EXHIBIT  4(b).4

                           EXPENSES SHARING AGREEMENT


                                     BETWEEN

DEALCHECK.COM  INC.
(An Ontario incorporated public corporation, known as "Dealcheck")

AND

FIRST  EMPIRE  ENTERTAINMENT.COM  INC.
(An Ontario incorporated Public Corporation, known as "First Empire")

DATED          1st     of     APRIL               2000

WHEREAS  Dealcheck  has  leased  for  a  period  for  five years to May 31, 2005
premises measuring approx. 4,200 sq ft. at 65 Queen Street West, Toronto, ON M5H
2M5  (Suites  1902, 1905 and 1915) and Dealcheck also accounts for the telephone
costs  including  those  of  Internet  access  and Local and long distance calls
incurred  at  these  premises.

WHEREAS  First  Empire  proposes to occupy a part of the said premises effective
April  1,  2000 and has agreed to reimburse Dealcheck for the costs of the lease
and  telephone expenses relating to the premises to be occupied by First Empire.

NOW  THEREFORE  THIS  AGREEMENT WITNESSES that, in consideration of the premises
and  the  mutual  covenants  hereinafter  contained  and other good and valuable
considerations,  the  receipt and sufficiency of which is hereby acknowledged by
each  party,  the  parties  hereto  agree  as  follows:


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                          REIMBURSEMENT OF LEASE COSTS


First Empire shall reimburse Dealcheck 8% of the actual monthly lease payable by
Dealcheck  to  the  landlord. The amount to be calculated based on this formulae
shall  be charged to First Empire on a quarterly basis. Any additional payments,
of  whatever  nature, that Dealcheck may from time to time be required to pay to
the  landlord,  shall  also be charged to First Empire using the above formulae.
Goods  and  Services  Tax  shall  be  added  to  the  charge.


                        REIMBURSEMENT OF TELEPHONE COSTS


First Empire shall reimburse Dealcheck 60% of the monthly telephone costs, which
shall  include  Internet,  local and long distance call charges and mobile phone
charges.  The  monthly  cost will be based on the average of the preceding three
months'  actual costs and shall be charged to First Empire on a quarterly basis.
Gods  and  Services  Tax  will  be  added  to  the  charge.

                             TERMS OF THE AGREEMENT


The  agreement  is  valid  for  a  period of five years from the date of signing
thereof and may be further extended for a term to be mutually agreed between the
parties  a  month  before  the  expiry  date.

The  agreement  may  be  terminated by either party by giving two months notice.

The  formulae  for  calculating  the  amounts to be reimbursed in respect of the
lease  costs  and  telephone  costs are valid for one year from the date of this
agreement  and  may  be  subject  to  change from time to time thereafter as per
mutual  agreement  between  the  concerned  parties.

                                  MISCELLANEOUS


ENTIRE  AGREEMENT:  This  Agreement  supercedes  any prior Agreement between the
parties  whether  written or oral and any such prior agreements are cancelled as
at the Commencement Date.  This agreement may not be altered or modified, except
in  writing,  signed  by  both  parties.

WAIVER:  Any  waiver  by  either  party  of  a  breach  of any provision of this
Agreement  shall  not  operate  as  or  be construed to be a waiver of any other
breach  of  that  provision  or  of  any  breach  of any other provision of this


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Agreement.  The  failure  of a party to insist upon strict adherence to any term
of  this  Agreement  on one or more occasions will not be considered a waiver or
deprive that party of the right thereafter to insist upon adherence to that term
or  any  other  term  of  this  Agreement.

RELATIONSHIP  OF  THE  PARTIES:  Nothing  in  this  Agreement  shall  create any
partnership or joint venture between the parties hereto, it being understood and
agreed  that  the  parties  are  independent  contractors  and  neither  has the
authority  to  bind  the  other  in  any  way.

GOVERNING LAW: This Agreement has been made in the Province of Ontario and shall
be  construed and governed in accordance with the laws thereof without regard to
conflict  of  laws.


                             ACCEPTANCE OF AGREEMENT


The  parties  by signing below hereby indicate their agreement and acceptance of
this  Agreement  in  its  entirety  as  set  out  above.




 SIGNED, SEALED AND DELIVERED )                  DEALCHECK.COM INC.
In  the  presence  of:        )
                              )     Per: /s/ Kam  Shah
                              )         ----------------
---------------------------   )     Name:    Kam  Shah
Witness:                      )     Title:   Chief  Financial  Officer
                              )
                              )    I  have  authority  to  bind the Corporation.
                              )
                              )
                              )      FIRST  EMPIRE  ENTERTAINMENT.COM  INC.
                              )
                              )     Per:  /s/  Terence  Robinson
                              )         ------------------------
                              )     Name:      Terence  Robinson
Witness:                      )     Title:     Chief Executive Officer
                              )
                              )    I  have  authority  to  bind the Corporation.


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