Landlord of all terms and conditions of the proposed Transfer with
the proposed Transferee (as hereinafter defined). Subject to the exercise of the
Landlords option to cancel contained in Article 5.2 and to the covenant,
creditworthiness, and business reputation of the Transferee being at least equal
to that of the Tenant, the Landlords consent may not be unreasonably withheld.
The consent by the Landlord to any Transfer, if granted, shall not constitute a
waiver of the necessity for such consent to any subsequent Transfer. This
restriction against a Transfer is to be construed so as to include a restriction
against any Transfer by operation of law and no Transfer shall take place by
reason of failure by the Landlord to give notice to the Tenant within ten (10)
business days as required by Article 5.2.

If there is a permitted Transfer of this Lease, the Landlord
may collect rent from the assignee, subtenant or occupant (all of the foregoing
being hereinafter collectively referred to as the Transferee), and apply the
net amount collected to the Gross Rent required to be paid pursuant to this
Lease, but no acceptance by the Landlord of any payments by a Transferee shall
be deemed a waiver of this covenant, or the acceptance of the Transferee as
Tenant, or a release of the Tenant or the Guarantor, if any, from the further
performance by the Tenant or the Guarantor, if any, of the covenants or
obligations on the part of the Tenant or the Guarantor, if any, herein
contained. Any document or consent evidencing such Transfer of this Lease if
permitted or consented to by the Landlord shall be prepared by the Landlord or
its solicitors, and all legal costs with respect thereto shall be paid by the
Tenant to the Landlord forthwith upon demand as Additional Rent. Any consent by
the Landlord shall be subject to the Tenant causing any such Transferee to
promptly execute an agreement directly with the Landlord agreeing to be bound by
all of the terms, covenants and conditions contained in this Lease as if such
Transferee had originally executed this Lease as Tenant. Notwithstanding any
such Transfer permitted or consented to by the Landlord, the Tenant shall be
jointly and severally liable with the Transferee on this Lease and shall not be
released from performing any of the terms, covenants and conditions of this
Lease.

5.2      Landlords Option

If the Tenant intends to effect a Transfer of all or any part
of the Premises or this Lease, in whole or in part, or any estate or interest
hereunder, then and so often as such event shall occur, the

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Tenant shall give prior written notice to the Landlord of such
intent, specifying therein the proposed Transferee and providing all material
information with respect thereto including, without limitation, information
concerning the principals thereof and such credit, financial or business
information relating to the proposed Transferee as the Landlord requires, and
the Landlord shall, within ten (10) business days thereafter, notify the Tenant
in writing that, either:

| | (a) | it consents or does not consent in accordance with the
      provisions and qualifications to this Article 5 to the Transfer;
  or            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                               
| | (b) | it elects to cancel this Lease on the date on which the
      proposed Transfer was to be effected in preference to giving such
      consent.

If the Landlord elects to cancel this Lease as aforesaid, the
Tenant shall notify the Landlord in writing within five (5) days thereafter of
the Tenants intention either to refrain from such Transfer or to accept the
cancellation of this Lease, and if the Tenant fails to deliver such notice
within such period of five (5) days, this Lease will thereby be terminated as of
the date on which the proposed Transfer was to be effected. If the Tenant
advises the Landlord within such five (5) day period that it intends to refrain
from such Transfer, then the Landlords election to cancel this Lease as
aforesaid shall become null and void in such instance.

5.3      No Advertising of the
Premises

The Tenant shall not advertise the whole or any part of the
Premises or this Lease for purposes of a Transfer and shall not print, publish,
post, display or broadcast any notice or advertisement to that effect, and shall
not permit any broker or other person to do any of the foregoing, unless the
complete text and format of any such notice, advertisement, or offer is first
approved in writing by the Landlord, such consent not to be unreasonably
withheld. Without in any way restricting or limiting the Landlords right to
refuse any text or format on other grounds, any text or format proposed by the
Tenant shall not contain any reference to the rental rate for the Premises.

5.4      Landlords Conveyance

Should the Landlord convey or assign or otherwise divest itself
of its interest in the Building and to the extent that the transferee or
assignee thereof assumes the covenants and obligations of the Landlord herein,
the Landlord will be relieved of its obligations under this Lease from and after
the effective date of such conveying, assigning or divesting, save and except
for the obligation to account to the Tenant for any monies then due and payable
to the Tenant by the Landlord pursuant to this Lease.

ARTICLE 6COMPLIANCE WITH LAWS, BUILDERS LIENS,
SECURITY INTERESTS

6.1      Compliance with Laws

The Tenant, during the Term and at its own expense, will
promptly comply with all statutory requirements of every competent federal,
provincial, municipal, regional and other statutory authority and all
requirements of fire insurance underwriters in force from time to time during
the Term which relate to the Tenants partitioning, equipment, operation and use
of the Premises

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- 22 -

or the making by the Tenant of any alterations, replacements,
changes, improvements, repairs or additions to the Premises or the conduct of
any business conducted in or from the Premises.

6.2      Builders Liens

The Tenant will not suffer or permit any lien under the
Builders Lien Actof British Columbia or like statute to be registered
against title to the Tenants leasehold interest in the Premises or against
title to the Lands by reason of labour, services or materials supplied or
claimed to have been supplied to the Tenant or anyone holding any interest
through or under the Tenant during the Term. If any such lien is registered, the
Tenant will procure registration of its discharge forthwith after the lien has
come to the notice of the Tenant. If the Tenant desires to contest in good faith
the amount or validity of any lien and has so notified the Landlord and if the
Tenant has deposited with the Landlord or has paid into Court to the credit of
the lien action, the amount of the lien claim plus an amount for costs
satisfactory to the Landlord, then the Tenant may defer payment of such lien
claim for a period of time sufficient to enable the Tenant to contest the claim
with due diligence, provided always that neither the Premises nor the Tenants
leasehold interest therein nor the Lands will thereby become liable to
forfeiture or sale. The Landlord may, but will not be obliged to, discharge any
such lien at any time if, in the Landlords judgment, the Premises or the
Tenants interest therein or the Lands become liable to any forfeiture or sale
or is otherwise in jeopardy and any amount paid by the Landlord in so doing,
together with all reasonable costs and expenses of the Landlord, will be
reimbursed to the Landlord by the Tenant forthwith on demand. Nothing herein
contained will be deemed to authorize the Tenant, or imply consent or agreement
on the part of the Landlord, to subject the Landlords estate and interest in
the Premises to any lien. The Landlord may at any time and from to time during
the Term or any renewal thereof enter the Premises to place notices upon the
Premises that the Landlord will not be responsible for any alterations,
additions, repairs or rebuilding work, and they also may give such notice in
writing to any potential lien claimants.

6.3      No Security Interests

The Tenant covenants that it will not create a security
interest in fixtures or goods installed in the Premises, or in any improvements,
equipment or structures constituting replacements, alterations and additions to
the Premises including, but not being limited to, any of the Tenants trade
fixtures or personal property located in the Premises and all improvements,
items or structures constituting replacements, alterations and additions to the
Premises, nor permit the filing of a notice pursuant to Section 49 of the
Personal Property Security Actof British Columbia against this Lease,
the Premises, the Building or the Lands (or any portion thereof), provided that
the Tenant may create a security interest in fixtures or goods which may become
fixtures if each secured party covenants in writing with the Landlord in a form
acceptable to the Landlord that the secured partys interest is subordinate to
the Landlords. If the Tenant creates a security interest in the fixtures or
goods which may become fixtures in the Premises not in accordance with the
foregoing, in favour of a third party, or if a creditor of the Tenant files a
notice pursuant to Section 49 of the Personal Property Security Actof
British Columbia and the Tenant fails to discharge the security interest or
Section 49 notice within fourteen (14) days of such filing, then the Tenant is
in default of this Article 6.3 and, in addition to all other rights and remedies
available to the Landlord, the Landlord may make any payments to a secured party
required to

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release the secured partys claim, and any such amounts paid by
the Landlord shall be collectible by the Landlord from the Tenant in the same
manner as rent.

ARTICLE 7REPAIRS, MAINTENANCE AND ALTERATIONS

7.1      Agreement for Construction

In the event that the Landlord and Tenant enter into an
agreement whereby the Landlord agrees at the Tenants cost and expense to
provide labour and material and other costs for work to the Premises upon the
receipt of the Tenants plans and specifications, the Landlord shall notify the
Tenant of the estimated cost of such work (as estimated by the Landlords
contractor and the Tenant waives any claims against the Landlord or the
Landlords contractor with respect to the accuracy of the aforementioned
estimate). Upon completion of the work by the Landlords contractor the Landlord
shall bill the Tenant for the cost of the work and the Tenant covenants and
agrees to pay such amount to the Landlord within fifteen (15) days after the
receipt of such statement. The cost of the work will include, in addition to
labour, overhead and ancillary costs, material and equipment, permit, consultant
and all other similar fees, and a management fee for a sum equal to ten percent
(10%) of the final cost of the said work. Added to such cost shall be any costs
incurred by the Landlord through changes that the Tenant may make or request
after the Architect or other professional consultant to the Landlord has
incorporated the Tenants approved design into the overall plans for the
Building. Should the Tenant fail to make such payments as hereinabove provided,
the Landlord may at any time thereafter declare this Lease to be null and void
and of no further force and effect and the Tenant shall reimburse the Landlord
for any costs, losses or damages.

7.2      Repair and Maintenance

The Tenant, throughout the Term at its own expense, will
repair, maintain and keep the Premises and all improvements, appurtenances and
equipment therein and thereon in good repair and condition, as is fitting for a
comparable quality retail and office development including all repairs and
maintenance to electrical, heating, ventilating, air-conditioning, sprinkler and
plumbing fixtures and equipment, and whether such repairs are structural or
non-structural, ordinary or extraordinary, foreseen or unforeseen, excepting
from such standard of repair and maintenance damage by fire and other risks
(only to the extent that the Landlord is insured against such perils),
reasonable wear and tear (to the extent only that such reasonable wear and tear
is not inconsistent with maintenance in good order and condition of the Premises
generally) and repairs for which the Landlord is responsible under this Lease.
For the purposes of this paragraph, repairs will include replacements and
renewals when necessary. Repairs and maintenance by the Tenant to the electrical
heating, ventilation, air-conditioning, sprinkler and plumbing fixtures and
equipment shall only be performed by or under the supervision of the Landlord,
but shall be at the Tenants expense.

7.3      Inspection and Emergencies

The Landlord, by its representatives, may enter upon the
Premises at all reasonable times and during any emergency to inspect the state
of repair and maintenance.

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7.4      Landlords Approval of the
Tenants Repairs and Work

The Tenant shall not make any repairs, alterations,
replacements, decorations or improvements to any part of the Premises without
first obtaining the Landlords written approval. The Tenant shall submit to the
Landlord:

| | (a) | details of the proposed work including drawings and
      specifications conforming to good construction practice and approved by
      the Landlord or consultants designated by the
Landlord;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | such indemnification against liens, costs, damages and
      expenses as the Landlord requires; and
| | --- | ---------------------------------------------------------------------------------------------------

| | (c) | evidence satisfactory to the Landlord that the Tenant has
      obtained, at its expense, all necessary consents, permits, licences and
      inspections from all governmental and regulatory authorities having
      jurisdiction. All such Tenants work, repairs, replacements, alterations
      or improvements by the Tenant to the Premises approved of by the Landlord
      shall be performed:
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |       | at the sole cost of the Tenant;                                                                                                                                                                                                                                                                                                                   
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                   
| |       | by competent workmen whose labour union affiliations are
      compatible with others employed by the Landlord and its contractors
      provided that the Tenants workmen shall not be required to submit to
      restrictive practices in contravention of the Labour Code of British
      Columbia in force at the time of their employment;
| |       |                                                                                                                                                                                                                                                                                                                                                   
| | (iii) | in a good and workmanlike manner;                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                   
| | (iv)  | in accordance with the drawings and specifications
      approved by the Landlord or its consultants; and                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                   
| | (v)   | subject to the reasonable regulations, controls and
      inspection of the Landlord.                                                                                                                                                                                                                                                             

Any such work, repair, replacement, alteration, decoration or
improvement made by the Tenant without the prior written consent of the Landlord
or which is not made in accordance with the drawings and specifications approved
by the Landlord or its consultants shall, if requested by the Landlord, be
promptly removed by the Tenant at the Tenants expense and the Premises restored
to their previous condition. Failing such removal, the Landlord shall be
entitled to remove the same forthwith without notice and at the Tenants sole
cost and expense.

Notwithstanding anything contained in this Lease including,
without limitation Article 7.2, if any such work, repairs, maintenance,
alterations, decorations, additions or improvements to the Premises or to any
improvements installed by or on behalf of the Tenant for the benefit of the
Premises which are approved by the Landlord, affect the structure of the
Premises or any part of the Building other than the Premises or are installed
outside the Premises, such work shall at the option of the Landlord be performed
only by the Landlord, at the Tenants sole cost and expense.

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-25 -

From time to time during the course of construction, the Tenant
shall pay to the Landlord upon demand, both the Landlords costs relating to any
such work, repairs, alterations, decorations, additions or improvements
including the fees of any architectural and engineering consultants plus a sum
equal to fifteen percent (15%) of the total cost thereof representing the
Landlords overhead. No work, repairs, alterations, additions, decorations or
improvements to the Premises by or on behalf of the Tenant shall be permitted
which, in the Landlords opinion, may weaken or endanger the structure or
adversely affect the condition or operation of the Premises or the Building or
diminish the value thereof, or restrict or reduce the Landlords coverage for
zoning purposes.

7.5      Maintenance by the
Landlord

The Landlord shall, at all times throughout the Term, but
subject to this Article 7 and reasonable wear and tear, maintain and repair, or
cause to be maintained and repaired, as would a prudent owner of a reasonably
similar commercial development, having regard to size, age and location, the
structure of the Building including, without limitation, the foundations,
exterior wall assemblies including weatherwalls, sub-floor, roof, bearing walls,
and structural columns and beams of the Building. The cost of such maintenance
and repairs (except for the cost of repairing or replacing any inherent
structural defects or weaknesses or exterior glass damaged by the Tenant, its
invitees, employees, or agents) shall form part of the Common Costs.

If the Tenant refuses or neglects to carry out any maintenance,
repairs and replacements properly as required pursuant to Article 7.2 hereof,
and to the reasonable satisfaction of the Landlord, the Landlord may, but shall
not be obliged to, perform such maintenance, repairs, and replacements without
being liable for any loss or damages that may result to the Tenants
merchandise, fixtures or other property or to the Tenants business by reason
thereof. Upon completion of such maintenance, repairs and replacements, the
Tenant shall pay to the Landlord upon demand, the Landlords costs relating
thereto plus a sum equal to fifteen percent (15%) thereof representing the
Landlords overhead. The Tenant agrees that the making of any repairs by the
Landlord pursuant to this Article 7.5 is not a re-entry or a breach of any
covenant for quiet enjoyment contained in this Lease or implied by law. Without
limiting the rights of the Landlord pursuant to Article 7.4, the Landlord will
have the right at any time during the Term to repair, remodel, alter or improve
the Building (or to change the location of the entrance or entrances to the
Building and the Premises other than the entrance provided for the Tenant)
without compensation or responsibility to the Tenant and to enter into, pass
through, work upon and attach scaffolds or other temporary structures to the
Premises putting the Tenant to as little disturbance or inconvenience as is
reasonably practicable.

7.6      Repair where the Tenant is
at Fault

Notwithstanding any other terms, covenants and conditions
contained in this Lease (including, without limitation, the Landlords
obligations to repair set out in Article 7.5, the Landlords obligations to take
out insurance on the Building, and the Tenants obligation to pay its
Proportionate Share of the cost of insurance premiums as a Common Cost), if the
Building or any part thereof or the Common Areas and Facilities (including those
Common Areas and Facilities within or passing through the Premises), or any
equipment, machinery, facilities or improvements contained therein or made
thereto, or the roof or outside walls of the Building or

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- 26 -

any other structural portions thereof require repair or become
damaged or destroyed through the negligence, carelessness or misuse of the
Tenant (or those for whom it is in law responsible) or through it in any way
stopping up or damaging the heating apparatus, water pipes, drainage pipes or
other equipment or facilities or parts of the Building, the cost of the
resulting repairs, replacements or alterations plus a sum equal to fifteen
percent (15%) of the cost thereof representing the Landlords overhead, shall be
paid by the Tenant to the Landlord as Additional Rent forthwith upon
presentation of an account of such expenses incurred by the Landlord.

7.7      Payment for Work

The Tenant will pay for all expenses incurred for labour
performed upon, and materials incorporated into, the Premises for which it is
responsible as same fall due.

7.8      Notice by the Tenant

The Tenant shall, when it becomes aware of same or when the
Tenant should, acting reasonably, have become aware of same, notify the Landlord
of any damage to, or deficiency or defect in any part of the Building, including
the Premises, any equipment or utility systems, or any installations located
therein, notwithstanding the fact that the Landlord may have no obligations with
respect to them.

7.9      Tenant Improvement
Allowance

Provided the Tenant is in occupancy of the Premises and further
provided that there has been no default by the Tenant in its obligations under
the Lease, the Landlord shall pay, as a contribution toward the initial
leasehold improvements installed by or on behalf of the Tenant, the maximum sum
of $100,000.00, plus GST thereon (the Allowance). The Allowance shall be spent
solely on improvements to the Premises, and shall be payable to the Tenants
approved contractor in instalments as agreed between the Landlord, the Tenant
and the approved contractor, on submission of the contractors invoices duly
certified as correct by the Tenant and provided that the work specified therein
has been carried out, and provided further that the Tenant has executed the
Lease in a form satisfactory to the Landlord. The final ten (10%) percent
holdback will be payable after the last of each of the following has occurred:

| | (a) | the said leasehold improvements have been
    installed;                                                          
| | --- | ------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                   
| | (b) | the Tenant has furnished evidence satisfactory to the
      Landlord of such installations;                       
| |     |                                                                                                                   
| | (c) | the time limit for filing of liens with respect to such
      leasehold improvements has expired;                 
| |     |                                                                                                                   
| | (d) | the Tenant has provided the Landlord with a statutory
      declaration as to the non- existence of any liens;
and

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- 27 -

| | (e) | the Tenant has accepted the Premises, is in occupation
      thereof and is paying Rent pursuant to the Lease.
| | --- | --------------------------------------------------------------------------------------------------------------

Any costs incurred above the amount of the Allowance will be
for the Tenants account.

The Tenant shall complete its initial leasehold improvements to
the Premises within six (6) months following the date the Tenant takes
possession of the Premises in order to construct its leasehold improvements
therein. Any unused portion of the Allowance shall not be applied to any part in
any form of free rent or cash.

ARTICLE 8COMMON AREAS AND ALTERATIONS TO BUILDING

8.1      Storage

The Tenant will not store anything of whatsoever nature or kind
on or within the Common Areas and Facilities.

8.2      Use of Common Areas

Subject to this Lease, including the Rules and Regulations
contained in Schedule B, and to such other reasonable regulations as the
Landlord may make pertaining to the use of the Common Areas and Facilities, the
Tenant will have for itself and its licensees and invitees the non-exclusive
right to use the Common Areas and Facilities, in common with others entitled
thereto for their proper and intended purposes during normal business hours as
reasonably stipulated by the Landlord. The Tenant acknowledges that the Common
Areas and Facilities are subject to the exclusive control and management of the
Landlord.

8.3      Reservation to Landlord

All outside walls of the Premises and any space in the Premises
used for stairways and passageways to other adjoining premises, shafts, stacks,
pipes, conduits, ducts and other building facilities, the heating, electrical,
plumbing, air-conditioning and other building systems, and the use thereof as
well as access thereto through the Premises for the purpose of use, operation,
maintenance and repair, are expressly reserved to the Landlord.

8.4      Alterations to the
Building

The Landlord will be entitled, from time to time, to alter the
Common Areas and Facilities and the Building and to make changes and additions
thereto and, without limitation, to change the area, level, location,
arrangement and use of the Common Areas and Facilities and Building, and to
build additional stories on the Building.

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-28 -

ARTICLE 9SURRENDER OF PREMISES AND REMOVAL OF
FIXTURES

9.1      Surrender

Upon the expiration or earlier termination of this Lease and
the Term and any period of overholding, the Tenant will surrender to the
Landlord possession of the Premises and fixtures and improvements therein
(subject to this Article 9), all of which will become the property of the
Landlord without any claim by or compensation to the Tenant, all in good order,
condition and repair in accordance with the Tenants obligation to repair and
maintain, and free and clear of all encumbrances and all claims of the Tenant or
of any person claiming by or through or under the Tenant and all the rights of
the Tenant under this Lease will terminate save as herein expressly set out.

9.2      Document of Surrender

If this Lease and the Term are terminated for any reason, the
Tenant will deliver to the Landlord forthwith upon request a document
surrendering this Lease in form acceptable for registration in the appropriate
Land Title Office.

9.3      Condition of Premises

Without restricting the generality of Article 9.1, the Tenant,
immediately before the expiration or earlier termination of this Lease, will
leave the Premises in a broom clean condition.

9.4      Removal of Fixtures

All replacements, alterations, additions, partitions,
installations, improvements and fixtures made by the Tenant or made by the
Landlord on behalf of the Tenant under this Lease or any renewal hereof (other
than the Tenants trade fixtures and personal property) shall immediately become
the property of the Landlord without compensation therefor to the Tenant but the
Landlord shall be under no obligation to repair, maintain or insure the same,
such matters being the sole responsibility of the Tenant in accordance with the
provisions of this Lease. The replacements, alterations, additions, partitions,
installations, improvements and fixtures (other than the Tenants trade fixtures
and personal property) shall not be removed from the Premises prior to the
expiration or earlier termination of the Term without the prior written consent
of the Landlord. If the Tenant is not in default hereunder, the Tenant, at the
expiration of the Term, may remove from the Premises all Tenants trade fixtures
and personal property. If the Tenant damages the Premises during such removal
the Tenant will make good such damage at its expense. In no event will the
Tenant remove from the Premises any partitions, floor coverings, draperies,
local voice, data, or electrical wiring distribution, including floor ducts,
telephone conduits or plumbing, heating, air-conditioning, electrical or
ventilating plant or equipment or other building services. Notwithstanding the
preceding provision or anything else to the contrary herein, the Tenant shall,
if requested by the Landlord upon written notice and upon the expiration or
earlier termination of this Lease remove forthwith its installations,
alterations, additions, partitions and fixtures and anything in the nature of
improvements made or installed for or by the Tenant or by the Landlord on behalf
of the Tenant to or in the Premises, and will, at the Tenants cost, make good
any damage caused to the Premises by such removal.

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-29 -

ARTICLE 10LIABILITY AND INDEMNIFICATION

10.1      Non-Liability of Landlord

The Landlord will not be liable or responsible in any way for
any personal injury that may be sustained by the Tenant or any invitee or
licensee of the Tenant, or of any other person who may be upon the Premises or
in the Building or sidewalks, parking areas, or loading areas adjacent thereto,
or for any loss of or damage or injury to property belonging to or in the
possession of the Tenant or any invitee or licensee of the Tenant or any other
person, and without limiting the generality of the foregoing, the Landlord will
not be liable or responsible in any way for any injury, loss or damage to
persons or property caused by smoke, steam, water, ice, rain, snow or fumes
which may leak, issue or flow into, through or from the Premises or from the
water sprinkler, drainage or smoke pipes or plumbing equipment therein or from
any other place or quarter or caused by or attributable to the condition or
arrangement of any electrical or other wiring or the air-conditioning equipment,
or, for any matter or thing of whatsoever nature or kind arising from the
Tenants use and occupation of the Premises or otherwise, except if such injury,
loss, or damage is caused by the wilful misconduct or negligence of the
Landlord.

10.2      Indemnification

Notwithstanding any other terms, covenants and conditions
contained in this Lease, the Tenant will indemnify and save harmless the
Landlord and those for whom it is in law responsible from and against any and
all liabilities, damages (including loss of all rent payable by the Tenant
hereunder), costs, expenses, causes of actions, claims, suits and judgments
which the Landlord may incur or suffer or be put to by reason of or in
connection with or arising from:

| | (a) | any breach, violation or non-performance by the Tenant of
      any obligation contained in this Lease to be observed or performed by the
      Tenant;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any damage to the property of the Tenant, any sub-tenant,
      licensee or any person claiming through or under the Tenant or any
      sub-tenant or licensee, or any of them, or damage to any other property
      howsoever occasioned by the condition, use, occupation, repair or
      maintenance of the Premises;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | any injury to any person, including death resulting at
      any time therefrom, occurring in or about the Premises;
| | --- | --------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                     
| | (d) | any wrongful act or neglect of the Tenant, its invitees
      and licensees, in and about the Premises and
Lands.   

Should the Landlord without fault on its part, be made a party
to any litigation commenced by or against the Tenant, then the Tenant shall
protect, indemnify and hold the Landlord harmless and shall promptly pay all
costs, expenses and reasonable legal fees incurred or paid by the Landlord in
connection with such litigation as Additional Rent upon demand. The Tenant shall
also promptly pay as Additional Rent upon demand all costs, expenses and legal
fees (on a solicitor and own client basis) that may be incurred or paid by the
Landlord in enforcing the terms, covenants and conditions in this Lease, unless
a Court shall decide otherwise.

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-30 -

10.3      Survival of
Indemnification

The provisions of Article 10 will survive any termination of
this Lease, despite anything in this Lease to the contrary.

ARTICLE 11 INSURANCE

11.1      Tenants Insurance

The Tenant, at its cost, will obtain and keep in force
throughout the Term:

| | (a) | all risks insurance with Water Damage insurance covering
      all the Tenants property or for which the Tenant is legally liable or
      installed by or on behalf of the Tenant in the Premises including, without
      limitation, perils sewer backup, flood and earthquake insurance, its
      improvements, furniture, equipment, fittings, fixtures and stock-in-trade,
      in amounts adequate to cover fully any loss that the Tenant could sustain;
      if there is a dispute as to the amount which comprises full replacement
      cost, the decision of the Landlord shall be conclusive;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | commercial general liability insurance (including without
      limitation, tenants legal liability and contractual liability to cover
      the responsibilities assumed under Article 10.2 hereof) against claims for
      personal injury, death or property damage occurring upon or in or about
      the Premises, the Common Areas and Facilities, the Building and the Lands,
      coverage to include the activities and operations conducted by the Tenant
      and any other person on the Premises, and by the Tenant and any other
      person performing work on behalf of the Tenant and those for whom the
      Tenant is in law responsible in any other part of the Building or the
      Lands. Such policies shall be written on a comprehensive basis with
      inclusive limits of not less than Five Million Dollars ($5,000,000.00) for
      bodily injury to any one or more persons, or property damage, including
      but not limited to Tenants Legal Liability, Blanket Contractual, Gross
      Liability and Severability of Interest Clause, Bodily Injury, Personal
      Injury and Occurrence Property Damage, and such higher limits as the
      Landlord, acting reasonably, requires from time to time;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | any other form of insurance and such higher limits as the
      Landlord, acting reasonably, requires from time to time in form, in
      amounts and for insurance risks against which a prudent tenant would
      insure. A sample certificate of insurance is attached hereto as Schedule
      C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

11.2      Policies

The Tenant will effect all policies with insurers, and upon
terms and in amounts, as to deductibles and otherwise reasonably satisfactory to
the Landlord. The Tenant will furnish to the Landlord copies of all policies, or
insurance certificates in lieu thereof, and will provide written notice of the
continuation of such policies not less than ten (10) days prior to their
respective expiry dates. The Tenant will pay the premium for each policy. If the
Tenant fails to purchase

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- 31 -

or to keep in force such insurance the Landlord may effect such
insurance, at the Tenants cost. All policies shall be non-contributing and
shall apply only as primary and not as excess to any other insurance available
to the Landlord; and shall not be invalidated with respect to the interests of
the Landlord and of its mortgagee or mortgagees by reason of any breach or
violation of any warranties, representations, declarations or conditions
contained in the policies.

11.3      Landlord as Insured

The Tenant will cause each of the policies for the insurance
referred to in Article 11.1 to contain an undertaking by the insurer(s) to
notify the Landlord at least thirty (30) days prior to cancellation or to making
any other change material to the Landlords interests. The liability policy will
include the Landlord as an additional insured with a cross-liability clause. The
fire insurance policy will name the Landlord and the mortgagees of the Landlord
as loss payees as their respective interests may appear.

11.4      Subrogation

The Tenant will cause any insurance policy obtained by it
pursuant to this Lease to contain a waiver of subrogation clause in favour of
the Landlord and the Landlords mortgagee or mortgagees and those for whom they
are in law responsible.

11.5      Landlords Insurance

The Landlord shall, at all times throughout the Term carry:

| | (a) | insurance on the Building (excluding the foundations and
      excavations) and the machinery, heating, ventilating and air-conditioning
      systems boilers and equipment contained therein and owned by the Landlord
      (specifically excluding any property with respect to which the Tenant and
      other tenants are obliged to insure pursuant to Article 11.1 or similar
      sections of their respective leases) against damage by fire and extended
      perils coverage in such reasonable amounts and with such reasonable
      deductions as would be carried by a prudent owner of a reasonably similar
      commercial development, having regard to size, age and location;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | public liability and property damage insurance with
      respect to the Landlords operations in the Building in such reasonable
      amounts and with such reasonable deductions as would be carried by a
      prudent owner of a reasonably similar commercial development, having
      regard to size, age and location;                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | rental insurance in respect to the tenants of the
      Building to cover rents and Common Costs for such reasonable lengths of
      time as would be carried by a prudent owner of a reasonably similar
      commercial development having regard to size, age and location;                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | insurance on all boilers, pressure vessels and other
      objects identified in the Standard Comprehensive Coverage form in common
      usage by boiler and machinery insurers, as presently constituted or the
      equivalent replacement thereof,                                                                                                                                                                                                                                                                                                                                                                                                                                             

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| |     | with a limit per accident of not less than Twenty Million
      Dollars ($20,000,000.00); and
| | --- | ---------------------------------------------------------------------------------------------
| |     |                                                                                              
| | (e) | such other form or forms of insurance as the Landlord
      reasonably considers advisable.  

Notwithstanding any contribution by the Tenant to the cost of
insurance premiums provided herein, the Tenant acknowledges and agrees that no
insurable interest is conferred upon the Tenant under this Lease for purposes of
any policies of insurance carried by the Landlord and the Tenant has no right to
receive any proceeds of any such insurance policies carried by the Landlord.

11.6      Lease Guarantee Insurance

In the event that the Landlord wishes to obtain either lease
guarantee insurance insuring, in favour of the Landlord, the payments due to the
Landlord from the Tenant pursuant to the terms of this Lease, or mortgage
insurance insuring the payments due under mortgages charging the Lands, the
Tenant agrees that upon seven (7) days notice it shall deliver to the Landlord
such information and material as the Landlord may reasonably require to make
application for, obtain and maintain such insurance, including true and complete
financial statements. The Tenant further agrees that it will pay to the Landlord
as Additional Rent an amount equal to five percent (5%) of the sum of the Basic
Rent and Additional Rent herein reserved (excluding the Additional Rent payable
pursuant to this Article 11.6) on account of rental or mortgage insurance
whether or not the Landlord places such insurance with a third party or self
insures.

ARTICLE 12DAMAGE OR DESTRUCTION AND EXPROPRIATION

12.1      Destruction of the
Premises

If the Premises are at any time destroyed or damaged (including
smoke damage), as a result of fire or other hazard or casualty against which the
Landlord is insured then and so often as such event occurs the Lease will
continue in full force and effect, except that the Basic Rent and contributions
to Common Costs hereby reserved will abate to the extent of any recovery by the
Landlord under its rental interruption insurance in respect of the Premises. The
Landlord, provided it does not terminate the tenancy pursuant to this Article 12
and to the extent of any recovery by the Landlord under its insurance policies
(other than rental interruption insurance) taken out pursuant to the terms of
this Lease, will commence diligently to reconstruct, rebuild or repair the
Premises except to the extent that the Tenant is obliged to repair hereunder. In
the event of damage or destruction to the leasehold improvements covered by
insurance required to be taken out by the Tenant pursuant to Subsection 11.1(a),
and this Term and tenancy are not cancelled, the Landlord and the Landlords
mortgagee or mortgagees will release the insurance proceeds to the Tenant and
the Tenant will use the proceeds of such insurance for the purpose of repairing
or restoring such leasehold improvements. If the Term and tenancy are cancelled
pursuant to either this Article 12.1 or Article 12.3 then the Landlord and the
Landlords mortgagee or mortgagees will be entitled to the insurance proceeds
relating to the leasehold improvements. Upon the Tenant being notified in
writing by the Landlord that the Landlords

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work of reconstruction or rebuilding or repairs is
substantially completed, the Tenant will complete forthwith all Tenants work
including, without limitation, such work as is required to fully restore the
Premises for business and the Tenant will recommence paying Basic Rent and
contributions to Common Costs within thirty (30) days of receipt of the
Landlords notice that the Landlords work is substantially completed.
Notwithstanding the foregoing, if the Premises are damaged or destroyed as
aforesaid at any time during the last two years of the Term or of any renewal
term contained herein, the Landlord will not be required to reconstruct, rebuild
or repair the Premises following any such damage or destruction unless the
Tenant has exercised at least one of any subsequent options to renew which it
may have in accordance with this Lease. If the Landlord elects not to
reconstruct, rebuild or repair the Premises following any such damage or
destruction, the Landlord will so notify the Tenant within ninety (90) days
following any such damage or destruction of its election and in the case of such
election, the Term and the tenancy hereby created will expire by lapse of time
upon the 30th day after such election is made, and the Tenant, within such
thirty (30) day period, will vacate the Premises and surrender the same to the
Landlord and the Landlord will have the right to re-enter and/or repossess the
Premises discharged of this Lease and to remove all persons and property
therefrom.

12.2      Destruction of Building

If less than fifteen percent (15%) of the area of the Building
is at any time destroyed or damaged (including smoke damage) as a result of
fire, hazard or other casualty against which the Landlord is insured
notwithstanding that the Premises may be unaffected by such occurrence, or, if
more than fifteen percent (15%) of the area of the Building is so damaged or
destroyed but the Landlord does not exercise its option to terminate this Lease
as set out in Article 12.3, then so often as such event occurs, the Lease will
continue in full force and effect, except that the rent hereby reserved will
abate to the extent of any recovery by the Landlord under its rental
interruption insurance in respect of the Premises, and the Landlord will
commence diligently to reconstruct, rebuild or repair the Building following
such destruction or damage, but only to the extent of the Landlords
responsibilities pursuant to the terms of the various leases of premises in the
Building exclusive of any tenants responsibilities set out therein.

12.3      Termination

Notwithstanding the provisions of Article 12.1, if fifteen
percent (15%) or more of the area of the Building is at any time destroyed or
damaged as set out in Article 12.2, then, and so often as such event may occur,
the Landlord, at its option, to be exercised by notice in writing to the Tenant,
given within ninety (90) days next following any such occurrence, may elect to
cancel or terminate this Lease and in the case of such election, the Term and
the tenancy hereby created shall expire by lapse of time upon the 30th day after
such notice is given, and the Tenant, within such thirty (30) day period will
vacate the Premises and surrender the same to the Landlord with the Landlord
having the right to re-enter and/or repossess the Premises discharged of this
Lease and to remove all persons and property therefrom.

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12.4      Repairing

If the Landlord elects to repair, reconstruct or rebuild the
Building or any part or parts thereof, the Landlord may use plans and
specifications and working drawings other than those used in the original
construction of same.

12.5      Architects Certificate

The certificate of the Architect as to the percentage of the
area of the Building damaged or destroyed, the date upon which the Landlords
work or Tenants work of reconstruction and/or repairs is substantially
completed, and the state of completion of any work of either the Landlord or the
Tenant under this Lease will be conclusive and binding on the Landlord and
Tenant. Area in this Article 12 means Rentable Area calculated in accordance
with this Lease.

12.6      Expropriation

Both the Landlord and the Tenant agree to cooperate with each
other in respect of any expropriation of all or any part of the Premises or any
other part of the Building, so that each may receive the maximum award in the
case of any expropriation to which they are respectively entitled at law. If and
to the extent that any portion of the Building other than the Premises is
expropriated, then the full proceeds accruing therefrom or awarded as a result
thereof, shall belong solely to the Landlord and the Tenant will abandon or
assign to the Landlord any rights which the Tenant may have or acquire by
operation of law to such proceeds or award and will promptly execute such
documents as in the opinion of the Landlord are or may be necessary to give
effect to this intention. All compensation and damages awarded by the
expropriating authority with respect to the taking of the Premises or part
thereof including any payment for diminution in value of the remainder of the
Premises will belong to the Landlord and the Tenant will only be entitled to
receive such compensation or damages as it may claim and recover from the
expropriating authority in respect of the loss of occupancy, interruption and
Tenants fixtures.

ARTICLE 13 QUIET ENJOYMENT

13.1      Quiet Enjoyment

If the Tenant duly and punctually pays the Basic Rent and
Additional Rent and complies with its obligations under this Lease, the Tenant
will be entitled to peaceably possess and enjoy the Premises during the Term
without any interruption or disturbance from the Landlord or any person or
persons claiming by, through or under the Landlord.

ARTICLE 14PERFORMANCE OF TENANTS COVENANTS,
DEFAULT AND BANKRUPTCY

14.1      Landlord or its Lender(s)
may Perform Covenants

If the Tenant is in default of any of its obligations under
this Lease, then the Landlord, without limiting any other remedy which it may
have, will have the right to remedy any such default and

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- 35 -

for such purpose may at any time enter upon the Premises. No
entry for such purpose will be deemed to cause a forfeiture or termination of
this Lease or shall be deemed to be a trespass. In order to cure such default,
the Landlord may do such things as are necessary to cure the default and such
things as may be incidental thereto (including, without limitation, the right to
make repairs and to expend moneys). The Tenant will reimburse the Landlord for
the aggregate of all expenses incurred by the Landlord in remedying any such
default. The Landlord will be under no obligation to remedy any default of the
Tenant and will not incur any liability to the Tenant for any action or omission
in the course of its remedying or attempting to remedy any such default unless
such act amounts to intentional misconduct or gross negligence on the part of
the Landlord.

In the event of a default by the Landlord resulting in the
commencement of enforcement proceedings by their mortgage lender(s) against the
Landlord in respect of financing that encumbers the Building and Lands, the
Tenant will, upon receiving written notice of same, attorn to the Lender for the
duration of the Lease upon the same terms and conditions as herein. Within five
(5) business days of the Landlord providing the Tenant with a short form
agreement, in a form reasonably acceptable to the Landlords lender(s) to give
effect to the forgoing section (the Attornment Agreement), the Tenant shall
execute same and return one fully executed copy to the lender as specified in
the Attornment Agreement. The Tenant hereby irrevocably appoints the Landlord as
Attorney for the Tenant with full power to execute and deliver the Attornment
Agreement for and in the name of the Tenant should the Tenant fail to do so
within five (5) business days of receiving same.

14.2      Rights of Termination

If and whenever:

| | (a) | any Basic Rent or Additional Rent is not paid when
      due;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | the Tenant has on more than one occasion in any Rental
      Year not paid any Basic Rent or Additional Rent on the day on which the
      same ought to have been paid;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | there is a breach of any of the Tenants obligations
      hereunder (other than as set out in the other clauses of this Article)
      including without limitation the Rules and Regulations set out in Schedule
      B, which is not cured within five (5) days after delivery of notice by
      the Landlord to the Tenant specifying such breach, provided that if any
      default of the Tenant can only be cured by the performance of work or the
      furnishing of materials and if such work cannot reasonably be completed or
      such materials reasonably obtained and utilized within said five (5) days,
      then such default will not be deemed to continue if the Tenant proceeds
      promptly with such work as may be necessary to cure the default and
      continues diligently to complete such work;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | the Term or any goods and chattels on the Premises are at
      any time seized or taken in execution or attachment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (e) | the Tenant assigns, sublets or parts with possession of
      the Premises without the Landlords consent as required herein;
  or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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| | (f) | the Premises remain vacant or unoccupied without the
      written consent of the Landlord;
| | --- | -------------------------------------------------------------------------------------------

then in any of the said cases (and notwithstanding any prior
waiver of breach of covenant) the Landlord, at its option, may (and without
prejudice to any other right or remedy it may then have or be entitled to)
immediately or at any time thereafter and without notice or any form of legal
process take possession of the Premises or any part thereof in the name of the
whole and expel the Tenant and those claiming through or under it and remove its
or their effects (forcibly if necessary) without being deemed guilty of any
manner of trespass, any statute or law to the contrary notwithstanding.

14.3      Bankruptcy

If and whenever:

| | (a) | a receiver, receiver manager, guardian, trustee in
      bankruptcy or any other similar officer is appointed to take charge of all
      or any substantial part of the property of the Tenant or the Guarantor, if
      any, by a court of competent jurisdiction;                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | a petition is filed for the re-organization of the Tenant
      or the Guarantor, if any, under any provision of the Bankruptcy and
      Insolvency Actor any law of Canada or any province thereof or of the
      jurisdiction in which the Tenant or the Guarantor as the case may be is
      incorporated relating to bankruptcy or insolvency, then in
force;
| |     |                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | the Tenant or the Guarantor, if any, becomes insolvent;
      or                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | if any application or petition or certificate or order is
      made or granted for the winding up or dissolution of the Tenant or the
      Guarantor, if any, voluntarily or otherwise;                                                                                                                                                                           

then in any such case this Lease, at the option of the
Landlord, will thereupon terminate and the Term will immediately become
forfeited and void and the current months Gross Rent and the next ensuing three
(3) months Gross Rent will immediately become due and payable and the Landlord,
without notice or any form of legal process, may re-enter and take possession of
the Premises or any part thereof in the name of the whole and expel the Tenant
and those claiming under it and remove its or their effects (forcibly if
necessary) without being deemed guilty of trespass, any statute or law to the
contrary notwithstanding.

14.4      Waiver with Respect to
Re-Entry

The Tenant hereby waives any present or future requirement that
notice of the Landlords intention to re-enter be served or that the Landlord
commence legal proceedings in order to reenter.

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14.5      Waiver of Benefit of
Legislation and Seizure

The Tenant irrevocably waives and renounces the benefit of any
present or future law taking away or diminishing the Landlords privilege on the
property of the Tenant and right of distress and agrees with the Landlord
notwithstanding any such law, that the Landlord may seize and sell all the
Tenants goods and property, whether within the Premises or not, and apply the
proceeds of such sale upon Basic Rent and Additional Rent and upon the cost of
the seizure and sale in the same manner as might have been done if such law had
not been passed. If the Tenant vacates the Premises leaving any Basic Rent or
Additional Rent unpaid, the Landlord, in addition to any remedy otherwise
provided at law or in equity, may seize and sell the goods and chattels of the
Tenant at any place to which the Tenant or any other person may have removed
them in the same manner as if such goods and chattels had remained on the
Premises. If the Landlord, being entitled so to do, levies distress against the
Tenants goods and chattels, the Landlord may use such force as the Landlord may
deem necessary for the purpose and for gaining admission to the Premises without
the Landlord being liable for any loss or damage caused thereby.

14.6      Re-Entry and Damages

If and whenever the Landlord is entitled to re-enter the
Premises, or does re-enter the Premises, the Landlord may either terminate this
Lease by giving written notice of termination to the Tenant, or by posting
notice of termination in the Premises, and in such event the Tenant will
forthwith vacate and surrender the Premises or alternatively, the Landlord may
from time to time without terminating the Tenants obligations under this Lease,
make alterations and repairs considered by the Landlord necessary to facilitate
a sub-letting, and sub-let the Premises or any part thereof as agent of the
Tenant for such term or terms and at such rental or rentals and upon such other
terms and conditions as the Landlord in its reasonable discretion considers
advisable. Upon each subletting all rent and other moneys received by the
Landlord from the sub-letting will be applied, first to the payment of
indebtedness other than Basic Rent due hereunder from the Tenant to the
Landlord, second to the payment of costs and expenses of the sub-letting
including brokerage fees and solicitors fees and costs of the alterations and
repairs, and third to the payment of Basic Rent due and unpaid hereunder. The
residue, if any, will be held by the Landlord and applied in payment of future
Gross Rent as it becomes due and payable. If the Gross Rent received from the
sub-letting during a month is less than the Gross Rent to be paid during that
month by the Tenant, the Tenant will pay the deficiency to the Landlord. The
deficiency will be calculated and paid monthly. No re-entry by the Landlord will
be construed as an election on its part to terminate this Lease unless a written
notice of that intention is given to the Tenant. Despite a sub-letting without
termination, the Landlord may elect at any time to terminate this Lease for a
previous breach. If the Landlord terminates this Lease for any breach and elects
to claim damages for such breach, the Tenant will pay to the Landlord on demand
therefor:

| | (a) | Gross Rent up to the time of re-entry or
    termination;                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                
| | (b) | all additional charges and Additional Rent payable by the
      Tenant pursuant to the provisions hereof up until the date of re-entry or
      termination whichever is later;

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-38 -

| | (c) | such expenses as the Landlord may incur or has incurred
      in connection with re- entering or terminating or re-letting, or
      collecting sums due or payable by the Tenant or realizing upon assets
      seized including brokerage expense, legal fees and disbursements
      determined on a solicitor and own client basis, or the expense of keeping
      the Premises in good order and repairing or maintaining the same or
      preparing the Premises for re-letting; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | as liquidated damages for the loss of Gross Rent and
      other income of the Landlord expected to be derived from this Lease during
      the period which would have constituted the unexpired portion of the Term
      had it not been terminated, the amount, if any, by which the rental value
      of the Premises for such period established by reference to the terms and
      provisions of this Lease, exceeds the rental value of the Premises for
      such period established by reference to the terms and provisions upon
      which the Landlord re-lets them, if such re-letting is accomplished within
      a reasonable time after termination of this Lease, and otherwise with
      reference to all market and other relevant circumstances. Rental value is
      to be computed in each case by reducing to present worth at an assumed
      interest rate of ten percent (10%) per annum all rent and other amounts to
      become payable for such period and where the ascertainment of amounts to
      become payable requires it, the Landlord may make estimates and
      assumptions which will govern unless shown to be unreasonable or
      erroneous.

14.7      Remedies of Landlord are
Cumulative

The remedies of the Landlord in this Lease are cumulative and
are in addition to any remedies of the Landlord at law or in equity. No remedy
will be deemed to be exclusive and the Landlord may from time to time have
recourse to one or more of all the available remedies specified herein or at law
or in equity.

14.8      Legal Fees

If the Landlord retains a lawyer or other person reasonably
necessary for the purpose of assisting the Landlord in enforcing any of its
rights under this Lease in the event of default by the Tenant, the Landlord will
be entitled to collect from the Tenant as Additional Rent the costs of all such
services on a solicitor and own client basis.

ARTICLE 15 IMPOSSIBILITY OF PERFORMANCE

15.1      Non-Performance by
Landlord

Whenever the Landlord is unable to fulfil any obligation
hereunder in respect of the provision of any service, utility, work or repair by
reason of being unable to obtain the materials, goods, equipment, service,
utility or labour required to enable it to fulfil such obligation or by reason
of any law or regulation or by reason of any other cause beyond its reasonable
control, the Landlord will be entitled to extend the time for fulfilment of such
obligation by a time equal to the duration of the delay or restriction. The
Tenant will not be entitled to any compensation for any inconvenience, nuisance
or discomfort thereby occasioned or to cancel this Lease, and no such

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- 39 -

interruption will be deemed to be a disturbance of the Tenants
enjoyment of the Premises. The Landlord, in the event of such interruption, will
proceed to overcome same with all reasonable diligence.

ARTICLE 16 REGULATIONS

16.1      Regulations

The Tenant and its licensees and invitees will be bound by all
such reasonable regulations as the Landlord may from time to time make of which
written notice is given to the Tenant including those set out in Schedule B.
All such regulations will be deemed to be incorporated into and form part of
this Lease. Nothing in this Lease will be construed so as to oblige the Landlord
to enforce such regulations against other tenants in the Building and the
Landlord will not be liable to the Tenant for violation of the regulations by
such tenants or their invitees or licensees.

ARTICLE 17 OVERHOLDING

17.1      Overholding

If the Tenant remains in possession of the Premises after the
expiration of the Term and without the execution and delivery of a new lease or
without the express consent in writing of the Landlord, the Landlord may
re-enter and take possession of the Premises and remove the Tenant therefrom and
the Landlord may use such force as it may deem necessary for that purpose
without being liable in respect thereof or for any loss or damage occasioned
thereby. While the Tenant remains in possession of the Premises after the
expiration of the Term, the tenancy, in the absence of written agreement, will
be from month to month only at a rent per month equal to two times the Gross
Rent payable in respect of the month immediately preceding expiration of the
Term, payable in advance on the 1st day of each month, and the Tenant will be
subject to all terms of this Lease, except that the tenancy will be from month
to month only and a tenancy from year to year will not be created by implication
of law or otherwise.

ARTICLE 18 INSPECTION

18.1      Inspection

The Landlord or its representatives may exhibit the Premises at
reasonable times to prospective tenants during the last nine (9) months of the
Term and may also exhibit the Premises at reasonable times throughout the Term
for the purposes of the Landlords own financing and for prospective purchasers.

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- 40 -

ARTICLE 19 RELOCATION

19.1      Relocation

On not more than two occasions during the Term, the Tenant
agrees to relocate to other premises having similar or better characteristics
(including view) to that of the Premises in the event that the Landlord for any
reason requests the Tenant to do so. The Tenant shall vacate the Premises and
move to the substitute premises within thirty (30) days written notice that the
Landlord has completed construction of tenant improvements in the substitute
premises (at its own expense) having characteristics consistent with tenant
improvements in the Premises at the time of relocation. The substitute premises
shall be satisfactory to the Tenant, acting reasonably. Landlord shall pay all
costs of moving including connecting utilities and services, reprinting
stationery, change of mailing address notices, and associated mailing costs.

ARTICLE 20 OBLIGATIONS OF GUARANTOR

[section intentionally deleted]

ARTICLE 21 OPTION TO RENEW

21.1      Option to Renew

The Landlord covenants and agrees with the Tenant that if the
Tenant duly and punctually observes and performs the covenants, agreements and
provisos in this Lease on the part of the Tenant to be observed and performed,
the Landlord will at the expiration of the Term upon the Tenants written
request delivered to the Landlord not later than six (6) months and not earlier
than eight (8) months prior to the expiration of the Term, grant to the Tenant
one renewal lease of the Premises for a term of five (5)years upon all the
terms, covenants, agreements and provisos contained in this Lease except:

| | (a) | the Basic Rent, which Basic Rent shall be the annual
      rental which could reasonably be obtained by the Landlord for such space
      from a willing tenant dealing at arms length with the Landlord, having
      regard to all relevant circumstances, including the size and location of
      the space, the facilities afforded, the terms of such Lease (including its
      provisions for Additional Rent), the condition of the Premises and any
      leases recently made by the Landlord of comparable premises in the
      Building to those with whom the Landlord is dealing at arms length. If
      the Landlord and the Tenant have not mutually agreed on the amount of such
      Basic Rent ninety (90) days prior to the renewal term such Basic Rent
      shall be decided by binding arbitration pursuant to Article 21.2 provided
      that the annual Basic Rent payable during the renewal term shall not be
      less than the annual Basic Rent payable during the last year of the
      Term;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | this right of renewal; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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| | (c) | any tenant inducements (including, but being limited to,
      any improvement allowances, free rent months or fixturing
  periods).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------

Until the Basic Rent has been determined as provided herein,
the Tenant shall pay the monthly rent requested by the Landlord and upon such
determination the Landlord and the Tenant shall make the appropriate
re-adjustments.

21.2      Arbitration Procedure

If under the provisions of Article 21.1 hereof the Landlord and
the Tenant have failed to agree as to the Basic Rent payable for the Premises
with respect to the renewal term by the date specified in Article 21.1, the
determination of such Basic Rent shall be referred to a single arbitrator
appointed under the Commercial Arbitration Actof British Columbia (as
such legislation may be amended from time to time), whose decision shall be
final and binding upon the Landlord and the Tenant. The cost of such arbitration
shall be borne by the Landlord and the Tenant equally.

ARTICLE 22 MISCELLANEOUS

22.1      Waiver

No waiver of any default will be binding unless acknowledged in
writing by the Landlord.

22.2      Condoning

Any condoning, excusing or overlooking by the Landlord of any
default by the Tenant will not operate as a waiver of the Landlords rights
hereunder in respect of any subsequent default.

22.3      Subordination

This Lease is subject to and subordinate to all mortgages,
trust deeds or trust indentures which may now or at any time hereafter affect in
whole or in part the Premises, the Building or the Lands and whether or not any
such mortgage, trust deed or trust indenture shall affect only the Premises, the
Building or the Lands or shall be a blanket mortgage, trust deed or trust
indenture affecting other premises as well. This Lease shall also be subject and
subordinate to all renewals, modifications, consolidations, replacements and
extensions of any such mortgage, trust deed or trust indenture. In confirmation
of such subordination and agreement to attorn, the Tenant shall execute promptly
upon request by the Landlord any certificate, instruments, postponement or
attornment or other instruments which may from time to time be requested to give
effect hereto; the Tenant hereby irrevocably appoints the Landlord as the
Attorney for the Tenant with full power and authority to execute and deliver
such instruments for and in the name of the Tenant.

22.4      Estoppel Certificates

At any time or times after a written request by the Landlord
the Tenant will promptly execute, acknowledge and deliver to the Landlord or
such prospective assignee or mortgagee as the Landlord designates, a certificate
stating:

---

- 42 -

| | (a) | that this Lease is unmodified and in force and effect in
      accordance with its terms (or if there have been modifications, that this
      Leases is in force and effect as modified, and identifying the
      modification agreements, or if this Lease is not in force and effect, that
      it is not),                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                         
| |     | the date to which rental has been paid under this
      Lease,                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                         
| |     | whether or not there is an existing default by the Tenant
      in the payment or rent or any other sum of money under this Lease, and
      whether or not there is any other existing default by either party under
      this Lease with respect to which a notice of default has been served, and
      if there is such a default specifying its nature and extent,
| |     |                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | whether or not there are any set-offs, defences or
      counterclaims against the enforcement of the obligations to be performed
      by the Tenant under this Lease, and                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | such other matters pertaining to the Lease as may be
      requested by the Landlord.                                                                                                                                                                                                                                                                                   

The Tenant hereby irrevocably appoints the Landlord as Attorney
for the Tenant with full power and authority to execute and deliver the Estoppel
Certificate for and in the name of the Tenant.

22.5      Severability

If any provision of this Lease is found to be illegal or
invalid or unenforceable at law it will be deemed to be severed from this Lease
and the remaining provisions will continue to have full force and effect.

22.6      Headings

All headings in this Lease are inserted for convenience of
reference only and will not affect the construction and interpretation of this
Lease.

22.7      Representations and
Entire Agreement

The Tenant acknowledges and agrees that the Landlord has made
no representations, covenants, warranties, guarantees, promises or agreements
(verbal or otherwise) with the Tenant other than those contained in this Lease;
that no agreement collateral hereto will be binding upon the Landlord unless
made in writing and signed by the Landlord; and that this Lease constitutes the
entire agreement between the Landlord and Tenant.

22.8      Notices

Any notice, request or demand herein provided or permitted to
be given will be sufficiently given if personally served or mailed by prepaid
registered post as follows:

---

- 43 -

| |     | to the Landlord:                                                                          
| | --- | ------------------------------------------------------------------------------------------
| |     |                                                                                           
| | (a) | LANDING HOLDINGS LIMITED and LANDING PROPERTIES
      LIMITED c/o Erinmore Management Ltd.
| |     | Suite 400, 375 Water Street Vancouver, BC                                                 
| |     | V6B 5C6                                                                                   
| |     |                                                                                           
| |     | Attention: Jason McLean                                                                   
| |     |                                                                                           
| | (b) | to the Tenant:                                                                            
| |     |                                                                                           
| |     | DOMAIN HOLDINGS INC. Suite 635/645, The Landing
      375 Water Street Vancouver, BC      
| |     | V6B 5C6                                                                                   

Any notice mailed as aforesaid will be presumed, for the
purposes of this Lease, to have been given two (2) business days following the
day on which such notice is mailed. Any party may at any time give written
notice to the others of any change of address and after the giving of such
notice the address therein specified will be deemed to be the address of such
party for the purpose of giving notices hereunder. If the postal service is
interrupted or is substantially delayed, any notice, demand, request or other
instrument shall only be delivered in person.

22.9      Time of Essence

Time will be of the essence of this Lease.

22.10      Signing of Lease

The Landlord will not be deemed to have made an offer to the
Tenant by furnishing to the Tenant a copy of this Lease with particulars
inserted.

22.11      Governing Law

This Lease will be construed and governed by the laws of
British Columbia.

22.12      Gender

Words in the singular will include the plural and words in the
plural will include the singular and words in the masculine gender will include
feminine and neuter genders and vice versa where the context so requires.

---

-44 -

22.13      No Registration

Neither the Tenant nor anyone on the Tenants behalf or
claiming under the Tenant shall register this Lease or any assignment or
sublease of this Lease or any document evidencing any interest of the Tenant in
the Lease or the Premises, against the Lands or any part thereof and the
Landlord shall not be obligated to deliver this Lease in registrable form. If
requested by the Landlord, the Tenant shall at its expense register this Lease
in the New Westminster/Vancouver Land Title Office.

22.14      Partial Invalidity

If for any reason whatsoever any term, covenant or condition of
this Lease (other than the covenants to pay Basic Rent) or the application
thereof to any person or circumstances, is to any extent held or rendered
invalid, unenforceable or illegal, then such term, covenant or condition:

| | (a) | is deemed to be independent of the remainder of the Lease
      and to be severable and divisible therefrom, and its invalidity,
      unenforceability or illegality does not affect, impair or invalidate the
      remainder of the Lease or any part thereof;
and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | continues to be applicable to and enforceable to the
      fullest extent permitted by law against any person and circumstances other
      than those as to which it has been held or rendered invalid, unenforceable
      or illegal.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Neither party is obliged to enforce any term, covenant or
condition of this Lease against any person, if, or to the extent that by so
doing, such party is caused to be in breach of any laws, rules, regulations or
enactments from time to time in force.

22.15      Enuring Effect

This Lease and everything herein contained will enure to the
benefit of and be binding upon the parties hereto and each of their respective
heirs, executors, administrators, successors and permitted assigns.

22.16      Deposit

The parties confirm that the Landlord has received a deposit of
$35,447.38 (the Deposit) from the Tenant that shall be held, without interest,
and allocated to any one or more of the following:

| | (a) | on account of the payment of the first and last months
      Minimum Rent; and
| | --- | -------------------------------------------------------------------------------
| |     |                                                                                
| | (b) | damage to the Premises caused by the
  Tenant;                                 

at the Landlords exclusive option.

---

-45 -

22.17      Landlords Work

The Landlord hereby agrees to perform the following work (the
Landlords Work) at its own cost:

| | (a) | replace all burnt out lighting fixtures and
    ballasts;                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                      
| | (b) | ensure that the Building HVAC system, sprinklers and
      electrical outlets are in good working condition in their current
      configuration; and
| |     |                                                                                                                                                      
| | (c) | ensure blinds on all the perimeter windows are fully
      operable.                                                                                 

22.18 Confidentiality

The Tenant will keep all information about the Leased Premises,
the Offer to Lease, and the Lease, other than the fact that the Tenant is a
tenant of the Landlord and that it has leased the Leased Premises for the Term,
strictly confidential and will use its best efforts to ensure that its
respective agents, representatives, officers, directors, employees and
successors maintain such confidentiality. The Tenant shall not disclose any
information about the Offer to Lease and Lease to anyone other than those
directors, officers or employees of the Tenant and its legal counsel, that
require the information for the purpose of carrying out the terms of this Lease.

IN WITNESS WHEREOF the parties hereto have executed this Lease
as of the day and year first above written.

LANDLORD:

LANDING HOLDINGS LIMITED and LANDING PROPERTIES LIMITEDby their Agent and Building Manager, ERINMORE MANAGEMENT LTD.by its authorized signatory:

_________________________________________



TENANT:

DOMAIN HOLDINGS INC.by its authorized
signatory:

*/s/ Geoffrey
Hampson*_________________________________________

---

SCHEDULE A

SKETCH PLAN

---

SCHEDULE B

RULES AND REGULATIONS

|1. | The Tenant shall provide the Landlord with the signatures
      of all persons entitled to enter the Premises outside of normal business
      hours designated by the Landlord and the Landlord shall be entitled to
      refuse admission to any person who cannot be identified as being entitled
      to enter the Premises by signature or otherwise.                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | The sidewalks, hall, entry, passages, elevators,
      corridors and stairways shall not be obstructed by Tenants or occupants of
      the Building, or used by them for any other purpose than for ingress to
      and egress from their respective offices nor shall they sweep any dust,
      rubbish or other substance therein from the Premises. Nothing shall be
      thrown by the Tenants, its agents, clerks, servants or employees, out of
      the windows or doors or down the passages or skylights of the
    Building.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Sign lettering on the directory board will be made or
      painted for the Tenant by the Landlord, the cost of painting being charged
      to the Tenant in the months bill next rendered, and shall be recoverable
      as rent. All such signs shall be subject to the approval of the
      Landlord.                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | The Landlord shall in all cases retain the power to
      prescribe the weight and proper position of iron and steel safes, and all
      damage done to the Building by taking in or putting out a safe, or during
      the time it is in or on the Premises, shall be made good and paid by the
      Tenant by whom or by whose agents, clerks, servants or employees the same
      was or may be caused.                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | In order that the Premises may be kept in a good state of
      preservation and cleanliness, each Tenant shall, during the continuance of
      this lease, permit the janitor or caretaker to take charge of and clean
      the Premises. The Tenant shall not employ any person other than the
      janitor or caretaker of the Landlord for the purpose of cleaning or taking
      charge of the Premises.                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6. | Tenant, its agents, clerks, servants or employees shall
      not make, commit or permit any improper noises in the Building or
      interfere in any way with other Tenants or those having business with
      it.                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | No animals shall be allowed or kept in or about the
      Premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. | If the Tenant desires telegraphic or telephonic
      connections the Landlord will direct the electricians as to where and how
      the wires are to be introduced, and without such directions no boring or
      cutting for wires will be permitted. No gas pipe or electric wire will be
      permitted which has not been ordered or authorized in writing by the
      Landlord.                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9. | It shall be the duty of the Tenant to assist and
      co-operate with the Landlord in preventing injury to the
  Premises.                                                                                                                                                                                                                                                                                                                                                                                                                

---

- 2 -

|10. | Any alterations, additions or changes made in the
      partitions or divisions of the rooms during the currency of this lease
      shall, if made at the request of the Tenant, be at the expense of the
      Tenant, but the same shall be subject to the approval and direction of the
      Landlord.                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11. | The Tenant shall not use or keep in the Building any
      gasoline, coal oil, camphene, burning fluid or any illuminating material,
      provided that this restriction shall not prohibit the use or storage in
      the Premises by the Tenant of cleaning fluids used in the conduct of the
      Tenants business.                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12. | No one shall use the Premises for sleeping
    quarters.                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13. | Tenant shall not allow any windows in the Premises to be
      left open, so as to admit rain or snow.                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14. | Furniture and effects, including goods and supplies,
      etc., shall not be taken into or removed from the Premises except at such
      times and in such manner as may be previously consented to and approved by
      the Landlord.                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|15. | The Tenant or other persons shall not encumber the fire
      escapes, window sills, door caps, balconies, railings or any other part of
      the Building or the Premises with goods, packages, flower pots or any
      other articles.                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|16. | No bicycles or other vehicles shall be brought within the
      Building.                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|17. | No heavy furniture shall be moved over floors of offices,
      halls, landings or stairs so as to mark them.                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|18. | No locks shall be placed on any doors within the Building
      without the written consent of the Landlord.                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|19. | The Landlord shall have the right to make such other and
      further reasonable Rules and Regulations as in the judgment of its offices
      may from time to time be needful for the safety, care and cleanliness of
      the Building, and for the preservation of good order therein and the same
      shall be kept and observed by the Tenants, its agents, clerks, servants or
      employees.                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|20. | The Tenant, except with the consent of the Landlord,
      shall not install any blinds, drapes, curtains or other window coverings
      in the Building and shall not remove, add to or change the blinds,
      curtains, drapes or other window covering installed by the Landlord from
      time to time. The Tenant shall cooperate with the Landlord in keeping
      window coverings open or closed at various times as the Landlord may from
      time to time direct.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|21. | Any hand trucks, carryalls, or similar appliances used in
      the Building shall be equipped with rubber tires, side guards and such
      other safeguards as Landlord shall require.                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|22. | The sashes, sash doors, skylights, windows and doors that
      reflect or admit light and air into the halls, passageways or other public
      places in the building shall not be covered or                                                                                                                                                                                                                                                                                   

---

- 3 -

obstructed by any Tenant, nor shall any
bottles, parcels, or other articles be placed on the window sills.

|23. | Canvassing, soliciting and peddling in the Building are
      prohibited and the Tenant shall cooperate to prevent the
  same.
|--- | ------------------------------------------------------------------------------------------------------------------------------

|24. | Except for the installation of a vending machine
      dispensing drinks for occupants of the Premises (which installation is
      hereby authorized by the Landlord), the Tenant shall not install or permit
      the installation of use of any machine dispensing goods for sale in the
      Premises or the Building without the approval of the Landlord or in
      contravention of any regulations fixed or to be fixed by the
    Landlord.                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|25. | The Tenant agrees to the foregoing Rules and Regulations,
      which are hereby made a part of this Lease, and each of them, and agrees
      that for such persistent infraction of them, or any of them, as may in the
      opinion of the Landlord to annoy or disturb the enjoyment of any other
      Tenant, or for gross misconduct upon the part of the Tenant, or any one
      under it, the Landlord may declare a forfeiture and cancellation of the
      accompanying lease and may demand possession of the Premises upon one (1)
      weeks notice.

---

SCHEDULE C[FOR OFFICE TENANTS]

[insurance company letterhead]

|Certificate to: | Landing Holdings Limited and Landing Properties Limited
      (each as to an undivided one-half interest) c/o Erinmore Management Ltd.,
      Suite 400  375 Water Street, Vancouver, BC V6B 5C6
|--------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This is to Certify that insurance as described has been
arranged on behalf of the Insured named herein and that such insurance, at date
hereof, is in full force and effect, subject to all terms, exclusions and
conditions of such policies shown below. This certificate is issued as a matter
of information only and confers no rights upon the certificate holder. This
certificate does not amend, extend or alter the coverage afforded by the
policies below.

INSURED

|Name            | [legal name of Tenant as per
      Lease]
      _________________________________________________________________________
|--------------- | -------------------------------------------------------------------------------------------------------------------------
|Mailing Address | [mailing address of Tenant as per Lease]                                                                                 
|Lease Location  | [Suite number]  The Landing, 375 Water Street, Vancouver,
      BC V6B 5C6                                              

COVERAGES
    INSURERS
    EFFECTIVE DATE
    EXPIRY DATE1.
    Property including all Furniture, Fixtures,
      Tenants Improvements, Business Interruption: Perils Insured: All
      Risks  Yes
      Flood                                     
      Yes
      Earthquake                            
      Yes Sewer
      Back-up                      
      Yes Basis of Loss Settlement: Deductible: Limit:
    [required] [required] [required]
      [required]2.
    Commercial General Liability Including Blanket
      Contractual, Cross Liability and Severability of Interest Clause,
      Bodily Injury, Personal Injury, Occurrence Property Damage
      Limit:         
      $5,000,000 per occurrence Deductible:
    [required]3.
    Tenants Legal Liability Limit:
      Deductible:
    [required]4.
    Boiler and Machinery covering Tenants
      installed or operated equipment Limit: Deductible:
    [required]5.
    Other
    [optional]


Policies must contain waiver of subrogation in favour of
Landing Holdings Limited and Landing Properties Limited.

Landing Holdings Limited, Landing Properties Limited and Erinmore
  Management Ltd. doing business as The Landing Services are added as Additional
  Insureds to the Commercial General Liability but only with respect to liability
  arising out of operations of the Named Insured.

Landing Holdings Limited, Landing Properties Limited and Computershare
  Trust Company of Canada are added as Loss Payees as their interests may appear.

Thirty (30) Days Written Notice of Cancellation or Material
Change must be given to Landing Holdings Limited and Landing Properties Limited
(each as to an undivided one-half interest). c/o Maria Pellizzari, Suite 400,
The Landing, 375 Water Street, Vancouver, BC V6B 5C6.



|Date |  | Authorized Representative of the Insurer
|---- |  | ----------------------------------------

---

LEASE

Between

LANDING HOLDINGS LIMITED and LANDING PROPERTIES LIMITED
(each as to an undivided one-half interest)

And

DOMAIN HOLDINGS INC.

July 16, 2007

---

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS
      11.1
      Definitions
      1ARTICLE 2 DEMISE AND TERM
      82.1
      Demise
      82.2
      Term
      82.3
      Delay in delivery of Premises
      82.4
      Use of Additional Areas
      9ARTICLE 3 RENT, TAXES AND OTHER CHARGES
      93.1
      Basic Rent
      93.2
      Additional Rent for Common Costs
      93.3
      Reporting on Tenants Proportionate Share of Common
        Costs
      103.4
      Additional Rent
      103.5
      Interest on Amounts in Arrears
      103.6
      Tenants Taxes and Other Charges
      103.7
      Payment of Other Taxes
      113.8
      Landlord as Supplier
      123.9
      Net Lease
      123.10
      Irregular Periods
      123.11
      Dispute as to Costs
      133.12
      Landlords Taxes
      133.13
      Parking
      133.14
      Pre-authorized Payment Plan
      143.15
      Covenant to Pay Rent
      14ARTICLE 4 QUALITY, USE AND OCCUPANCY OF THE PREMISES AND
        PROVISION OF LANDLORDS SERVICES
      144.1
      Examination of Premises
      144.2
      Adjustment when Areas are Measured and Changed
      144.3
      Possession and Use of Premises
      144.4
      No Nuisance, Overloading or Waste
      154.5
      No Hazardous Substances
      154.6
      Signs
      164.7
      Deliveries, Loading and Shipping
      164.8
      Windows
      164.9
      Condition of Premises
      174.10
      Not to Affect Landlords Insurance
      174.11
      Preventing Cancellation
      174.12
      Landlords Services
      174.13
      Cleaning
      174.14
      Electrical Current and Lighting Fixtures
      184.15
      Air-Conditioning and Heating
      184.16
      Use of Electric Current
      19


---

- 2 -

|                                                                          | 4.17 | Floor Covering                                             | 19
|------------------------------------------------------------------------- | ---- | ---------------------------------------------------------- | --
|                                                                          | 4.18 | Elevators                                                  | 19
|                                                                          | 4.19 | Washrooms                                                  | 19
|                                                                          | 4.20 | Janitor Services                                           | 19
|                                                                          |      |                                                            |   
|ARTICLE 5 ASSIGNMENT, SUB-LETTING, SALE                                   | 20  
|                                                                          | 5.1  | Consent Required                                           | 20
|                                                                          | 5.2  | Landlords Option                                          | 20
|                                                                          | 5.3  | No Advertising of the Premises                             | 21
|                                                                          | 5.4  | Landlords Conveyance                                      | 21
|                                                                          |      |                                                            |   
|ARTICLE 6 COMPLIANCE WITH LAWS, BUILDERS LIENS, SECURITY
      INTERESTS | 21  
|                                                                          | 6.1  | Compliance with Laws                                       | 21
|                                                                          | 6.2  | Builders Liens                                            | 22
|                                                                          | 6.3  | No Security Interests                                      | 22
|                                                                          |      |                                                            |   
|ARTICLE 7 REPAIRS, MAINTENANCE AND ALTERATIONS                            | 23  
|                                                                          | 7.1  | Agreement for Construction                                 | 23
|                                                                          | 7.2  | Repair and Maintenance                                     | 23
|                                                                          | 7.3  | Inspection and Emergencies                                 | 23
|                                                                          | 7.4  | Landlords Approval of the Tenants Repairs and
      Work | 24
|                                                                          | 7.5  | Maintenance by the Landlord                                | 25
|                                                                          | 7.6  | Repair where the Tenant is at Fault                        | 25
|                                                                          | 7.7  | Payment for Work                                           | 26
|                                                                          | 7.8  | Notice by the Tenant                                       | 26
|                                                                          | 7.9  | Tenant Improvement Allowance                               | 26
|                                                                          |      |                                                            |   
|ARTICLE 8 COMMON AREAS AND ALTERATIONS TO BUILDING                        | 27  
|                                                                          | 8.1  | Storage                                                    | 27
|                                                                          | 8.2  | Use of Common Areas                                        | 27
|                                                                          | 8.3  | Reservation to Landlord                                    | 27
|                                                                          | 8.4  | Alterations to the Building                                | 27
|                                                                          |      |                                                            |   
|ARTICLE 9 SURRENDER OF PREMISES AND REMOVAL OF FIXTURES                   | 28  
|                                                                          | 9.1  | Surrender                                                  | 28
|                                                                          | 9.2  | Document of Surrender                                      | 28
|                                                                          | 9.3  | Condition of Premises                                      | 28
|                                                                          | 9.4  | Removal of Fixtures                                        | 28
|                                                                          |      |                                                            |   
|ARTICLE 10 LIABILITY AND INDEMNIFICATION                                  | 29  
|                                                                          | 10.1 | Non-Liability of Landlord                                  | 29
|                                                                          | 10.2 | Indemnification                                            | 29
|                                                                          | 10.3 | Survival of Indemnification                                | 30
|                                                                          |      |                                                            |   
|ARTICLE 11 INSURANCE                                                      | 30  
|                                                                          | 11.1 | Tenants Insurance                                         | 30
|                                                                          | 11.2 | Policies                                                   | 30

---

- 3 -

|                                                                           | 11.3 | Landlord as Insured                             | 31
|-------------------------------------------------------------------------- | ---- | ----------------------------------------------- | --
|                                                                           | 11.4 | Subrogation                                     | 31
|                                                                           | 11.5 | Landlords Insurance                            | 31
|                                                                           | 11.6 | Lease Guarantee Insurance                       | 32
|                                                                           |      |                                                 |   
|ARTICLE 12 DAMAGE OR DESTRUCTION AND EXPROPRIATION                         | 32  
|                                                                           | 12.1 | Destruction of the Premises                     | 32
|                                                                           | 12.2 | Destruction of Building                         | 33
|                                                                           | 12.3 | Termination                                     | 33
|                                                                           | 12.4 | Repairing                                       | 34
|                                                                           | 12.5 | Architects Certificate                         | 34
|                                                                           | 12.6 | Expropriation                                   | 34
|                                                                           |      |                                                 |   
|ARTICLE 13 QUIET ENJOYMENT                                                 | 34  
|                                                                           | 13.1 | Quiet Enjoyment                                 | 34
|                                                                           |      |                                                 |   
|ARTICLE 14 PERFORMANCE OF TENANTS COVENANTS, DEFAULT
      AND BANKRUPTCY | 34  
|                                                                           | 14.1 | Landlord or its Lender(s) may Perform Covenants | 34
|                                                                           | 14.2 | Rights of Termination                           | 35
|                                                                           | 14.3 | Bankruptcy                                      | 36
|                                                                           | 14.4 | Waiver with Respect to Re-Entry                 | 36
|                                                                           | 14.5 | Waiver of Benefit of Legislation and Seizure    | 37
|                                                                           | 14.6 | Re-Entry and Damages                            | 37
|                                                                           | 14.7 | Remedies of Landlord are Cumulative             | 38
|                                                                           | 14.8 | Legal Fees                                      | 38
|                                                                           |      |                                                 |   
|ARTICLE 15 IMPOSSIBILITY OF PERFORMANCE                                    | 38  
|                                                                           | 15.1 | Non-Performance by Landlord                     | 38
|                                                                           |      |                                                 |   
|ARTICLE 16 REGULATIONS                                                     | 39  
|                                                                           | 16.1 | Regulations                                     | 39
|                                                                           |      |                                                 |   
|ARTICLE 17 OVERHOLDING                                                     | 39  
|                                                                           | 17.1 | Overholding                                     | 39
|                                                                           |      |                                                 |   
|ARTICLE 18 INSPECTION                                                      | 39  
|                                                                           | 18.1 | Inspection                                      | 39
|                                                                           |      |                                                 |   
|ARTICLE 19 RELOCATION                                                      | 40  
|                                                                           | 19.1 | Relocation                                      | 40
|                                                                           |      |                                                 |   
|ARTICLE 20 OBLIGATIONS OF GUARANTOR                                        | 40  
|                                                                           |      |                                                 |   
|ARTICLE 21 OPTION TO RENEW                                                 | 40  
|                                                                           | 21.1 | Option to Renew                                 | 40
|                                                                           | 21.2 | Arbitration Procedure                           | 41

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- 4 -

|ARTICLE 22 MISCELLANEOUS | 41   
|------------------------ | -----
|                         | 22.1 
|                         | 22.2 
|                         | 22.3 
|                         | 22.4 
|                         | 22.5 
|                         | 22.6 
|                         | 22.7 
|                         | 22.8 
|                         | 22.9 
|                         | 22.10
|                         | 22.11
|                         | 22.12
|                         | 22.13
|                         | 22.14
|                         | 22.15
|                         | 22.16
|                         | 22.17
|                         | 22.18

SCHEDULE
      ASCHEDULE
      BSCHEDULE
      C


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