EXHIBIT 10.26



                                 S U B L E A S E


THIS INDENTURE OF LEASE made this 1st day of January,  A.D. 1999, at the Town of
Banff, in the Province of Alberta.

PURSUANT TO THE LAND TRANSFER FORM ACT, PART 2.

BETWEEN:

          BREWSTER  TRANSPORT COMPANY LIMITED, a company duly incorporated under
          the laws of Alberta, having its head office at 100 Gopher Street, P.O.
          Box 1140, Banff, Alberta, TOL OCO

          (hereinafter called the "Sub-Landlord")

                                                              OF THE FIRST PART

                                      -AND-

          SIMBA TECHNOLOGIES INCORPORATED, a company duly incorporated under the
          laws of British  Columbia  and  carrying on business at Suite 400, 885
          Dunsmuir Street, in the City of Vancouver,  in the Province of British
          Columbia

          (hereinafter called the "Sub-Tenant")

                                                              OF THE SECOND PART


     WHEREAS by a Lease dated the 1st day of November,  A.D. 1995,  made between
YONGE  WELLINGTON  PROPERTY LIMITED as Landlord and BREWSTER  TRANSPORT  COMPANY
LIMITED  as  Tenant,  the  said  Landlord  did  lease to said  Tenant,  premises
comprising  the  6th  floor  of a  building  located  at  885  Dunsmuir  Street,
Vancouver, British Columbia, as identified in Schedule "A" of said Lease;

     AND WHEREAS in  consideration  of the rents herein  reserved and subject to
the terms,  covenants,  conditions and  agreements  hereinafter  contained,  the
Sub-Landlord agrees to Sub-Lease to the Sub-Tenant that portion of the 6th floor
of the  building  located  on the 6th floor,  885  Dunsmuir  Street,  Vancouver,
British Columbia,  outlined in red on a plan attached hereto as Schedule "A" and
forming a part hereof, hereinafter referred to as the "demised premises".

     The Sub-Landlord  does hereby sub-let to the Sub-Tenant  herein the demised
premises,  comprising  approximately  FOUR  THOUSAND  NINE  HUNDRED  SEVENTY-TWO
(4,972) square feet,  shown  outlined in red on the attached  Schedule "A" to be
held by the  Sub-Tenant  for a term of ONE (1) YEAR AND TEN (10) MONTHS from the
commencement  of said term as  hereinafter  provided,  at an annual base rent of
FORTY-FOUR  THOUSAND  SEVEN  HUNDRED  FORTY-EIGHT  ($44,748.00)  DOLLARS,  to be
payable in equal monthly instalments of THREE THOUSAND SEVEN HUNDRED TWENTY-NINE
($3,729.00)  DOLLARS plus GST, on the first day of each and every calendar month
for the  duration of the said term,  commencing  as  hereinafter  provided,  and
subject to the covenants and powers implied and to the conditions,  restrictions
and covenants hereinafter provided, reserved and contained as follows:



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1.  COMMENCEMENT AND TERM

To  have  and  hold  the  demised  premises  for and  during  the  said  term as
hereinafter  provided  from  the 1st day of  January,  1999 to the  31st  day of
October, 2000.

The  Sub-Landlord  acknowledges  that the  Sub-Tenant  may  occupy  the  demised
premises  free  of  base  rent  and  additional  costs  until  such  time as the
Sub-Landlord  has completed  the work as outlined in the attached  Schedule "B",
forming a part of this agreement. The Sub-Landlord and the Sub-Tenant agree that
while the Sub-Tenant's obligation to pay rent is determined by the provisions of
this clause 1, the  Sub-Tenant's  occupancy of the demised premises prior to the
payment of base rent and  additional  costs in all other  respects be subject to
the conditions, restrictions and covenants implied and contained herein.

2.  DEPOSIT

The Sub-Tenant agrees to provide to the Sub-Landlord a deposit equivalent to two
(2) months  base rent and  additional  costs plus GST,  which  deposit  shall be
applied to the first and the last month's base rent and additional costs due.

3.  ADDITIONAL COSTS

The Sub-Landlord  and Sub-Tenant agree that the monthly installments paid to the
Sub-Landlord  shall include the  Sub-Tenant's  contribution  to additional  rent
hereunder  during the term of this  Sub-Lease  and shall include the real estate
taxes and  operating  expenses,  as the same are  identified  in the Lease dated
November 1st, 1995,  between Yonge  Wellington  Property Limited as Landlord and
Brewster Transport Company Limited as Tenant (the "Head Lease").

The Sub-Landlord  and the Sub-Tenant  agree that the Sub-Tenant's  proportionate
share of additional costs and operating costs shall be Forty-Four point Six Four
(44.64%) per cent of the Sub-Landlord's  proportionate  share of said additional
costs,  which  calculation  is  based on the  ratio  of the area of the  demised
premises  to the total  leasable  area  leased by the  Sub-Landlord  from  Yonge
Wellington Property Limited.

The  Sub-Tenant  will pay all  business  taxes and all floor  space or  personal
property taxes, rates,  charges,  and license fees assessed or imposed from time
to time in respect of its  occupancy and use of the demised  premises,  together
with any goods and  services  tax or  general  sales tax which may now or in the
future be imposed,  as well as all telephone,  electrical  power and natural gas
charges separately metered to the demised premises,  as and when they become due
and payable.

4.  PAYMENT OF RENT

The Sub-Tenant will pay the rent as herein set forth, together with such amounts
as may be by virtue of this Sub-Lease  treated as rent or additional  costs,  or
amounts  payable by the  Sub-Tenant  to the  Sub-Landlord,  at the times  herein
mentioned, at the Sub-Landlord's office in Vancouver,  British Columbia, without
any deduction or right of set off whatsoever.




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The Sub-Tenant  agrees that in the event the Sub-Tenant shall default in payment
of rent  or in  payment  of any  sums  required  to be  paid  by it  under  this
Sub-Lease,  the  Sub-Landlord  may pay the same and the amount  thereof  and all
costs paid by the Sub-Landlord as between solicitor and client on account of any
such default by the  Sub-Tenant  under this  Sub-Lease,  shall be payable by the
Sub-Tenant  to the  Sub-Landlord  forthwith  without  demand  or  notice  to the
Sub-Tenant made or given therefore. The Sub-Tenant shall pay to the Sub-Landlord
interest  at one and  one-half  percent  (1  1/2%)  per  month,  that is to say,
eighteen per cent (18%) per annum on all overdue payments required to be made by
the Sub-Tenant under any one or more of the provisions of this Sub-Lease,  which
are overdue.

5.  USE

The  Sub-Tenant  will not  carry on or  permit  upon the  demised  premises  any
offensive, noisy or dangerous trade, business, manufacture or occupation, or any
nuisance which may be offensive or annoying to the  Sub-Landlord or to any other
tenant of the building,  or by which the insurance rates on the demised premises
or the building of which they are a part, shall be increased, and the Sub-Tenant
will  occupy the  demised  premises  for use only as  business  offices  for the
business of the  Sub-Tenant  and such further  lawful use as the  Sub-Tenant may
desire and the Sub-Landlord and the Head Lessor consent to in writing.

6.  COMPLIANCE WITH HEAD LEASE

The Sub-Tenant  covenants that the Sub-Tenant is acquainted  with the provisions
of the aforesaid Head Lease, and agrees to comply with the terms of these deeds,
insofar  as the same may be  applicable,  with the  exception  of base  rent and
additional  costs,  which  obligations  of the  Sub-Tenant  are  set out in this
Sub-Lease.

7.  ACCEPTANCE OF PREMISES

The Sub-Tenant,  by its occupation of the demised  premises,  shall be deemed to
have  examined  and accepted the demised  premises in their  existing  condition
before  taking  possession,  and such taking of  possession  shall be conclusive
evidence  against the Sub-Tenant that at the time thereof,  the demised premises
were in good  order  and  satisfactory  condition.  All  existing  fixtures  and
improvements  located in the  demised  premises  shall  remain  therein  for the
exclusive use of the Sub-Tenant during the term of this Sub-Lease.

8.  MAINTENANCE

The Sub-Tenant  will at all times during the continuance of this Sub-Lease keep,
and at the  expiration  or  sooner  determination  of the term  hereby  granted,
deliver up to the Sub-Landlord the demised premises,  together with all fixtures
and additions  thereto,  save the  Sub-Tenant's  trade  fixtures,  in a good and
tenantable  state of  cleanliness  and repair,  [normal wear and tear  excepted]
[preceding bracketed language handwritten and initialed in original];  accidents
and damage to the building  through fire,  storm,  tempest or other cause beyond
the reasonable control of the Sub-Tenant, only excepted.



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9.   MISUSE

The  Sub-Tenant  shall make good any and all damage  caused by the misuse of the
heating, plumbing, gas piping, electrical or telephone wiring and other fixtures
in the demised premises  (including board room furniture and work stations),  by
the Sub-Tenant,  its servants or agents,  or other persons who may be invited by
the Sub-Tenant to enter the demised premises.

10.  FURNITURE

The Sub-Tenant shall have exclusive use of SMED work stations,  deemed available
for rent by the Sub-Landlord  throughout the term of this Sub-Lease at a cost of
SEVENTY-FIVE ($75.00) DOLLARS per work station per month plus GST.

The  Sub-Tenant  shall  also  have  exclusive  use of the board  room  furniture
presently  located in the demised  premises  at a cost of ONE HUNDRED  ($100.00)
DOLLARS per month plus GST.

The Sub-Landlord and the Sub-Tenant agree that whatever office furniture is left
by the Sub-Landlord in the demised  premises,  over and above the items referred
to in the above two  paragraphs,  may be used by the  Sub-Tenant  on a rent-free
basis throughout the term of this Sub-Lease.

11.  MAINTENANCE OF SYSTEMS

The  Sub-Tenant  will  maintain the  plumbing,  electrical  and heating  systems
located within the demised  premises in good repair,  and in the event of damage
or defect in such systems, the Sub-Tenant will remedy the same and make good the
damage  forthwith  and  in the  case  of  failure  of  the  Sub-Tenant  to do so
immediately, the Sub-Landlord shall have the right to have the the work done and
to add the cost thereof to the rent next  occurring  due and to distrain for and
collect the same as and for increased rent.

12.  NOTICE OF DEFECT

The  Sub-Tenant  will  give to the  Sub-Landlord  prompt  written  notice of any
accident or defect of which the  Sub-Tenant is aware,  in the demised  premises'
structure,  plumbing,  electrical,  mechanical  and heating  systems,  and shall
permit the  Sub-Landlord,  its agents and servants to enter the demised premises
to maintain, replace or repair the same.

13.  SUB-TENANT'S ALTERATIONS

The  Sub-Tenant  shall make no  alterations,  renovations  or  additions  to the
demised premises without first having submitted plans and specifications thereof
to the  Landlord  and the  Sub-Landlord,  and  obtaining  the their  consents in
writing.  The  Sub-Tenant  shall  have the  option of  tendering  the work to be
performed by outside contractors, subject to the approval of such contractors by
the Landlord and the Sub-Landlord,  or the Sub-Tenant may retain the services of
the Landlord to perform the leasehold  improvements.  All work  completed  shall
conform to the plans and specifications which have been approved by the Landlord
and the Sub-Landlord and shall be completed in a good and workmanlike manner.



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At the end or  sooner  determination  of the said  term,  such  alterations  and
additions  shall  become  the  property  of  the  Sub-Landlord,  or  the  if the
Sub-Landlord  shall so notify the Sub-Tenant in writing,  such  alterations  and
additions shall be removed by the Sub-Tenant at the  Sub-Tenant's  cost, and the
demised premises repaired and restored to such state and condition as before the
making of such alterations and additions.

14.  FIXTURES

Notwithstanding  anything herein contained, the Sub-Tenant may install its usual
trade  fixtures in the usual manner,  provided that such  installation  does not
damage the demised  premises,  and,  provided the  Sub-Tenant  has paid the rent
hereby  reserved and performed  and observed all the  covenants  and  conditions
herein contained, the Sub-Tenant shall at the expiration or sooner determination
of this Sub-Lease,  have the right to remove such trade fixtures, but shall make
good the  damage  caused to the  demised  premises  which may  result  from such
installation and removal.

15.  SIGNS

The  Sub-Tenant  shall not  inscribe  or affix any  sign,  lettering,  or design
outside the demised  premises  without the written consent of the  Sub-Landlord,
which consent shall not be unreasonably withheld.

16.  VIEW, REPAIR AND ACCESS TO Sub-Landlord

The  Sub-Landlord,  its servants and agents,  shall at all reasonable times have
access to the demised  premises and in particular,  the Sub-Tenant  shall at all
reasonable times permit the Sub-Landlord, its servants and agents, to enter upon
the demised premises and view the state of repair and condition  thereof and the
Sub-Landlord  may serve  upon the  Sub-Tenant  notice in  writing  of any defect
requiring the Sub-Tenant,  within a reasonable  time, to repair the same and the
Sub-Tenant shall repair according to such notice. [In the event of an emergency,
the Sub-Tenant  shall be granted  access to the computer  server room located on
the same  floor as the  demised  premises.]  [Preceding  bracketed  language  is
handwritten and initialed in original.]

17. ADVERTISEMENT

The  Sub-Tenant   will,   [during  the  term  of  this  Sub-Lease,   permit  the
Sub-Landlord,  its  servants  and agents to place  upon any part of the  demised
premises a note offering the same for Sub-Lease,  and will] [preceding bracketed
language  struck out and  initialed  in  original]  during the two (2)  calendar
months immediately preceding the termination of this Sub-Lease Agreement, permit
the  Sub-Landlord,  its  servants or agents,  to place upon any part of the said
premises a notice [of reasonable size] [preceding bracketed language handwritten
and initialed in original]  offering the same for rent, and the Sub-Tenant will,
during [the said period] [preceding bracketed language handwritten and initialed
in original] [the term of this agreement] [preceding  bracketed  language struck
out and initialed in original],  permit prospective lessees, on authority of the
Sub-Landlord  or its  agents,  at  reasonable  times,  to  inspect  the  demised
premises.



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18.  ASSIGNMENT

The  Sub-Tenant  will not assign or sublet the  demised  premises,  without  the
consent of the  Sub-Landlord  first had and  obtained  (such  consent  not to be
unreasonably withheld, and to be governed by the same provisions as are found in
Clause 5.10 of the Head Lease), provided always that such assignment or transfer
shall  not  release  or  relieve  the   Sub-Tenant  or  any  guarantors  of  the
Sub-Tenant's  covenants  herein  contained from any and all of the  Sub-Tenant's
obligations  herein;  and provided  further that any such consent to  assignment
shall not be deemed consent to any further or subsequent assignment.

19.  CHANGE OF CONTROL

[The  Sub-Tenant  will not permit  the  effective  management  or control of the
business  conducted  on the premises to b changed at any time during the term or
renewal hereof,  whether by assignment,  transfer of shares or otherwise without
the written consent of the Sub-Landlord  first had and obtained,  (which consent
shall not be  unreasonably  withheld);  provided  that such consent shall not be
deemed  consent to any further or subsequent  change of management or control.)]
[preceding bracketed language struck out and initialed in original]

[The  Sub-Tenant  shall  provide  written  notices  to the  Sub-Landlord  if the
effective  management  or control of the  business is changed at any time during
the term or  renewal  hereof,  whether  by  assignment,  transfer  of  shares or
otherwise.] [preceding bracketed language handwritten and initialed in original]

20. SEPARATE UTILITIES

The  Sub-Tenant  will  during  the whole of this term  hereby  granted,  pay and
discharge  as they fall due all charges for power and natural gas (to the extent
that the same are  separately  metered to the demised  premises),  telephone and
janitorial  services  used  within the demised  premises.  The  Sub-Tenant  will
provide all cleaning and caretaking  services required to be done on the demised
premises and will provide janitorial services at the Sub-Tenant's own cost.

21. LIABILITY ON VACANCY

If the  Sub-Tenant  vacates or  abandons  the demised  premises  during the term
hereof,  the Sub-Tenant  will be responsible  for and liable for any damage that
may occur to the  demised  premises to the same extent as if the vacancy had not
occurred.

22. INDEMNITY

The Sub-Tenant will indemnify and save harmless the Sub-Landlord of and from all
loss and damage, and from all fines, costs, suits,  claims,  demands and actions
of every kind and nature for which the Sub-Landlord  shall or may become liable,
incur or suffer by reason [of the Sub-Tenant  negligence or breach of contract].
[preceding  bracketed  language  handwritten  and initialed in original] [or any
breach,  violation or non-performance by the Sub-Tenant of any covenant, term or
provision  hereof,  or by  reason  of any  Builders'  Lien,  or any work done or
material provided or service rendered for  improvements,  alterations or repairs
made by the  Sub-Tenant  to the  demised  premises,  or by reason of any  injury
occasioned to or suffered by any person,  or by reason of any damage to property
due to any wrongful act,  neglect or default on the part of the Sub-Tenant,  its
servants,  agents,  customers  or  invitees,  or by reason  of the  Sub-Tenant's
occupancy of the demised premises  howsoever.]  [preceding  bracketed  language
struck out and initialed in original]

The  Sub-Tenant  will,  forthwith  upon  demand of the  Sub-Landlord,  remove or
contest (and institute and diligently  prosecute any action  pertinent  thereto)
any  Builders'  or  other  liens  aforesaid,  resulting  from  the  Sub-Tenant's
occupation  of the demised  premises,  and noted or


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filed  against or  otherwise  constituting  an  encumbrance  on the title of the
Sub-landlord to the said lands.


23.  NON-LIABILITY OF SUB-LANDLORD

The  Sub-Landlord  shall not be liable for any injury or damage to any person or
property in, on, or about the demised premises,  or any loss of or damage to any
property caused by theft, breakage, or otherwise howsoever, or by stream, water,
rain,  or snow,  which may leak  into,  issue or flow from any other part of the
said lands or any adjacent or neighbouring  lands, to the demised  premises,  or
for any damage caused by or  attributable to the condition or arrangement of any
electrical or other wiring,  except as caused by the Sub-Landlord,  its servants
or agents.  The Sub-Tenant  covenants to indemnify the  Sub-Landlord of and from
all loss, claims or demands in respect of any injuries or damages referred to in
this  paragraph  [resulting  from the negligence of the  Sub-Tenant]  [preceding
bracketed  language  handwritten and initialed in original].  [provided that the
Sub-Tenant  shall not be  required  pursuant to the terms of this  paragraph  to
indemnify the  Sub-Landlord to the extent that the  Sub-Landlord's  loss,  cost,
claims or demands are in respect of injuries or damage due to the  negligence of
the Sub-Landlord,  its servants or agents] [preceding  bracketed language struck
out and initialed in original] In case the heating apparatus and pipes connected
therewith, is, or are, injured or destroyed by frost, accident, oversight or the
negligence or unskillfulness  of the  Sub-landlord,  its servants or agents, the
Sub-Landlord  will repair or replace the same with  reasonable  dispatch  having
reference  to the  season in which  such  injury  happens  other than where such
damage is caused by the Sub-Tenant or the Sub-Tenant's  servants or agents;  but
the Sub-Landlord will not be responsible for any inconvenience or loss or damage
in respect thereof, sustained by the Sub-Tenant or any person claiming under the
Sub-Tenant. Nor will the Sub-Landlord be responsible for any inconvenience, loss
or damage  sustained by the  Sub-Tenant in the event of the failure of any power
company or gas company to furnish a supply of electrical current or fuel for the
use of the  building  located on the said  lands,  or by reason of the wiring or
apparatus in the building becoming out of order, or for any inconvenience,  loss
or destruction of, or failure to work, of any water,  drainage or waste pipes in
the building located on the said lands. Nor will the Sub-Landlord be responsible
or liable for any consequential inconvenience, loss or damage caused by water or
snow from the roof of the building or caused by any act, matter or thing done or
suffered  to be done by any person  except  where due to the  negligence  of the
Sub-Landlord, its servants or agents.

24.  SUB-TENANT'S INSURANCE

The  Sub-Tenant  shall,  during the  entire  term  hereof,  at its sole cost and
expense, take out and keep in full force and effect the following insurance:

     a)   Insurance  upon  property of every  description  and kind owned by the
          Sub-Tenant, in the custody and control of the Sub-Tenant, or for which
          the Sub-Tenant is legally responsible,  is legally liable or installed
          by or on behalf of the  Sub-Tenant,  and which is  located  within the
          demised    premises,    including   without    limitation    fittings,
          installations,   alterations,   additions,  partitions,  fixtures  and
          anything  in  the  nature  of  a  leasehold   improvement,   for  full
          replacement cost thereof, with coverage against at least the perils of
          fire and  standard  extended  coverage  including  sprinkler  leakages
          (where applicable),  earthquake,  flood and collapse, naming Landlord,
          Landlord's  Mortgagees  as loss payable as their  interests may appear
          and Sub-Landlord;



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     b)   Public  liability and property  damage  insurance  including  personal
          injury  liability,   contractual   liability,   non-owned   automobile
          liability  with respect to the demised  premises and the  Sub-Tenant's
          use of any part of the building in which  coverage  shall  include the
          activities and operations conducted by Sub-Tenant and any other person
          in  the  demised  premises.  Such  policies  shall  be  written  on  a
          comprehensive  basis  with  limits  of  not  less  than  FIVE  MILLION
          ($5,000,000.00)  DOLLARS for bodily injury to any one or more persons,
          or property  damages,  and such  higher  limits as the  Landlord,  the
          Mortgagee of the Landlord or the Sub-Landlord  may reasonably  require
          from time to time,  and all such policies shall contain a severability
          of interest clause;

     c)   Sub-Tenant's  legal liability  insurance for the full replacement cost
          of the  demised  premises;  coverage  to include  the  activities  and
          operations  and conducted by the  Sub-Tenant  and any other persons on
          the demised premises.

          All  policies  shall be  taken  out with  insurers  acceptable  to the
          Landlord and the Sub-Landlord in a form satisfactory from time to time
          to the  Landlord  and the  Sub-Landlord.  The  Sub-Tenant  agrees that
          Certificates  of  Insurance  will be delivered to the Landlord and the
          Sub-Landlord as soon as practicable  after the placing of the required
          insurance coverage prior to any material change, cancellation or other
          termination thereof.

          The Sub-Tenant  covenants and agrees that upon written notice from the
          Sub-Landlord,  the  Sub-Tenant  will  pay the  cost of  replacing  any
          damaged  plate or other  glass in the windows and doors of the demised
          premises,  and will repair damages to the demised  premises  resulting
          from burglary or attempt thereat.

25.  QUIET ENJOYMENT

The Sub-Landlord  covenants with the Sub-Tenant that upon the Sub-Tenant  paying
the rent hereby reserved at the times and in the manner aforesaid, and observing
and performing  each and every of the covenants,  conditions,  restrictions  and
stipulations by the Sub-Tenant to be observed or performed, the Sub-Tenant shall
and may peaceably and quietly possess and enjoy the demised  premises during the
said  term  without  interruption  from or by the  Sub-Landlord,  or any  person
lawfully claiming by, through or under the Sub-Landlord.

26.  SUBORDINATION OF SUB-LEASE

This Sub-Lease is subject and subordinate to all ground or underlying Leases and
to all mortgages  including any deed of trust and mortgages  securing  bonds and
all  indentures  supplemental  thereto  which may now or  hereafter  affect such
Leases  and  the  parcel  of  land  constituted  thereby,  and to all  renewals,
modifications,   consolidations,   replacements  and  extensions  thereof.   The
Sub-Tenant  agrees to execute promptly any certification in confirmation of such
subordination  as the  Landlord  or the  Sub-Landlord  may  request  and  hereby
constitutes  the  Landlord  and the  Sub-Landlord,  the Agent or Attorney of the
Sub-Tenant,  for the purpose of  executing  any such  certificate  and of making
application at any time, and from time to time, to registered  postponements  of
this  Sub-Lease in favour of any such  Mortgage to give effect to the  foregoing
provisions of this clause.



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27.  DAMAGE OR DESTRUCTION

If, during the term of this Sub-Lease, the demised premises or any part thereof,
or the means of ingress  and egress to and from the  demised  premises  shall be
destroyed  or  damaged  by  fire,  lightening,   tempest,  explosion,  flooding,
earthquake or from any other disaster, act of God or the Queen's enemies, riots,
insurrection or structural defects or collapse,  the following  provisions shall
have effect:

     a) if the demised  premises are rendered  partially  unfit for occupancy by
the  Sub-Tenant,  the rent hereby  reserved  shall abate,  in part only,  in the
proportion that the part of the demised premises rendered unfit for occupancy by
the  Sub-Tenant  bears to the whole of the demised  premises,  or if the demised
premises are rendered wholly unfit for occupancy by the Sub-Tenant the said rent
shall be suspended  until the demised  premises have been  rebuilt,  repaired or
restored;

     b) in the event of substantial  destruction of the demised  premises or the
means of ingress or egress to and from the demised  premise,  the  Sub-Tenant or
Sub-Landlord may, within 120 days after such destruction, and upon giving notice
to the other party,  declare this Sub-Lease  terminated  forthwith,  and in such
event the rents  payable  hereunder,  including  any  additional  rents shall be
apportioned and be payable up to the time of such destruction and the Sub-Tenant
shall be entitled to reimbursement  for any rents including any additional rents
or charges paid for any period beyond the date of termination.

The  expression  "substantial  destruction"  shall  mean such  damage as, in the
opinion of the  architect  or  engineer  retained by the  Sub-Landlord  requires
substantial alteration or reconstruction of the demised premises or the means of
ingress or egress thereto and therefrom,  or such damage to the demised premises
or means of  ingress  or egress  as, in the  opinion  of the said  architect  or
engineer,  cannot be repaired within 6 months from the time of such damage.  All
provisions of this or any other  paragraph with respect to damage or destruction
may be made the subject and  subordinate to the  requirements  of any registered
mortgage, or debenture holder of Sub-Landlord.

28.  EXPROPRIATION OR CONDEMNATION

If, during the term hereby granted or any renewal thereof,  the demised premises
or the means of ingress or egress thereto and therefrom  shall be  expropriated,
taken or condemned (all of which is hereinafter called  "expropriation")  by any
competent  authority for any use or purpose,  resulting in total or  substantial
destruction,   then  this  Sub-Lease   shall  terminate  as  at  the  date  such
expropriation,  which  date  shall  be the  date  of  vesting  of  title  in the
expropriating authority or the commencement of demolition, whichever shall first
occur,  and the rent  including any  additional  rent payable by the  Sub-Tenant
shall be apportioned, and be paid by the Sub-Tenant to the date thereof. In such
event,  the  Sub-Landlord  and the Sub-Tenant  shall each be entitled to receive
from the  award or  compensation  for the  demised  premises  the value of their
respective interest therein.



                                       9
<PAGE>




29.  PERFORMANCE OF SUB-TENANT'S COVENANTS BY SUB-LANDLORD

If the  Sub-Tenant  fails to perform any of the covenants or  obligations of the
Sub-Tenant under or in respect of this Sub-Lease, the Sub-Landlord may from time
to  time,  in its  discretion,  perform  or cause  to be  performed  any of such
covenants or obligations, or any part thereof, and for such purposes may do such
things as may be requisite,  including,  without  limiting the foregoing,  enter
upon the  demised  premises  and do such  things on or in respect of the demised
premises or any part  thereof as the  Sub-Landlord  may  consider  requisite  or
necessary.  All expenses  incurred and expenditures  made by or on behalf of the
Sub-Landlord  under this paragraph shall forthwith be paid by the Sub-Tenant and
shall be treated as rent, and if not paid on demand,  the Sub-Landlord  shall be
entitled to distrain as for rent in arrears in addition to such  remedies as may
be available.

30.  DEFAULT

The Sub-Tenant  hereby  expressly agrees that if default of more than 15 days is
made in payment of the rent hereby  reserved,  or if the term hereby  granted or
any of the  goods  or  chattels  in the  demised  premises  shall at any time be
seized,  or  taken  in  execution  or  attached  by any  creditor  of  the  said
Sub-Tenant,  or shall be seized or distrained for taxes or under a Bill of Sale,
chattel mortgage or conditional sales agreement, or if the said Sub-Tenant shall
make any  assignment  for the benefit of  creditors,  or,  becoming  bankrupt or
insolvent,  shall not observe,  perform and keep all and every of the covenants,
provisions,  stipulations  and conditions  herein  contained,  or if at any time
during the tenancy hereby created, the said Sub-Tenant or any other person shall
remove or  attempt  to remove any goods or  chattels  from off the said  demised
premises  other than in the  ordinary  course of trade,  without  the consent in
writing  of the  Sub-Landlord  first had and  obtained,  or in case the  demised
premises shall be used for any purpose other than as herein provided without the
written  consent of the  Sub-Landlord,  then a sum  equivalent to 3 months' rent
hereunder  shall  immediately  become due and owing as though due and payable by
lapse of  time,  and  this  Sub-Lease  shall  at the  option  of the  said  said
Sub-Landlord  cease and be void, and the term hereby granted expire and be at an
end,  anything herein  contained to the contrary  notwithstanding,  and the said
Sub-Landlord  shall have the right to distrain for such rent' and the payment of
such rent shall not give the Sub-Tenant the right to continued  occupancy of the
premises and the  Sub-Landlord  may without notice or any form of legal process,
forthwith  re-enter  upon and retake  possession of the said premises and remove
the  Sub-Tenant's  efforts  therefrom.  If the Sub-Tenant shall abandon the said
premises or leave them vacant for a period of 10  consecutive  days  without the
consent of the Sub-Landlord,  such consent not to be unreasonably  withheld, the
same may relet by the Sub-Landlord for such rent and upon such terms as the said
Sub-Landlord  may see fit; and if a sufficient  sum shall not be thus  realized,
after paying  expenses of such  reletting  and  collecting,  to satisfy the rent
hereby reserved, the Sub-Tenant agrees to satisfy and pay all deficiencies;  and
these  covenants are express  conditions of this demise.  Provided  however that
this  clause  will not relieve  the  Sub-Landlord  of the duty to  mitigate  its
damage.

[30.1 see rider][preceding  bracketed  language  handwritten  and  initialed in
original]

[30.1  Notwithstanding  the foregoing in  paragraphs 29 and 30, the Sub-landlord
shall,  prior to taking the actions described in these  paragraphs,  provide the
Sub-Tenant with written notice of such defaults and shall provide the Sub-Tenant
with thirty days after receipt of such notice to cure a  non-monetary  default.]
[Rider attached as separate page, which is initialed.]

31.  DISTRESS

The  Sub-Tenant  hereby  covenants  and  agrees  with the  Sub-Landlord  that in
consideration  of the  premises  and of the  leasing  and  letting  by the  said
Sub-Landlord to the said Sub-Tenant of the demised  premises for the term hereby
created,  but  notwithstanding  any law or statute to the contrary,  none of the
goods or chattels of the  Sub-Tenant at any time during the  continuance  of the
term  hereby  created  on the  demised  premises  shall be  exempt  from levy by
distress for



                                       10
<PAGE>




rent arrears; and that any claim being made for such exemption by the Sub-Tenant
or on distress being made by the  Sub-Landlord,  this covenant and agreement may
be pleaded as an estoppel  against the said Sub-Tenant and any action brought to
test the right to the levying  upon any such goods as are named  exempted in any
law of British  Columbia,  provided  further  that in the case of removal by the
said  Sub-Tenant of the goods and chattels of the Sub-Tenant  from the premises,
the  Sub-Landlord may follow the same for the purpose of levying by distress for
rent in arrears.

32.  SEVERABILITY OF PROVISIONS

If any term or provision of this  Sub-Lease  or the  application  thereof to any
person or circumstance  shall, to any extent, be invalid or  unenforceable,  the
remainder of this Sub-Lease,  or the  applications of such term or provisions to
persons  or  circumstances  other  than  those to which  it is held  invalid  or
unenforceable,  shall not be affected  thereby,  and each term and  provision of
this Sub-lease shall be valid and be enforced to the fullest extent permitted by
law.

33.  OVERHOLDING SUB-TENANT

In the event of the Sub-Tenant  holding over beyond the term hereby granted with
or without the  consent of the  Sub-Landlord  and  without  any further  written
agreement,  the tenancy  resulting shall be a monthly tenancy only, at a monthly
rental  calculation on the basis of the annual rental as hereinbefore  provided,
and subject to  termination  at the  election of the Lessor or the Lessee on one
month's notice in writing,  and subject also to the covenants,  restrictions and
conditions  herein set forth so far as the same are applicable to a tenancy from
month to month,  it being  understood  that the acceptance of rent or additional
rent or any implied  condition  shall in no way renew this Sub-Lease as a yearly
tenancy.

34.  GENERAL COVENANTS

Time shall be of the essence hereof.

Whenever the singular and  masculine are used  throughout  this  Sub-Lease  they
shall be  construed  as if the plural  and  feminine  had been  used,  where the
context  shall  require,  and the text shall be  construed  as if the  necessary
grammatical and terminological changes thereby rendered necessary had been made.

These presents and  everything  herein  contained  shall extend to, enure to the
benefit of, and be binding upon the  Sub-Landlord,  its  successors and assigns,
and upon the Sub-Tenant,  its heirs, personal  representatives,  administrators,
successors and assigns.

Any notice to be given to the  Sub-Tenant  pursuant  to the  provisions  of this
Sub-Lease may be served  personally on the  Sub-Tenant or by leaving the same at
the demised  premises or by sending  the same by prepaid  Registered  Mail in an
envelope addressed to the Sub-Tenant as follows:

                         SIMBA TECHNOLOGIES INCORPORATED
                           c/o Calvin Mah, Controller
                         Suite 400, 885 Dunsmuir Street
                       Vancouver, B.C. V6C 1N8 [Initialed]




                                       11
<PAGE>




Any notice to be given to the  Sub-Landlord  pursuant to the  provisions of this
Sub-Lease may be served  personally upon the Sub-Landlord or by sending the same
by prepaid  Registered  Mail in an envelope  addressed  to the  Sub-Landlord  as
follows:

                       BREWSTER TRANSPORT COMPANY LIMITED
                         Suite 670, 885 Dunsmuir Street
                       Vancouver, B.C. V6C 1N5 [Initialed]


Such  notice,  if sent by mail,  shall be  deemed  to have  been  served  on the
addressee on the third  business day following that on which it is mailed in any
Post Office in Canada.  The  Sub-Tenant  and the  Sub-Landlord  may change their
addresses for service from time to time by notice served as above set out.

35.  ACCEPTANCE

The  Sub-Tenant,  SIMBA  TECHNOLOGIES  INCORPORATED,  does  hereby  accept  this
Sub-Lease of the demised  premises to be held by it as tenant and subject to the
conditions, restrictions and covenants above set forth.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed
under their respective seals as of the day and year first above written.

                                BREWSTER TRANSPORT COMPANY LIMITED

                                Per:   /s/ [Illegible]
                                      -----------------------
                                Per:   /s/ [Illegible]
                                      -----------------------
                                                     (c/s)


                                SIMBA TECHNOLOGIES INCORPORATED


                                Per:  /s/ [Illegible]
                                     -------------------------
                                Per:   /s/ [Illegible]
                                     -------------------------
                                                         (c/s)

                                       12
<PAGE>




                                   SCHEDULE B

                              (Sub-Landlord's Work)



The Sub-Landlord shall, at its sole expense:

1)   construct and finish the demising walls or doors as necessary to adequately
     separate the demised premises from the remainder of the 6th Floor premises,
     885 Dunsmuir Street,  Vancouver,  British Columbia,  in accordance with the
     plan  attached to "Offer to Sublease"  as Schedule  "A", and forming a part
     hereof,  in a manner  consistent  with any municipal or other  governmental
     regulations which may be applicable; and

2.   clean,  and if necessary,  paint the "smoking  room" such that it no longer
     has an odour.



<PAGE>


This is a Lease  Amendment  Agreement  dated for  reference  September  16, 1997
attached to and forming part of the Lease between:


YONGE WELLINGTON  PROPERTY LIMITED,  a company duly registered under the laws of
the Province of British  Columbia,  with an Office in the City of Vancouver,  in
the Province of British Columbia, and subsequently assigned to DUNSMUIR & HORNBY
LTD., as of April 24, 1997 (hereinafter called "the Landlord")

                                                       Of the First Part

                                      -and-

SIMBA TECHNOLOGIES INCORPORATED corporation pursuant to the laws of the Province
of British Columbia with an office in the City of Vancouver,  in the Province of
British Columbia; (hereinafter called "the Tenant")

                                                       Of The Second part

         WHEREAS  by a  Lease  dated  the  3rd day of  June,  1996  (hereinafter
referred to as "the Lease"),  the Landlord agreed to lease to Simba Technologies
Incorporated, certain premises having an area of 11,139 square feet more or less
on the 4th floor of the Development  municipally  known as 885 Dunsmuir  Street,
Vancouver,  British Columbia,  which premises are more particularly described in
said Lease.

         AND WHEREAS the Tenant has requested that changes be made to the leased
premises and the Lease be amended.

         NOW  THEREFORE  this  Lease  Amendment   Agreement  witnesses  that  in
consideration of the mutual covenants hereinafter contained,  the parties hereto
covenant  and  agree  with each  other  that the said  Lease is  hereby  amended
effective September 16, 1997 as follows:

     1) By  deleting  Section #4 -  "Parking"  of the  Schedule  "C"  Additional
Covenants of the Lease Agreement, dated the 3rd day of June, 1996.



<PAGE>


     2) By deleting  section 4.00 in its'  entirety and  inserting the following
section:

         4.01.0 "Basic Rent"

     The  Tenant  shall pay to the  Landlord  as annual  rental  for the  Leased
Premises  yearly  and  every  year  during  the  Term,  without  any  deduction,
abatement, set-off or compensation whatsoever, the sum of

                                         Annual Rent        Monthly Rent

   October 1997 to September 1999         $95,552.00         $7,796.00
   October, 1999 to January, 2002         $99,121.56         $8,260.13


to be paid on the first day of each month and every calendar year of the Term.

     EXCEPT as hereby expressly modified,  and amended, the said Lease is in all
respects  ratified and confirmed and the terms,  conditions and covenants  shall
remain in full force and effect.

     WITNESS  WHEREOF the  parties  hereto have  executed  this Lease  Amendment
Agreement, in Vancouver, British Columbia this ___ day of September, 1997.

The Common Seal of
DUNSMUIR & HORNBY LTD.
is affixed hereto


/s/ [Illegible]
---------------
Title    Asset Manager
        ---------------------
        Authorized Signatory


Signed, Sealed and Delivered by
SIMBA TECHNOLOGIES INCORPORATED



/s/ [Illegible]
----------------------------
Title    /s/ Controller
     -----------------------
     Authorized Signatory